FINAL AGREEMENT AND PLAN OF MERGER BY AND BETWEEN FIRST COMMERCIAL CORPORATION

1
EXHIBIT 1

FINAL

AGREEMENT AND PLAN OF MERGER

BY AND BETWEEN

FIRST COMMERCIAL CORPORATION

AND

REGIONS FINANCIAL CORPORATION

DATED AS OF FEBRUARY 8, 1998
2

TABLE OF CONTENTS

PAGE
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Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Preamble . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE 1 - TRANSACTIONS AND TERMS OF MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

1.1 Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Time and Place of Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.3 Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.4 Execution of Stock Option Agreement . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE 2 - TERMS OF MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2.1 Certificate of Incorporation . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.2 Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.3 Directors and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE 3 - MANNER OF CONVERTING SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

3.1 Conversion of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.2 Anti-Dilution Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.3 Shares Held by FCC or Regions . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.4 Dissenting Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.5 Fractional Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.6 Conversion of Stock Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE 4 - EXCHANGE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

4.1 Exchange Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4.2 Rights of Former FCC Stockholders . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF FCC . . . . . . . . . . . . . . . . . . . . . . . . . 7

5.1 Organization, Standing, and Power . . . . . . . . . . . . . . . . . . . . . . . . 7
5.2 Authority; No Breach By Agreement . . . . . . . . . . . . . . . . . . . . . . . . 7
5.3 Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.4 FCC Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.5 SEC Filings; Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . 9
5.6 Absence of Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . 10
5.7 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . 10
5.8 Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
5.9 Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
5.10 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
5.11 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.12 Labor Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.13 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
5.14 Material Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
5.15 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5.16 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5.17 Statements True and Correct . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
5.18 Accounting, Tax, and Regulatory Matters . . . . . . . . . . . . . . . . . . . . . 17

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5.19 State Takeover Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5.20 Charter Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5.21 Rights Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5.22 Derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5.23 Year 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE 6 - REPRESENTATIONS AND WARRANTIES OF REGIONS . . . . . . . . . . . . . . . . . . . . . . . 19

6.1 Organization, Standing, and Power . . . . . . . . . . . . . . . . . . . . . . . . 19
6.2 Authority; No Breach By Agreement . . . . . . . . . . . . . . . . . . . . . . . . 19
6.3 Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
6.4 Regions Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
6.5 SEC Filings; Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . 21
6.6 Absence of Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . . . . . 21
6.7 Absence of Certain Changes or Events . . . . . . . . . . . . . . . . . . . . . . . 21
6.8 Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6.9 Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.10 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6.11 Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
6.12 Labor Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
6.13 Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
6.14 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
6.15 Statements True and Correct . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
6.16 Accounting, Tax, and Regulatory Matters . . . . . . . . . . . . . . . . . . . . . 26
6.17 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
6.18 Derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
6.19 Year 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE 7 - CONDUCT OF BUSINESS PENDING CONSUMMATION . . . . . . . . . . . . . . . . . . . . . . . 27

7.1 Affirmative Covenants of Both Parties . . . . . . . . . . . . . . . . . . . . . . 27
7.2 Negative Covenants of FCC . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
7.3 Adverse Changes in Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
7.4 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE 8 - ADDITIONAL AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

8.1 Registration Statement; Joint Proxy Statement; Stockholder Approvals . . . . . . . 30
8.2 Exchange Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
8.3 Applications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
8.4 Filings with State Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
8.5 Agreement as to Efforts to Consummate . . . . . . . . . . . . . . . . . . . . . . 31
8.6 Investigation and Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . 31
8.7 Press Releases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
8.8 Certain Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
8.9 Accounting and Tax Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
8.10 State Takeover Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
8.11 Charter Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
8.12 Rights Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

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8.13 Agreement of Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
8.14 Employee Benefits and Contracts . . . . . . . . . . . . . . . . . . . . . . . . . 34
8.15 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
8.16 Certain Modifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
8.17 Pending FCC Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE 9 - CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE . . . . . . . . . . . . . . . . . . . 37

9.1 Conditions to Obligations of Each Party . . . . . . . . . . . . . . . . . . . . . 37
9.2 Conditions to Obligations of Regions . . . . . . . . . . . . . . . . . . . . . . . 39
9.3 Conditions to Obligations of FCC . . . . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE 10 - TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

10.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
10.2 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
10.3 Non-Survival of Representations and Covenants . . . . . . . . . . . . . . . . . . 44

ARTICLE 11 - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

11.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
11.2 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
11.3 Brokers and Finders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
11.4 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
11.5 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
11.6 Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
11.7 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
11.8 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
11.9 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
11.10 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
11.11 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
11.12 Interpretations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
11.13 Enforcement of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
11.14 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

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LIST OF EXHIBITS

EXHIBIT NUMBER DESCRIPTION
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1. Form of Stock Option Agreement. (Section 1.4).

2. Form of Affiliate Agreement. (Sections 8.13, 9.2(d)).

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6
AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and
entered into as of February 8, 1998, by and between FIRST COMMERCIAL
CORPORATION ("FCC"), a corporation organized and existing under the Laws of the
State of Arkansas, with its principal office located in Little Rock, Arkansas;
and REGIONS FINANCIAL CORPORATION ("Regions"), a corporation organized and
existing under the Laws of the State of Delaware, with its principal office
located in Birmingham, Alabama.

PREAMBLE

The Boards of Directors of FCC and Regions are of the opinion that
the transactions described herein are in the best interests of the parties to
this Agreement and their respective stockholders. This Agreement provides for
the acquisition of FCC by Regions pursuant to the merger (the "Merger") of FCC
with and into Regions. At the effective time of the Merger, the outstanding
shares of the capital stock of FCC shall be converted into shares of the common
stock of Regions (except as provided herein). As a result, stockholders of FCC
shall become stockholders of Regions, and each of the subsidiaries of FCC shall
continue to conduct its business and operations as a subsidiary of Regions.
The transactions described in this Agreement are subject to the approvals of
the stockholders of FCC, the stockholders of Regions, the Board of Governors of
the Federal Reserve System, and certain state regulatory authorities, and the
satisfaction of certain other conditions described in this Agreement. It is
the intention of the parties to this Agreement that the Merger (i) for federal
income tax purposes shall qualify as a "reorganization" within the meaning of
Section 368(a) of the Internal Revenue Code, and (ii) for accounting purposes
shall qualify for treatment as a pooling of interests.

Immediately after the execution and delivery of this Agreement, as
a condition and inducement to Regions' willingness to enter into this
Agreement, FCC and Regions are entering into a stock option agreement (the
"Stock Option Agreement"), in substantially the form of Exhibit 1, pursuant to
which FCC is granting to Regions an option to purchase shares of FCC Common
Stock.

Certain terms used in this Agreement are defined in Section 11.1
of this Agreement.

NOW, THEREFORE, in consideration of the above and the mutual
warranties, representations, covenants, and agreements set forth herein, the
Parties agree as follows:

ARTICLE 1
TRANSACTIONS AND TERMS OF MERGER

1.1 MERGER. Subject to the terms and conditions of this
Agreement, at the Effective Time, FCC shall be merged with and into Regions in
accordance with the provisions of Section 4-27-1107 of the ABCA and with the
effect provided in Section 4-

27-1106 of the ABCA and Section 252 of the DGCL and with the effect provided in
Section 259 of the DGCL (the "Merger"). Regions shall be the Surviving
Corporation resulting from the Merger and shall continue to be governed by the
Laws of the State of Delaware. The Merger shall be consummated pursuant to the
terms of this Agreement, which has been approved and adopted by the respective
Boards of Directors of FCC and Regions.

1.2 TIME AND PLACE OF CLOSING. The consummation of the Merger
(the "Closing") shall take place at 9:00 A.M. on the date that the Effective
Time occurs (or the immediately preceding day if the Effective Time is earlier
than 9:00 A.M.), or at such other time as the Parties, acting through their
duly authorized officers, may mutually agree. The place of Closing shall be at
such location as may be mutually agreed upon by the Parties.

1.3 EFFECTIVE TIME. The Merger and the other transactions
contemplated by this Agreement shall become effective on the date and at the
time the Arkansas Articles of Merger reflecting the Merger shall become
effective with the Secretary of State of the State of Arkansas and the Delaware
Certificate of Merger shall become effective with the Secretary of State of the
State of Delaware (the "Effective Time"). Subject to the terms and conditions
hereof, unless otherwise mutually agreed upon in writing by the duly authorized
officers of each Party, the Parties shall use their reasonable efforts to cause
the Effective Time to occur on or before the 15th business day (as designated
by Regions) following the last to occur of (i) the effective date (including
expiration of any applicable waiting period) of the last required Consent of
any Regulatory Authority having authority over and approving or exempting the
Merger, and (ii) the date on which the stockholders of Regions and FCC approve
the matters relating to this Agreement required to be approved by such
stockholders by applicable Law.

1.4 EXECUTION OF STOCK OPTION AGREEMENT. Immediately after the
execution of this Agreement and as a condition hereto, FCC is executing and
delivering to Regions the Stock Option Agreement.

ARTICLE 2
TERMS OF MERGER

2.1 CERTIFICATE OF INCORPORATION. The Certificate of
Incorporation of Regions in effect immediately prior to the Effective Time
shall be the Certificate of Incorporation of the Surviving Corporation after
the Effective Time until otherwise amended or repealed.

2.2 BYLAWS. The Bylaws of Regions in effect immediately prior
to the Effective Time shall be the Bylaws of the Surviving Corporation after
the Effective Time until otherwise amended or repealed.

2.3 DIRECTORS AND OFFICERS. The directors of Regions in office
immediately prior to the Effective Time, together with such additional
individuals elected in accordance with the terms of the Supplemental Letter,
shall serve as the directors of the Surviving Corporation from and

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after the Effective Time in accordance with the Bylaws of the Surviving
Corporation. The officers of Regions in office immediately prior to the
Effective Time, together with such additional officers of FCC as thereafter
elected, shall serve as the officers of the Surviving Corporation from and
after the Effective Time in accordance with the Bylaws of the Surviving
Corporation.

ARTICLE 3
MANNER OF CONVERTING SHARES

3.1 CONVERSION OF SHARES. Subject to the provisions of this
Article 3, at the Effective Time, by virtue of the Merger and without any
action on the part of Regions or FCC, or the stockholders of either of the
foregoing, the shares of the constituent corporations shall be converted as
follows:

(a) Each share of Regions Common Stock issued and
outstanding immediately prior to the Effective Time shall remain issued
and outstanding from and after the Effective Time.

(b) Each share of FCC Common Stock (including any
associated Preferred Stock Purchase Rights, but excluding shares held by
any FCC Company or any Regions Company, in each case other than in a
fiduciary capacity or as a result of debts previously contracted) issued
and outstanding at the Effective Time shall be converted into 1.7 shares
of Regions Common Stock (subject to adjustment pursuant to Section
10.1(g) of this Agreement, the "Exchange Ratio").

3.2 ANTI-DILUTION PROVISIONS. In the event FCC changes the
number of shares of FCC Common Stock issued and outstanding prior to the
Effective Time as a result of a stock split, stock dividend, recapitalization,
or similar transaction with respect to such stock, the Exchange Ratio shall be
proportionately adjusted. In the event Regions changes the number of shares of
Regions Common Stock issued and outstanding prior to the Effective Time as a
result of a stock split, stock dividend, recapitalization, or similar
transaction with respect to such stock and the record date therefor (in the
case of a stock dividend) or the effective date thereof (in the case of a stock
split or similar recapitalization for which a record date is not established)
shall be prior to the Effective Time, the Exchange Ratio shall be
proportionately adjusted.

3.3 SHARES HELD BY FCC OR REGIONS. Each of the shares of FCC
Common Stock held by any FCC Company or by any Regions Company, in each case
other than in a fiduciary capacity or as a result of debts previously
contracted, shall be canceled and retired at the Effective Time and no
consideration shall be issued in exchange therefor.

3.4 DISSENTING STOCKHOLDERS. Any holder of shares of FCC Common
Stock who perfects such holder's dissenters' rights of appraisal in accordance
with and as contemplated by Sections 4-27-1301 et seq. of the ABCA shall be
entitled to receive the value of such shares in cash as determined pursuant to
such provision of Law; provided, however, that no such payment shall be made to
any dissenting stockholder unless and until such dissenting stockholder has

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complied with the applicable provisions of the ABCA and surrendered to FCC the
certificate or certificates representing the shares for which payment is being
made. In the event that after the Effective Time a dissenting stockholder of
FCC fails to perfect, or effectively withdraws or loses, such holder's right to
appraisal of and payment for such holder's shares, Regions shall issue and
deliver the consideration to which such holder of shares of FCC Common Stock is
entitled under this Article 3 (without interest) upon surrender by such holder
of the certificate or certificates representing shares of FCC Common Stock held
by such holder. FCC will establish an escrow account with an amount sufficient
to satisfy the maximum aggregate payment that may be required to be paid to
dissenting stockholders. Upon satisfaction of all claims of dissenting
stockholders, the remaining escrowed amount, reduced by payment of the fees and
expenses of the escrow agent, will be returned to the Surviving Corporation.

3.5 FRACTIONAL SHARES. Notwithstanding any other provision of
this Agreement, each holder of shares of FCC Common Stock exchanged pursuant to
the Merger who would otherwise have been entitled to receive a fraction of a
share of Regions Common Stock (after taking into account all certificates
delivered by such holder) shall receive, in lieu thereof, cash (without
interest) in an amount equal to such fractional part of a share of Regions
Common Stock multiplied by the market value of one share of Regions Common
Stock at the Effective Time. The market value of one share of Regions Common
Stock at the Effective Time shall be the last sale price of Regions Common
Stock on the Nasdaq NMS (as reported by The Wall Street Journal or, if not
reported thereby, any other authoritative source selected by Regions) on the
last trading day preceding the Effective Time. No such holder will be entitled
to dividends, voting rights, or any other rights as a stockholder in respect of
any fractional shares.

3.6 CONVERSION OF STOCK RIGHTS.

(a) At the Effective Time, each award, option, or other
right to purchase or acquire shares of FCC Common Stock pursuant to stock
options, stock appreciation rights, or stock awards ("FCC Rights") granted by
FCC under the FCC Stock Plans, which are outstanding at the Effective Time,
whether or not exercisable, shall be converted into and become rights with
respect to Regions Common Stock, and Regions shall assume each FCC Right, in
accordance with the terms of the FCC Stock Plan and stock option agreement by
which it is evidenced, except that from and after the Effective Time, (i)
Regions and its Compensation Committee shall be substituted for FCC and the
Committee of FCC's Board of Directors (including, if applicable, the entire
Board of Directors of FCC) administering such FCC Stock Plan, (ii) each FCC
Right assumed by Regions may be exercised solely for shares of Regions Common
Stock (or cash in the case of stock appreciation rights), (iii) the number of
shares of Regions Common Stock subject to such FCC Right shall be equal to the
number of shares of FCC Common Stock subject to such FCC Right immediately
prior to the Effective Time multiplied by the Exchange Ratio, and (iv) the per
share exercise price (or similar threshold price, in the case of stock awards)
under each such FCC Right shall be adjusted by dividing the per share exercise
(or threshold) price under each such FCC Right by the Exchange Ratio and
rounding up to the nearest cent. Notwithstanding the provisions of clause
(iii) of the preceding sentence, Regions shall not be obligated to issue any
fraction of a share of Regions Common Stock upon exercise of FCC Rights and any
fraction of a share of Regions Common Stock that otherwise would be subject to
a converted FCC Right shall

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represent the right to receive a cash payment equal to the product of such
fraction and the difference between the market value of one share of Regions
Common Stock and the per share exercise price of such Right. The market value
of one share of Regions Common Stock shall be the last sale price of Regions
Common Stock on the Nasdaq NMS (as reported by The Wall Street Journal or, if
not reported thereby, any other authoritative source selected by Regions) on
the last trading day preceding the Effective Time. In addition,
notwithstanding the provisions of clauses (iii) and (iv) of the first sentence
of this Section 3.6, each FCC Right which is an "incentive stock option" shall
be adjusted as required by Section 424 of the Internal Revenue Code, so as not
to constitute a modification, extension, or renewal of the option, within the
meaning of Section 424(h) of the Internal Revenue Code. Regions agrees to take
all necessary steps to effectuate the foregoing provisions of this Section 3.6.

(b) As soon as reasonably practicable after the Effective
Time, Regions shall deliver to the participants in each FCC Stock Plan an
appropriate notice setting forth such participant's rights pursuant thereto and
the grants pursuant to such FCC Stock Plan shall continue in effect on the same
terms and conditions (subject to the adjustments required by Section 3.6(a)
after giving effect to the Merger), and Regions shall comply with the terms of
each FCC Stock Plan to ensure, to the extent required by, and subject to the
provisions of, such FCC Stock Plan, that FCC Rights which qualified as
incentive stock options prior to the Effective Time continue to qualify as
incentive stock options after the Effective Time. At or prior to the Effective
Time, Regions shall take all corporate action necessary to reserve for issuance
sufficient shares of Regions Common Stock for delivery upon exercise of FCC
Rights assumed by it in accordance with this Section 3.6. As soon as
reasonably practicable after the Effective Time, Regions shall file a
registration statement on Form S-3 or Form S-8, as the case may be (or any
successor or other appropriate forms), with respect to the shares of Regions
Common Stock subject to such options and shall use its reasonable efforts to
maintain the effectiveness of such registration statements (and maintain the
current status of the prospectus or prospectuses contained therein) for so long
as such options remain outstanding. With respect to those individuals who
subsequent to the Merger will be subject to the reporting requirements under
Section 16(a) of the 1934 Act, where applicable, Regions shall administer the
FCC Stock Plan assumed pursuant to this Section 3.6 in a manner that complies
with Rule 16b-3 promulgated under the 1934 Act.

(c) All restrictions or limitations on transfer with
respect to FCC Common Stock awarded under the FCC Stock Plans or any other
plan, program, or arrangement of any FCC Company, to the extent that such
restrictions or limitations shall not have already lapsed, and except as
otherwise expressly provided in such plan, program, or arrangement, shall
remain in full force and effect with respect to shares of Regions Common Stock
into which such restricted stock is converted pursuant to Section 3.1 of this
Agreement.

