Filed by Regions Financial Corporation
                       Pursuant to Rule 425 under the Securities Act of 1933 and
     deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934

     Subject Companies: Union Planters Corporation (Commission File No. 1-10160)
                      Regions Financial Corporation (Commission File No. 0-6159)

                       [Regions Logo][Union Planters Logo]

INVESTOR RELATIONS CONTACT:         Jenifer M. Goforth

MEDIA RELATIONS CONTACT:            Kristi Lamont Ellis

FEBRUARY 23, 2004


BIRMINGHAM, ALA. - Regions Financial Corp. (NYSE: RF) and Union Planters Corp.
(NYSE: UPC) have organized the top management structure of the new financial
powerhouse created by the merger between the two, assigning geographical
responsibilities to regional bank presidents and naming senior managers to other

"Deciding who will lead one of the top 15 bank holding companies in the United
States was not a process we entered into lightly," said Regions Chairman and CEO
Carl E. Jones Jr. "We balanced our associates' understandable desire to know
something as soon as possible with a careful and deliberate approach to
positioning ourselves for future stability and growth.

"Our decisions were made both easier and more difficult by the fact that our two
companies share such a strong talent pool," Jones said, referring to current
Union Planters CEO Jackson W. Moore, who is both president and CEO-designate of
the new company. Moore is also slated to become chairman of the new company upon
Jones' planned retirement from that role in June 2006.

"We congratulate our new team, and would like to invite all associates of both
companies and their peers in the industry to join us in congratulating and
supporting them," Jones said.

Moore will oversee the consolidated banking operations and major banking product
lines, and will have the combined company's six regional bank presidents
reporting to him: John I. "Jack" Fleischauer, president-Western Region (Arkansas
[excluding the greater West Memphis market area], Texas and Louisiana); Adolfo
Henriques, president-Southern Region (Central and Southeastern Florida,
international banking and emerging markets); Peter D. Miller, president-Eastern
Region (East Tennessee, Georgia, North Carolina and South Carolina); Steven
Schenck, president-Mid-West Region (Western Kentucky, Missouri, Indiana,
Illinois, Iowa); Samuel E. Upchurch Jr., president-South Central Region (Alabama
and the Florida Panhandle); and John White Jr., president-Mid-

South Region (Middle and West Tennessee [including the greater Memphis market
area] and Mississippi).

Also reporting to Moore will be Doyle R. Rippee, William E. Askew and Lynn
Harton. Rippee will head the company's corporate banking efforts and Askew its
retail banking area. Harton will serve as the company's chief credit officer.

Other key positions determined were John Daniel, head of human resources; David
C. Gordon, head of operations; John Dick, information officer; J.R. Eldridge,
head of risk management; Alan Deer, general counsel; Dale Calvin, head of
management consulting; and Paul Crawford, head of Interstate Billing.

Morgan Keegan will continue to report to its CEO, G. Douglas Edwards, and Allen
B. Morgan Jr. remains chairman of Morgan Keegan and vice chairman of Regions. As
stated in a previous release, Robert A. Goethe will head the new company's
mortgage banking line of business; reporting to him will be E. Todd Chamberlain
as head of mortgage sales/operations, Morgan McCarty as head of mortgage
servicing/portfolio, Jeffrey G. Tennyson as CEO of EquiFirst; and Tom Holland,
Regions Funding.

Other senior-level positions filled are Ronald C. Jackson, controller; Jenifer
M. Goforth, director-investor relations; Eric Haas, treasurer; Linda de la Cruz,
head of financial projects and transition; Richard W. Trigger, head of
management reporting, planning and analysis; James Ahern, head of corporate tax;
and Charles E. Rasor, head of corporate services.

As previously released in the original Jan. 23 announcement of the definitive
merger agreement, Richard D. "Rick" Horsley, Regions vice chairman and chief
operating officer, and Bobby L. Doxey, Union Planners senior executive
president, are co-leaders of the merger transition team. Horsley, Doxey and
Chief Financial Officer D. Bryan Jordan are all part of the new company's
executive management team, as are Moore, Morgan and Goethe. These individuals
will report directly to the CEO. In addition, E.C. "Cris" Stone, executive vice
president-loan risk management and credit policy, will also report to Jones.


