Regions Financial (RF) 8-K Regions Announces Solid First Quarter Profits, Good Integration Progress

Exhibit 99.1

April 15, 2005

REGIONS ANNOUNCES SOLID FIRST QUARTER PROFITS,
GOOD INTEGRATION PROGRESS

BIRMINGHAM, Ala.—Regions Financial Corporation (NYSE:RF) today reported highlights for the quarter ended March 31, 2005, including:

•   Earnings of $0.51 per diluted share or $0.57 excluding $0.06 in merger-related charges(see page 4 for additional details)

•   Merger integration continuing on schedule

•   Favorable community bank loan and deposit growth

•   Higher net interest margin and increased net interest income

•   Record profits at Morgan Keegan

•   Advance in mortgage strategy

•   Low net loan charge-offs

•   Stepped-up share repurchases

Good Beginning for Transition Year

“The year is off to a good start,” said Regions Chairman and CEO Carl E. Jones Jr. “First-quarter earnings met our expectations, benefiting from a very strong capital markets business, along with solid loan and deposit growth, outstanding credit quality and additional merger-related cost saves.

“And, our integration is proceeding as scheduled – we have completed preparations for the first legacy Union Planters bank branch conversion event, which is set for the weekend of April 22,” Jones said. “We also completed rebranding efforts and signage changes for more than 300 branches located in our South Florida and Midwest markets. In addition, as part of our ongoing effort to evaluate the strategic deployment of capital, we made the decision to exit Regions’ conforming wholesale mortgage banking operations and the Capital Factors subsidiary.”

Jones said no significant earnings impact is expected as a result of these sales.

First Quarter EPS of $0.57 Before Merger-Related Charges(see page 4 for additional details)

First quarter 2005 net income was $242 million, or $0.51 per diluted share, including after-tax merger-related costs of $27 million ($0.06 per diluted share). This compares to fourth quarter 2004’s $0.50 per diluted share, including $0.06 of merger-related and other costs. Accordingly, excluding special charges, per share earnings rose 2% from $0.56 in fourth quarter 2004 to $0.57 in first quarter 2005.

Regions’ July 1, 2004, merger with Union Planters Corp. was accounted for as a purchase, therefore, 2004 first and second quarter financial data are only for legacy Regions and do not include the former Union Planters. Legacy Regions reported first quarter 2004 net income available to common shareholders of $166.6 million, or $0.60 per diluted share, including an after-tax $2 million ($0.01 per share) charge related to a new accounting pronouncement.

“This is truly a transition year for Regions,” said the Regions chairman, who will turn over his title as CEO to Regions President Jackson W. Moore on July 1. “We’re working hard to build a more efficient and profitable long-term business model, and our first-quarter progress is encouraging.”

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April 15, 2005
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Jones then noted that factors that did restrict further bottom-line improvement in the first quarter were a less accommodating yield curve, mortgage banking softness and seasonality.

Merger Integration Remains on Schedule

The merger integration is proceeding smoothly, with the first round of bank branch conversions scheduled for completion later this month.

“Preparations for this milestone were the focal point of first-quarter integration efforts,” said Moore, who is responsible for the company’s banking operations. “Ensuring a seamless experience for our customers has been critical to the planning process, and we’re comfortable this will be the case as ‘dress rehearsals’ have gone well.”

This initial phase of conversions involves more than 100 branches located in Alabama, Arkansas, Kentucky, Louisiana, Tennessee and Texas. All three phases of the conversion are still on track for completion by year-end 2005, with the next two conversions including more than 250 branches each. Conversion of the mortgage origination platform was completed in the first quarter.

Regions realized approximately $23 million in cost saves during the quarter. Full-year 2005 targeted saves are unchanged at $130 million to $150 million. As previously disclosed, $50 million to $60 million of these planned savings will be used to fund additional investment spending related to building out talent in strategic businesses, enhancing technology and constructing new bank branches. Revenue and efficiency payback from the investments is not anticipated to be material until 2006 and beyond.

Banking Franchise Achieves Solid Results

Regions’ banking operations posted favorable first quarter results, especially taking into account seasonal challenges. Taxable equivalent net interest income of $701 million increased $5.8 million compared to fourth quarter 2004. An 8 basis point rise in the net interest margin to 3.84% offset the effect of two fewer days in the first quarter. In connection with the recapture of $35 million in mortgage servicing rights impairment, $1.4 billion in bonds were sold at an approximate $34 million loss.

Community banking loans and deposits achieved steady gains, increasing at an annualized 5% and 6% rate, respectively, linked-quarter average comparison. Home equity and commercial real estate credits continued to fuel loan growth, as commercial loan outstandings remained flat. Deposit growth was fueled by low-cost demand deposits and retail certificates of deposit.

Morgan Keegan Books Strong Revenues, Record Earnings

Morgan Keegan’s first quarter performance was excellent. Revenues and after-tax profits rose to $204.3 million and $26.2 million, respectively, from fourth quarter’s $203.7 million and $23.8 million. All major segments achieved good results, but fixed income banking and equity capital markets banking businesses were particularly strong, benefiting from healthy deal flow.

“We’re very pleased with Morgan Keegan’s first-quarter accomplishment and encouraged about full-year prospects,” said Regions Vice Chairman and Morgan Keegan Chairman Allen B. Morgan, Jr. “Market conditions have been favorable this quarter, and we’ve started to see the pay-off from moves we’ve made to better leverage Regions’ broadened customer base.”

Mortgage Banking Strategy Advances

Regions continues to take steps to right-size its conforming mortgage business and evaluate its business strategies. In line with these ongoing reviews, during the first quarter, Regions announced that its conforming wholesale origination operation will be assumed by M&T Mortgage effective May 1.

Helped by cost saves and loan sale gains, the company’s conforming mortgage earnings improved to $5.2 million, excluding mortgage servicing rights recapture, in the first quarter from the fourth quarter’s disappointing $850,000, as origination volume declined slightly to $2.1 billion in the first quarter of 2005. However, profitability of EquiFirst, Regions’ non-traditional mortgage operation, weakened to $4.8 million from $7.3 million in the preceding period. While EquiFirst’s residential mortgage

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originations were little changed from fourth-to-first quarter, or $1.7 billion, lower sales volume reduced gain on sale revenues in the first quarter of 2005.

“Given rising interest rates and industry competitive pressures, 2005 will be a challenging year for Regions’ overall mortgage business,” Jones said. “We’re nevertheless determined to carve out additional efficiencies and refine our strategies in this area to continue to better position this important part of our business.”

Sound Expense Management

First quarter core operating expenses totaled $718 million, excluding a $35 million mortgage servicing rights reserve recapture benefit and $38.9 million of merger-related costs. This compares to fourth quarter’s $714 million (excluding $35 million of merger and other charges) and reflects the benefit of cost saves of $23 million. The impact of the cost saves was somewhat mitigated by seasonally higher costs such as employee benefits and investment initiatives previously discussed.

Net Loan Charge-Offs Decline

Regions’ overall credit quality remains good. First quarter net loan charge-offs dropped to a low $24.7 million, or an annualized 0.17% of average loans. Provisioning of $30 million resulted in a March 31 loan loss allowance-to-total loans ratio of 1.31%.

Due to a single sizable loan relationship, non-performing assets increased to $487.1 million (0.84% of loans and other real estate) from year-end 2004’s $452.3 million.

Returning Excess Capital to Shareholders

During the first quarter, Regions repurchased 4.5 million shares. Management expects the full-year impact of share repurchases in 2005 to result in a reduction of 7 million to 10 million average shares outstanding compared to fourth quarter 2004 levels.

Regions will host a conference call and Webcast to discuss first-quarter earnings this morning at 8:30 a.m. CT. Internet access to the call and to the supporting materials will be available through the Investor Relations section of the Regions Web site,www.regions.com, under the heading of Live Webcast. Telephone access to the call may be obtained by dialing 1-800-322-5044 for U.S. callers and 617-614-4927 for international callers with access code 27822597 by 8:20 a.m. CT.

About Regions Financial Corporation

Regions Financial Corporation (NYSE: RF), headquartered in Birmingham, Ala., is a full-service provider of retail and commercial banking, securities brokerage, mortgage, and insurance products and services. With its merger with former Union Planters Corp. complete, Regions had assets of $84.3 billion as of Mar. 31, 2005, making it one of the nation’s Top 15 financial services providers. Regions’ banking subsidiaries, Regions Bank and Union Planters Bank, operate some 1,400 offices and a 1,700-ATM network across a 15-state geographic footprint in the South, Midwest and Texas. Its investment and securities brokerage, trust and asset management division, Morgan Keegan & Company Inc., provides services from more than 250 offices. Additional information about the new Regions, which is a member of both the Forbes and Fortune 500 and operates one of the Top 20 mortgage companies in the United States, can be found at www.regions.com.