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ARTICLE 4
EXCHANGE OF SHARES

4.1 EXCHANGE PROCEDURES. Promptly after the Effective Time,
Regions and FCC shall cause the exchange agent selected by Regions (the
"Exchange Agent") to mail to the former stockholders of FCC appropriate
transmittal materials (which shall specify that delivery shall be effected, and
risk of loss and title to the certificates theretofore representing shares of
FCC Common Stock shall pass, only upon proper delivery of such certificates to
the Exchange Agent). After the Effective Time, each holder of shares of FCC
Common Stock (other than shares to be canceled pursuant to Section 3.3 of this
Agreement or as to which the holder thereof has perfected dissenters' rights of
appraisal as contemplated by Section 3.4 of this Agreement) issued and
outstanding at the Effective Time shall surrender the certificate or
certificates representing such shares to the Exchange Agent and shall promptly
upon surrender thereof receive in exchange therefor the consideration provided
in Section 3.1 of this Agreement, together with all undelivered dividends or
distributions in respect of such shares (without interest thereon) pursuant to
Section 4.2 of this Agreement. To the extent required by Section 3.5 of this
Agreement, each holder of shares of FCC Common Stock issued and outstanding at
the Effective Time also shall receive, upon surrender of the certificate or
certificates representing such shares, cash in lieu of any fractional share of
Regions Common Stock to which such holder may be otherwise entitled (without
interest). Regions shall not be obligated to deliver the consideration to
which any former holder of FCC Common Stock is entitled as a result of the
Merger until such holder surrenders such holder's certificate or certificates
representing the shares of FCC Common Stock for exchange as provided in this
Section 4.1. The certificate or certificates of FCC Common Stock so
surrendered shall be duly endorsed as the Exchange Agent may require. Any
other provision of this Agreement notwithstanding, neither the Surviving
Corporation nor the Exchange Agent shall be liable to a holder of FCC Common
Stock for any amounts paid or property delivered in good faith to a public
official pursuant to any applicable abandoned property Law.

4.2 RIGHTS OF FORMER FCC STOCKHOLDERS. At the Effective Time,
the stock transfer books of FCC shall be closed as to holders of FCC Common
Stock immediately prior to the Effective Time and no transfer of FCC Common
Stock by any such holder shall thereafter be made or recognized. Until
surrendered for exchange in accordance with the provisions of Section 4.1 of
this Agreement, each certificate theretofore representing shares of FCC Common
Stock (other than shares to be canceled pursuant to Section 3.3 of this
Agreement or as to which the holder thereof has perfected dissenters' rights of
appraisal as contemplated by Section 3.4 of this Agreement) shall from and
after the Effective Time represent for all purposes only the right to receive
the consideration provided in Sections 3.1 and 3.5 of this Agreement in
exchange therefor, subject, however, to the Surviving Corporation's obligation
to pay any dividends or make any other distributions with a record date prior
to the Effective Time which have been declared or made by FCC in respect of
such shares of FCC Common Stock in accordance with the terms of this Agreement
and which remain unpaid at the Effective Time. To the extent permitted by Law,
former stockholders of record of FCC shall be entitled to vote after the
Effective Time at any meeting of Regions stockholders the number of whole
shares of Regions Common Stock into which their respective shares of FCC Common
Stock are converted, regardless of whether such holders have exchanged their
certificates representing FCC Common Stock for certificates

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representing Regions Common Stock in accordance with the provisions of this
Agreement. Whenever a dividend or other distribution is declared by Regions on
the Regions Common Stock, the record date for which is at or after the
Effective Time, the declaration shall include dividends or other distributions
on all shares issuable pursuant to this Agreement, but beginning 30 days after
the Effective Time no dividend or other distribution payable to the holders of
record of Regions Common Stock as of any time subsequent to the Effective Time
shall be delivered to the holder of any certificate representing shares of FCC
Common Stock issued and outstanding at the Effective Time until such holder
surrenders such certificate for exchange as provided in Section 4.1 of this
Agreement. However, upon surrender of such FCC Common Stock certificate, both
the Regions Common Stock certificate (together with all such undelivered
dividends or other distributions without interest) and any undelivered
dividends and cash payments to be paid for fractional share interests (without
interest) shall be delivered and paid with respect to each share represented by
such certificate.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF FCC

FCC hereby represents and warrants to Regions as follows:

5.1 ORGANIZATION, STANDING, AND POWER. FCC is a corporation
duly organized, validly existing, and in good standing under the Laws of the
State of Arkansas, and has the corporate power and authority to carry on its
business as now conducted and to own, lease, and operate its Material Assets.
FCC is duly qualified or licensed to transact business as a foreign corporation
in good standing in the States of the United States and foreign jurisdictions
where the character of its Assets or the nature or conduct of its business
requires it to be so qualified or licensed, except for such jurisdictions in
which the failure to be so qualified or licensed is not reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on FCC.

5.2 AUTHORITY; NO BREACH BY AGREEMENT.

(a) FCC has the corporate power and authority necessary
to execute, deliver, and perform its obligations under this Agreement and to
consummate the transactions contemplated hereby. The execution, delivery, and
performance of this Agreement, and the consummation of the transactions
contemplated herein, including the Merger, have been duly and validly
authorized by all necessary corporate action in respect thereof on the part of
FCC, subject to the approval of this Agreement by the holders of a majority of
the outstanding shares of FCC Common Stock entitled to be cast thereon, which
is the only stockholder vote required for approval of this Agreement and
consummation of the Merger by FCC. Subject to such requisite stockholder
approval, this Agreement represents a legal, valid, and binding obligation of
FCC, enforceable against FCC in accordance with its terms (except in all cases
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, receivership, conservatorship, moratorium, or similar Laws
affecting the enforcement of creditors' rights generally and except that the
availability of the equitable remedy of specific performance or

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injunctive relief is subject to the discretion of the court before which any
proceeding may be brought).

(b) Neither the execution and delivery of this Agreement
by FCC, nor the consummation by FCC of the transactions contemplated hereby,
nor compliance by FCC with any of the provisions hereof or thereof, will (i)
conflict with or result in a breach of any provision of FCC's Second Amended
and Restated Articles of Incorporation or Bylaws, or (ii) constitute or result
in a Default under, or require any Consent pursuant to, or result in the
creation of any Lien on any Asset of any FCC Company under, any Contract or
Permit of any FCC Company, where such Default or Lien, or any failure to obtain
such Consent, is reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on FCC, or (iii) subject to receipt of the requisite
Consents referred to in Section 9.1(b) of this Agreement, violate any Law or
Order applicable to any FCC Company or any of their respective Material Assets.

(c) Other than in connection or compliance with the
provisions of the Securities Laws, applicable state corporate and securities
Laws, and rules of the NASD, and other than Consents required from Regulatory
Authorities, and other than notices to or filings with the Internal Revenue
Service or the Pension Benefit Guaranty Corporation with respect to any
employee benefit plans, or under the HSR Act, and other than Consents, filings,
or notifications which, if not obtained or made, are not reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on FCC, no
notice to, filing with, or Consent of, any public body or authority is
necessary for the consummation by FCC of the Merger and the other transactions
contemplated in this Agreement.

5.3 CAPITAL STOCK.

(a) The authorized capital stock of FCC consists, as of
the date of this Agreement, of (i) 50,000,000 shares of FCC Common Stock, of
which 37,590,428 shares are issued and outstanding as of the date of this
Agreement and, except for shares of FCC Common Stock issuable in connection
with the transaction referenced in Section 8.17 of this Agreement, not more
than 38,527,511 shares will be issued and outstanding at the Effective Time,
and (ii) 400,000 shares of FCC Preferred Stock, of which no shares are issued
and outstanding as of the date of this Agreement and no shares will be issued
and outstanding as of the Effective Time. All of the issued and outstanding
shares of FCC Common Stock are duly and validly issued and outstanding and are
fully paid and nonassessable under the ABCA. None of the outstanding shares of
FCC Common Stock has been issued in violation of any preemptive rights of the
current or past stockholders of FCC.

(b) Except as set forth in Section 5.3(a) of this
Agreement or Section 5.3(b) of the FCC Disclosure Memorandum, or as provided
pursuant to the Stock Option Agreement or the FCC Rights Agreement, there are
no shares of capital stock or other equity securities of FCC outstanding and no
outstanding Rights relating to the capital stock of FCC.

5.4 FCC SUBSIDIARIES. FCC has disclosed in Section 5.4 of the
FCC Disclosure Memorandum all of the FCC Subsidiaries as of the date of this
Agreement. Except as set forth in

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Section 5.4 of the FCC Disclosure Memorandum, FCC or one of its Subsidiaries
owns all of the issued and outstanding shares of capital stock of each FCC
Subsidiary. No equity securities of any FCC Subsidiary are or may become
required to be issued (other than to another FCC Company) by reason of any
Rights, and there are no Contracts by which any FCC Subsidiary is bound to
issue (other than to another FCC Company) additional shares of its capital
stock or Rights or by which any FCC Company is or may be bound to transfer any
shares of the capital stock of any FCC Subsidiary (other than to another FCC
Company). There are no Contracts relating to the rights of any FCC Company to
vote or to dispose of any shares of the capital stock of any FCC Subsidiary.
All of the shares of capital stock of each FCC Subsidiary held by a FCC Company
are duly authorized, validly issued, and fully paid and, except as provided in
statutes pursuant to which depository institution Subsidiaries are organized,
nonassessable under the applicable corporation Law of the jurisdiction in which
such Subsidiary is incorporated or organized and are owned by the FCC Company
free and clear of any Lien. Except as set forth in Section 5.4 of the FCC
Disclosure Memorandum, each FCC Subsidiary is either a bank or a corporation,
and is duly organized, validly existing, and (as to corporations) in good
standing under the Laws of the jurisdiction in which it is incorporated or
organized, and has the corporate power and authority necessary for it to own,
lease, and operate its Assets and to carry on its business as now conducted.
Each FCC Subsidiary is duly qualified or licensed to transact business as a
foreign corporation in good standing in the States of the United States and
foreign jurisdictions where the character of its Assets or the nature or
conduct of its business requires it to be so qualified or licensed, except for
such jurisdictions in which the failure to be so qualified or licensed is not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on FCC. Each FCC Subsidiary that is a depository institution is an
"insured institution" as defined in the Federal Deposit Insurance Act and
applicable regulations thereunder, and the deposits in which are insured by the
Bank Insurance Fund or Savings Association Insurance Fund.

5.5 SEC FILINGS; FINANCIAL STATEMENTS.

(a) FCC has filed and made available to Regions all
forms, reports, and documents required to be filed by FCC with the SEC since
December 31, 1993 (collectively, the "FCC SEC Reports"). The FCC SEC Reports
(i) at the time filed, complied in all Material respects with the applicable
requirements of the 1933 Act and the 1934 Act, as the case may be, and (ii) did
not at the time they were filed (or if amended or superseded by a filing prior
to the date of this Agreement, then on the date of such filing) contain any
untrue statement of a Material fact or omit to state a Material fact required
to be stated in such FCC SEC Reports or necessary in order to make the
statements in such FCC SEC Reports, in light of the circumstances under which
they were made, not misleading. Except for FCC Subsidiaries that are
registered as a broker, dealer, or investment advisor or filings required due
to fiduciary holdings of the FCC Subsidiaries, none of FCC's Subsidiaries is
required to file any forms, reports, or other documents with the SEC.

(b) Each of the FCC Financial Statements (including, in
each case, any related notes) contained in the FCC SEC Reports, including any
FCC SEC Reports filed after the date of this Agreement until the Effective
Time, complied or will comply as to form in all Material respects with the
applicable published rules and regulations of the SEC with respect thereto, was

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prepared or will be prepared in accordance with GAAP applied on a consistent
basis throughout the periods involved (except as may be indicated in the notes
to such financial statements, or, in the case of unaudited statements, as
permitted by Form 10-Q of the SEC), and fairly presented or will fairly present
the consolidated financial position of FCC and its Subsidiaries as at the
respective dates and the consolidated results of its operations and cash flows
for the periods indicated, except that the unaudited interim financial
statements were or are subject to normal and recurring year-end adjustments
which were not or are not expected to be Material in amount or effect.

5.6 ABSENCE OF UNDISCLOSED LIABILITIES. No FCC Company has any
Liabilities that are reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on FCC, except Liabilities which are
accrued or reserved against in the consolidated balance sheets of FCC as of
September 30, 1997, included in the FCC Financial Statements or reflected in
the notes thereto and except for Liabilities incurred in the ordinary course of
business subsequent to September 30, 1997. No FCC Company has incurred or paid
any Liability since September 30, 1997, except for such Liabilities incurred or
paid in the ordinary course of business consistent with past business practice
and which are not reasonably likely to have, individually or in the aggregate,
a Material Adverse Effect on FCC.

5.7 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since September 30,
1997, except as disclosed in the FCC Financial Statements, (i) there have been
no events, changes, or occurrences which have had, or are reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on FCC, and
(ii) the FCC Companies have conducted their respective businesses in the
ordinary and usual course (excluding the incurrence of expenses in connection
with this Agreement and the transactions contemplated hereby).

5.8 TAX MATTERS.

(a) All Tax Returns required to be filed by or on behalf
of any of the FCC Companies have been timely filed, or requests for extensions
have been timely filed, granted, and have not expired for periods ended on or
before December 31, 1996, and, to the Knowledge of FCC, all Tax Returns filed
are complete and accurate in all Material respects. All Tax Returns for
periods ending on or before the date of the most recent fiscal year end
immediately preceding the Effective Time will be timely filed or requests for
extensions will be timely filed. All Taxes shown on filed Tax Returns have
been paid. There is no audit examination, deficiency, or refund Litigation
with respect to any Taxes, that is reasonably likely to result in a
determination that would have, individually or in the aggregate, a Material
Adverse Effect on FCC, except to the extent reserved against in the FCC
Financial Statements dated prior to the date of this Agreement. All Taxes and
other Liabilities due with respect to completed and settled examinations or
concluded Litigation have been paid.

(b) Except as set forth in Section 5.8(b) of the FCC
Disclosure Memorandum, none of the FCC Companies has executed an extension or
waiver of any statute of limitations on the assessment or collection of any Tax
due (excluding such statutes that relate to years currently

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under examination by the Internal Revenue Service or other applicable taxing
authorities) that is currently in effect.

(c) Adequate provision for any Taxes due or to become due
for any of the FCC Companies for the period or periods through and including
the date of the respective FCC Financial Statements has been made and is
reflected on such FCC Financial Statements.

(d) Each of the FCC Companies is in compliance with, and
its records contain all information and documents (including properly completed
IRS Forms W-9) necessary to comply with, all applicable information reporting
and Tax withholding requirements under federal, state, and local Tax Laws, and
such records identify with specificity all accounts subject to backup
withholding under Section 3406 of the Internal Revenue Code, except for such
instances of noncompliance and such omissions as are not reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on FCC.

(e) Except as set forth in Section 5.8(e) of the FCC
Disclosure Memorandum, none of the FCC Companies has made any payments, is
obligated to make any payments, or is a party to any contract, agreement, or
other arrangement that could obligate it to make any payments that would be
disallowed as a deduction under Section 280G or 162(m) of the Internal Revenue
Code.

(f) There are no Material Liens with respect to Taxes
upon any of the Assets of the FCC Companies.

(g) Except as set forth in Section 5.8(g) of the FCC
Disclosure Memorandum, there has not been an ownership change, as defined in
Internal Revenue Code Section 382(g), of the FCC Companies that occurred during
or after any Taxable Period in which the FCC Companies incurred a net operating
loss that carries over to any Taxable Period ending after December 31, 1996.

(h) No FCC Company has filed any consent under Section
341(f) of the Internal Revenue Code concerning collapsible corporations.

(i) After the date of this Agreement, no Material
election with respect to Taxes will be made without the prior consent of
Regions, which consent will not be unreasonably withheld.

(j) No FCC Company has or has had a permanent
establishment in any foreign country, as defined in any applicable tax treaty
or convention between the United States and such foreign country.

5.9 ASSETS. The FCC Companies have good and marketable title,
free and clear of all Liens, to all of their respective Assets. All tangible
properties used in the businesses of the FCC Companies are in good condition,
reasonable wear and tear excepted, and are usable in the ordinary course of
business consistent with FCC's past practices. All Assets which are Material
to

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FCC's business on a consolidated basis, held under leases or subleases by any
of the FCC Companies, are held under valid Contracts enforceable in accordance
with their respective terms (except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or other Laws
affecting the enforcement of creditors' rights generally and except that the
availability of the equitable remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any proceedings
may be brought), and each such Contract is in full force and effect. The FCC
Companies currently maintain insurance in amounts, scope, and coverage
reasonably necessary for their operations. None of the FCC Companies has
received notice from any insurance carrier that (i) such insurance will be
canceled or that coverage thereunder will be reduced or eliminated, or (ii)
premium costs with respect to such policies of insurance will be substantially
increased. The Assets of the FCC Companies include all Assets required to
operate the business of the FCC Companies as presently conducted.

5.10 ENVIRONMENTAL MATTERS.

(a) To the Knowledge of FCC, each FCC Company, its
Participation Facilities, and its Loan Properties are, and have been, in
compliance with all Environmental Laws, except those violations which are not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on FCC.

(b) There is no Litigation pending or, to the Knowledge
of FCC, threatened before any court, governmental agency, or authority, or
other forum in which any FCC Company or any of its Participation Facilities has
been or, with respect to threatened Litigation, may reasonably be expected to
be named as a defendant (i) for alleged noncompliance (including by any
predecessor) with any Environmental Law or (ii) relating to the release into
the environment of any Hazardous Material, whether or not occurring at, on,
under, or involving a site owned, leased, or operated by any FCC Company or any
of its Participation Facilities, except for such Litigation pending or
threatened that is not reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on FCC.

(c) There is no Litigation pending, or to the Knowledge
of FCC, threatened before any court, governmental agency, or board, or other
forum in which any of its Loan Properties (or FCC in respect of such Loan
Property) has been or, with respect to threatened Litigation, may reasonably be
expected to be named as a defendant or potentially responsible party (i) for
alleged noncompliance (including by any predecessor) with any Environmental Law
or (ii) relating to the release into the environment of any Hazardous Material,
whether or not occurring at, on, under, or involving a Loan Property, except
for such Litigation pending or threatened that is not reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on FCC.

(d) To the Knowledge of FCC, there is no reasonable basis
for any Litigation of a type described in subsections (b) or (c), except such
as is not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on FCC.

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(e) To the Knowledge of FCC, during the period of (i) any
FCC Company's ownership or operation of any of their respective current
properties, (ii) any FCC Company's participation in the management of any
Participation Facility, or (iii) any FCC Company's holding of a security
interest in a Loan Property, there have been no releases of Hazardous Material
in, on, under, or affecting (or potentially affecting) such properties, except
such as are not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on FCC. Prior to the period of (i) any FCC Company's
ownership or operation of any of their respective current properties, (ii) any
FCC Company's participation in the management of any Participation Facility, or
(iii) any FCC Company's holding of a security interest in a Loan Property, to
the Knowledge of FCC, there were no releases of Hazardous Material in, on,
under, or affecting any such property, Participation Facility, or Loan
Property, except such as are not reasonably likely to have, individually or in
the aggregate, a Material Adverse Effect on FCC.

