AmSouth - Regions Financial (M&A)

AmSouth Bancorporation (ASO) -
Regions Financial Corp. (RF)
$10.3B Stock Merger

Summary

Merger of two Alabama-based banking companies

Creates a top ten US bank with a $26B market cap

Deal has been long rumored, because of geographic overlap

Both companies are headquartered in Birmingham AL

Deal terms

Fixed exchange ratio: 0.7974 RF share per ASO share
62% Regions, 38% AmSouth pro forma ownership
Keeps Regions Financial name
Direct merger of Amsouth into Regions

Post-merger corporate governance

Regions CEO to be Chairman; AmSouth CEO to be CEO
12 Regions directors ; 9 AmSouth directors
Protected by supermajority by-law provisions

Announced 5.25.06

Developments

Closed 10.03.06

Advisors

Financial

RF: Merrill / Morgan Keegan
ASO: Goldman

Legal

RF: Wachtell Lipton
ASO: Sullivan & Cromwell

Merger Agreement Hyperlinked

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I Merger

1.1 Merger
1.2 Time and Place of Closing
1.3 Effective Time
1.4 Conversion of AmSouth Common Stock
1.5 Effects on Common Stock
1.6 AmSouth Stock Options - Other Equity-Based Awards
1.7 Certificate of Incorporation and Bylaws
1.8 Effects of the Merger
1.9 Headquarters

Article II Exchange of Shares

2.1 Exchange Procedures
2.2 Rights of Holders

Article III Reps

3.1 Disclosure Letters
3.2 Standards
3.3 Representations and Warranties of the Parties

(a) Organization, Standing, and Power; Subsidiaries
(b) Authority; No Breach of Agreement
(c) Capital Stock
(d) SEC Filings; Financial Statements
(e) Absence of Certain Changes or Events
(f) Tax Matters
(g) Certain Actions
(h) Environmental Matters
(i) Compliance with Permits, Laws and Orders
(j) Labor Relations
(k) Employee Compensation and Benefit Plans
(l) Material Contracts
(m) Legal Proceedings
(n) Reports
(o) Intellectual Property
(p) State Takeover Laws
(q) Brokers and Finders
(r) Fairness Opinion
(s) Insurance

Article IV Covenants and Additional Agreements

4.1 Conduct of Business Prior to Effective Time
4.2 Forbearances
4.3 Dividends

4.4 Reasonable Best Efforts
4.5 Stockholders Approvals
4.6 Registration Statement; Joint Proxy Statement; Listing

4.7 Applications and Consents
4.8 Notification of Certain Matters
4.9 Investigation and Confidentiality

4.10 Press Releases; Publicity
4.11 Acquisition Proposals
4.12 Takeover Laws; No Rights Triggered
4.13 Exemption from Liability Under Section 16(b)
4.14 Agreement of Affiliates
4.15 Employee Benefits and Contracts

4.16 Indemnification
4.17 Corporate Governance
4.18 Change of Method
4.19 Restructuring Efforts

Article V Closing Conditions

5.1 Each Party
5.2 Regions
5.3 AmSouth

Article VI Termination

6.1 Termination
6.2 Effect of Termination

Article VII Miscellaneous

7.1 Definitions
7.2 Non-Survival of Representations and Covenants
7.3 Expenses
7.4 Entire Agreement
7.5 Amendments
7.6 Waivers
7.7 Assignment
7.8 Notices
7.9 Governing Law
7.10 Counterparts
7.11 Captions
7.12 Interpretations
7.13 Severability
7.14 Waiver of Jury Trial

Other Agreements

Stock option agreement (RF)

Stock option agreement (ASO)

ASO CEO waiver

Rights plan amendment

Proxy Solicitation

Shareholder meetings scheduled for 10.03.06

Proxy statements

Dunning letter 9.14.06
Notice of effectiveness 8.17.06
Amendment #1 8.17.06

Table of contents

Form S-4 7.12.06

Table of contents

Deal Protection

Reciprocal 19.9% stock option agreements

No shop covenant

Regulatory Approvals

Federal Reserve and others

Branch divestitures required
Proxy statement disclosure

Fairness Opinion

Merrill Lynch Regions

Proxy statement disclosure

Goldman Sachs AmSouth

Proxy statement disclosure

Tax Matters

Proxy statement disclosure

Tax consequences

Direct merger of Amsouth into Regions

Shareholder Litigation

Disclosure

Proxy statement disclosure

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