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April 15, 2005
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Reconciliation to GAAP Financial Measures

The table below presents the computation of earnings excluding certain significant items affecting financial results. These significant items are included in financial results presented in accordance with generally accepted accounting principles (GAAP). We believe the exclusion of the significant items in expressing earnings provides a meaningful base for period-to-period comparisons. See the table below for computation of earnings excluding significant items and corresponding reconciliation to GAAP financial measures for the periods presented.

(Dollar amounts in millions, except diluted per share amounts)	Pre-tax			After-tax			Diluted EPS
First Quarter 2005:
GAAP EARNINGS-COMMON SHAREHOLDERS	$	347.5		$	241.6		$	0.51
Significant items impact:(1)
Merger and other charges		(38.9	)		(26.8	)		(0.06	)
Loss on sale of securities		(34.0	)		(23.6	)		(0.05	)
Mortgage servicing rights recapture		35.0			24.3			0.05
Net impact		(37.9	)		(26.1	)		(0.06	)
Earnings excluding significant items	$	385.4		$	267.7		$	0.57
Fourth Quarter 2004:
GAAP EARNINGS-COMMON SHAREHOLDERS	$	343.0		$	236.5		$	0.50
Significant items impact:(1)
Merger and other charges		(35.0	)		(26.0	)		(0.06	)
Net impact		(35.0	)		(26.0	)		(0.06	)
Earnings excluding significant items	$	378.0		$	262.5		$	0.56
Third Quarter 2004:
GAAP EARNINGS-COMMON SHAREHOLDERS	$	365.7		$	255.5		$	0.55
Significant items impact:(1)
Merger and other charges		(12.4	)		(8.7	)		(0.02	)
Gain on sale of securities		49.9			35.0			0.07
Mortgage servicing rights impairment		(50.0	)		(35.1	)		(0.07	)
Effect of EITF 03-6 adoption (3)		—			(1.3	)		—
Net impact		(12.5	)		(10.1	)		(0.02	)
Earnings excluding significant items	$	378.2		$	265.6		$	0.57
Second Quarter 2004 (2):
GAAP EARNINGS-COMMON SHAREHOLDERS	$	228.5		$	159.3		$	0.58
Significant items impact:(1)
Merger and other charges		(8.2	)		(5.8	)		(0.02	)
Losses on early retirement of FHLB advances		(39.6	)		(28.1	)		(0.10	)
Mortgage servicing rights recapture		40.0			28.4			0.10
Effect of EITF 03-6 adoption (3)		—			(2.7	)		(0.01	)
Net impact		(7.8	)		(8.2	)		(0.03	)
Earnings excluding significant items	$	236.3		$	167.5		$	0.61
First Quarter 2004 (2):
GAAP EARNINGS-COMMON SHAREHOLDERS	$	238.4		$	166.6		$	0.60
Significant items impact:(1)
Gain on sale of securities		12.8			9.1			0.03
Mortgage servicing rights impairment		(12.0	)		(8.5	)		(0.03	)
Effect of EITF 03-6 adoption (3)		—			(2.0	)		(0.01	)
Net impact		0.8			(1.4	)		(0.01	)
Earnings excluding significant items	$	237.6		$	168.0		$	0.61

1	Positive/(negative) impact on GAAP earnings
2	Results prior to third quarter 2004 are for legacy Regions, as the merger (accounted for as a purchase transaction) with Union Planters was not effective until July 1, 2004. However, prior period per share amounts have been restated to reflect the exchange of Regions shares in connection with the merger. Each Regions shareholder received 1.2346 shares for each 1.0 share held on July 1, 2004.
3	Effective second quarter 2004 and retroactively applied, EITF 03-6, “Participating Securities and the Two-Class Method under FASB Statement No. 128, Earnings per Share,” requires a portion of earnings to be allocated to participating securities using the two-class method described in FAS 128. Regions repurchased 4.0 million shares through an accelerated stock repurchase agreement entered into March 9, 2004 which included a forward agreement, considered a participating security. First and second quarter 2004 earnings were reduced by $0.01 per basic and diluted share each quarter as a result of the application of this EITF. As the position was closed out during the third quarter, basic and diluted EPS for the third quarter were reduced by less than $0.01 per share.

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April 15, 2005
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Financial Highlights (Unaudited)

(Dollar amounts in thousands, except per share amounts)

	Three Months Ended
	March 31
	2005		2004		Change
Earnings
Net income	$	241,641	$	168,535		43	%
Net income available to common shareholders	$	241,641	$	166,572		45	%
Per share:
Net income	$	0.52	$	0.61		-15	%
Net income-diluted	$	0.51	$	0.60		-15	%
Cash dividends declared	$	0.34	$	0.33		3	%

	March 31
	2005			2004			Change
Financial Condition
Total assets	$	84,283,632		$	48,776,943			73	%
Loans, net of unearned income	$	57,964,503		$	32,769,750			77	%
Securities	$	12,214,544		$	8,505,034			44	%
Total earning assets	$	74,308,224		$	44,746,887			66	%
Total deposits	$	59,587,671		$	31,425,573			90	%
Stockholders’ equity	$	10,645,143		$	4,426,458			140	%
Stockholders’ equity per share	$	22.98		$	16.39			40	%
Selected Ratios
Return on average stockholders’ equity*		9.15	%		15.14	%
Return on tangible equity*		18.00	%		20.02	%
Return on average total assets*		1.16	%		1.39	%
Stockholders’ equity to total assets		12.63	%		9.07	%
Allowance for loan losses as a percentage of loans, net of unearned income		1.31	%		1.39	%
Loans, net of unearned income, to total deposits		97.28	%		104.28	%
Net charge-offs to average loans*		0.17	%		0.17	%

* Annualized

Results prior to third quarter 2004 are for legacy Regions, as the merger (accounted for as a purchase transaction) with Union Planters was not effective until July 1, 2004. However, prior period per share amounts have been restated to reflect the exchange of Regions shares in connection with the merger. Each Regions shareholder received 1.2346 shares for each 1.0 share held on July 1, 2004.

For additional information, including supplemental financial information, refer to Regions’ Form 8-K filed with the Securities and Exchange Commission on April 15, 2005, or visit Regions’ Web site at www.regions.com. Regions’ Investor Relations contact is Jenifer Goforth at 205/244-2823; Regions’ Media contact is Kristi Lamont Ellis at 205/326-7179.

Statements made in this press release, other than those containing historical information, are forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Act of 1995. Such statements involve risks and uncertainties that may cause results to differ materially from those set forth in these statements. Regions cautions readers that results and events subject to forward-looking statements could differ materially due to the following factors: possible changes in economic and business conditions; the existence or exacerbation of general geopolitical instability and uncertainty; the ability of Regions to integrate recent acquisitions and attract new customers; possible changes in monetary and fiscal policies, and laws and regulations; the effects of easing of restrictions on participants in the financial services industry; the cost and other effects of legal and administrative cases; possible changes in the credit worthiness of customers and the possible impairment of collectibility of loans; the effects of changes in interest rates and other risks and factors identified in the company’s filings with the Securities and Exchange Commission.