5.11 COMPLIANCE WITH LAWS. FCC is duly registered as a bank
holding company under the BHC Act. Each FCC Company has in effect all Permits
necessary for it to own, lease, or operate its Material Assets and to carry on
its business as now conducted, except for those Permits the absence of which
are not reasonably likely to have, individually or in the aggregate, a Material
Adverse Effect on FCC, and there has occurred no Default under any such Permit,
other than Defaults which are not reasonably likely to have, individually or in
the aggregate, a Material Adverse Effect on FCC. None of the FCC Companies:

(a) is in violation of any Laws, Orders, or Permits
applicable to its business or employees conducting its business, except
for violations which are not reasonably likely to have, individually or
in the aggregate, a Material Adverse Effect on FCC; and

(b) has received any notification or communication from
any agency or department of federal, state, or local government or any
Regulatory Authority or the staff thereof (i) asserting that any FCC
Company is not in compliance with any of the Laws or Orders which such
governmental authority or Regulatory Authority enforces, where such
noncompliance is reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on FCC, (ii) threatening to revoke
any Permits, the revocation of which is reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on FCC, or
(iii) requiring any FCC Company (x) to enter into or consent to the
issuance of a cease and desist order, formal agreement, directive,
commitment, or memorandum of understanding, or (y) to adopt any Board
resolution or similar undertaking, which restricts materially the conduct
of its business, or in any manner relates to its capital adequacy, its
credit or reserve policies, its management, or the payment of dividends.

5.12 LABOR RELATIONS. Except as set forth in Section 5.12 of the
FCC Disclosure Memorandum, no FCC Company is the subject of any Litigation
asserting that it or any other FCC Company has committed an unfair labor
practice (within the meaning of the National Labor Relations Act or comparable
state Law) or seeking to compel it or any other FCC Company to bargain with any
labor organization as to wages or conditions of employment, nor is any FCC
Company a party to or bound by any collective bargaining agreement, Contract,
or other agreement or understanding with a labor union or labor organization,
nor is there any strike or

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other labor dispute involving any FCC Company, pending or threatened, or to the
Knowledge of FCC, is there any activity involving any FCC Company's employees
seeking to certify a collective bargaining unit or engaging in any other
organization activity.

5.13 EMPLOYEE BENEFIT PLANS.

(a) FCC has disclosed to Regions in writing prior to the
execution of the Agreement and in Section 5.13 of the FCC Disclosure
Memorandum, and has delivered or made available to Regions prior to the
execution of this Agreement correct and complete copies in each case of, all
Material FCC Benefits Plans. For purposes of this Agreement, "FCC Benefit
Plans" means all pension, retirement, profit-sharing, deferred compensation,
stock option, employee stock ownership, severance pay, vacation, bonus, or
other incentive plan, all other written employee programs or agreements, all
medical, vision, dental, or other health plans, all life insurance plans, and
all other employee benefit plans or fringe benefit plans, including, without
limitation, "employee benefit plans" as that term is defined in Section 3(3) of
ERISA maintained by, sponsored in whole or in part by, or contributed to by,
any FCC Company for the benefit of employees, retirees, dependents, spouses,
directors, independent contractors, or other beneficiaries and under which
employees, retirees, dependents, spouses, directors, independent contractors,
or other beneficiaries are eligible to participate. Any of the FCC Benefit
Plans which is an "employee welfare benefit plan," as that term is defined in
Section 3(l) of ERISA, or an "employee pension benefit plan," as that term is
defined in Section 3(2) of ERISA, is referred to herein as a "FCC ERISA Plan."
Any FCC ERISA Plan which is also a "defined benefit plan" (as defined in
Section 414(j) of the Internal Revenue Code or Section 3(35) of ERISA) is
referred to herein as a "FCC Pension Plan." Neither FCC nor any FCC Company
has an "obligation to contribute" (as defined in ERISA Section 4212) to a
"multiemployer plan" (as defined in ERISA Sections 4001(a)(3) and 3(37)(A)).
Each "employee pension benefit plan," as defined in Section 3(2) of ERISA, ever
maintained by any FCC Company that was intended to qualify under Section 401(a)
of the Internal Revenue Code and with respect to which any FCC Company has any
Liability, is disclosed as such in Section 5.13 of the FCC Disclosure
Memorandum.

(b) FCC has delivered or made available to Regions prior
to the execution of this Agreement correct and complete copies of the following
documents: (i) all trust agreements or other funding arrangements for such FCC
Benefit Plans (including insurance contracts), and all amendments thereto, (ii)
with respect to any such FCC Benefit Plans or amendments, all determination
letters, Material rulings, Material opinion letters, Material information
letters, or Material advisory opinions issued by the Internal Revenue Service,
the United States Department of Labor, or the Pension Benefit Guaranty
Corporation after December 31, 1994, (iii) annual reports or returns, audited
or unaudited financial statements, actuarial valuations and reports, and
summary annual reports prepared for any FCC Benefit Plan with respect to the
most recent plan year, and (iv) the most recent summary plan descriptions and
any Material modifications thereto.

(c) All FCC Benefit Plans are in compliance with the
applicable terms of ERISA, the Internal Revenue Code, and any other applicable
Laws, the breach or violation of which is reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on FCC. Each FCC
ERISA Plan which is intended to be qualified under Section 401(a) of the

- 14 -

Internal Revenue Code has received a favorable determination letter from the
Internal Revenue Service, and FCC is not aware of any circumstances which will
or could reasonably result in revocation of any such favorable determination
letter. Each trust created under any FCC ERISA Plan has been determined to be
exempt from Tax under Section 501(a) of the Internal Revenue Code and FCC is
not aware of any circumstance which will or could reasonably result in
revocation of such exemption. With respect to each FCC Benefit Plan to the
Knowledge of FCC, no event has occurred which will or could reasonably give
rise to a loss of any intended Tax consequences under the Internal Revenue Code
or to any Tax under Section 511 of the Internal Revenue Code that is reasonably
likely, individually or in the aggregate, to have a Material Adverse Effect on
FCC. There is no Material pending or, to the Knowledge of FCC, threatened
Litigation relating to any FCC ERISA Plan.

(d) No FCC Company has engaged in a transaction with
respect to any FCC Benefit Plan that, assuming the Taxable Period of such
transaction expired as of the date of this Agreement, would subject any FCC
Company to a Material tax or penalty imposed by either Section 4975 of the
Internal Revenue Code or Section 502(i) of ERISA in amounts which are
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on FCC. Neither FCC nor any administrator or fiduciary of any FCC
Benefit Plan (or any agent of any of the foregoing) has engaged in any
transaction, or acted or failed to act in any manner which could subject FCC to
any direct or indirect Liability (by indemnity or otherwise) for breach of any
fiduciary, co-fiduciary, or other duty under ERISA, where such Liability,
individually or in the aggregate, is reasonably likely to have a Material
Adverse Effect on FCC. No oral or written representation or communication with
respect to any aspect of the FCC Benefit Plans has been made to employees of
any FCC Company which is not in accordance with the written or otherwise
preexisting terms and provisions of such plans, where any Liability with
respect to such representation or disclosure is reasonably likely to have a
Material Adverse Effect on FCC.

(e) Since the date of the most recent actuarial
valuation, there has been (i) no Material change in the financial position or
funded status of any FCC Pension Plan, (ii) no change in the actuarial
assumptions with respect to any FCC Pension Plan, and (iii) no increase in
benefits under any FCC Pension Plan as a result of plan amendments or changes
in applicable Law, any of which is reasonably likely to have, individually or
in the aggregate, a Material Adverse Effect on FCC. Neither any FCC Pension
Plan nor any "single-employer plan," within the meaning of Section 4001(a)(15)
of ERISA, currently or formerly maintained by any FCC Company, or the
single-employer plan of any entity which is considered one employer with FCC
under Section 4001 of ERISA or Section 414 of the Internal Revenue Code or
Section 302 of ERISA (whether or not waived) (a "FCC ERISA Affiliate") has an
"accumulated funding deficiency" within the meaning of Section 412 of the
Internal Revenue Code or Section 302 of ERISA. All contributions with respect
to a FCC Pension Plan or any single-employer plan of a FCC ERISA Affiliate have
or will be timely made and there is no lien or expected to be a lien under
Internal Revenue Code Section 412(n) or ERISA Section 302(f) or Tax under
Internal Revenue Code Section 4971. No FCC Company has provided, or is
required to provide, security to a FCC Pension Plan or to any single-employer
plan of a FCC ERISA Affiliate pursuant to Section 401(a)(29) of the Internal
Revenue Code. All premiums required to be paid under

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ERISA Section 4006 have been timely paid by FCC, except to the extent any
failure would not have a Material Adverse Effect on FCC.

(f) No Liability under Title IV of ERISA has been or is
expected to be incurred by any FCC Company with respect to any defined benefit
plan currently or formerly maintained by any of them or by any FCC ERISA
Affiliate that has not been satisfied in full (other than Liability for Pension
Benefit Guaranty Corporation premiums, which have been paid when due, except to
the extent any failure would not have a Material Adverse Effect on FCC).

(g) Except as set forth in Section 5.13 of the FCC
Disclosure Memorandum, no FCC Company has any obligations for retiree health
and retiree life benefits under any of the FCC Benefit Plans other than with
respect to benefit coverage mandated by applicable Law.

(h) Except as set forth in Section 5.13 of the FCC
Disclosure Memorandum, neither the execution and delivery of this Agreement nor
the consummation of the transactions contemplated hereby will, by themselves,
(i) result in any payment (including, without limitation, severance,
unemployment compensation, golden parachute, or otherwise) becoming due to any
director or any employee of any FCC Company from any FCC Company under any FCC
Benefit Plan or otherwise, (ii) increase any benefits otherwise payable under
any FCC Benefit Plan, or (iii) result in any acceleration of the time of
payment or vesting of any such benefit.

5.14 MATERIAL CONTRACTS. Except as set forth in Section 5.14 of
the FCC Disclosure Memorandum, none of the FCC Companies, nor any of their
respective Assets, businesses, or operations, is a party to, or is bound or
affected by, or receives benefits under, (i) any employment, severance,
termination, consulting, or retirement Contract providing for aggregate
payments to any Person in any calendar year in excess of $100,000, (ii) any
Contract relating to the borrowing of money by any FCC Company or the guarantee
by any FCC Company of any such obligation (other than Contracts evidencing
deposit liabilities, purchases of federal funds, fully-secured repurchase
agreements, and Federal Home Loan Bank advances of depository institution
Subsidiaries, trade payables, and Contracts relating to borrowings or
guarantees made in the ordinary course of business), and (iii) any other
Contract or amendment thereto that would be required to be filed as an exhibit
to a Form 10-K filed by FCC with the SEC as of the date of this Agreement that
has not been filed as an exhibit to FCC's Form 10-K filed for the fiscal year
ended December 31, 1996, or in another SEC Document and identified to Regions
(together with all Contracts referred to in Sections 5.9 and 5.13(a) of this
Agreement, the "FCC Contracts"). With respect to each FCC Contract: (i) the
Contract is in full force and effect; (ii) no FCC Company is in Default
thereunder, other than Defaults which are not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on FCC; (iii) no
FCC Company has repudiated or waived any Material provision of any such
Contract; and (iv) no other party to any such Contract is, to the Knowledge of
FCC, in Default in any respect, other than Defaults which are not reasonably
likely to have, individually or in the aggregate, a Material Adverse Effect on
FCC, or has repudiated or waived any Material provision thereunder. Except for
Federal Home Loan Bank advances, all of the indebtedness of any FCC Company for
money borrowed is prepayable at any time by such FCC Company without penalty or
premium.

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5.15 LEGAL PROCEEDINGS.

(a) There is no Litigation instituted or pending, or, to
the Knowledge of FCC, threatened against any FCC Company, or against any Asset,
employee benefit plan, interest, or right of any of them, that is reasonably
likely to have, individually or in the aggregate, a Material Adverse Effect on
FCC, nor are there any Orders of any Regulatory Authorities, other governmental
authorities, or arbitrators outstanding against any FCC Company, that are
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on FCC.

(b) Section 5.15(b) of the FCC Disclosure Memorandum
includes a summary report of all Litigation as of the date of this Agreement to
which any FCC Company is a party and which names a FCC Company as a defendant
or cross-defendant and where the maximum exposure is estimated to be $250,000
or more.

5.16 REPORTS. Since January 1, 1994, or the date of organization
if later, each FCC Company has timely filed all reports and statements,
together with any amendments required to be made with respect thereto, that it
was required to file with any Regulatory Authorities, except failures to file
which are not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on FCC. As of their respective dates, each of such
reports and documents, including the financial statements, exhibits, and
schedules thereto, complied in all Material respects with all applicable Laws.

5.17 STATEMENTS TRUE AND CORRECT. None of the information
supplied or to be supplied by any FCC Company or any Affiliate thereof
regarding FCC or such Affiliate for inclusion in the Registration Statement to
be filed by Regions with the SEC will, when the Registration Statement becomes
effective, be false or misleading with respect to any Material fact, or contain
any untrue statement of a Material fact, or omit to state any Material fact
required to be stated thereunder or necessary to make the statements therein
not misleading. None of the information supplied or to be supplied by any FCC
Company or any Affiliate thereof for inclusion in the Joint Proxy Statement to
be mailed to Regions' and FCC's stockholders in connection with the
Stockholders' Meetings will, when first mailed to the stockholders of Regions
and FCC, be false or misleading with respect to any Material fact, or contain
any misstatement of Material fact, or omit to state any Material fact required
to be stated thereunder or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading, or, in the
case of the Joint Proxy Statement or any amendment thereof or supplement
thereto, at the time of the Stockholders' Meetings, be false or misleading with
respect to any Material fact, or omit to state any Material fact required to be
stated thereunder or necessary to correct any Material statement in any earlier
communication with respect to the solicitation of any proxy for the
Stockholders' Meetings. All documents that any FCC Company or any Affiliate
thereof is responsible for filing with any Regulatory Authority in connection
with the transactions contemplated hereby will comply as to form in all
Material respects with the provisions of applicable Law.

5.18 ACCOUNTING, TAX, AND REGULATORY MATTERS. No FCC Company or
any Affiliate thereof has taken or agreed to take any action, and FCC has no
Knowledge of any fact or

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circumstance that is reasonably likely to (i) prevent the transactions
contemplated hereby, including the Merger, from qualifying for
pooling-of-interests accounting treatment or as a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code, or (ii) materially
impede or delay receipt of any Consents of Regulatory Authorities referred to
in Section 9.1(b) of this Agreement or result in the imposition of a condition
or restriction of the type referred to in the last sentence of such Section.

5.19 STATE TAKEOVER LAWS. Each FCC Company has taken all
necessary action to exempt the transactions contemplated by this Agreement from
any applicable "moratorium," "control share," "fair price," "business
combination," or other anti-takeover laws and regulations of the State of
Arkansas (collectively, "Takeover Laws").

5.20 CHARTER PROVISIONS. Each FCC Company has taken all action
so that the entering into of this Agreement and the consummation of the Merger
and the other transactions contemplated by this Agreement do not and will not
result in the grant of any rights to any Person under the Articles of
Incorporation, Bylaws, or other governing instruments of any FCC Company or
restrict or impair the ability of Regions or any of its Subsidiaries to vote,
or otherwise to exercise the rights of a stockholder with respect to, shares of
any FCC Company that may be directly or indirectly acquired or controlled by
it.

5.21 RIGHTS AGREEMENT. FCC has taken all necessary action
(including, if required, redeeming all of the outstanding Preferred Stock
Purchase Rights or amending or terminating the FCC Rights Agreement) so that
the entering into of this Agreement, the acquisition of shares pursuant to, or
other exercise of rights under, the Stock Option Agreement and consummation of
the Merger and the other transactions contemplated hereby do not and will not
result in any Person becoming able to exercise any Preferred Stock Purchase
Rights under the FCC Rights Agreement or enabling or requiring the Preferred
Stock Purchase Rights to be separated from the shares of FCC Common Stock to
which they are attached or to be triggered or to become exercisable.

5.22 DERIVATIVES. All interest rate swaps, caps, floors, option
agreements, futures and forward contracts, and other similar risk management
arrangements, whether entered into for FCC's own account, or for the account of
one or more the FCC Subsidiaries or their customers, were entered into (i) in
accordance with prudent business practices and all applicable Laws, and (ii)
with counterparties believed to be financially responsible.

5.23 YEAR 2000. FCC has disclosed to Regions a complete and
accurate copy of FCC's plan, including an estimate of the anticipated
associated costs, for implementing modifications to FCC's hardware, software,
and computer systems, chips, and microprocessors, to ensure proper execution
and accurate processing of all date-related data, whether from years in the
same century or in different centuries. Between the date of this Agreement and
the Effective Time, FCC shall endeavor to continue its efforts to implement
such plan.

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ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF REGIONS

Regions hereby represents and warrants to FCC as follows:

6.1 ORGANIZATION, STANDING, AND POWER. Regions is a corporation
duly organized, validly existing, and in good standing under the Laws of the
State of Delaware, and has the corporate power and authority to carry on its
business as now conducted and to own, lease, and operate its Material Assets.
Regions is duly qualified or licensed to transact business as a foreign
corporation in good standing in the States of the United States and foreign
jurisdictions where the character of its Assets or the nature or conduct of its
business requires it to be so qualified or licensed, except for such
jurisdictions in which the failure to be so qualified or licensed is not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on Regions.

6.2 AUTHORITY; NO BREACH BY AGREEMENT.

(a) Regions has the corporate power and authority
necessary to execute, deliver, and perform its obligations under this Agreement
and to consummate the transactions contemplated hereby. The execution,
delivery, and performance of this Agreement and the consummation of the
transactions contemplated herein, including the Merger, have been duly and
validly authorized by all necessary corporate action in respect thereof on the
part of Regions, subject to the approval of this Agreement and the issuance of
the shares of Regions Common Stock pursuant to the Merger by the holders of a
majority of the outstanding shares of Regions Common Stock entitled to vote
thereon, which is the only stockholder vote required for the consummation of
the Merger by Regions. Subject to such requisite stockholder approval, this
Agreement represents a legal, valid, and binding obligation of Regions,
enforceable against Regions in accordance with its terms (except in all cases
as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, receivership, conservatorship, moratorium, or similar Laws
affecting the enforcement of creditors' rights generally and except that the
availability of the equitable remedy of specific performance or injunctive
relief is subject to the discretion of the court before which any proceeding
may be brought).

