® PROPOSED MERGER Ì YOUR VOTE IS VERY IMPORTANT The boards of directors of Regions Financial Corporation and Union Planters Corporation have each unanimously approved a strategic merger designed to create a Ñnancial institution with a larger and more competitive presence in the mid-Southeast region of the U.S. and other markets we serve, with a leading regional banking, brokerage and mortgage business. We believe the combined company will create substantially more stockholder value than could be achieved by either company individually. After completion of the merger, we expect that current Regions stockholders will own approximately 59% of the combined company and Union Planters shareholders will own approximately 41% of the combined company. We will combine our companies by merging each into a newly-formed company, which we call ""New Regions,'' and which will be renamed ""Regions Financial Corporation'' in the merger. If the merger is completed, Regions stockholders will receive 1.2346 shares of New Regions common stock for each share of Regions common stock held immediately prior to the merger. Union Planters shareholders will receive one share of New Regions common stock for each share of Union Planters common stock held immediately prior to the merger. Regions Union Planters Common Common Stock Stock Closing Price Closing Price January 22, 2004 (the day prior to announcement of the merger) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $37.75 $31.36 April 28, 2004ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $34.85 $28.33 You should obtain current market quotations for both Regions common stock and Union Planters common stock. Regions common stock is listed on the New York Stock Exchange under the symbol ""RF.'' Union Planters common stock is listed on the New York Stock Exchange under the symbol ""UPC.'' The merger will generally be tax-free to both Regions stockholders and Union Planters shareholders except for taxes on cash received instead of fractional New Regions shares. We cannot complete the merger unless the Regions stockholders and Union Planters shareholders approve it. Regions will hold a stockholders' meeting and Union Planters will hold a shareholders' meeting to vote on this merger proposal. Your vote is important. Whether or not you plan to attend your meeting, please take the time to submit your proxy with voting instructions in accordance with the instructions contained in this document. If you do not vote, it will have the same eÅect as voting against the merger. The places, dates and times of the meetings are as follows: For Regions stockholders: For Union Planters shareholders: June 8, 2004 June 8, 2004 Regions Bank Operations Center Union Planters Bank, National Association 201 Milan Parkway 6200 Poplar Avenue, Main Floor Birmingham, Alabama 35209 Memphis, Tennessee 38119 Regions' board of directors unanimously Union Planters' board of directors unanimously recommends that Regions stockholders vote recommends that Union Planters shareholders vote FOR adoption of the merger agreement FOR approval of the merger agreement. This document describes the meetings, the merger, the documents related to the merger, and other related matters. Please read this entire document carefully. You can also obtain information about our companies from documents that we have Ñled with the Securities and Exchange Commission. Carl E. Jones, Jr. Jackson W. Moore Chairman of the Board, President and Chairman, President and Chief Executive OÇcer Chief Executive OÇcer Union Planters Corporation Regions Financial Corporation Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the New Regions common stock to be issued under this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal oÅense. The securities to be issued in the merger are not savings or deposit accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. The date of this joint proxy statement/prospectus is April 29, 2004, and it is Ñrst being mailed or otherwise delivered to Regions stockholders and Union Planters shareholders on or about May 3, 2004. REFERENCES TO ADDITIONAL INFORMATION This document incorporates important business and Ñnancial information about Regions and Union Planters from documents that are not included in or delivered with this document. You can obtain documents incorporated by reference in this document, other than certain exhibits to those documents, by requesting them in writing or by telephone from the appropriate company at the following addresses: Regions Financial Corporation Union Planters Corporation 417 North 20th Street 6200 Poplar Avenue Birmingham, Alabama 35202 Memphis, Tennessee 38119 Attention: Jenifer Goforth Attention: Richard W. Trigger Investor Relations Investor Relations Telephone: (205) 944-1300 Telephone: (901) 580-5977 You will not be charged for any of these documents that you request. Regions stockholders and Union Planters shareholders requesting documents should do so by June 1, 2004 in order to receive them before the meetings. See ""WHERE YOU CAN FIND MORE INFORMATION'' on page 144. VOTE ELECTRONICALLY OR BY TELEPHONE Regions stockholders of record may submit their proxies: ‚ through the internet, by visiting the website indicated on their proxy card and following the instructions; or ‚ by telephone, by calling the toll-free number indicated on their proxy card on a touch-tone phone and following the recorded instructions. Union Planters shareholders of record may submit their proxies: ‚ through the internet, by visiting the website indicated on their proxy card and following the instructions; or ‚ by telephone, by calling the toll-free number indicated on their proxy card on a touch-tone phone and following the recorded instructions. REGIONS FINANCIAL CORPORATION 417 North 20th Street Birmingham, Alabama 35202 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 8, 2004 Regions Financial Corporation will hold its annual meeting of stockholders at Regions Bank Operations Center, 201 Milan Parkway, Birmingham, Alabama 35209 at 10:00 a.m., local time, on June 8, 2004 to consider and vote upon the following matters: ‚ a proposal to adopt the Agreement and Plan of Merger, dated as of January 22, 2004, by and between Union Planters Corporation and Regions Financial Corporation, pursuant to which Union Planters and Regions will each be merged with and into a newly-formed holding company, New Regions Financial Corporation; ‚ electing the four nominees for director named in the attached joint proxy statement/prospectus as directors of Regions, to serve as directors with terms expiring at the 2007 annual meeting of stockholders, in each case until their successors are duly elected and qualiÑed. If the merger is completed, the board of directors of New Regions will be reconstituted to consist of thirteen directors from Regions and thirteen directors from Union Planters, as described in the accompanying joint proxy statement/prospectus; ‚ ratifying the appointment of Ernst & Young LLP as Regions' independent auditors for the year 2004; ‚ a stockholder proposal which the board of directors and management oppose regarding the required stockholder vote for election of directors; ‚ a proposal to approve the adjournment of the Regions annual meeting, if necessary or appropriate, to solicit additional proxies; and ‚ such other business as may properly come before the Regions meeting or any adjournment or postponement thereof. In the merger, New Regions will be the surviving corporation, and each share of Regions common stock will be converted into 1.2346 shares of New Regions common stock and each share of Union Planters common stock will be converted into one share of New Regions common stock. Your attention is directed to the joint proxy statement/prospectus accompanying this notice for a complete discussion of the merger and the related transactions. A copy of the merger agreement is included as Appendix A to the accompanying joint proxy statement/prospectus. The Regions board of directors has Ñxed the close of business on April 27, 2004 as the record date for the Regions annual meeting. This means that Regions stockholders of record at such time are entitled to notice of, and to vote at, the Regions annual meeting or any adjournment or postponement of the annual meeting. A complete list of Regions stockholders entitled to vote at the Regions annual meeting will be made available for inspection by any Regions stockholder for ten days prior to the Regions annual meeting at the principal executive oÇces of Regions and at the time and place of the Regions annual meeting. In order for the merger agreement to be adopted, the holders of a majority of the Regions shares outstanding and entitled to vote thereon must vote in favor of adoption of the merger agreement. Whether or not you plan to attend the annual meeting, please submit your proxy with voting instructions. To submit your proxy by mail, please complete, sign, date and return the accompanying proxy card in the enclosed self-addressed, stamped envelope. Alternatively, you may use the toll-free telephone number indicated on the proxy card to vote by telephone or visit the website indicated on the proxy card to vote on the internet. This will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any holder