FINANCIAL SUPPLEMENT TO FIRST QUARTER 2005 EARNINGS RELEASE

Summary

Quarterly earnings of $0.51 per diluted share

•   Equates to $0.57 per diluted share, excluding merger charges of $0.06 per share (see page 2 for add’l details)

•   Earnings driven by strong brokerage revenues, lower credit costs and merger cost saves, offset by seasonally higher non-interest expenses and lower deposit-related fees

Positive trends in banking unit

•   Quarterly FTE net interest income increased 3.3% linked-quarter, annualized, to $701.1 million in spite of two fewer days; net interest margin increased 8 bps. to 3.84%

•   Community banking loan growth of 5%, linked-quarter average, annualized, driven by commercial real estate and home equity lines of credit

•   Community banking deposit growth of 6%, linked-quarter average, annualized, primarily attributable to increased interest-free deposits and retail CD’s, offset by a decline in money-market deposits

Record quarterly revenue and profits at Morgan Keegan

•   Profit of $26.2 million, an increase of 10%, compared to fourth quarter 2004’s profit of $23.8 million

•   Revenues of $204.3 million compared to $203.7 million in the fourth quarter

•   Strong investment banking and trust performance

Mortgage strategy advances

•   Sale of conforming wholesale mortgage business expected to close in second quarter

•   Decline in conforming origination volume to $2.1 billion in 1Q05 compared to $2.4 billion in 4Q04

•   Steady non-conforming origination volume at $1.7 billion in 4Q04 and 1Q05

Low net charge-offs and increased non-performing assets

•   Quarterly net charge-offs of $24.7 million or 17 bps. of average loans, annualized

•   Non-performing assets increased to $487.1 million or 0.84% of loans and other real estate at March 31, 2005, compared to $452.3 million and 0.79% at December 31, 2004

•   Increase in non-performing assets due to transfer of one large credit to non-accrual status

Cost saves of approximately $23 million realized this quarter

•   Primarily related to FTE reductions and renegotiated contracts

•   On track for cumulative $130-$150 million of cost saves by end of 2005

•   Plan to spend $50-$60 million of cost saves on investments in people, branches, and technology in 2005

Merger integration remains on plan

•   Signage change and re-branding initiative completed successfully in non-overlap areas

•   Branch conversion “dress rehearsals” completed successfully

•   First round of bank branch conversions scheduled to begin April 22

FINANCIAL SUPPLEMENT TO
FIRST QUARTER 2005 EARNINGS RELEASE
PAGE 2

Significant Items Affecting Earnings
Reconciliation to GAAP Financial Measures

The table below presents computations of earnings excluding certain significant items affecting financial results. These significant items are included in financial results presented in accordance with generally accepted accounting principles (GAAP). We believe the exclusion of the significant items in expressing earnings provides a meaningful base for period-to-period comparisons. See the table below for computations of earnings excluding significant items and corresponding reconciliation to GAAP financial measures for the periods presented.

Significant Items Affecting Regions Financial Corporation Earnings

($ in millions, except diluted per share amounts)

	Pre-tax			After-tax			Diluted EPS
First Quarter 2005:
GAAP EARNINGS-COMMON SHAREHOLDERS	$	347.5		$	241.6		$	0.51
Significant items impact:(1)
Merger and other charges		(38.9	)		(26.8	)		(0.06	)
Loss on sale of securities		(34.0	)		(23.6	)		(0.05	)
Mortgage servicing rights recapture		35.0			24.3			0.05
Net impact		(37.9	)		(26.1	)		(0.06	)
Earnings excluding significant items	$	385.4		$	267.7		$	0.57
Fourth Quarter 2004:
GAAP EARNINGS-COMMON SHAREHOLDERS	$	343.0		$	236.5		$	0.50
Significant items impact:(1)
Merger and other charges		(35.0	)		(26.0	)		(0.06	)
Net impact		(35.0	)		(26.0	)		(0.06	)
Earnings excluding significant items	$	378.0		$	262.5		$	0.56
Third Quarter 2004:
GAAP EARNINGS-COMMON SHAREHOLDERS	$	365.7		$	255.5		$	0.55
Significant items impact:(1)
Merger and other charges		(12.4	)		(8.7	)		(0.02	)
Gain on sale of securities		49.9			35.0			0.07
Mortgage servicing rights impairment		(50.0	)		(35.1	)		(0.07	)
Effect of EITF 03-6 adoption (3)		—			(1.3	)		—
Net impact		(12.5	)		(10.1	)		(0.02	)
Earnings excluding significant items	$	378.2		$	265.6		$	0.57
Second Quarter 2004 (2):
GAAP EARNINGS-COMMON SHAREHOLDERS	$	228.5		$	159.3		$	0.58
Significant items impact:(1)
Merger and other charges		(8.2	)		(5.8	)		(0.02	)
Losses on early retirement of FHLB advances		(39.6	)		(28.1	)		(0.10	)
Mortgage servicing rights recapture		40.0			28.4			0.10
Effect of EITF 03-6 adoption (3)		—			(2.7	)		(0.01	)
Net impact		(7.8	)		(8.2	)		(0.03	)
Earnings excluding significant items	$	236.3		$	167.5		$	0.61
First Quarter 2004 (2):
GAAP EARNINGS-COMMON SHAREHOLDERS	$	238.4		$	166.6		$	0.60
Significant items impact:(1)
Gain on sale of securities		12.8			9.1			0.03
Mortgage servicing rights impairment		(12.0	)		(8.5	)		(0.03	)
Effect of EITF 03-6 adoption (3)		—			(2.0	)		(0.01	)
Net impact		0.8			(1.4	)		(0.01	)
Earnings excluding significant items	$	237.6		$	168.0		$	0.61

(1)	Positive/(negative) impact on GAAP earnings.
(2)	Results prior to third quarter 2004 are for legacy Regions, as the merger (accounted for as a purchase transaction) with Union Planters was not effective until July 1, 2004. However, prior period per share amounts have been restated to reflect the exchange of Regions shares in connection with the merger. Each Regions shareholder received 1.2346 shares for each 1.0 share held on July 1, 2004.
(3)	Effective second quarter 2004 and retroactively applied, EITF 03-6, “Participating Securities and the Two-Class Method under FASB Statement No. 128, Earnings per Share,” requires a portion of earnings to be allocated to participating securities using the two-class method described in FAS 128. Regions repurchased 4.0 million shares through an accelerated stock repurchase agreement entered into March 9, 2004 which included a forward agreement, considered a participating security. First and second quarter 2004 earnings were reduced by $0.01 per basic and diluted share each quarter as a result of the application of this EITF. As the position was closed out during the third quarter, basic and diluted EPS for the third quarter were reduced by less than $0.01 per share.

FINANCIAL SUPPLEMENT TO
FIRST QUARTER 2005 EARNINGS RELEASE
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Regions Financial Corporation and Subsidiaries

Consolidated Statements of Condition

(Unaudited)

($ amounts in thousands)	3/31/05			12/31/04			9/30/04			6/30/04 (2)			3/31/04 (2)
Assets:
Cash and due from banks	$	1,978,199		$	1,853,399		$	1,720,573		$	1,254,432		$	970,762
Interest-bearing deposits in other banks		126,678			115,018			135,291			35,802			102,408
Securities held to maturity		31,893			31,152			30,700			31,639			31,990
Securities available for sale		12,182,651			12,585,437			12,136,226			8,717,580			8,473,044
Trading account assets		953,364			928,676			1,184,308			754,213			790,864
Loans held for sale		1,976,967			1,783,331			1,823,037			1,231,132			1,436,812
Federal funds sold and securities purchased under agreement to resell		521,093			717,563			571,833			810,581			594,064
Margin receivables		551,075			477,813			516,914			549,673			547,955
Loans		58,169,485			57,735,564			57,317,386			33,863,816			33,000,869
Unearned income		(204,982	)		(208,610	)		(220,806	)		(227,032	)		(231,119	)
Loans, net of unearned income		57,964,503			57,526,954			57,096,580			33,636,784			32,769,750
Allowance for loan losses		(760,032	)		(754,721	)		(756,750	)		(452,677	)		(455,566	)
Net Loans		57,204,471			56,772,233			56,339,830			33,184,107			32,314,184
Premises and equipment		1,108,469			1,089,094			1,096,497			639,822			631,186
Interest receivable		337,383			345,563			322,734			182,636			182,116
Due from customers on acceptances		41,313			31,982			29,441			9,604			35,058
Excess purchase price		4,997,232			4,992,563			4,993,506			1,101,425			1,089,308
Mortgage servicing rights		425,180			396,553			400,950			156,774			113,099
Other identifiable intangible assets		344,447			356,880			369,739			16,002			5,363
Other assets		1,503,217			1,629,181			2,405,464			1,081,371			1,458,730
	$	84,283,632		$	84,106,438		$	84,077,043		$	49,756,793		$	48,776,943
Liabilities and Stockholders’ Equity:
Deposits
Non-interest-bearing	$	11,655,721		$	11,424,137		$	11,322,011		$	5,953,180		$	5,918,325
Interest-bearing		47,931,950			47,242,886			45,267,246			28,483,781			25,507,248
Total Deposits		59,587,671			58,667,023			56,589,257			34,436,961			31,425,573
Borrowed funds:
Short-term borrowings:
Federal funds purchased and securities sold under agreement to repurchase		4,212,431			4,679,926			4,885,534			3,702,172			4,447,518
Other short-term borrowings		1,240,292			1,315,685			2,006,579			1,110,863			1,441,916
Total Short-term Borrowings		5,452,723			5,995,611			6,892,113			4,813,035			5,889,434
Long-term borrowings		7,153,910			7,239,585			7,488,240			4,580,054			5,768,131
Total Borrowed Funds		12,606,633			13,235,196			14,380,353			9,393,089			11,657,565
Bank acceptances outstanding		41,313			31,982			29,441			9,604			35,058
Other liabilities		1,402,872			1,422,780			2,402,702			1,542,543			1,232,289
Total Liabilities		73,638,489			73,356,981			73,401,753			45,382,197			44,350,485
Stockholders’ equity:
Common stock		4,686			4,671			4,638			2,716	(1)		140,177
Surplus		7,178,669			7,126,408			7,034,904			970,024	(1)		1,000,479
Undivided profits		3,746,113			3,662,971			3,581,794			3,479,106			3,407,590
Treasury stock		(176,252	)		(29,395	)		—			—			(206,825	)
Unearned restricted stock		(60,849	)		(65,451	)		(33,559	)		(36,904	)		(15,075	)
Accumulated other comprehensive (loss) income		(47,224	)		50,253			87,513			(40,346	)		100,112
Total Stockholders’ Equity		10,645,143			10,749,457			10,675,290			4,374,596			4,426,458
	$	84,283,632		$	84,106,438		$	84,077,043		$	49,756,793		$	48,776,943