(b) Neither the execution and delivery of this Agreement
by Regions, nor the consummation by Regions of the transactions contemplated
hereby, nor compliance by Regions with any of the provisions hereof, will (i)
conflict with or result in a breach of any provision of Regions' Certificate of
Incorporation or Bylaws, (ii) constitute or result in a Default under, or
require any Consent pursuant to, or result in the creation of any Lien on any
Asset of any Regions Company under, any Contract or Permit of any Regions
Company, where such Default or Lien, or any failure to obtain such Consent, is
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on Regions, or (iii) subject to receipt of the requisite Consents
referred to in Section 9.1(b) of this Agreement, violate any Law or Order
applicable to any Regions Company or any of their respective Material Assets.

(c) Other than in connection or compliance with the
provisions of the Securities Laws, applicable state corporate and securities
Laws, and rules of the NASD, and other

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than Consents required from Regulatory Authorities, and other than notices to
or filings with the Internal Revenue Service or the Pension Benefit Guaranty
Corporation with respect to any employee benefit plans, or under the HSR Act,
and other than Consents, filings, or notifications which, if not obtained or
made, are not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on Regions, no notice to, filing with, or Consent of,
any public body or authority is necessary for the consummation by Regions of
the Merger and the other transactions contemplated in this Agreement.

6.3 CAPITAL STOCK. The authorized capital stock of Regions
consists, as of the date of this Agreement, of 240,000,000 shares of Regions
Common Stock, of which 136,696,150 shares were issued and outstanding and
322,221 shares were held as treasury shares as of December 31, 1997. All of
the issued and outstanding shares of Regions Common Stock are, and all of the
shares of Regions Common Stock to be issued in exchange for shares of FCC
Common Stock upon consummation of the Merger, when issued in accordance with
the terms of this Agreement, will be, duly and validly issued and outstanding
and fully paid and nonassessable under the DGCL. None of the outstanding
shares of Regions Common Stock has been, and none of the shares of Regions
Common Stock to be issued in exchange for shares of FCC Common Stock upon
consummation of the Merger will be, issued in violation of any preemptive
rights of the current or past stockholders of Regions.

6.4 REGIONS SUBSIDIARIES. Regions or one of its Subsidiaries
owns all of the issued and outstanding shares of capital stock of each Regions
Subsidiary. No equity securities of any Regions Subsidiary are or may become
required to be issued (other than to another Regions Company) by reason of any
Rights, and there are no Contracts by which any Regions Subsidiary is bound to
issue (other than to another Regions Company) additional shares of its capital
stock or Rights or by which any Regions Company is or may be bound to transfer
any shares of the capital stock of any Regions Subsidiary (other than to
another Regions Company). There are no Contracts relating to the rights of any
Regions Company to vote or to dispose of any shares of the capital stock of any
Regions Subsidiary. All of the shares of capital stock of each Regions
Subsidiary held by a Regions Company are fully paid and, except as provided in
statutes pursuant to which depository institution Subsidiaries are organized,
nonassessable under the applicable corporation Law of the jurisdiction in which
such Subsidiary is incorporated or organized and are owned by the Regions
Company free and clear of any Lien. Each Regions Subsidiary is either a bank
or a corporation, and is duly organized, validly existing, and (as to
corporations) in good standing under the Laws of the jurisdiction in which it
is incorporated or organized, and has the corporate power and authority
necessary for it to own, lease, and operate its Assets and to carry on its
business as now conducted. Each Regions Subsidiary is duly qualified or
licensed to transact business as a foreign corporation in good standing in the
States of the United States and foreign jurisdictions where the character of
its Assets or the nature or conduct of its business requires it to be so
qualified or licensed, except for such jurisdictions in which the failure to be
so qualified or licensed is not reasonably likely to have, individually or in
the aggregate, a Material Adverse Effect on Regions. Each Regions Subsidiary
that is a depository institution is an "insured institution" as defined in the
Federal Deposit Insurance Act and applicable regulations thereunder, and the
deposits in which are insured by the Bank Insurance Fund or Savings Association
Insurance Fund.

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6.5 SEC FILINGS; FINANCIAL STATEMENTS.

(a) Regions has filed and made available to FCC all
forms, reports, and documents required to be filed by Regions with the SEC
since December 31, 1993 (collectively, the "Regions SEC Reports"). The Regions
SEC Reports (i) at the time filed, complied in all Material respects with the
applicable requirements of the 1933 Act and the 1934 Act, as the case may be,
and (ii) did not at the time they were filed (or if amended or superseded by a
filing prior to the date of this Agreement, then on the date of such filing)
contain any untrue statement of a Material fact or omit to state a Material
fact required to be stated in such Regions SEC Reports or necessary in order to
make the statements in such Regions SEC Reports, in light of the circumstances
under which they were made, not misleading. Except for Regions Subsidiaries
that are registered as a broker, dealer, or investment advisor or filings
required due to fiduciary holdings of the Regions Subsidiaries, none of Regions
Subsidiaries is required to file any forms, reports, or other documents with
the SEC.

(b) Each of the Regions Financial Statements (including,
in each case, any related notes) contained in the Regions SEC Reports,
including any Regions SEC Reports filed after the date of this Agreement until
the Effective Time, complied or will comply as to form in all Material respects
with the applicable published rules and regulations of the SEC with respect
thereto, was or will be prepared in accordance with GAAP applied on a
consistent basis throughout the periods involved (except as may be indicated in
the notes to such financial statements or, in the case of unaudited statements,
as permitted by Form 10-Q of the SEC), and fairly presented or will fairly
present the consolidated financial position of Regions and its Subsidiaries as
at the respective dates and the consolidated results of its operations and cash
flows for the periods indicated, except that the unaudited interim financial
statements were or are subject to normal and recurring year-end adjustments
which were not or are not expected to be Material in amount or effect.

6.6 ABSENCE OF UNDISCLOSED LIABILITIES. No Regions Company has
any Liabilities that are reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on Regions, except Liabilities which are
accrued or reserved against in the consolidated balance sheets of Regions as of
September 30, 1997, included in the Regions Financial Statements or reflected
in the notes thereto and except for Liabilities incurred in the ordinary course
of business subsequent to September 30, 1997. No Regions Company has incurred
or paid any Liability since September 30, 1997, except for such Liabilities
incurred or paid in the ordinary course of business consistent with past
business practice and which are not reasonably likely to have, individually or
in the aggregate, a Material Adverse Effect on Regions.

6.7 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since September 30,
1997, except as disclosed in the Regions Financial Statements delivered prior
to the date of this Agreement, (i) there have been no events, changes or
occurrences which have had, or are reasonably likely to have, individually or
in the aggregate, a Material Adverse Effect on Regions, and (ii) the Regions
Companies have conducted their respective businesses in the ordinary and usual
course (excluding

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the incurrence of expenses in connection with this Agreement and the
transactions contemplated hereby).

6.8 TAX MATTERS.

(a) All Tax Returns required to be filed by or on behalf
of any of the Regions Companies have been timely filed, or requests for
extensions have been timely filed, granted, and have not expired for periods
ended on or before December 31, 1996, and, to the Knowledge of Regions, all Tax
Returns filed are complete and accurate in all Material respects. All Tax
Returns for periods ending on or before the date of the most recent fiscal year
end immediately preceding the Effective Time will be timely filed or requests
for extensions will be timely filed. All Taxes shown on filed Tax Returns have
been paid. There is no audit examination, deficiency, or refund Litigation
with respect to any Taxes, that is reasonably likely to result in a
determination that would have, individually or in the aggregate, a Material
Adverse Effect on Regions, except to the extent reserved against in the Regions
Financial Statements dated prior to the date of this Agreement. All Taxes and
other Liabilities due with respect to completed and settled examinations or
concluded Litigation have been paid.

(b) None of the Regions Companies has executed an
extension or waiver of any statute of limitations on the assessment or
collection of any Tax due (excluding such statutes that relate to years
currently under examination by the Internal Revenue Service or other applicable
taxing authorities) that is currently in effect.

(c) Adequate provision for any Taxes due or to become due
for any of the Regions Companies for the period or periods through and
including the date of the respective Regions Financial Statements has been made
and is reflected on such Regions Financial Statements.

(d) Each of the Regions Companies is in compliance with,
and its records contain all information and documents (including properly
completed IRS Forms W-9) necessary to comply with, all applicable information
reporting and Tax withholding requirements under federal, state, and local Tax
Laws, and such records identify with specificity all accounts subject to backup
withholding under Section 3406 of the Internal Revenue Code, except for such
instances of noncompliance and such omissions as are not reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on Regions.

(e) None of the Regions Companies has made any payments,
is obligated to make any payments, or is a party to any contract, agreement, or
other arrangement that could obligate it to make any payments that would be
disallowed as a deduction under Section 280G or 162(m) of the Internal Revenue
Code.

(f) There are no Material Liens with respect to Taxes
upon any of the Assets of the Regions Companies.

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(g) There has not been an ownership change, as defined in
Internal Revenue Code Section 382(g), of the Regions Companies that occurred
during or after any Taxable Period in which the Regions Companies incurred a
net operating loss that carries over to any Taxable Period ending after
December 31, 1996.

(h) No Regions Company has filed any consent under
Section 341(f) of the Internal Revenue Code concerning collapsible
corporations.

(i) After the date of this Agreement, no Material
election with respect to Taxes will be made without the prior consent of FCC,
which consent will not be unreasonably withheld.

(j) No Regions Company has or has had a permanent
establishment in any foreign country, as defined in any applicable tax treaty
or convention between the United States and such foreign country.

6.9 ASSETS. The Regions Companies have good and marketable
title, free and clear of all Liens, to all of their respective Assets. All
tangible properties used in the businesses of the Regions Companies are in good
condition, reasonable wear and tear excepted, and are usable in the ordinary
course of business consistent with Regions' past practices. All Assets which
are Material to Regions' business on a consolidated basis, held under leases or
subleases by any of the Regions Companies, are held under valid Contracts
enforceable in accordance with their respective terms (except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, or other Laws affecting the enforcement of creditors' rights
generally and except that the availability of the equitable remedy of specific
performance or injunctive relief is subject to the discretion of the court
before which any proceedings may be brought), and each such Contract is in full
force and effect. The Regions Companies currently maintain insurance similar
in amounts, scope, and coverage reasonably necessary for their operations.
None of the Regions Companies has received notice from any insurance carrier
that (i) such insurance will be canceled or that coverage thereunder will be
reduced or eliminated, or (ii) premium costs with respect to such policies of
insurance will be substantially increased. The Assets of the Regions Companies
include all Assets required to operate the business of the Regions Companies as
presently conducted.

6.10 ENVIRONMENTAL MATTERS.

(a) To the Knowledge of Regions, each Regions Company,
its Participation Facilities, and its Loan Properties are, and have been, in
compliance with all Environmental Laws, except those violations which are not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on Regions.

(b) There is no Litigation pending or, to the Knowledge
of Regions, threatened before any court, governmental agency, or authority, or
other forum in which any Regions Company or any of its Participation Facilities
has been or, with respect to threatened Litigation, may reasonably be expected
to be named as a defendant (i) for alleged noncompliance

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(including by any predecessor) with any Environmental Law or (ii) relating to
the release into the environment of any Hazardous Material, whether or not
occurring at, on, under, or involving a site owned, leased, or operated by any
Regions Company or any of its Participation Facilities, except for such
Litigation pending or threatened that is not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on Regions.

(c) There is no Litigation pending or, to the Knowledge
of Regions, threatened before any court, governmental agency, or board, or
other forum in which any of its Loan Properties (or Regions in respect of such
Loan Property) has been or, with respect to threatened Litigation, may
reasonably be expected to be named as a defendant or potentially responsible
party (i) for alleged noncompliance (including by any predecessor) with any
Environmental Law or (ii) relating to the release into the environment of any
Hazardous Material, whether or not occurring at, on, under, or involving a Loan
Property, except for such Litigation pending or threatened that is not
reasonably likely to have, individually or in the aggregate, a Material Adverse
Effect on Regions.

(d) To the Knowledge of Regions, there is no reasonable
basis for any Litigation of a type described in subsections (b) or (c), except
such as is not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on Regions.

(e) To the Knowledge of Regions, during the period of (i)
any Regions Company's ownership or operation of any of their respective current
properties, (ii) any Regions Company's participation in the management of any
Participation Facility, or (iii) any Regions Company's holding of a security
interest in a Loan Property, there have been no releases of Hazardous Material
in, on, under, or affecting (or potentially affecting) such properties, except
such as are not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on Regions. Prior to the period of (i) any Regions
Company's ownership or operation of any of their respective current properties,
(ii) any Regions Company's participation in the management of any Participation
Facility, or (iii) any Regions Company's holding of a security interest in a
Loan Property, to the Knowledge of Regions, there were no releases of Hazardous
Material in, on, under, or affecting any such property, Participation Facility,
or Loan Property, except such as are not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on Regions.

6.11 COMPLIANCE WITH LAWS. Regions is duly registered as a bank
holding company under the BHC Act. Each Regions Company has in effect all
Permits necessary for it to own, lease, or operate its Material Assets and to
carry on its business as now conducted, except for those Permits the absence of
which are not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on Regions, and there has occurred no Default under any
such Permit, other than Defaults which are not reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on Regions. None
of the Regions Companies:

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(b) has received any notification or communication from
any agency or department of federal, state, or local government or any
Regulatory Authority or the staff thereof (i) asserting that any Regions
Company is not in compliance with any of the Laws or Orders which such
governmental authority or Regulatory Authority enforces, where such
noncompliance is reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on Regions, (ii) threatening to
revoke any Permits, the revocation of which is reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on Regions,
or (iii) requiring any Regions Company (x) to enter into or consent to
the issuance of a cease and desist order, formal agreement, directive,
commitment, or memorandum of understanding, or (y) to adopt any Board
resolution or similar undertaking, which restricts materially the conduct
of its business, or in any manner relates to its capital adequacy, its
credit or reserve policies, its management, or the payment of dividends.

6.12 LABOR RELATIONS. No Regions Company is the subject of any
Litigation asserting that it or any other Regions Company has committed an
unfair labor practice (within the meaning of the National Labor Relations Act
or comparable state Law) or seeking to compel it or any other Regions Company
to bargain with any labor organization as to wages or conditions of employment,
nor is any Regions Company a party to or bound by any collective bargaining
agreement, Contract, or other agreement or understanding with a labor union or
labor organization, nor is there any strike or other labor dispute involving
any Regions Company, pending or threatened, or to the Knowledge of Regions, is
there any activity involving any Regions Company's employees seeking to certify
a collective bargaining unit or engaging in any other organization activity.

6.13 LEGAL PROCEEDINGS. There is no Litigation instituted or
pending, or, to the Knowledge of Regions, threatened against any Regions
Company, or against any Asset, employee benefit plan, interest, or right of any
of them, that is reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on Regions, nor are there any Orders of any Regulatory
Authorities, other governmental authorities, or arbitrators outstanding against
any Regions Company, that are reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on Regions.

6.14 REPORTS. Since January 1, 1994, or the date of organization
if later, each Regions Company has timely filed all reports and statements,
together with any amendments required to be made with respect thereto, that it
was required to file with any Regulatory Authorities, except failures to file
which are not reasonably likely to have, individually or in the aggregate, a
Material Adverse Effect on Regions. As of their respective dates, each of such
reports and documents, including the financial statements, exhibits, and
schedules thereto, complied in all Material respects with all applicable Laws.

6.15 STATEMENTS TRUE AND CORRECT. None of the information
supplied or to be supplied by any Regions Company or any Affiliate thereof
regarding Regions or such Affiliate for inclusion in the Registration Statement
to be filed by Regions with the SEC will, when the Registration Statement
becomes effective, be false or misleading with respect to any Material fact, or
contain any untrue statement of a Material fact,

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or omit to state any Material fact required to be stated thereunder or
necessary to make the statements therein not misleading. None of the
information supplied or to be supplied by any Regions Company or any Affiliate
thereof for inclusion in the Joint Proxy Statement to be mailed to FCC's and
Regions' stockholders in connection with the Stockholders' Meetings, will,
when first mailed to the stockholders of FCC and Regions, be false or
misleading with respect to any Material fact, or contain any misstatement of
Material fact, or omit to state any Material fact required to be stated
thereunder or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, or, in the case of
the Joint Proxy Statement or any amendment thereof or supplement thereto, at
the time of the Stockholders' Meetings, be false or misleading with respect to
any Material fact, or omit to state any Material fact required to be stated
thereunder or necessary to correct any Material statement in any earlier
communication with respect to the solicitation of any proxy for the
Stockholders' Meetings. All documents that any Regions Company or any
Affiliate thereof is responsible for filing with any Regulatory Authority in
connection with the transactions contemplated hereby will comply as to form in
all Material respects with the provisions of applicable Law.

6.16 ACCOUNTING, TAX, AND REGULATORY MATTERS. No Regions Company
or any Affiliate thereof has taken or agreed to take any action, and Regions
has no Knowledge of any fact or circumstance that is reasonably likely to (i)
prevent the transactions contemplated hereby, including the Merger, from
qualifying for pooling-of-interests accounting treatment or as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code, or (ii)
materially impede or delay receipt of any Consents of Regulatory Authorities
referred to in Section 9.1(b) of this Agreement or result in the imposition of
a condition or restriction of the type referred to in the last sentence of such
Section.

6.17 EMPLOYEE BENEFIT PLANS. All Regions Plans have complied
with the applicable terms of ERISA, the Internal Revenue Code, and any other
applicable Laws, the breach or violation of which is reasonably likely to have,
individually or in the aggregate, a Material Adverse Effect on Regions. For
purposes of this Agreement, the term "Regions Plan" means each bonus, incentive
compensation, severance pay, medical or other insurance program, retirement
plan, or other employee benefit plan program, agreement, or arrangement
sponsored, maintained, or contributed to by Regions or any trade or business,
whether or not incorporated, that together with Regions or any of its
Subsidiaries would be deemed a "single employer" under Section 414 of the
Internal Revenue Code (a "Regions ERISA Affiliate") or under which Regions or
any Regions ERISA Affiliate has any Liability or obligation. No Liability
under Title IV of ERISA has been incurred by Regions or any Regions ERISA
Affiliate that has not been satisfied in full, and no condition exists that
presents a Material risk to Regions or any Regions ERISA Affiliate of incurring
any such Liability. With respect to any Regions Plan that is subject to Title
IV of ERISA, full payment has been made, or will be made in accordance with
Section 404(a)(6) of the Internal Revenue Code, of all amounts that Regions or
any Regions ERISA Affiliate is required to pay under Section 412 of the
Internal Revenue Code or under the terms of the Regions Plans, and no
accumulated funding deficiency (within the meaning of Section 412 of the
Internal Revenue Code) exists with respect to any Regions Plan. There are no
Material actions, suits, or claims pending, or, to the Knowledge of Regions,
threatened or anticipated relating to any Regions Plan.

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There has been no Material adverse change in the financial position or funded
status of any Regions Plan that is subject to Title IV of ERISA since the date
of the information relating to the financial position and funded status of each
such plan contained in the most recent Regions Form 10-K filed with the SEC.

6.18 DERIVATIVES. All interest rate swaps, caps, floors, option
agreements, futures and forward contracts, and other similar risk management
arrangements, whether entered into for Regions' own account, or for the account
of one or more the Regions Subsidiaries or their customers, were entered into
(i) in accordance with prudent business practices and all applicable Laws, and
(ii) with counterparties believed to be financially responsible.

6.19 YEAR 2000. Regions has disclosed to FCC a complete and
accurate copy of Regions' plan, including an estimate of the anticipated
associated costs, for implementing modifications to Regions' hardware,
software, and computer systems, chips, and microprocessors, to ensure proper
execution and accurate processing of all date-related data, whether from years
in the same century or in different centuries. Between the date of this
Agreement and the Effective Time, Regions shall endeavor to continue its
efforts to implement such plan.

ARTICLE 7
CONDUCT OF BUSINESS PENDING CONSUMMATION

7.1 AFFIRMATIVE COVENANTS OF BOTH PARTIES. Unless the prior
written consent of the other Party shall have been obtained, and except as
otherwise expressly contemplated herein, each Party shall and shall cause each
of its Subsidiaries to (i) operate its business only in the usual, regular, and
ordinary course, (ii) preserve intact its business organization and Assets and
maintain its rights and franchises, (iii) use its reasonable efforts to
maintain its current employee relationships, and (iv) take no action which
would (a) adversely affect the ability of any Party to obtain any Consents
required for the transactions contemplated hereby without imposition of a
condition or restriction of the type referred to in the last sentence of
Section 9.1(b) of this Agreement, or (b) adversely affect the ability of any
Party to perform its covenants and agreements under this Agreement; provided
that in the case of Regions, the provisions of this Section 7.1 (other than the
provisions of clause (iv) above) shall not be deemed to preclude Regions from
continuing to implement its program of acquiring unaffiliated depository and
nondepository institutions.

7.2 NEGATIVE COVENANTS OF FCC. From the date of this Agreement
until the earlier of the Effective Time or the termination of this Agreement,
FCC covenants and agrees that it will not do or agree or commit to do, or
permit any of its Subsidiaries to do or agree or commit to do, any of the
following without the prior written consent of the chief executive officer or
chief financial officer of Regions, which consent shall not be unreasonably
withheld:

(a) amend the Articles of Incorporation, Bylaws, or other
governing instruments of any FCC Company or, except as expressly
contemplated by this Agreement, the FCC Rights Agreement, or

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(b) incur, guarantee, or otherwise become responsible
for, any additional debt obligation or other obligation for borrowed
money (other than indebtedness of a FCC Company to another FCC Company)
in excess of an aggregate of $1,000,000 (for the FCC Companies on a
consolidated basis), except in the ordinary course of the business
consistent with past practices (which shall include, for FCC Subsidiaries
that are depository institutions, creation of deposit liabilities,
purchases of federal funds, advances from the Federal Reserve Bank or
Federal Home Loan Bank, and entry into repurchase agreements fully
secured by U.S. government or agency securities), or impose, or suffer
the imposition, on any Asset of any FCC Company of any Lien or permit any
such Lien to exist (other than in connection with deposits, repurchase
agreements, bankers acceptances, "treasury tax and loan" accounts
established in the ordinary course of business, the satisfaction of legal
requirements in the exercise of trust powers, and Liens in effect as of
the date hereof that are disclosed in the FCC Disclosure Memorandum); or

(c) repurchase, redeem, or otherwise acquire or exchange
(other than exchanges in the ordinary course under employee benefit
plans), directly or indirectly, any shares, or any securities convertible
into any shares, of the capital stock of any FCC Company, or declare or
pay any dividend or make any other distribution in respect of FCC's
capital stock, provided that FCC may (to the extent legally and
contractually permitted to do so), but shall not be obligated to, declare
and pay regular quarterly cash dividends on the shares of FCC Common
Stock at a rate of $0.28 per share with usual and regular record and
payment dates in accordance with past practice as disclosed in Section
7.2(c) of the FCC Disclosure Memorandum and such dates may not be changed
without the prior written consent of Regions; provided, that,
notwithstanding the provisions of Section 1.3 of this Agreement, the
Parties shall cooperate in selecting the Effective Time to ensure that,
with respect to the quarterly period in which the Effective Time occurs,
the holders of FCC Common Stock do not receive both a dividend in respect
of their FCC Common Stock and a dividend in respect of Regions Common
Stock or fail to receive any dividend; or

(d) except for this Agreement, or pursuant to the Stock
Option Agreement or pursuant to the exercise of Rights outstanding as of
the date of this Agreement and pursuant to the terms thereof in existence
on the date of this Agreement, issue, sell, pledge, encumber, authorize
the issuance of, enter into any Contract to issue, sell, pledge,
encumber, or authorize the issuance of, or otherwise permit to become
outstanding, any additional shares of FCC Common Stock or any other
capital stock of any FCC Company, or any stock appreciation rights, or
any option, warrant, conversion, or other right to acquire any such
stock, or any security convertible into any such stock; or

(e) adjust, split, combine, or reclassify any capital
stock of any FCC Company or issue or authorize the issuance of any other
securities in respect of or in substitution for shares of FCC Common
Stock, or sell, lease, mortgage, or otherwise dispose of or otherwise
encumber (i) any shares of capital stock of any FCC Subsidiary (unless
any such shares of stock are sold or otherwise transferred to another FCC
Company) or (ii) any Asset other than in the ordinary course of business
for reasonable and adequate consideration; or

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(f) except for purchases of U.S. Treasury securities or
U.S. Government agency securities, which in either case have maturities
of three years or less, purchase any securities or make any Material
investment, either by purchase of stock or securities, contributions to
capital, Asset transfers, or purchase of any Assets, in any Person other
than a wholly-owned FCC Subsidiary, or otherwise acquire direct or
indirect control over any Person, other than in connection with (i)
foreclosures in the ordinary course of business, (ii) acquisitions of
control by a depository institution Subsidiary in its fiduciary capacity,
(iii) the creation of new wholly-owned Subsidiaries organized to conduct
or continue activities otherwise permitted by this Agreement, or (iv),
subject to the provisions of Section 8.17 of this Agreement, that certain
Plan and Agreement of Merger, dated as of April 15, 1997, by and between
FCC and Xxxxxxx Xxxxxx, Inc. ("KW") (the "KW Agreement"); or

(g) grant any increase in compensation or benefits to the
employees or officers of any FCC Company, except in accordance with past
practice and consistent with budget data previously provided to Regions
or as required by Law; pay any severance or termination pay or any bonus
other than pursuant to written policies or written Contracts in effect on
the date of this Agreement; enter into or amend any severance agreements
with officers of any FCC Company; grant any Material increase in fees or
other increases in compensation or other benefits to directors of any FCC
Company except in accordance with past practice; or voluntarily
accelerate the vesting of any stock options or other stock-based
compensation or employee benefits; or

(h) enter into or amend any employment Contract between
any FCC Company and any Person (unless such amendment is required by Law)
that the FCC Company does not have the unconditional right to terminate
without Liability (other than Liability for services already rendered),
at any time on or after the Effective Time; or

(i) adopt any new employee benefit plan of any FCC
Company or make any Material change in or to any existing employee
benefit plans of any FCC Company other than any such change that is
required by Law or that, in the opinion of counsel, is necessary or
advisable to maintain the tax qualified status of any such plan; or

(j) make any significant change in any Tax or accounting
methods or systems of internal accounting controls, except as may be
appropriate to conform to changes in Tax Laws or regulatory accounting
requirements or GAAP; or

(k) commence any Litigation other than as necessary for
the prudent operation of its business or settle any Litigation involving
any Liability of any FCC Company for Material money damages or
restrictions upon the operations of any FCC Company; or

(l) except in the ordinary course of business, modify,
amend, or terminate any Material Contract or waive, release, compromise,
or assign any Material rights or claims.

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7.3 ADVERSE CHANGES IN CONDITION. Each Party agrees to give
written notice promptly to the other Party upon becoming aware of the
occurrence or impending occurrence of any event or circumstance relating to it
or any of its Subsidiaries which (i) is reasonably likely to have, individually
or in the aggregate, a Material Adverse Effect on it or (ii) would cause or
constitute a Material breach of any of its representations, warranties, or
covenants contained herein, and to use its reasonable efforts to prevent or
promptly to remedy the same.

7.4 REPORTS. Each Party and its Subsidiaries shall file all
reports required to be filed by it with Regulatory Authorities between the date
of this Agreement and the Effective Time and shall deliver to the other Party
copies of all such reports promptly after the same are filed. If financial
statements are contained in any such reports filed with the SEC, such financial
statements will fairly present the consolidated financial position of the
entity filing such statements as of the dates indicated and the consolidated
results of operations, changes in stockholders' equity, and cash flows for the
periods then ended in accordance with GAAP (subject in the case of interim
financial statements to normal recurring year-end adjustments that are not
Material). As of their respective dates, such reports filed with the SEC will
comply in all Material respects with the Securities Laws and will not contain
any untrue statement of a Material fact or omit to state a Material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. Any financial statements contained in any other reports to another
Regulatory Authority shall be prepared in accordance with Laws applicable to
such reports.

ARTICLE 8
ADDITIONAL AGREEMENTS

8.1 REGISTRATION STATEMENT; JOINT PROXY STATEMENT; STOCKHOLDER
APPROVALS. As soon as reasonably practicable after execution of this
Agreement, Regions shall file the Registration Statement with the SEC, and
shall use its reasonable efforts to cause the Registration Statement to become
effective under the 1933 Act and take any action required to be taken under the
applicable state Blue Sky or securities Laws in connection with the issuance of
the shares of Regions Common Stock upon consummation of the Merger. FCC shall
furnish all information concerning it and the holders of its capital stock as
Regions may reasonably request in connection with such action. FCC shall call
a Stockholders' Meeting, to be held as soon as reasonably practicable after the
Registration Statement is declared effective by the SEC, for the purpose of
voting upon approval of this Agreement and such other related matters as it
deems appropriate. Regions shall call a Stockholders' Meeting, to be held as
soon as reasonably practicable after the Registration Statement is declared
effective by the SEC, for the purpose of voting upon approval of this Agreement
and the issuance of shares of Regions Common Stock pursuant to the Merger and
such other related matters as it deems appropriate. In connection with the
Stockholders' Meetings, (i) Regions and FCC shall prepare and file with the SEC
a Joint Proxy Statement and mail such Joint Proxy Statement to their respective
stockholders, (ii) the Parties shall furnish to each other all information
concerning them that they may reasonably request in connection with such Joint
Proxy Statement, (iii) the Boards of Directors of Regions and FCC shall
recommend to their respective stockholders the approval of the matters
submitted for approval, and (iv) the

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Boards of Directors and officers of Regions and FCC shall use their reasonable
efforts to obtain such stockholders' approvals, provided that each of Regions
and FCC may withdraw, modify, or change in an adverse manner to the other Party
its recommendations if the Board of Directors of such Party, after having
consulted with and based upon the advice of outside counsel, determines in good
faith that the failure to so withdraw, modify, or change its recommendation
could constitute a breach of the fiduciary duties of such Party's Board of
Directors under applicable Law. In addition, nothing in this Section 8.1 or
elsewhere in this Agreement shall prohibit accurate disclosure by either Party
of information that is required to be disclosed in the Registration Statement
or the Joint Proxy Statement or in any other document required to be filed with
the SEC (including, without limitation, a Solicitation/Recommendation Statement
on Schedule 14D-9) or otherwise required to be publicly disclosed by applicable
Law or regulations or rules of the NASD.

8.2 EXCHANGE LISTING. Regions shall use its reasonable efforts
to list, prior to the Effective Time, on the Nasdaq NMS, subject to official
notice of issuance, the shares of Regions Common Stock to be issued to the
holders of FCC Common Stock pursuant to the Merger.

8.3 APPLICATIONS. Regions shall promptly prepare and file, and
FCC shall cooperate in the preparation and, where appropriate, filing of,
applications with all Regulatory Authorities having jurisdiction over the
transactions contemplated by this Agreement seeking the requisite Consents
necessary to consummate the transactions contemplated by this Agreement.

8.4 FILINGS WITH STATE OFFICES. Upon the terms and subject to
the conditions of this Agreement, Regions shall execute and file the Delaware
Certificate of Merger with the Secretary of State of the State of Delaware and
the Arkansas Articles of Merger with the Secretary of State of the State of
Arkansas in connection with the Closing.

8.5 AGREEMENT AS TO EFFORTS TO CONSUMMATE. Subject to the terms
and conditions of this Agreement, each Party agrees to use, and to cause its
Subsidiaries to use, its reasonable efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, all things necessary, proper, or
advisable under applicable Laws to consummate and make effective, as soon as
reasonably practicable after the date of this Agreement, the transactions
contemplated by this Agreement, including, without limitation, using its
reasonable efforts to lift or rescind any Order adversely affecting its ability
to consummate the transactions contemplated herein and to cause to be satisfied
the conditions referred to in Article 9 of this Agreement; provided, that
nothing herein shall preclude either Party from exercising its rights under
this Agreement. Each Party shall use, and shall cause each of its Subsidiaries
to use, its reasonable efforts to obtain all Consents necessary or desirable
for the consummation of the transactions contemplated by this Agreement.

8.6 INVESTIGATION AND CONFIDENTIALITY.

(a) Prior to the Effective Time, each Party shall keep
the other Party advised of all Material developments relevant to its business
and to consummation of the Merger and shall permit the other Party to make or
cause to be made such investigation of the business and properties of it and
its Subsidiaries and of their respective financial and legal conditions as the

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other Party reasonably requests, provided that such investigation shall be
reasonably related to the transactions contemplated hereby and shall not
interfere unnecessarily with normal operations. No investigation by a Party
shall affect the representations and warranties of the other Party.

(b) Each Party shall, and shall cause its advisers and
agents to, maintain the confidentiality of all confidential information
furnished to it by the other Party concerning its and its Subsidiaries'
businesses, operations, and financial positions and shall not use such
information for any purpose except in furtherance of the transactions
contemplated by this Agreement. If this Agreement is terminated prior to the
Effective Time, each Party shall promptly return or certify the destruction of
all documents and copies thereof, and all work papers containing confidential
information received from the other Party.

(c) Each Party agrees to give the other Party notice as
soon as practicable after any determination by it of any fact or occurrence
relating to the other Party which it has discovered through the course of its
investigation and which represents, or is reasonably likely to represent,
either a Material breach of any representation, warranty, covenant, or
agreement of the other Party or which has had or is reasonably likely to have a
Material Adverse Effect on the other Party.

(d) Neither Party nor any of their respective
Subsidiaries shall be required to provide access to or to disclose information
where such access or disclosure would violate or prejudice the rights of its
customers, jeopardize the attorney-client or similar privilege with respect to
such information or contravene any Law, rule, regulation, Order, judgment,
decree, fiduciary duty, or agreement entered into prior to the date of this
Agreement. The Parties will use their reasonable efforts to make appropriate
substitute disclosure arrangements, to the extent practicable, in circumstances
in which the restrictions of the preceding sentence apply.

8.7 PRESS RELEASES. Prior to the Effective Time, Regions and
FCC shall consult with each other as to the form and substance of any press
release or other public disclosure materially related to this Agreement or any
other transaction contemplated hereby; provided, that nothing in this Section
8.7 shall be deemed to prohibit any Party from making any disclosure which its
counsel deems necessary or advisable in order to satisfy such Party's
disclosure obligations imposed by Law.

8.8 CERTAIN ACTIONS. Except with respect to this Agreement and
the transactions contemplated hereby, no FCC Company nor any Affiliate thereof
nor any Representatives thereof retained by any FCC Company shall directly or
indirectly solicit or engage in negotiations concerning any Acquisition
Proposal, or provide any confidential information or assistance to, or have any
discussions with, any Person with respect to an Acquisition Proposal.
Notwithstanding the foregoing, FCC may, and may authorize and permit its
Representatives to, provide Persons with confidential information, have
discussions or negotiations with, or otherwise facilitate an effort or attempt
by such Person to make or implement an Acquisition Proposal not solicited in
violation of this Agreement if FCC's Board of Directors, after having consulted
with, and based upon the advice of, outside counsel, determines in good faith
that the failure to take such actions could constitute a breach of the
fiduciary duties of FCC's Board of Directors under applicable

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Law; provided, that FCC shall promptly advise Regions following the receipt of
any Acquisition Proposal and the Material details thereof; and, provided
further, that prior to delivery of confidential information relating to FCC or
access to FCC's books, records, or properties in connection therewith, the
other Person shall have entered into a confidentiality agreement substantially
similar to the Confidentiality Agreement previously entered into between FCC
and Regions. Nothing contained in this Section 8.8 shall prohibit the Board of
Directors of FCC from complying with Rule 14e-2, promulgated under the 1934
Act. FCC shall (i) immediately cease and cause to be terminated any existing
activities, discussions, or negotiations with any Persons conducted heretofore
with respect to any of the foregoing, and (ii) direct and use its reasonable
efforts to cause of all its Representatives not to engage in any of the
foregoing.

8.9 ACCOUNTING AND TAX TREATMENT. Each of the Parties
undertakes and agrees to use its reasonable efforts to cause the Merger, and to
take no action which would cause the Merger not, to qualify for treatment as a
pooling of interests for accounting purposes or as a "reorganization" within
the meaning of Section 368(a) of the Internal Revenue Code for federal income
tax purposes.

8.10 STATE TAKEOVER LAWS. Each FCC Company shall take all
necessary steps to exempt the transactions contemplated by this Agreement from,
or if necessary challenge the validity or applicability of, any applicable
Takeover Laws.

8.11 CHARTER PROVISIONS. Each FCC Company shall take all
necessary action to ensure that the entering into of this Agreement and the
consummation of the Merger and the other transactions contemplated hereby do
not and will not result in the grant of any rights to any Person under the
Articles of Incorporation, Bylaws, or other governing instruments of any FCC
Company or restrict or impair the ability of Regions or any of its Subsidiaries
to vote, or otherwise to exercise the rights of a stockholder with respect to,
shares of any FCC Company that may be directly or indirectly acquired or
controlled by it.