(1)	June 30, 2004, Common Stock and Surplus has been restated to post-merger terms, giving effect to the change in par value from $0.625 per share to $0.01 per share and exchange of 1.2346 shares for each 1 share of old Regions shares in connection with the July 1, 2004 merger with Union Planters
(2)	Regions Financial Corporation and Union Planters Corporation merged effective July 1, 2004. The merger was accounted for as a purchase of Union Planters by Regions. As a result, periods ending prior to July 1, 2004, reflect legacy Regions Financial data on a stand-alone basis.

FINANCIAL SUPPLEMENT TO
FIRST QUARTER 2005 EARNINGS RELEASE
PAGE 4

Regions Financial Corporation and Subsidiaries

Consolidated Statements of Income

(Unaudited)

	Quarter Ended
($ amounts in thousands, except per share amounts)	3/31/05			12/31/04		9/30/04		6/30/04 (2)			3/31/04 (2)
Interest Income:
Interest and fees on loans	$	810,834		$	773,574	$	720,485	$	413,613		$	411,012
Interest on securities:
Taxable interest income		122,752			123,465		141,864		82,123			86,557
Tax-exempt interest income		7,016			7,154		7,215		5,289			5,661
Total Interest on Securities		129,768			130,619		149,079		87,412			92,218
Interest on loans held for sale		31,180			33,235		39,788		25,044			19,971
Interest on margin receivables		6,142			5,615		4,993		4,434			4,192
Income on federal funds sold and securities purchased under agreement to resell		3,053			2,652		2,223		1,448			1,378
Interest on time deposits in other banks		435			442		315		18			22
Interest on trading account assets		10,564			10,309		8,794		5,911			6,889
Total Interest Income		991,976			956,446		925,677		537,880			535,682
Interest Expense:
Interest on deposits		199,892			173,734		152,841		85,998			84,054
Interest on short-term borrowings		38,978			37,070		33,122		18,157			19,651
Interest on long-term borrowings		72,535			68,371		63,811		52,862			52,980
Total Interest Expense		311,405			279,175		249,774		157,017			156,685
Net Interest Income		680,571			677,271		675,903		380,863			378,997
Provision for loan losses		30,000			45,000		43,500		25,000			15,000
Net Interest Income After Provision for Loan Losses		650,571			632,271		632,403		355,863			363,997
Non-Interest Income:
Brokerage and investment banking		144,490			145,926		122,285		128,886			138,203
Trust department income		31,990			29,824		30,386		21,668			20,691
Service charges on deposit accounts		123,818			133,381		139,286		73,607			71,868
Mortgage servicing and origination fees		39,312			41,227		46,166		19,868			21,584
Securities (losses) gains, net		(33,966	)		197		49,937		149			12,803
Other		113,158			108,706		118,180		86,695			92,831
Total Non-Interest Income		418,802			459,261		506,240		330,873			357,980
Non-Interest Expense:
Salaries and employee benefits		437,658			431,953		422,858		283,361			286,903
Net occupancy expense		54,284			53,794		52,481		25,985			27,800
Furniture and equipment expense		32,209			32,427		32,079		19,341			18,130
(Recapture) impairment of MSR’s		(35,000	)		—		50,000		(40,000	)		12,000
Other		232,687			230,385		215,490		169,556			138,763
Total Non-Interest Expense		721,838			748,559		772,908		458,243			483,596
Income Before Income Taxes		347,535			342,973		365,735		228,493			238,381
Applicable income taxes		105,894			106,513		108,989		66,469			69,846
Net Income	$	241,641		$	236,460	$	256,746	$	162,024		$	168,535
Net income available to common shareholders	$	241,641		$	236,460	$	255,450	$	159,263		$	166,572
Average shares outstanding— during quarter (1)		465,122			465,629		462,606		271,024			273,270
Average shares outstanding—during quarter, diluted (1)		470,759			472,833		468,125		274,564			277,278
Actual shares outstanding— end of quarter (1)		463,229			466,241		463,766		271,573			270,055
Net income per share (1)	$	0.52		$	0.51	$	0.55	$	0.59		$	0.61
Net income per share, diluted (1)	$	0.51		$	0.50	$	0.55	$	0.58		$	0.60
Dividends per share (1)	$	0.34		$	0.33	$	0.33	$	0.33		$	0.33
Taxable equivalent net interest income	$	701,106		$	695,345	$	694,217	$	397,089		$	395,411

(1)	Share and per share amounts for all periods presented prior to 9/30/04 have been restated to reflect the exchange of Regions shares in connection with the merger with Union Planters Corporation, which was effective July 1, 2004. Each Regions shareholder received 1.2346 shares for each 1.0 share held on July 1, 2004.
(2)	Regions Financial Corporation and Union Planters Corporation merged effective July 1, 2004. The merger was accounted for as a purchase of Union Planters by Regions. As a result, periods ending prior to July 1, 2004, reflect legacy Regions Financial data on a stand-alone basis.