8.12 RIGHTS AGREEMENT. FCC shall take all necessary action
(including, if required, redeeming all of the outstanding Preferred Stock
Purchase Rights or amending or terminating the FCC Rights Agreement) so that
the entering into of this Agreement, the acquisition of shares pursuant to the
Stock Option Agreement, and consummation of the Merger and the other
transactions contemplated hereby do not and will not result in any Person
becoming able to exercise any Preferred Stock Purchase Rights under the FCC
Rights Agreement or enabling or requiring the Preferred Stock Purchase Rights
to be separated from the shares of FCC Common Stock to which they are attached
or to be triggered or to become exercisable.

8.13 AGREEMENT OF AFFILIATES. FCC has disclosed in Section 8.13
of the FCC Disclosure Memorandum each Person whom it reasonably believes may be
deemed an "affiliate" of FCC for purposes of Rule 145 under the 1933 Act. FCC
shall use its reasonable efforts to cause each such Person to deliver to
Regions not later than 30 days prior to the Effective Time, a written
agreement, in substantially the form of Exhibit 2, providing that such Person
will not sell, pledge, transfer, or otherwise dispose of the shares of FCC
Common Stock held by such Person except as contemplated by such agreement or by
this Agreement and will not sell, pledge, transfer,

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or otherwise dispose of the shares of Regions Common Stock to be received by
such Person upon consummation of the Merger except in compliance with
applicable provisions of the 1933 Act and the rules and regulations thereunder
and until such time as financial results covering at least 30 days of combined
operations of Regions and FCC have been published within the meaning of Section
201.01 of the SEC's Codification of Financial Reporting Policies. Shares of
Regions Common Stock issued to such affiliates of FCC in exchange for shares of
FCC Common Stock shall not be transferable until such time as financial results
covering at least 30 days of combined operations of Regions and FCC have been
published within the meaning of Section 201.01 of the SEC's Codification of
Financial Reporting Policies, regardless of whether each such affiliate has
provided the written agreement referred to in this Section 8.13 (and Regions
shall be entitled to place restrictive legends upon certificates for shares of
Regions Common Stock issued to affiliates of FCC pursuant to this Agreement to
enforce the provisions of this Section 8.13). Regions shall not be required to
maintain the effectiveness of the Registration Statement under the 1933 Act for
the purposes of resale of Regions Common Stock by such affiliates.

8.14 EMPLOYEE BENEFITS AND CONTRACTS. Following the Effective
Time, but in no event earlier than the consolidation of FCC's depository
institution Subsidiaries with Regions' depository institution Subsidiaries,
Regions shall provide generally to officers and employees of the FCC Companies,
who at or after the Effective Time become employees of a Regions Company (the
"Continuing Employees"), employee benefits under employee benefit plans on
terms and conditions which when taken as a whole are substantially similar to
those currently provided by the Regions Companies to their similarly situated
officers and employees. For purposes of participation and vesting (but not
accrual of benefits) under such employee benefit plans, (i) service under any
qualified defined benefit plans of FCC shall be treated as service under
Regions' qualified defined benefit plans, (ii) service under any qualified
defined contribution plans of FCC shall be treated as service under Regions'
qualified defined contribution plans, and (iii) service under any other
employee benefit plans of FCC shall be treated as service under any similar
employee benefit plans maintained by Regions. Regions shall cause the Regions
welfare benefit plans that cover the Continuing Employees after the Effective
Time to (i) waive any waiting period and restrictions and limitations for
preexisting conditions or insurability, and (ii) cause any deductible,
co-insurance, or maximum out-of-pocket payments made by the Continuing
Employees under FCC's welfare benefit plans to be credited to such Continuing
Employees under the Regions welfare benefit plans, so as to reduce the amount
of any deductible, co-insurance, or maximum out-of-pocket payments payable by
the Continuing Employees under the Regions welfare benefit plans. The
continued coverage of the Continuing Employees under the employee benefits
plans maintained by FCC and/or any FCC Subsidiary immediately prior to the
Effective Time during a transition period shall be deemed to provide the
Continuing Employees with benefits that are no less favorable than those
offered to other employees of Regions and its Subsidiaries, provided that after
the Effective Time there is no Material reduction (determined on an overall
basis) in the benefits provided under the FCC employee benefit plans. Except
as expressly provided in the Supplemental Letter, Regions also shall cause FCC
and its Subsidiaries to honor all employment, severance, consulting, and other
compensation Contracts disclosed in Section 8.14 of the FCC Disclosure
Memorandum to Regions between any FCC Company and any current or former
director, officer, or employee thereof, and all provisions of the FCC Benefit
Plans. To the extent that Regions has agreed to cause FCC or the appropriate
FCC

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Subsidiary to honor the Contracts as set forth in the preceding sentence (the
"FCC Compensation Contracts"), Regions acknowledges that the Merger constitutes
a "Change of Control" for all purposes pursuant to any such FCC Compensation
Contracts. In addition, Regions acknowledges that each employee who is a party
to any such FCC Compensation Contract will, during the first year following
consummation of the Merger, have "Good Reason" to terminate employment
thereunder.

8.15 INDEMNIFICATION.

(a) From and after the Effective Time, in the event of
any threatened or actual claim, action, suit, proceeding, or investigation,
whether civil, criminal, or administrative, including, without limitation, any
such claim, action, suit, proceeding or investigation in which any person who
is now, or has been at any time prior to the date of this Agreement, or who
becomes prior to the Effective Time, a director or officer of FCC or any FCC
Subsidiary (the "Indemnified Parties") is, or is threatened to be, made a party
based in whole or in part on, or arising in whole or in part out of, or
pertaining to (i) the fact that he is or was a director, officer, or employee
of FCC, any of the FCC Subsidiaries, or any of their respective predecessors or
(ii) this Agreement or any of the transactions contemplated hereby, whether in
any case asserted or arising before or after the Effective Time, Regions shall
indemnify and hold harmless, as and to the fullest extent permitted by Law,
each such Indemnified Party against any Liability (including reasonable
attorneys' fees and expenses in advance of the final disposition of any claim,
suit, proceeding, or investigation to each Indemnified Party to the fullest
extent permitted by Law upon receipt of any undertaking required by applicable
Law), judgments, fines, and amounts paid in settlement in connection with any
such threatened or actual claim, action, suit, proceeding, or investigation,
and in the event of any such threatened or actual claim, action, suit,
proceeding, or investigation (whether asserted or arising before or after the
Effective Time), the Indemnified Parties may retain counsel reasonably
satisfactory to them; provided, however, that (a) Regions shall have the right
to assume the defense thereof and upon such assumption Regions shall not be
liable to any Indemnified Party for any legal expenses of other counsel or any
other expenses subsequently incurred by any Indemnified Party in connection
with the defense thereof, except that if Regions elects not to assume such
defense or counsel for the Indemnified Parties reasonably advises the
Indemnified Parties that there are issues which raise conflicts of interest
between Regions and the Indemnified Parties, the Indemnified Parties may retain
counsel reasonably satisfactory to them, and Regions shall pay the reasonable
fees and expenses of such counsel for the Indemnified Parties, (b) Regions
shall not be liable for any settlement effected without its prior written
consent (which consent shall not be unreasonably withheld), and (c) Regions
shall have no obligation hereunder to any Indemnified Party when and if a court
of competent jurisdiction shall ultimately determine, and such determination
shall have become final and nonappealable, that indemnification of such
Indemnified Party in the manner contemplated hereby is prohibited by applicable
Law. Regions' obligations under this Section 8.15(a) continue in full force
and effect for a period of six years after the Effective Time; provided,
however, that all rights to indemnification in respect of any claim (a "Claim")
asserted or made within such period shall continue until the final disposition
of such Claim.

- 35 -

(b) Regions agrees that all rights to indemnification and
all limitations on Liability existing in favor of the directors, officers, and
employees of FCC and its Subsidiaries (the "Covered Parties") as provided in
their respective Articles of Incorporation, Bylaws, or similar governing
instruments as in effect as of the date of this Agreement with respect to
matters occurring prior to the Effective Time shall survive the Merger and
shall continue in full force and effect, and shall be honored by such entities
or their respective successors as if they were the indemnifying party
thereunder, without any amendment thereto, for a period of six years after the
Effective Time; provided, however, that all rights to indemnification in
respect of any Claim asserted or made within such period shall continue until
the final disposition of such Claim; provided, further, however, that nothing
contained in this Section 8.15(b) shall be deemed to preclude the liquidation,
consolidation, or merger of FCC or any FCC Subsidiary, in which case all of
such rights to indemnification and limitations on Liability shall be deemed to
so survive and continue notwithstanding any such liquidation, consolidation, or
merger. Without limiting the foregoing, in any case in which approval by
Regions is required to effectuate any indemnification, Regions shall direct, at
the election of the Indemnified Party, that the determination of any such
approval shall be made by independent counsel mutually agreed upon between
Regions and the Indemnified Party.

(c) Regions, from and after the Effective Time, will
directly or indirectly cause the persons who served as directors or officers of
FCC at or before the Effective Time to be covered by FCC's existing directors'
and officers' liability insurance policy (provided that Regions may substitute
therefor policies of at least the same coverage and amounts containing terms
and conditions which are not less advantageous than such policy). Such
insurance coverage, shall commence at the Effective Time and will be provided
for a period of no less than three years after the Effective Time.

(d) If Regions or any of its successors or assigns shall
consolidate with or merge into any other Person and shall not be the continuing
or surviving Person of such consolidation or merger or shall transfer all or
substantially all of its Assets to any Person, then and in each case, proper
provision shall be made so that the successors and assigns of Regions shall
assume the obligations set forth in this Section 8.15.

(e) The provisions of this Section 8.15 are intended to
be for the benefit of and shall be enforceable by, each Indemnified Party, his
or her heirs and representatives.

8.16 CERTAIN MODIFICATIONS. Regions and FCC shall consult with
respect to their loan, litigation, and real estate valuation policies and
practices (including loan classifications and levels of reserves) and FCC shall
make such modifications or changes to its policies and practices, if any, prior
to the Effective Time, as may be mutually agreed upon. Regions and FCC also
shall consult with respect to the character, amount, and timing of
restructuring and Merger-related expense charges to be taken by each of the
Parties in connection with the transactions contemplated by this Agreement and
shall take such charges in accordance with GAAP as may be mutually agreed upon
by the Parties. Neither Party's representations, warranties, and covenants
contained in this Agreement shall be deemed to be inaccurate or breached in any
respect as a consequence of any modifications or charges undertaken solely on
account of this Section 8.16.

- 36 -

8.17 PENDING FCC ACQUISITION. Each of Regions and FCC shall use
its reasonable efforts to modify or amend (or cause to be modified or amended)
this Agreement or the KW Agreement as necessary or appropriate to ensure that
each of the acquisition of FCC by Regions and the acquisition of KW by FCC
shall qualify as a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code. Any such amendments or modifications shall be made as
soon as reasonably practicable after the date of this Agreement. In
determining whether the condition precedent set forth in Section 5.01(m) of the
KW Agreement has been satisfied, FCC shall take into account the advice and
counsel of Regions and its professional advisors, and shall not agree to the
final form of Exhibits C-1 and C-2 without the prior consent of Regions (which
consent of Regions shall not be unreasonably withheld).

ARTICLE 9
CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE

9.1 CONDITIONS TO OBLIGATIONS OF EACH PARTY. The respective
obligations of each Party to perform this Agreement and to consummate the
Merger and the other transactions contemplated hereby are subject to the
satisfaction of the following conditions, unless waived by both Parties
pursuant to Section 11.6 of this Agreement:

(a) STOCKHOLDER APPROVALS. The stockholders of FCC shall have
approved this Agreement, and the consummation of the transactions
contemplated hereby, including the Merger, as and to the extent required
by Law, by the provisions of any governing instruments, and by the rules
of the NASD. The stockholders of Regions shall have approved this
Agreement and the consummation of the transaction contemplated hereby,
including the Merger and the issuance of shares of Regions Common Stock
pursuant to the Merger, as and to the extent required by Law, by the
provisions of any governing instruments, and by the rules of the NASD.

(b) REGULATORY APPROVALS. All Consents of, filings and
registrations with, and notifications to, all Regulatory Authorities
required for consummation of the Merger shall have been obtained or
made and shall be in full force and effect and all waiting periods
required by Law shall have expired. No Consent obtained from any
Regulatory Authority which is necessary to consummate the transactions
contemplated hereby shall be conditioned or restricted in a manner
(excluding requirements relating to the raising of additional capital or
the disposition of Assets or deposits) which in the reasonable good faith
judgment of the Board of Directors of Regions would so materially
adversely impact the economic or business benefits of the transactions
contemplated by this Agreement so as to render inadvisable the
consummation of the Merger.

(c) CONSENTS AND APPROVALS. Each Party shall have obtained any
and all Consents required for consummation of the Merger (other than those
referred to in Section 9.1(b) of this Agreement) or for the preventing
of any Default under any Contract or Permit of such Party which, if not
obtained or made, is reasonably likely to have, individually or in the
aggregate, a Material Adverse Effect on such Party. No Consent obtained
which is

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necessary to consummate the transactions contemplated hereby shall be
conditioned or restricted in a manner which in the reasonable good faith
judgment of the Board of Directors of Regions would so materially
adversely impact the economic or business benefits of the transactions
contemplated by this Agreement so as to render inadvisable the
consummation of the Merger.

(d) LEGAL PROCEEDINGS. No court or governmental or Regulatory
Authority of competent jurisdiction shall have enacted, issued,
promulgated, enforced, or entered any Law or Order (whether temporary,
preliminary, or permanent) or taken any other action which prohibits,
restricts, or makes illegal consummation of the transactions
contemplated by this Agreement.

(e) REGISTRATION STATEMENT. The Registration Statement shall be
effective under the 1933 Act, no stop orders suspending the effectiveness
of the Registration Statement shall have been issued, no action, suit,
proceeding, or investigation by the SEC to suspend the effectiveness
thereof shall have been initiated and be continuing, and all necessary
approvals under state securities Laws or the 1933 Act or 1934 Act
relating to the issuance or trading of the shares of Regions Common Stock
issuable pursuant to the Merger shall have been received.

(f) EXCHANGE LISTING. The shares of Regions Common Stock
issuable pursuant to the Merger shall have been approved for listing on
the Nasdaq NMS, subject to official notice of issuance.

(g) TAX MATTERS. Each Party shall have received a written
opinion or opinions from Xxxxxx & Bird LLP, in a form reasonably
satisfactory to such Party (the "Tax Opinion"), to the effect that (i)
the Merger will constitute a reorganization within the meaning of Section
368(a) of the Internal Revenue Code, (ii) the exchange in the Merger of
FCC Common Stock for Regions Common Stock will not give rise to gain or
loss to the stockholders of FCC with respect to such exchange (except to
the extent of any cash received), (iii) the tax basis of the Regions
Common Stock received by holders of FCC Common Stock in the Merger will
be the same as the tax basis of the FCC Common Stock surrendered in
exchange for the Regions Common Stock (reduced by an amount allocable to
a fractional share for which cash is received), and (iv) the holding
period of the Regions Common Stock received by holders who exchange their
FCC Common Stock for Regions Common Stock in the Merger will be the same
as the holding period of the FCC Common Stock surrendered in exchange
therefor. In rendering such Tax Opinion, such counsel shall be entitled
to rely upon representations of officers of FCC and Regions reasonably
satisfactory in form and substance to such counsel.

(h) POOLING LETTER. Each Party shall have received a letter,
dated as of the Effective Time, in a form reasonably acceptable to such
Party, from Ernst & Young LLP to the effect that the Merger will qualify
for pooling-of-interests accounting treatment.

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9.2 CONDITIONS TO OBLIGATIONS OF REGIONS. The obligations of
Regions to perform this Agreement and consummate the Merger and the other
transactions contemplated hereby are subject to the satisfaction of the
following conditions, unless waived by Regions pursuant to Section 11.6(a) of
this Agreement:

(a) REPRESENTATIONS AND WARRANTIES. For purposes of this
Section 9.2(a), the accuracy of the representations and warranties of FCC
set forth in this Agreement shall be assessed as of the date of this
Agreement and as of the Effective Time with the same effect as though all
such representations and warranties had been made on and as of the
Effective Time (provided that representations and warranties which are
confined to a specified date shall speak only as of such date). The
representations and warranties of FCC set forth in Section 5.3 of this
Agreement shall be true and correct (except for inaccuracies which are de
minimis in amount). The representations and warranties of FCC set forth
in Sections 5.18, 5.19, 5.20, and 5.21 of this Agreement shall be true
and correct in all Material respects. There shall not exist inaccuracies
in the representations and warranties of FCC set forth in this Agreement
(including the representations and warranties set forth in Sections 5.3,
5.18, 5.19, 5.20, and 5.21) such that the aggregate effect of such
inaccuracies has, or is reasonably likely to have, a Material Adverse
Effect on FCC; provided that, for purposes of this sentence only, those
representations and warranties which are qualified by references to
"material, "Material," "Material Adverse Effect," or variations thereof,
or to the "Knowledge" of FCC or to a matter being "known" by FCC shall be
deemed not to include such qualifications.

(b) PERFORMANCE OF AGREEMENTS AND COVENANTS. Each and
all of the agreements and covenants of FCC to be performed and complied
with pursuant to this Agreement and the other agreements contemplated
hereby prior to the Effective Time shall have been duly performed and
complied with in all Material respects.

(c) CERTIFICATES. FCC shall have delivered to Regions
(i) a certificate, dated as of the Effective Time and signed on its
behalf by its duly authorized officers, to the effect that the conditions
of its obligations set forth in Section 9.2(a) and 9.2(b) of this
Agreement have been satisfied, and (ii) certified copies of resolutions
duly adopted by FCC's Board of Directors and stockholders evidencing the
taking of all corporate action necessary to authorize the execution,
delivery, and performance of this Agreement, and the consummation of the
transactions contemplated hereby, all in such reasonable detail as
Regions and its counsel shall request.

(d) AFFILIATE AGREEMENTS. Regions shall have received
from each affiliate of FCC the affiliates agreement referred to in
Section 8.12 of this Agreement, to the extent necessary to assure in the
reasonable judgment of Regions that the transactions contemplated hereby
will qualify for pooling-of-interests accounting treatment.

(e) RIGHTS AGREEMENT. None of the events described in
Sections 11(a)(ii) or 13 of the FCC Rights Agreement shall have occurred,
and the Preferred Stock Purchase

- 39 -

Rights shall not have become non-redeemable or exercisable for capital
stock of Regions upon consummation of the Merger.