FINANCIAL SUPPLEMENT TO
FIRST QUARTER 2005 EARNINGS RELEASE
PAGE 5

Regions Financial Corporation and Subsidiaries

Consolidated Average Daily Balances and Yield/Rate Analysis

	Quarter Ended
	3/31/05						12/31/04						9/30/04						6/30/04 (1)						3/31/04 (1)
	Average			Yield/			Average			Yield/			Average			Yield/			Average			Yield/			Average			Yield/
($ amounts in thousands; yields on taxable equivalent basis)	Balance			Rate			Balance			Rate			Balance			Rate			Balance			Rate			Balance			Rate
Assets
Earning assets:
Taxable securities	$	12,016,895			4.16	%	$	11,876,840			4.15	%	$	13,222,217			4.28	%	$	8,349,129			3.98	%	$	8,627,819			4.06	%
Non-taxable securities		540,641			7.98	%		581,273			7.62	%		555,324			8.03	%		424,592			7.86	%		435,978			8.30	%
Federal funds sold		548,461			2.26	%		622,933			1.69	%		674,308			1.31	%		615,139			0.95	%		614,627			0.90	%
Margin receivables		505,230			4.93	%		517,938			4.31	%		526,960			3.77	%		543,090			3.28	%		513,922			3.28	%
Loans, net of unearned income		57,511,994			5.83	%		56,947,205			5.50	%		56,126,009			5.20	%		32,993,733			5.19	%		32,342,081			5.27	%
Interest-bearing deposits in other banks		81,536			2.16	%		108,281			1.62	%		84,807			1.48	%		5,158			1.40	%		7,568			1.17	%
Loans held for sale		1,925,783			6.57	%		2,038,951			6.48	%		2,321,736			6.82	%		1,712,772			5.88	%		1,325,000			6.06	%
Trading account assets		826,916			5.58	%		933,660			4.57	%		996,587			3.71	%		634,804			3.93	%		815,160			3.50	%
Total earning assets		73,957,456			5.55	%		73,627,081			5.27	%		74,507,948			5.04	%		45,278,417			4.92	%		44,682,155			4.97	%
Allowance for loan losses		(757,828	)					(757,444	)					(757,611	)					(457,915	)					(458,515	)
Cash and due from banks		1,838,336						1,750,666						1,664,229						992,416						945,080
Other non-earning assets		9,279,360						9,407,608						9,233,952						3,657,906						3,652,006
	$	84,317,324					$	84,027,911					$	84,648,518					$	49,470,824					$	48,820,726
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Savings accounts	$	2,902,368			0.23	%	$	2,884,369			0.21	%	$	2,926,811			0.22	%	$	1,450,083			0.22	%	$	1,426,803			0.22	%
Interest-bearing transaction accounts		3,133,340			1.62	%		3,156,103			1.32	%		3,151,962			1.09	%		2,771,453			0.87	%		2,642,203			0.84	%
Money market accounts		19,271,295			0.97	%		19,614,293			0.80	%		19,507,954			0.68	%		10,622,534			0.63	%		10,578,972			0.61	%
Certificates of deposit of $100,000 or more		7,494,832			2.61	%		6,563,886			2.39	%		5,824,425			2.14	%		3,849,005			1.90	%		3,544,559			1.94	%
Other interest-bearing accounts		14,121,224			2.63	%		13,575,061			2.43	%		14,005,713			2.21	%		8,705,335			2.05	%		8,429,297			2.13	%
Federal funds purchased		4,917,613			2.29	%		5,620,983			1.84	%		6,623,019			1.33	%		3,510,082			1.10	%		3,546,344			0.98	%
Commercial paper		—			—			—			—			—			—			—			—			1,088			3.70	%
Other short-term borrowings		1,290,378			3.53	%		1,422,514			3.09	%		1,601,968			2.74	%		1,185,923			2.90	%		1,438,891			3.08	%
Long-term borrowings		7,227,969			4.07	%		7,331,189			3.71	%		7,297,349			3.48	%		5,719,057			3.72	%		5,711,703			3.73	%
Total interest-bearing liabilities		60,359,019			2.09	%		60,168,398			1.85	%		60,939,201			1.63	%		37,813,472			1.67	%		37,319,860			1.69	%
Non-interest bearing deposits		11,465,076						11,588,505						11,263,949						6,003,804						5,709,946
Other liabilities		1,777,229						1,590,382						1,839,944						1,291,955						1,313,753
Stockholders’ equity		10,716,000						10,680,626						10,605,424						4,361,593						4,477,167
	$	84,317,324					$	84,027,911					$	84,648,518					$	49,470,824					$	48,820,726
Net yield on interest earning assets					3.84	%					3.76	%					3.71	%					3.53	%					3.56	%

(1) Regions Financial Corporation and Union Planters Corporation merged effective July 1, 2004. The merger was accounted for as a purchase of Union Planters by Regions. As a result, periods ending prior to July 1, 2004, reflect legacy Regions Financial data on a stand-alone basis.

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FIRST QUARTER 2005 EARNINGS RELEASE
PAGE 6

Regions Financial Corporation and Subsidiaries

Selected Ratios

	Quarter Ended
	3/31/05			12/31/04			9/30/04			6/30/04 (2)			3/31/04 (2)
Return on average assets*		1.16	%		1.12	%		1.21	%		1.32	%		1.39	%
Return on tangible equity*		18.00	%		17.61	%		19.04	%		20.02	%		20.02	%
Return on average equity*		9.15	%		8.81	%		9.63	%		14.94	%		15.14	%
Stockholders’ equity per share (1)	$	22.98		$	23.06		$	23.02		$	16.11		$	16.39
Stockholders’ equity to total assets		12.63	%		12.78	%		12.70	%		8.79	%		9.07	%
Tangible stockholders’ equity to tangible assets		6.72	%		6.86	%		6.75	%		6.70	%		6.99	%
Allowance for loan losses as a percentage of loans, net of unearned income		1.31	%		1.31	%		1.33	%		1.35	%		1.39	%
Loans, net of unearned income, to total deposits		97.28	%		98.06	%		100.90	%		97.68	%		104.28	%
Net charge-offs as a percentage of average loans*		0.17	%		0.33	%		0.30	%		0.34	%		0.17	%
Total non-performing assets (excluding loans 90 days past due) as a percentage of loans and other real estate		0.84	%		0.79	%		0.81	%		0.67	%		0.75	%
Total non-performing assets (including loans 90 days past due) as a percentage of loans and other real estate		0.95	%		0.92	%		0.91	%		0.78	%		0.86	%

*Annualized
(1)	Per share information has been restated to post-merger terms, giving effect to the 1.2346 for 1.0 exchange ratio that was applied to Regions shares in connection with the July 1, 2004 merger with Union Planters.
(2)	Regions Financial Corporation and Union Planters Corporation merged effective July 1, 2004. The merger was accounted for as a purchase of Union Planters by Regions. As a result, periods ending prior to July 1, 2004, reflect legacy Regions Financial data on a stand-alone basis.

Regions Financial Corporation and Subsidiaries

Allowance for Loan Losses

	Three Months Ended
($ amounts in thousands)	March 31
	2005		2004
Balance at beginning of year	$	754,721	$	454,057
Net loans charged off:
Commercial		9,225		8,350
Real estate		9,941		1,658
Installment		5,523		3,483
Total		24,689		13,491
Provision charged to expense		30,000		15,000
Balance at end of period	$	760,032	$	455,566

FINANCIAL SUPPLEMENT TO
FIRST QUARTER 2005 EARNINGS RELEASE
PAGE 7

Loans

Loan Portfolio — Period End Data

											3/31/2005					3/31/2005
($ amounts in thousands)	3/31/05		12/31/04		9/30/04		6/30/04		3/31/04		vs. 12/31/04*					vs. 3/31/04
Commercial		15,580,577	$	15,592,887	$	16,136,185	$	10,034,086	$	10,215,384	$	(12,310	)	-0.3	%	$	5,365,193		52.5	%
Residential Mortgages		11,478,974		11,518,716		11,300,286		8,199,935		8,267,924		(39,742	)	-1.4	%		3,211,050		38.8	%
Other Real Estate Loans		14,555,851		14,385,317		13,930,971		6,738,835		6,240,204		170,534		4.7	%		8,315,647		133.3	%
Construction		6,895,472		6,529,751		6,365,291		3,647,943		3,601,942		365,721		22.4	%		3,293,530		91.4	%
Branch Installment		1,732,933		1,781,368		1,860,289		1,256,961		1,293,711		(48,435	)	-10.9	%		439,222		34.0	%
Indirect Installment		1,507,689		1,597,641		1,698,165		808,130		368,595		(89,952	)	-22.5	%		1,139,094		309.0	%
Consumer Lines of Credit		5,370,837		5,229,256		4,920,633		2,241,820		2,072,063		141,581		10.8	%		3,298,774		159.2	%
Student Loans		842,170		892,018		884,760		709,074		709,927		(49,848	)	-22.4	%		132,243		18.6	%
	$	57,964,503	$	57,526,954	$	57,096,580	$	33,636,784	$	32,769,750	$	437,549		3.0	%	$	25,194,753		76.9	%
Loans Held for Sale (HFS):
Mortgage Loans HFS	$	1,943,838	$	1,605,433	$	1,587,075	$	1,231,132	$	1,030,704	$	338,405		84.3	%	$	913,134		88.6	%
Other Loans HFS		33,129		177,898		235,962		—		406,108		(144,769	)	-325.5	%		(372,979	)	-91.8	%
Total Loans HFS	$	1,976,967	$	1,783,331	$	1,823,037	$	1,231,132	$	1,436,812	$	193,636		43.4	%	$	540,155		37.6	%

Loan Portfolio — Average Balances

											1Q05					1Q05
($ amounts in thousands)	1Q05		4Q04		3Q04		2Q04		1Q04		vs. 4Q04*					vs. 1Q04
Commercial		15,384,652	$	15,562,577	$	15,927,841	$	10,169,811	$	10,055,926	$	(177,925	)	-4.6	%	$	5,328,726		53.0	%
Residential Mortgages		11,497,606		11,375,564		11,120,060		8,151,118		8,289,986		122,042		4.3	%		3,207,620		38.7	%
Other Real Estate Loans		14,472,747		14,141,742		13,740,593		6,406,718		6,046,504		331,005		9.4	%		8,426,243		139.4	%
Construction		6,685,343		6,466,120		6,148,828		3,681,832		3,563,666		219,223		13.6	%		3,121,677		87.6	%
Branch Installment		1,749,354		1,828,148		1,867,362		1,254,532		1,312,239		(78,794	)	-17.2	%		437,115		33.3	%
Indirect Installment		1,543,965		1,616,454		1,691,378		450,481		364,603		(72,489	)	-17.9	%		1,179,362		323.5	%
Consumer Lines of Credit		5,293,428		5,076,513		4,763,459		2,174,258		2,001,274		216,915		17.1	%		3,292,154		164.5	%
Student Loans		884,899		880,087		866,488		704,983		707,883		4,812		2.2	%		177,016		25.0	%
	$	57,511,994	$	56,947,205	$	56,126,009	$	32,993,733	$	32,342,081	$	564,789		4.0	%	$	25,169,913		77.8	%
Loans Held for Sale (HFS):
Mortgage Loans HFS	$	1,821,696	$	1,829,605	$	2,026,447	$	1,352,118	$	1,010,131	$	(7,909	)	-1.7	%	$	811,565		80.3	%
Other Loans HFS		104,087		209,346		295,289		360,654		314,869		(105,259	)	-201.1	%		(210,782	)	-66.9	%
Total Loans HFS	$	1,925,783	$	2,038,951	$	2,321,736	$	1,712,772	$	1,325,000	$	(113,168	)	-22.2	%	$	600,783		45.3	%

Average Community Banking and Wholesale Loans

											1Q05					1Q05
($ amounts in thousands)	1Q05		4Q04		3Q04		2Q04		1Q04		vs. 4Q04*					vs. 1Q04
Community Bank Loans (1)	$	48,322,127	$	47,721,703	$	46,750,704	$	26,623,941	$	26,063,955	$	600,424		5.0	%	$	22,258,172	85.4	%
Wholesale Loans (1)		9,189,867		9,225,502		9,375,305		6,369,792		6,278,126		(35,635	)	-1.5	%		2,911,741	46.4	%
	$	57,511,994	$	56,947,205	$	56,126,009	$	32,993,733	$	32,342,081	$	564,789		4.0	%	$	25,169,913	77.8	%

(1) Presentation of prior periods has been changed to reflect adjustments to the current period presentation.

* Linked quarter percentage changes are presented on an annualized basis.

•   Average community banking loans increased 5% linked-quarter, annualized due to continued growth in commercial real estate and consumer lines of credit.

FINANCIAL SUPPLEMENT TO
FIRST QUARTER 2005 EARNINGS RELEASE
PAGE 8

Deposits

Deposit Portfolio — Period End Data

											3/31/2005					3/31/2005
($ amounts in thousands)	3/31/05		12/31/04		9/30/04		6/30/04		3/31/04		vs. 12/31/04*					vs. 3/31/04
Interest-Free Deposits	$	11,655,721	$	11,424,137	$	11,322,011	$	5,953,180	$	5,918,325	$	231,584		8.1	%	$	5,737,396	96.9	%
Interest-Bearing Checking		3,180,102		3,234,985		3,219,056		2,844,286		2,791,766		(54,883	)	-6.8	%		388,336	13.9	%
Savings		2,954,362		2,867,669		2,873,369		1,442,133		1,473,000		86,693		12.1	%		1,481,362	100.6	%
Money Market		19,062,821		19,537,942		19,211,554		10,691,155		10,607,497		(475,121	)	-9.7	%		8,455,324	79.7	%
Total Low-Cost Deposits		36,853,006		37,064,733		36,625,990		20,930,754		20,790,588		(211,727	)	-2.3	%		16,062,418	77.3	%
CD’s < $100K		9,861,939		9,444,820		9,135,136		4,743,932		4,827,603		417,119		17.7	%		5,034,336	104.3	%
CD’s > $100K		7,807,505		7,128,790		6,012,449		4,318,518		3,455,851		678,715		38.1	%		4,351,654	125.9	%
Other Time Deposits		5,065,221		5,028,680		4,815,682		4,443,757		2,351,531		36,541		2.9	%		2,713,690	115.4	%
	$	59,587,671	$	58,667,023	$	56,589,257	$	34,436,961	$	31,425,573	$	920,648		6.3	%	$	28,162,098	89.6	%

Average Community Banking and Wholesale Deposits

											1Q05				1Q05
($ amounts in thousands)	1Q05		4Q04		3Q04		2Q04		1Q04		vs. 4Q04*				vs. 1Q04
Community Bank Deposits	$	49,683,350	$	48,977,996	$	48,217,161	$	27,414,895	$	27,284,201	$	705,354	5.8	%	$	22,399,149	82.1	%
Wholesale Deposits		8,704,785		8,404,221		8,463,653		5,987,319		5,047,579		300,564	14.3	%		3,657,206	72.5	%
	$	58,388,135	$	57,382,217	$	56,680,814	$	33,402,214	$	32,331,780	$	1,005,918	7.0	%	$	26,056,355	80.6	%

* Linked quarter percentage changes are presented on an annualized basis.

•   Drivers of deposit growth were interest-free demand deposits and both retail and wholesale certificates of deposit, offset partially by a decline in money market deposits.

•   Average wholesale banking deposits increased 14%, linked-quarter, annualized primarily due to the attractiveness of these deposits as a source of funding during the quarter, relative to other funding sources.

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PAGE 9

Operating Performance

Revenue

																1Q05					1Q05
($ amounts in thousands)	1Q05			4Q04			3Q04			2Q04			1Q04			vs. 4Q04*					vs. 1Q04
Net Interest Income (TE basis)	$	701,106		$	695,345		$	694,217		$	397,089		$	395,411		$	5,761		3.3	%	$	305,695	77.3	%
Non-Interest Income (excl. sec. gains/ losses)		452,768			459,064			456,303			330,724			345,177			(6,296	)	-5.5	%		107,591	31.2	%
Total Revenue (TE basis)	$	1,153,874		$	1,154,409		$	1,150,520		$	727,813		$	740,588		$	(535	)	-0.2	%	$	413,286	55.8	%
Fee Income as a % of Total Revenue		39.2	%		39.8	%		39.7	%		45.4	%		46.6	%

(1) Certain amounts in prior periods have been adjusted to reflect current period presentation.

* Linked quarter percentage changes are presented on an annualized basis.

•   The net interest margin increased from 3.76% in 4Q04 to 3.84% in 1Q05 primarily due to an increase in loan yields, partially offset by a lesser increase in deposit rates.

•   Regions is positioned slightly asset-sensitive at March 31, 2005, and expects to remain slightly asset sensitive for the near term.

•   The decline in non-interest income is primarily attributable to a decline in mortgage banking revenues, and weaker than normal service charge fees. (See next page for additional detail.)

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Non-Interest Income and Expense

Non-interest Income and Expense

Non-interest Income
												1Q05						1Q05
($ amounts in thousands)	1Q05			4Q04		3Q04		2Q04		1Q04		vs. 4Q04*						vs. 1Q04
Brokerage and investment banking	$	144,490		$	145,926	$	122,285	$	128,886	$	138,203	$	(1,436	)		-3.9	%	$	6,287			4.5	%
Trust department income		31,990			29,824		30,386		21,668		20,691		2,166			29.1	%		11,299			54.6	%
Service charges on deposit accounts		123,818			133,381		139,286		73,607		71,868		(9,563	)		-28.7	%		51,950			72.3	%
Mortgage servicing & origination fees		39,312			41,227		46,166		19,868		21,584		(1,915	)		-18.6	%		17,728			82.1	%
Securities (losses) gains, net		(33,966	)		197		49,937		149		12,803		(34,163	)	NM				(46,769	)	NM
Insurance premiums & commissions		22,006			19,807		21,393		21,645		23,155		2,199			44.4	%		(1,149	)		-5.0	%
Gain on sale of mortgage loans		21,801			24,927		32,309		35,908		35,639		(3,126	)		-50.2	%		(13,838	)		-38.8	%
Derivative income		3,983			2,585		2,464		1,799		964		1,398			216.3	%		3,019			313.2	%
SOI and Capital Factors		13,371			22,683		21,908		—		—		(9,312	)		-164.2	%		13,371			N/A
Other		51,997			38,704		40,106		27,343		33,073		13,293			137.4	%		18,924			57.2	%
Total non-interest income	$	418,802		$	459,261	$	506,240	$	330,873	$	357,980	$	(40,459	)		-35.2	%	$	60,822			17.0	%

Non-interest Expense
													1Q05					1Q05
($ amounts in thousands)	1Q05			4Q04		3Q04		2Q04			1Q04		vs. 4Q04*					vs. 1Q04
Salaries and employee benefits**	$	425,290		$	420,328	$	418,258	$	282,369		$	286,903	$	4,962		4.7	%	$	138,387			48.2	%
Net occupancy expense**		53,918			52,070		52,281		25,985			27,800		1,848		14.2	%		26,118			93.9	%
Furniture and equipment expense**		31,890			32,427		32,079		19,333			18,130		(537	)	-6.6	%		13,760			75.9	%
Amortization of core deposit intangible		12,126			12,552		12,974		421			420		(426	)	-13.6	%		11,706		NM
Amortization of MSR’s		21,379			24,657		21,239		7,664			9,257		(3,278	)	-53.2	%		12,122			130.9	%
(Recapture) impairment of MSR’s		(35,000	)		—		50,000		(40,000	)		12,000		(35,000	)	100.0	%		(47,000	)	NM
Loss on early extinguishment of debt		—			—		—		39,620			—		—		—			—			—
Merger-related and other charges		38,894			35,005		12,369		8,173			321		3,889		44.4	%		38,573		NM
Other**		173,341			171,520		173,708		114,678			128,765		1,821		4.2	%		44,576			34.6	%
Total non-interest expense	$	721,838		$	748,559	$	772,908	$	458,243		$	483,596	$	(26,721	)	-14.3	%	$	238,242			49.3	%

*	Linked quarter percentage changes are presented on an annualized basis.
**	Net of merger and other charges in 2Q04, 3Q04, 4Q04 and/or 1Q05.