9.3 CONDITIONS TO OBLIGATIONS OF FCC. The obligations of FCC to
perform this Agreement and consummate the Merger and the other transactions
contemplated hereby are subject to the satisfaction of the following
conditions, unless waived by FCC pursuant to Section 11.6(b) of this Agreement:

(a) REPRESENTATIONS AND WARRANTIES. For purposes of this
Section 9.3(a), the accuracy of the representations and warranties of
Regions set forth in this Agreement shall be assessed as of the date of
this Agreement and as of the Effective Time with the same effect as
though all such representations and warranties had been made on and as of
the Effective Time (provided that representations and warranties which
are confined to a specified date shall speak only as of such date). The
representations and warranties of Regions set forth in Section 6.3 of
this Agreement shall be true and correct (except for inaccuracies which
are de minimis in amount). The representations and warranties of Regions
set forth in Section 6.16 of this Agreement shall be true and correct in
all Material respects. There shall not exist inaccuracies in the
representations and warranties of Regions set forth in this Agreement
(including the representations and warranties set forth in Sections 6.3
and 6.16) such that the aggregate effect of such inaccuracies has, or is
reasonably likely to have, a Material Adverse Effect on Regions; provided
that, for purposes of this sentence only, those representations and
warranties which are qualified by references to "material," "Material,"
"Material Adverse Effect," or variations thereof, or to the "Knowledge"
of Regions or to a matter being "known" by Regions shall be deemed not to
include such qualifications.

(b) PERFORMANCE OF AGREEMENTS AND COVENANTS. Each and
all of the agreements and covenants of Regions to be performed and
complied with pursuant to this Agreement and the other agreements
contemplated hereby prior to the Effective Time shall have been duly
performed and complied with in all Material respects.

(c) CERTIFICATES. Regions shall have delivered to FCC
(i) a certificate, dated as of the Effective Time and signed on its
behalf by its duly authorized officers, to the effect that the conditions
of its obligations set forth in Section 9.3(a) and 9.3(b) of this
Agreement have been satisfied, and (ii) certified copies of resolutions
duly adopted by Regions' Board of Directors and stockholders evidencing
the taking of all corporate action necessary to authorize the execution,
delivery, and performance of this Agreement, and the consummation of the
transactions contemplated hereby, all in such reasonable detail as FCC
and its counsel shall request.

- 40 -

ARTICLE 10
TERMINATION

10.1 TERMINATION. Notwithstanding any other provision of this
Agreement, and notwithstanding the approval of this Agreement by the
stockholders of FCC or Regions, this Agreement may be terminated and the Merger
abandoned at any time prior to the Effective Time:

(a) By mutual consent of the Board of Directors of
Regions and the Board of Directors of FCC; or

(b) By the Board of Directors of either Party (provided
that the terminating Party is not then in breach of any representation or
warranty contained in this Agreement under the applicable standard set
forth in Section 9.2(a) of this Agreement in the case of FCC and Section
9.3(a) of this Agreement in the case of Regions or in Material breach of
any covenant or other agreement contained in this Agreement) in the event
of an inaccuracy of any representation or warranty of the other Party
contained in this Agreement which cannot be or has not been cured within
30 days after the giving of written notice to the breaching Party of such
inaccuracy and which inaccuracy would provide the terminating Party the
ability to refuse to consummate the Merger under the applicable standard
set forth in Section 9.2(a) of this Agreement in the case of FCC and
Section 9.3(a) of this Agreement in the case of Regions; or

(c) By the Board of Directors of either Party (provided
that the terminating Party is not then in breach of any representation or
warranty contained in this Agreement under the applicable standard set
forth in Section 9.2(a) of this Agreement in the case of FCC and Section
9.3(a) in the case of Regions) in the event of a Material breach by the
other Party of any covenant or agreement contained in this Agreement
which cannot be or has not been cured within 30 days after the giving of
written notice to the breaching Party of such breach; or

(d) By the Board of Directors of either Party in the
event (i) any Consent of any Regulatory Authority required for
consummation of the Merger and the other transactions contemplated hereby
shall have been denied by final nonappealable action of such authority or
if any action taken by such authority is not appealed within the time
limit for appeal, or (ii) the stockholders of Regions or FCC fail to vote
their approval of the matters submitted for the approval by such
stockholders at the Stockholders' Meetings where the transactions were
presented to such stockholders for approval and voted upon; or

(e) By the Board of Directors of either Party in the
event that the Merger shall not have been consummated by December 31,
1998, if the failure to consummate the transactions contemplated hereby
on or before such date is not caused by any breach of this Agreement by
the Party electing to terminate pursuant to this Section 10.1(e); or

(f) By the Board of Directors of either Party (provided
that the terminating Party is not then in breach of any representation or
warranty contained in this Agreement

- 41 -

under the applicable standard set forth in Section 9.2(a) of this
Agreement in the case of FCC and Section 9.3(a) of this Agreement in the
case of Regions or in Material breach of any covenant or other agreement
contained in this Agreement) in the event that any of the conditions
precedent to the obligations of such Party to consummate the Merger
cannot be satisfied or fulfilled by the date specified in Section 10.1(e)
of this Agreement; or

(g) By the Board of Directors of FCC, if it determines by
a vote of a majority of the members of its entire Board, at any time
during the ten-day period commencing two days after the Determination
Date, if both of the following conditions are satisfied:

(1) the Average Closing Price shall be less
than the product of (i) 0.80 and (ii) the Starting Price; and

(2) (i) the quotient obtained by dividing
the Average Closing Price by the Starting Price (such number being
referred to herein as the "Regions Ratio") shall be less than (ii)
the quotient obtained by dividing the Index Price on the
Determination Date by the Index Price on the Starting Date and
subtracting 0.15 from the quotient in this clause (2)(ii) (such
number being referred to herein as the "Index Ratio");

subject, however, to the following three sentences. If FCC refuses to
consummate the Merger pursuant to this Section 10.1(g), it shall give
prompt written notice thereof to Regions; provided, that such notice of
election to terminate may be withdrawn at any time within the
aforementioned ten-day period. During the five-day period commencing
with its receipt of such notice, Regions shall have the option to elect
to increase the Exchange Ratio to equal the lesser of (i) the quotient
(rounded to the nearest one-ten-thousandth) obtained by dividing (1) the
product of 0.80, the Starting Price, and the Exchange Ratio (as then in
effect) by (2) the Average Closing Price, and (ii) the quotient (rounded
to the nearest one-ten-thousandth) obtained by dividing (1) the product
of the Index Ratio and the Exchange Ratio (as then in effect) by (2) the
Regions Ratio. If Regions makes an election contemplated by the
preceding sentence, within such five-day period, it shall give prompt
written notice to FCC of such election and the revised Exchange Ratio,
whereupon no termination shall have occurred pursuant to this Section
10.1(g) and this Agreement shall remain in effect in accordance with its
terms (except as the Exchange Ratio shall have been so modified), and any
references in this Agreement to "Exchange Ratio" shall thereafter be
deemed to refer to the Exchange Ratio as adjusted pursuant to this
Section 10.1(g).

For purposes of this Section 10.1(g), the following terms
shall have the meanings indicated:

"Average Closing Price" shall mean the average of the daily
last sales prices of Regions Common Stock as reported on the
Nasdaq NMS (as reported by The Wall Street Journal or, if not
reported thereby, another authoritative source as chosen by
Regions) for the ten consecutive full trading days in which such
shares are traded on the Nasdaq NMS ending at the close of trading
on the Determination Date.

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"Determination Date" shall mean the later of the date on
which (i) the Consent of the Board of Governors of the Federal
Reserve System (without regard to any requisite waiting period
thereof) to the Merger shall be received and (ii) the FCC and
Regions stockholders approve the Merger at the Stockholders'
Meetings.

"Index Group" shall mean the 17 bank holding companies
listed below, the common stocks of all of which shall be publicly
traded and as to which there shall not have been, since the
Starting Date and before the Determination Date, any public
announcement of a proposal for such company to be acquired or for
such company to acquire another company or companies in
transactions with a value exceeding 25% of the acquiror's market
capitalization. In the event that any such company or companies
are removed from the Index Group, the weights (which shall be
determined based upon the number of outstanding shares of common
stock) shall be redistributed proportionately for purposes of
determining the Index Price. The 17 bank holding companies and
the weights attributed to them are as follows:

BANK HOLDING COMPANIES WEIGHTING
---------------------------- --------------

AmSouth Bancorporation 4.07%
BB&T Corporation 6.78
Compass Bancshares, Inc. 3.34
Fifth Third Bancorp 7.84
First American Corporation 2.96
First Security Corporation 5.86
First Tennessee National Corporation 3.25
First Xxxxxxxx Xxxxx, Inc. 2.62
Hibernia Corporation 6.62
Huntington Bancshares, Inc. 9.68
Mercantile Bancorporation, Inc. 6.60
SouthTrust Corporation 5.05
Star Banc Corporation 4.32
Summit Bancorp 8.91
SunTrust Banks, Inc. 10.67
Union Planters Corporation 3.45
Wachovia Corporation 7.99
---------------------------- -------
Total 100.00%
=======

"Index Price" on a given date shall mean the weighted
average (weighted in accordance with the factors listed above) of
the last sales prices of the companies composing the Index Group.

"Starting Date" shall mean the last full trading day
preceding the announcement by press release of the Merger.

- 43 -

"Starting Price" shall mean the last sale price per share of
Regions Common Stock as reported on the Nasdaq NMS (as reported by
The Wall Street Journal or, if not reported thereby, another
authoritative source as chosen by Regions) on the Starting Date.

If any company belonging to the Index Group or Regions
declares or effects a stock dividend, reclassification, recapitalization,
split-up, combination, exchange of shares, or similar transaction between
the date of this Agreement and the Determination Date, the prices for the
common stock of such company or Regions shall be appropriately adjusted
for the purposes of applying this Section 10.1(g).

10.2 EFFECT OF TERMINATION. In the event of the termination and
abandonment of this Agreement pursuant to Section 10.1 of this Agreement, this
Agreement and the Supplemental Letter shall become void and have no effect,
except that (i) the provisions of this Section 10.2 and Article 11 and Section
8.6(b) of this Agreement shall survive any such termination and abandonment,
and (ii) a termination pursuant to Sections 10.1(b), 10.1(c), or 10.1(f) of
this Agreement shall not relieve the breaching Party from Liability for an
uncured willful breach of a representation, warranty, covenant, or agreement
giving rise to such termination. The Stock Option Agreement shall be governed
by its own terms.

10.3 NON-SURVIVAL OF REPRESENTATIONS AND COVENANTS. The
respective representations, warranties, obligations, covenants, and agreements
of the Parties shall not survive the Effective Time except this Section 10.3
and Articles 2, 3, 4, and 11 and Sections 8.13 and 8.15 of this Agreement.

ARTICLE 11
MISCELLANEOUS

11.1 DEFINITIONS.

(a) Except as otherwise provided herein, the capitalized
terms set forth below shall have the following meanings:

"ABCA" shall mean the Arkansas Business Corporation Act of
1987, Title 4, Chapter 27 of the Arkansas Code of 1987 Annotated, as
amended.

"ACQUISITION PROPOSAL" with respect to a Party shall mean any
tender offer or exchange offer or any proposal for a merger, acquisition
of all of the stock or Assets of, or other business combination involving
such Party or any of its Subsidiaries or the acquisition of a substantial
equity interest in, or a substantial portion of the Assets of, such Party
or any of its Subsidiaries.

"AFFILIATE" of a Person shall mean: (i) any other Person
directly, or indirectly through one or more intermediaries, controlling,
controlled by or under common control

- 44 -

with such Person; (ii) any officer, director, partner, employer, or
direct or indirect beneficial owner of any 10% or greater equity or
voting interest of such Person; or (iii) any other Person for which a
Person described in clause (ii) acts in any such capacity.

"AGREEMENT" shall mean this Agreement and Plan of Merger,
including Exhibit 2 (and excepting the Stock Option Agreement) delivered
pursuant hereto and incorporated herein by reference.

"ARKANSAS ARTICLES OF MERGER" shall mean the Articles of Merger to
be executed by Regions and filed with the Secretary of State of the State
of Arkansas relating to the Merger as contemplated by Section 1.1 of this
Agreement.

"ASSETS" of a Person shall mean all of the assets, properties,
businesses, and rights of such Person of every kind, nature, character,
and description, whether real, personal, or mixed, tangible or
intangible, accrued or contingent, or otherwise relating to or utilized
in such Person's business, directly or indirectly, in whole or in part,
whether or not carried on the books and records of such Person, and
whether or not owned in the name of such Person or any Affiliate of such
Person and wherever located.

"BHC ACT" shall mean the federal Bank Holding Company Act of 1956,
as amended.

"CONFIDENTIALITY AGREEMENTS" shall mean those certain
Confidentiality Agreements, entered into prior to the date of this
Agreement, between FCC and Regions.

"CONSENT" shall mean any consent, approval, authorization,
clearance, exemption, waiver, or similar affirmation by any Person
pursuant to any Contract, Law, Order, or Permit.

"CONTRACT" shall mean any written or oral agreement, arrangement,
authorization, commitment, contract, indenture, instrument, lease,
obligation, plan, practice, restriction, understanding, or undertaking of
any kind or character, or other document to which any Person is a party
or that is binding on any Person or its capital stock, Assets, or
business.

"DEFAULT" shall mean (i) any breach or violation of or default
under any Contract, Order, or Permit, (ii) any occurrence of any event
that with the passage of time or the giving of notice or both would
constitute a breach or violation of or default under any Contract, Order,
or Permit, or (iii) any occurrence of any event that with or without the
passage of time or the giving of notice would give rise to a right to
terminate or revoke, change the current terms of, or renegotiate, or to
accelerate, increase, or impose any Liability under, any Contract, Order,
or Permit, where, in any such event, such Default is reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect on a
Party.

- 45 -

"DELAWARE CERTIFICATE OF MERGER" shall mean the certificate of
merger to be executed by Regions and filed with the Secretary of State of
the State of Delaware, relating to the Merger as contemplated by Section
1.1 of this Agreement.

"DGCL" shall mean the Delaware General Corporation Law.

"ENVIRONMENTAL LAWS" shall mean all Laws relating to pollution or
protection of human health or the environment (including ambient air,
surface water, ground water, land surface, or subsurface strata) and
which are administered, interpreted, or enforced by the United States
Environmental Protection Agency and state and local agencies with
jurisdiction over, and including common law in respect of, pollution or
protection of the environment, including the Comprehensive Environmental
Response Compensation and Liability Act, as amended, 42 U.S.C. 9601 et
seq. ("CERCLA"), the Resource Conservation and Recovery Act, as amended,
42 U.S.C. 6901 et seq. ("RCRA"), and other Laws relating to emissions,
discharges, releases, or threatened releases of any Hazardous Material,
or otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport, or handling of any Hazardous
Material.

"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

"EXHIBITS" 1 and 2, inclusive, shall mean the Exhibits so marked,
copies of which are attached to this Agreement. Such Exhibits are hereby
incorporated by reference herein and made a part hereof, and may be
referred to in this Agreement and any other related instrument or
document without being attached hereto.

"FCC COMMON STOCK" shall mean the $3.00 par value common stock of
FCC.

"FCC COMPANIES" shall mean, collectively, FCC and all FCC
Subsidiaries.

"FCC DISCLOSURE MEMORANDUM" shall mean the written information
entitled "FCC Disclosure Memorandum" delivered prior to the execution of
this Agreement to Regions describing in reasonable detail the matters
contained therein and, with respect to each disclosure made therein,
specifically referencing each Section or subsection of this Agreement
under which such disclosure is being made. Information disclosed with
respect to one Section or subsection shall be deemed to be disclosed for
all purposes hereunder. The inclusion of any matter in this document
shall not be deemed an admission or otherwise to imply that any such
matter is Material for purposes of this Agreement.

"FCC FINANCIAL STATEMENTS" shall mean (i) the consolidated
statements of condition (including related notes and schedules, if any)
of FCC as of September 30, 1997, and as of December 31, 1996 and 1995,
and the related statements of income, changes in stockholders' equity,
and cash flows (including related notes and schedules, if any) for the
nine months ended September 30, 1997, and for each of the three years
ended December 31, 1996, 1995, and 1994, as filed by FCC in SEC
Documents, and (ii) the consolidated

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statements of condition of FCC (including related notes and schedules, if
any) and related statements of income, changes in stockholders' equity,
and cash flows (including related notes and schedules, if any) included
in SEC Documents filed with respect to periods ended subsequent to
September 30, 1997.

"FCC PREFERRED STOCK" shall mean the $1.00 par value preferred
stock of FCC.

"FCC RIGHTS AGREEMENT" shall mean that certain Rights Agreement,
dated September 18, 1990, between FCC and First Commercial Trust Company,
N.A. (as successor to First Commercial Bank, N.A.), as Rights Agent.

"FCC STOCK PLANS" shall mean the existing stock option and other
stock-based compensation plans of FCC.

"FCC SUBSIDIARIES" shall mean the Subsidiaries of FCC, which shall
include the FCC Subsidiaries described in Section 5.4 of this Agreement
and any corporation, bank, savings association, or other organization
acquired as a Subsidiary of FCC in the future and owned by FCC at the
Effective Time.

"GAAP" shall mean generally accepted accounting principles,
consistently applied during the periods involved.

"HAZARDOUS MATERIAL" shall mean (i) any hazardous substance,
hazardous material, hazardous waste, regulated substance, or toxic
substance (as those terms are defined by any applicable Environmental
Laws) and (ii) any chemicals, pollutants, contaminants, petroleum,
petroleum products, or oil (and specifically shall include asbestos
requiring abatement, removal, or encapsulation pursuant to the
requirements of governmental authorities and any polychlorinated
biphenyls).

"HSR ACT" shall mean Section 7A of the Xxxxxxx Act, as added by
Title II of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as
amended, and the rules and regulations promulgated thereunder.

"INTERNAL REVENUE CODE" shall mean the Internal Revenue Code of
1986, as amended, and the rules and regulations promulgated thereunder.

"JOINT PROXY STATEMENT" shall mean the joint proxy statement used
by Regions and FCC to solicit the approval of their respective
stockholders of the transactions contemplated by this Agreement, which
shall include the prospectus of Regions relating to the issuance of the
Regions Common Stock to holders of FCC Common Stock.

"KNOWLEDGE" as used with respect to a Person (including references
to such Person being aware of a particular matter) shall mean the
personal knowledge of the

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chairman, president, chief financial officer, chief accounting officer,
chief credit officer, general counsel, or any executive vice president of
such Person.

"LAW" shall mean any code, law, ordinance, regulation, reporting
or licensing requirement, rule, or statute applicable to a Person or its
Assets, Liabilities, or business, including those promulgated,
interpreted, or enforced by any Regulatory Authority.