•   Trust department income increased $2.2 million, or 29.1%, linked-quarter, annualized, compared to 4Q04 due to an increase in the value of trust assets as of the beginning of the quarter and a seasonal increase in the annual billing cycle.

•   Service charges on deposit accounts declined $9.6 million linked-quarter primarily as a result of continued weakness in NSF/OD charges in addition to the effects of offering a free checking product and lower commercial deposit balances.

•   $1.4 billion of bonds were sold at a loss of $34.0 million in conjunction with $35.0 million of mortgage servicing rights recapture.

•   Insurance revenues increased $2.2 million due to seasonally higher commissions and a focus on the transactional business group, which works with banking customers.

•   SOI’s net revenues declined approximately $7.5 million due to the seasonal effect of payroll taxes on SOI’s net revenues.

•   Other non-interest income increased $13.3 million linked quarter as a result of several smaller increases in areas such as international and low income housing in addition to other miscellaneous areas.

•   Total cost saves of $23 million were recognized in 1Q 2005. This represents an incremental $9 million compared to fourth quarter’s $24 million, less the $10 million piece that was a one-time benefit.

•   Non-interest expense, excluding merger-related charges and recapture of MSR’s, of $718 million increased approximately $4 million on a comparable linked-quarter basis primarily due to an increase in payroll taxes and a subsidiary dividend payment, partially offset by declining MSR amortization and cost saves.

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PAGE 11

Morgan Keegan

Morgan Keegan

Summary Income Statement
											1Q05						1Q05
($ amounts in thousands)	1Q05		4Q04		3Q04		2Q04		1Q04		vs. 12/31/04*					vs. 1Q04
Revenues:
Commissions	$	49,650	$	49,305	$	47,079	$	38,751	$	43,965	$	345		2.8	%		$	5,685		12.9	%
Principal transactions		38,277		42,524		40,169		48,583		53,838		(4,247	)	-39.9	%			(15,561	)	-28.9	%
Investment banking		36,905		34,877		19,529		24,944		24,545		2,028		23.3	%			12,360		50.4	%
Interest		17,833		17,669		14,334		11,470		12,636		164		3.7	%			5,197		41.1	%
Trust fees and services		25,856		24,734		26,402		18,245		17,591		1,122		18.1	%			8,265		47.0	%
Investment advisory		26,520		25,992		22,832		20,530		18,683		528		8.1	%			7,837		41.9	%
Other		9,249		8,613		6,855		7,291		5,212		636		29.5	%			4,037		77.5	%
Total revenues		204,290		203,714		177,200		169,814		176,470		576		1.1	%			27,820		15.8	%
Expenses:
Interest expense		9,168		9,233		6,954		5,303		7,397		(65	)	-2.8	%			1,771		23.9	%
Non-interest expense		153,218		156,029		139,274		133,502		135,614		(2,811	)	-7.2	%			17,604		13.0	%
Total expenses		162,386		165,262		146,228		138,805		143,011		(2,876	)	-7.0	%			19,375		13.5	%
Income before income taxes		41,904		38,452		30,972		31,009		33,459		3,452		35.9	%			8,445		25.2	%
Income taxes		15,672		14,637		11,499		11,580		12,540		1,035		28.3	%			3,132		25.0	%
Net income	$	26,232	$	23,815	$	19,473	$	19,429	$	20,919	$	2,417		40.6	%		$	5,313		25.4	%

Breakout of Revenue by Division

				Fixed-
				income			Equity			Regions
	Private			Capital			Capital			MK			Investment			Interest
($ amounts in thousands)	Client			Markets			Markets			Trust			Advisory			& Other
Three months ended March 31, 2005:
$ amount of revenue	$	63,174		$	40,285		$	26,416		$	25,856		$	28,352		$	20,207
% of gross revenue		30.9	%		19.7	%		12.9	%		12.7	%		13.9	%		9.9	%
Three months ended December 31, 2004:
$ amount of revenue	$	65,822		$	45,222		$	20,727		$	24,734		$	27,458		$	19,751
% of gross revenue		32.3	%		22.2	%		10.2	%		12.1	%		13.5	%		9.7	%
Three months ended March 31, 2004:
$ amount of revenue	$	60,064		$	50,464		$	15,520		$	17,590		$	19,792		$	13,040
% of gross revenue		34.0	%		28.6	%		8.8	%		10.0	%		11.2	%		7.4	%

*   Linked quarter percentage changes are presented on an annualized basis.

•   Principal transactions revenues declined $4.2 million primarily due to a decline in fixed income trading activity.

•   Both fixed income and equity investment banking activity was strong in the quarter, leading to a $2.0 million increase in investment banking revenues.

•   Non-interest expenses declined $2.8 million primarily as a result of declining commission expense and cost saves.

•   Private client revenues declined $2.6 million linked-quarter as first quarter trading activity is seasonally slower than fourth quarter.

•   Fixed income capital markets revenues declined $4.9 million linked-quarter due to seasonal factors and a generally slower fixed-income trading environment.

•   Equity capital markets revenues increased $5.7 million linked-quarter primarily due to increased investment banking activity.

•   21,100 new accounts were opened in the first quarter compared to 17,300 in the fourth quarter of 2004.

•   Total customer assets were $48.9 billion at March 31, 2005, compared to $48.5 billion at December 31, 2004.

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PAGE 12

Mortgage Operations

Mortgage Operations
													1Q05					1Q05
	1Q05			4Q04		3Q04		2Q04			1Q04		vs. 4Q04*					vs. 1Q04
Single family mortgage production (millions):
Regions Mortgage	$	2,086		$	2,353	$	2,456	$	952		$	731	$	(267	)	-45.4	%	$	1,355		185.4	%
EquiFirst		1,692			1,676		1,344		1,476			985		16		3.8	%		707		71.8	%
Total	$	3,778		$	4,029	$	3,800	$	2,428		$	1,716	$	(251	)	-24.9	%	$	2,062		120.2	%
Gain(loss) on sale of mortgage loans (thous.):
Regions Mortgage	$	(849	)	$	384	$	4,125	$	(946	)	$	330	$	(1,233	)	-1284.4	%	$	(1,179	)	-357.3	%
EquiFirst		22,650			24,543		28,184		36,854			35,309		(1,893	)	-30.9	%		(12,659	)	-35.9	%
Total	$	21,801		$	24,927	$	32,309	$	35,908		$	35,639	$	(3,126	)	-50.2	%	$	(13,838	)	-38.8	%
Servicing portfolio	$	39.5Billion		$	39.4Billion	$	39.3Billion	$	15.8Billion		$	15.9Billion
Capitalized mortgage servicing rights (net)	$	425.2MM		$	396.6MM	$	401.0MM	$	156.8MM		$	113.1MM
MSR valuation allowance	$	26.5MM		$	61.5MM	$	61.5MM	$	11.5MM		$	51.5MM
MSR capitalization rate - total portfolio	106 bps.			102 bps.		102 bps.		99 bps.			71 bps.
MSR capitalization rate - 3rd party servicing	138 bps.			127 bps.		131 bps.		138 bps.			98 bps.
New servicing capitalization rate	115 bps.			117 bps.		122 bps.		132 bps.			129 bps.

*   Linked quarter percentage changes are presented on an annualized basis.

•   Conforming mortgage production declined slightly to $2.1 billion in 1Q05 from $2.4 billion in 4Q04 in line with industry trends.

•   Non-conforming mortgage production was relatively flat linked-quarter at $1.7 billion.

•   EquiFirst’s gain on sale of mortgage loans declined, linked-quarter, primarily as a result of lower sales volume in the first quarter of 2005.

•   Regions Mortgage originates conforming mortgage loans and services loans originated in-house and by others.

•   EquiFirst originates non-conforming mortgage loans primarily through a broker network and sells them servicing-released, on a whole loan basis, at a premium.

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PAGE 13

Credit Quality

Credit Quality
																YTD			YTD
($ in thousands)	1Q05			4Q04			3Q04			2Q04			1Q04			3/31/2005			3/31/2004
Allowance for loan losses	$	760,032		$	754,721		$	756,750		$	452,677		$	455,566		$	760,032		$	455,566
Provision for loan losses	$	30,000		$	45,000		$	43,500		$	25,000		$	15,000		$	30,000		$	15,000
Net loans charged off:
Commercial	$	9,225		$	28,744		$	19,201		$	21,472		$	8,350		$	9,225		$	8,350
Real estate		9,941			6,560			12,716			3,846			1,658		$	9,941		$	1,658
Installment		5,523			11,725			10,654			2,571			3,483		$	5,523		$	3,483
Total	$	24,689		$	47,029		$	42,571		$	27,889		$	13,491		$	24,689		$	13,491
Net loan charge-offs as a % of average loans, annualized
Commercial		0.24	%		0.74	%		0.50	%		0.83	%		0.33	%		0.24	%		0.33	%
Real estate		0.12	%		0.08	%		0.17	%		0.09	%		0.04	%		0.12	%		0.04	%
Installment		0.25	%		0.48	%		0.41	%		0.18	%		0.25	%		0.25	%		0.25	%
Total		0.17	%		0.33	%		0.30	%		0.34	%		0.17	%		0.17	%		0.17	%
Non-performing assets:
Non-accrual loans	$	429,171		$	388,379		$	389,491		$	187,685		$	201,805
Renegotiated loans		257			279			284			—			391
Other real estate		57,624			63,598			72,424			37,652			45,356
Total	$	487,052		$	452,256		$	462,199		$	225,337		$	247,552
Loans past due > 90 days	$	62,074		$	74,777		$	61,545		$	37,147		$	34,091

•   Annualized charge-offs were a low 0.17% of average loans in 1Q05 compared to 0.33% of average loans in 4Q04.

•   Non-performing assets increased $35 million compared to 4Q04 primarily due to a single sizeable loan relationship being placed on non-accrual status. This large non-performing loan has an outstanding balance of approximately $60 million. In January 2005, Regions disclosed that the borrower had declared bankruptcy and that the credit was being evaluated pending anticipated first quarter developments, possibly resulting in non-performing asset status.

•   At March 31, 2005, non-performing assets totaled 0.84% of loans and other real estate compared to 0.79% at December 31, 2004.

•   Regions’ non-performing loan portfolio is composed primarily of small to medium-sized loans that are diversified geographically throughout its franchise.

•   Management considers the current level of the allowance for loan losses adequate to absorb probable losses from loans in the portfolio. Management’s determination of the adequacy of the allowance for loan losses requires the use of judgments and estimates that may change in the future. Unfavorable changes in the factors used by management to determine the adequacy of the reserve, or the availability of new information, could cause the allowance for loan losses to be increased or decreased in future periods.

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PAGE 14

Additional financial and operational data

	1Q05			4Q04			3Q04			2Q04			1Q04
FTE employees		25,751			26,117			26,382			16,506			16,258
Authorized shares remaining under buyback program	14.7		MM	19.2		MM	20		MM	20		MM	7		MM
Full service offices		1,336			1,322			1,315			689			683
ATM’s		1,598			1,619			1,639			754			754
Morgan Keegan offices		251			244			232			148			147

•   Regions has Board of Directors authorization to repurchase up to 20 million shares of common stock.

•   During the first quarter, 4.5 million shares were repurchased.

Merger-related and other charges
(Pre-tax dollars in millions)

						Regions
						Income Statement		Excess Purchase
	Total			Union Planters		Effect		Price
First Quarter 2004	$	12.2		$	11.9	$	0.3	$	—
Second Quarter 2004		128.2			114.5		8.2		5.5
Third Quarter 2004		92.0			n/a		12.4		79.6
Fourth Quarter 2004		35.0			n/a		35.0		—
First Quarter 2005		38.9			n/a		38.9		—
Cumulative to date		306.3			126.4		94.8		85.1
Originally projected merger- related expenses(1)		300.0
Union Planters restructuring charges(2)		60.0
Total merger-related restructuring charges	$	360.0
Estimated remaining charges to be incurred	$	53.7
Cumulative to date vs. total projected		85.1	%

(1)	Projections provided by management at time of merger announcement, January 23, 2004.
(2)	Projections provided by Union Planters management in 4Q03 press release.

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PAGE 15

Forward-Looking Statements

The information contained in this press release may include forward-looking statements that reflect Regions’ current views with respect to future events and financial performance. The forward-looking statements are based only on current expectations and general assumptions and are subject to various risks, uncertainties, and other factors that may cause actual results to differ materially from the views, beliefs, and projections expressed in such statements. Such forward-looking statements are made in good faith by Regions pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

The words “believe,” “expect,” “anticipate,” “project,” and similar expressions signify forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements made by or on behalf of Regions. Any such statement speaks only as of the date the statement was made. Regions undertakes no obligation to update or revise any forward-looking statements.

Some factors that may affect the accuracy of our projections apply generally to the financial services industry, including: (1) the easing of restrictions on participants in the financial services industry, such as banks, securities brokers and dealers, investment companies, and finance companies, may increase our competitive pressures; (2) possible changes in interest rates may increase our funding costs and reduce our earning asset yields, thus reducing our margins; (3) possible changes in general economic and business conditions in the United States and the South, in general, and in the communities we serve, in particular, may lead to a deterioration in credit quality, thereby increasing our provisioning costs, or a reduced demand for credit, thereby reducing our earning assets; (4) the existence or exacerbation of general geopolitical instability and uncertainty, including the threat or occurrence of acts of terror or the occurrence or escalation of hostilities; (5) possible changes in trade, monetary and fiscal policies, laws, and regulations, and other activities of governments, agencies, and similar organizations, including changes in accounting standards, may have an adverse effect on our business; and (6) possible changes in consumer and business spending and saving habits could have an effect on our ability to grow our assets and to attract deposits.

Other factors that may affect the accuracy of our projections are specific to Regions, including: (1) the cost and other effects of material contingencies, including litigation contingencies; (2) our ability to expand into new markets and to maintain profit margins in the face of pricing pressures; (3) our ability to keep pace with technological changes; (4) our ability to develop competitive new products and services in a timely manner and the acceptance of such products and services by Regions’ customers and potential Regions customers; (5) our ability to effectively manage interest rate risk and other market risk, credit risk and operational risk; (6) our ability to manage fluctuations in the value of our assets and liabilities and off-balance sheet exposures so as to maintain sufficient capital and liquidity to support our business; and (7) our ability to achieve the earnings expectations related to the businesses that we have acquired or may acquire in the future, which in turn depends on a variety of factors, including: our ability to achieve anticipated cost savings and revenue enhancements with respect to acquired operations; the assimilation of acquired operations to the Regions corporate culture, including the ability to instill our credit practices and efficient approach to acquired operations; and the continued growth of the markets that the acquired entities serve, consistent with recent historical experience.

In addition, statements made in this financial supplement and the accompanying press release, other periodic reports filed by Regions with the Securities and Exchange Commission, and other written or oral statements made by or on behalf of Regions may include forward looking statements relating to the benefits of the merger between Regions and Union Planters Corporation, including future financial and operating results, and Regions’ plans, objectives, expectations and intentions. Such statements involve risks and uncertainties that may cause results to differ materially from those set forth in these statements.

The following factors, among those addressed above and others, could cause actual results to differ materially from those set forth in such forward-looking statements: (1) the level and timeliness of realization, if any, of expected cost savings and revenue synergies from the merger; (2) difficulties related to the operational effects of the merger and the integration of the businesses of Regions and Union Planters, including integration of information systems and retention of key personnel; (3) disruption from the merger may make it more difficult to maintain relationships with clients, employees or suppliers; (4) a materially adverse change in the financial condition of Regions, Union Planters or the combined company; (5) lower than expected revenues following the merger (6) other difficulties resulting from the merger.

Regions’ Investor Relations contact is Jenifer M. Goforth at (205) 244-2823; Regions’ Media contact is Kristi Lamont Ellis at (205) 326-7179.