"LIABILITY" shall mean any direct or indirect, primary or
secondary, liability, indebtedness, obligation, penalty, cost, or expense
(including costs of investigation, collection, and defense), claim,
deficiency, guaranty, or endorsement of or by any Person (other than
endorsements of notes, bills, checks, and drafts presented for collection
or deposit in the ordinary course of business) of any type, whether
accrued, absolute or contingent, liquidated or unliquidated, matured or
unmatured, or otherwise.

"LIEN" shall mean any conditional sale agreement, default of
title, easement, encroachment, encumbrance, hypothecation, infringement,
lien, mortgage, pledge, reservation, restriction, security interest,
title retention, or other security arrangement, or any adverse right or
interest, charge, or claim of any nature whatsoever of, on, or with
respect to any property or property interest, other than (i) Liens for
property Taxes not yet due and payable, and (ii) for depository
institution Subsidiaries of a Party, pledges to secure deposits, and
other Liens incurred in the ordinary course of the banking business.

"LITIGATION" shall mean any action, arbitration, cause of action,
claim, complaint, criminal prosecution, demand letter, governmental or
other examination or investigation, hearing, inquiry, administrative or
other proceeding, or notice (written or oral) by any Person alleging
potential Liability or requesting information relating to or affecting a
Party, its business, its Assets (including Contracts related to it), or
the transactions contemplated by this Agreement, but shall not include
regular, periodic examinations of depository institutions and their
Affiliates by Regulatory Authorities.

"LOAN PROPERTY" shall mean any property owned, leased, or operated
by the Party in question or by any of its Subsidiaries or in which such
Party or Subsidiary holds a security or other interest (including an
interest in a fiduciary capacity), and, where required by the context,
includes the owner or operator of such property, but only with respect to
such property.

"MATERIAL" for purposes of this Agreement shall be determined in
light of the facts and circumstances of the matter in question; provided
that any specific monetary amount stated in this Agreement shall
determine materiality in that instance.

"MATERIAL ADVERSE EFFECT" on a Party shall mean an event, change,
or occurrence which, individually or together with any other event,
change, or occurrence, has a Material adverse impact on (i) the financial
condition, results of operations, or business of such Party and its
Subsidiaries, taken as a whole, or (ii) the ability of such Party to
perform its obligations under this Agreement or to consummate the Merger
or the other transactions

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contemplated by this Agreement, provided that "Material Adverse Effect"
shall not be deemed to include the impact of (a) changes in banking and
similar Laws of general applicability or interpretations thereof by
courts or governmental authorities, (b) changes in GAAP or regulatory
accounting principles generally applicable to banks and their holding
companies, (c) actions and omissions of a Party (or any of its
Subsidiaries) taken with the prior informed consent of the other Party in
contemplation of the transactions contemplated hereby, and (d) the Merger
and compliance with the provisions of this Agreement on the operating
performance of the Parties.

"NASD" shall mean the National Association of Securities Dealers,
Inc.

"NASDAQ NMS" shall mean the National Market System of The Nasdaq
Stock Market.

"1933 ACT" shall mean the Securities Act of 1933, as amended.

"1934 ACT" shall mean the Securities Exchange Act of 1934, as
amended.

"ORDER" shall mean any administrative decision or award, decree,
injunction, judgment, order, quasi-judicial decision or award, ruling, or
writ of any federal, state, local, or foreign or other court, arbitrator,
mediator, tribunal, administrative agency, or Regulatory Authority.

"PARTICIPATION FACILITY" shall mean any facility or property in
which the Party in question or any of its Subsidiaries participates in
the management (including, but not limited to, participating in a
fiduciary capacity) and, where required by the context, said term means
the owner or operator of such facility or property, but only with respect
to such facility or property.

"PARTY" shall mean either FCC or Regions, and "PARTIES" shall mean
both FCC and Regions.

"PERMIT" shall mean any federal, state, local, and foreign
governmental approval, authorization, certificate, easement, filing,
franchise, license, notice, permit, or right to which any Person is a
party or that is or may be binding upon or inure to the benefit of any
Person or its securities, Assets, or business.

"PERSON" shall mean a natural person or any legal, commercial, or
governmental entity, such as, but not limited to, a corporation, general
partnership, joint venture, limited partnership, limited liability
company, trust, business association, group acting in concert, or any
person acting in a representative capacity.

"PREFERRED STOCK PURCHASE RIGHTS" shall mean the preferred stock
purchase rights issued pursuant to the FCC Rights Agreement.

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"XXXXXXX XXXXXX XXXXX" shall mean the $.625 par value common stock
of Regions.

"REGIONS COMPANIES" shall mean, collectively, Regions and all
Regions Subsidiaries.

"REGIONS FINANCIAL STATEMENTS" shall mean (i) the consolidated
statements of condition (including related notes and schedules, if any)
of Regions as of September 30, 1997, and as of December 31, 1996 and
1995, and the related statements of income, changes in stockholders'
equity, and cash flows (including related notes and schedules, if any)
for the nine months ended September 30, 1997, and for each of the three
years ended December 31, 1996, 1995, and 1994, as filed by Regions in SEC
Documents, and (ii) the consolidated statements of condition of Regions
(including related notes and schedules, if any) and related statements of
income, changes in stockholders' equity, and cash flows (including
related notes and schedules, if any) included in SEC Documents filed with
respect to periods ended subsequent to September 30, 1997.

"REGIONS SUBSIDIARIES" shall mean the Subsidiaries of Regions and
any corporation, bank, savings association, or other organization
acquired as a Subsidiary of Regions in the future and owned by Regions at
the Effective Time.

"REGISTRATION STATEMENT" shall mean the Registration Statement on
Form S-4, or other appropriate form, including any pre-effective or
post-effective amendments or supplements thereto, filed with the SEC by
Regions under the 1933 Act with respect to the shares of Regions Common
Stock to be issued to the stockholders of FCC in connection with the
transactions contemplated by this Agreement.

"REGULATORY AUTHORITIES" shall mean, collectively, the Federal
Trade Commission, the United States Department of Justice, the Board of
the Governors of the Federal Reserve System, the Office of the
Comptroller of the Currency, the Federal Deposit Insurance Corporation,
the Office of Thrift Supervision, all state regulatory agencies having
jurisdiction over the Parties and their respective Subsidiaries, the
NASD, and the SEC.

"REPRESENTATIVE" shall mean any investment banker, financial
advisor, attorney, accountant, consultant, or other representative of a
Person.

"RIGHTS" shall mean all arrangements, calls, commitments,
Contracts, options, rights to subscribe to, scrip, understandings,
warrants, or other binding obligations of any character whatsoever
relating to, or securities or rights convertible into or exchangeable
for, shares of the capital stock of a Person or by which a Person is or
may be bound to issue additional shares of its capital stock or other
Rights.

"SEC" shall mean the United States Securities and Exchange
Commission.

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"SEC DOCUMENTS" shall mean all forms, proxy statements,
registration statements, reports, schedules, and other documents filed,
or required to be filed, by a Party or any of its Subsidiaries with any
Regulatory Authority pursuant to the Securities Laws.

"SECURITIES LAWS" shall mean the 1933 Act, the 1934 Act, the
Investment Company Act of 1940, as amended, the Investment Advisors Act
of 1940, as amended, the Trust Indenture Act of 1939, as amended, and the
rules and regulations of any Regulatory Authority promulgated thereunder.

"STOCK OPTION AGREEMENT" shall mean the stock option agreement by
and between FCC and Regions, in substantially the form of Exhibit 1.

"STOCKHOLDERS' MEETINGS" shall mean the respective meetings of the
stockholders of Regions and FCC to be held pursuant to Section 8.1 of
this Agreement, including any adjournment or adjournments thereof.

"SUBSIDIARIES" shall mean all those corporations, banks,
associations, or other entities of which the entity in question owns or
controls 50% or more of the outstanding equity securities either directly
or through an unbroken chain of entities as to each of which 50% or more
of the outstanding equity securities is owned directly or indirectly by
its parent; provided, there shall not be included any such entity
acquired through foreclosure or any such entity the equity securities of
which are owned or controlled in a fiduciary capacity.

"SUPPLEMENTAL LETTER" shall mean the supplemental letter of even
date herewith between the Parties relating to certain understandings and
agreements in addition to those included in this Agreement.

"SURVIVING CORPORATION" shall mean Regions as the surviving
corporation resulting from the Merger.

"TAX" OR "TAXES" shall mean all federal, state, local, and foreign
taxes, charges, fees, levies, imposts, duties, or other assessments,
including income, gross receipts, excise, employment, sales, use,
transfer, license, payroll, franchise, severance, stamp, occupation,
windfall profits, environmental, federal highway use, commercial rent,
customs duties, capital stock, paid-up capital, profits, withholding,
Social Security, single business and unemployment, disability, real
property, personal property, registration, ad valorem, value added,
alternative or add-on minimum, estimated, or other tax or governmental
fee of any kind whatsoever, imposed or required to be withheld by the
United States or any state, local, or foreign government or subdivision
or agency thereof, including any interest, penalties, or additions
thereto.

"TAXABLE PERIOD" shall mean any period prescribed by any
governmental authority, including the United States or any state, local,
or foreign government or subdivision or agency thereof for which a Tax
Return is required to be filed or Tax is required to be paid.

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"TAX RETURN" shall mean any report, return, information
return, or other information required to be supplied to a taxing
authority in connection with Taxes, including any return of an affiliated
or combined or unitary group that includes a Party or its Subsidiaries.

(b) The terms set forth below shall have the meanings
ascribed thereto in the referenced sections:

Average Closing Price Section 10.1(g)
Claim Section 8.15(a)
Closing Section 1.2
Covered Party Section 8.15(b)
Determination Date Section 10.1(g)
Effective Time Section 1.3
Exchange Agent Section 4.1
Exchange Ratio Section 3.1(b)
FCC Benefit Plans Section 5.13(a)
FCC Contracts Section 5.14
FCC ERISA Affiliate Section 5.13(e)
FCC ERISA Plan Section 5.13(a)
FCC Rights Section 3.6(a)
FCC Pension Plan Section 5.13(a)
FCC SEC Reports Section 5.5(a)
Indemnified Party Section 8.15
Index Group Section 10.1(g)
Index Price Section 10.1(g)
Index Ratio Section 10.1(g)
KW Section 7.2(f)
KW Agreement Section 7.2(f)
Merger Section 1.1
Regions ERISA Affiliate Section 6.17
Regions Ratio Section 10.1(g)
Regions SEC Reports Section 6.5(a)
Starting Date Section 10.1(g)
Starting Price Section 10.1(g)
Takeover Laws Section 5.19
Tax Opinion Section 9.1(g)

(c) Any singular term in this Agreement shall be deemed
to include the plural, and any plural term the singular. Whenever the words
"include," "includes," or "including" are used in this Agreement, they shall be
deemed followed by the words "without limitation."

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11.2 EXPENSES.

(a) Except as otherwise provided in this Section 11.2,
each of the Parties shall bear and pay all direct costs and expenses incurred
by it or on its behalf in connection with the transactions contemplated
hereunder, including filing, registration, and application fees, printing fees,
and fees and expenses of its own financial or other consultants, investment
bankers, accountants, and counsel, except that each of the Parties shall bear
and pay one-half of the printing costs incurred in connection with the printing
of the Registration Statement and the Joint Proxy Statement.

(b) Nothing contained in this Section 11.2 shall
constitute or shall be deemed to constitute liquidated damages for the willful
breach by a Party of the terms of this Agreement or otherwise limit the rights
of the nonbreaching Party.

11.3 BROKERS AND FINDERS. Except for Xxxxx, Xxxxxxxx & Xxxxx,
Inc. as to FCC and except for X. X. Xxxxxx Securities, Inc. as to Regions, each
of the Parties represents and warrants that neither it nor any of its officers,
directors, employees, or Affiliates has employed any broker or finder or
incurred any Liability for any financial advisory fees, investment bankers'
fees, brokerage fees, commissions, or finders' fees in connection with this
Agreement or the transactions contemplated hereby. In the event of a claim by
any broker or finder based upon his, her, or its representing or being retained
by or allegedly representing or being retained by FCC or Regions, each of FCC
and Regions, as the case may be, agrees to indemnify and hold the other Party
harmless of and from any Liability in respect of any such claim.

11.4 ENTIRE AGREEMENT. Except as otherwise expressly provided
herein, this Agreement (including the documents and instruments referred to
herein) constitutes the entire agreement between the Parties with respect to
the transactions contemplated hereunder and supersedes all prior arrangements
or understandings with respect thereto, written or oral (including any
provision of the Confidentiality Agreements which would act to preclude Regions
(or any Holder as defined in the Stock Option Agreement from exercising its
rights under the Stock Option Agreement) to the extent that the Stock Option
Agreement is in force and effect, but excluding the Supplemental Letter).
Nothing in this Agreement expressed or implied, is intended to confer upon any
Person, other than the Parties or their respective successors, any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
other than as provided in Sections 8.13 and 8.15 of this Agreement.

11.5 AMENDMENTS. To the extent permitted by Law, this Agreement
may be amended by a subsequent writing signed by each of the Parties upon the
approval of the Boards of Directors of each of the Parties, whether before or
after stockholder approval of this Agreement has been obtained; provided, that
the provisions of this Agreement relating to the manner or basis in which
shares of FCC Common Stock will be exchanged for Regions Common Stock shall not
be amended (except in accordance with Section 10.1(g) of this Agreement) after
the Stockholders' Meetings without the requisite approval of the holders of the
issued and outstanding shares of Regions Common Stock and FCC Common Stock, as
the case may be, entitled to vote thereon.

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11.6 WAIVERS.

(a) Prior to or at the Effective Time, Regions, acting
through its Board of Directors, chief executive officer, chief financial
officer, or other authorized officer, shall have the right to waive any Default
in the performance of any term of this Agreement by FCC, to waive or extend the
time for the compliance or fulfillment by FCC of any and all of its obligations
under this Agreement, and to waive any or all of the conditions precedent to
the obligations of Regions under this Agreement, except any condition which, if
not satisfied, would result in the violation of any Law. No such waiver shall
be effective unless in writing signed by a duly authorized officer of Regions.

(b) Prior to or at the Effective Time, FCC, acting
through its Board of Directors, chief executive officer, chief financial
officer, or other authorized officer, shall have the right to waive any Default
in the performance of any term of this Agreement by Regions, to waive or extend
the time for the compliance or fulfillment by Regions of any and all of its
obligations under this Agreement, and to waive any or all of the conditions
precedent to the obligations of FCC under this Agreement, except any condition
which, if not satisfied, would result in the violation of any Law. No such
waiver shall be effective unless in writing signed by a duly authorized officer
of FCC.

(c) The failure of any Party at any time or times to
require performance of any provision hereof shall in no manner affect the right
of such Party at a later time to enforce the same or any other provision of
this Agreement. No waiver of any condition or of the breach of any term
contained in this Agreement in one or more instances shall be deemed to be or
construed as a further or continuing waiver of such condition or breach or a
waiver of any other condition or of the breach of any other term of this
Agreement.

11.7 ASSIGNMENT. Except as expressly contemplated hereby,
neither this Agreement nor any of the rights, interests, or obligations
hereunder shall be assigned by any Party hereto (whether by operation of Law or
otherwise) without the prior written consent of the other Party. Subject to
the preceding sentence, this Agreement will be binding upon, inure to the
benefit of, and be enforceable by the Parties and their respective successors
and assigns.

11.8 NOTICES. All notices or other communications which are
required or permitted hereunder shall be in writing and sufficient if delivered
by hand, by facsimile transmission, by registered or certified mail, postage
pre-paid, or by courier or overnight carrier, to the persons at the addresses
set forth below (or at such other address as may be provided hereunder), and
shall be deemed to have been delivered as of the date so delivered:

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FCC: First Commercial Corporation
000 Xxxx Xxxxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Telecopy Number: (000) 000-0000
Attention: C. Xxxxxxx Xxxxx
Chairman, President, and
Chief Executive Officer

Copy to Counsel: Xxxxxx & Xxxxxx
000 Xxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Telecopy Number: (000) 000-0000

Attention: Xxxxxx Xxxxxx

Regions: Regions Financial Corporation
000 X. 00xx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Telecopy Number: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxx
Vice Chairman and Executive
Financial Officer

Copy to Counsel: Regions Financial Corporation
000 X. 00xx Xxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Telecopy Number: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxxx, Xx.
General Counsel

11.9 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the Laws of the State of Delaware, without regard
to any applicable conflicts of Laws, except to the extent that the Laws of the
State of Arkansas relate to the consummation of the Merger.

11.10 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

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11.11 CAPTIONS. The captions contained in this Agreement are for
reference purposes only and are not part of this Agreement.

11.12 INTERPRETATIONS. Neither this Agreement nor any uncertainty
or ambiguity herein shall be construed or resolved against any Party, whether
under any rule of construction or otherwise. No Party to this Agreement shall
be considered the draftsman. The Parties acknowledge and agree that this
Agreement has been reviewed, negotiated, and accepted by all Parties and their
attorneys and shall be construed and interpreted according to the ordinary
meaning of the words used so as fairly to accomplish the purposes and
intentions of the Parties.

11.13 ENFORCEMENT OF AGREEMENT. The Parties hereto agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement was not performed in accordance with its specific terms or was
otherwise breached. It is accordingly agreed that the Parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions hereof in any court of the
United States or any state having jurisdiction, this being in addition to any
other remedy to which they are entitled at law or in equity.

11.14 SEVERABILITY. Any term or provision of this Agreement which
is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of
this Agreement is so broad as to be unenforceable, the provision shall be
interpreted to be only so broad as is enforceable.

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IN WITNESS WHEREOF, each of the Parties has caused this Agreement
to be executed on its behalf and its corporate seal to be hereunto affixed and
attested by officers thereunto as of the day and year first above written.

ATTEST: FIRST COMMERCIAL CORPORATION

By: /s/ Xxxxx Xxxxxx By: /s/ C. Xxxxxxx Xxxxx
------------------------------------------- ---------------------------------------------
Xxxxx Xxxxxx C. Xxxxxxx Xxxxx
Secretary Chairman, President, and Chief
Executive Officer

[CORPORATE SEAL]

ATTEST: REGIONS FINANCIAL CORPORATION

By: /s/ Xxxxxx X. Xxxxxxxx, Xx. By: /s/ Xxxx X. Xxxxx, Xx.
------------------------------------------ ----------------------------------------------
Xxxxxx X. Xxxxxxxx, Xx. Xxxx X. Xxxxx, Xx.
Corporate Secretary President and Chief Executive Officer

[CORPORATE SEAL]

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FINAL AGREEMENT AND PLAN OF MERGER BY AND BETWEEN FIRST COMMERCIAL CORPORATION

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