Regions, headquartered in Birmingham, Ala., is a full-service provider of
banking, securities brokerage, mortgage and insurance products and services. As
of Dec. 31, 2003, Regions had $48.6 billion in assets and shareholders' equity
of $4.5 billion. Its banking subsidiary, Regions Bank, operates more than 680
offices across a nine-state geographic footprint in the South and Texas. Its
securities brokerage subsidiary, Morgan Keegan, provides investment and
brokerage services from more than 140 offices. Additional information about
Regions, which is a member of both the Forbes and Fortune 500, can be found at


Union Planters Corporation, Memphis, Tenn., with total assets of $31.9 billion
at Dec. 31, 2003, is the largest bank holding company in Tennessee and among the
25 largest bank holding companies in the United States. Union Planters Bank,
National Association, the principal banking subsidiary, was founded in 1869 and
operates branches in 12 states: Alabama, Arkansas, Florida, Illinois, Indiana,
Iowa, Kentucky, Louisiana, Mississippi, Missouri, Tennessee and Texas. Union
Planters offers a full range of commercial and consumer financial solutions
through a network of 717 banking offices, 925 ATMs and the resources of
specialized business units.

Statements made in this news release and in oral statements by the management of
Regions and Union Planters, other than those containing historical information,
are forward-looking statements made pursuant to the safe-harbor provisions of
the Private Securities Litigation Reform Act of 1995. Such statements include,
but are not limited to, statements about the benefits of the merger between
Regions and Union Planters, including future financial and operating results,
Regions' and Union Planters' plans, objectives, expectations and intentions.
Such statements involve risks and uncertainties that may cause results to differ
materially from those set forth in these statements.

The following factors, among others, could cause actual results to differ
materially from those set forth in the forward-looking statements: the ability
to obtain governmental approvals of the merger on the proposed terms and
schedule; the failure of Regions or Union Planters stockholders to approve the
merger; the risk that Regions and Union Planters may not have the ability to
effect the proposed merger; the risk that the businesses will not be integrated
successfully, including integration of information systems and retention of key
personnel; the risk that the cost savings and any revenue synergies from the
merger may not be fully realized or may take longer to realize than expected;
disruption from the merger making it more difficult to maintain relationships
with clients, employees or suppliers; increased competition and its effect on
pricing, spending, third-party relationships and revenues; the risk of new and
changing regulation in the United States and internationally. Additional factors
that could cause Regions' and Union Planters' results to differ materially from
those described in the forward-looking statements can be found in the 2002
annual reports on Forms 10-K of Regions and Union Planters, and in the quarterly
reports on Forms 10-Q of Regions and Union Planters, filed with the Securities
and Exchange Commission and available at the Securities and Exchange
Commission's Internet site

Regions and Union Planters undertake no obligation to update these
forward-looking statements to reflect events or circumstances that occur after
the date on which such statements were made.

IMPORTANT INFORMATION. Stockholders will be able to obtain a free copy of the
joint proxy statement/prospectus, as well as other filings containing
information about Regions and Union Planters, without charge, at the Securities
and Exchange Commission's Internet site Copies of the joint proxy
statement/prospectus and the filings with the

Securities and Exchange Commission that will be incorporated by reference in the
joint proxy statement/prospectus can also be obtained, without charge, by
directing a request to Jenifer M. Goforth, Regions Financial Corporation, P. O.
Box 10247, Birmingham, AL 35202-0247, telephone: 205/244-2823 or to Richard W.
Trigger, Union Planters Corporation, 6200 Poplar Ave., Memphis, TN 38119,
telephone: 901/580-5977. The respective directors and executive officers of
Regions and Union Planters and other persons may be deemed to be participants in
the solicitation of proxies in respect of the proposed merger. Information
regarding Regions' directors and executive officers is available in its proxy
statement filed with the Securities and Exchange Commission by Regions on April
16, 2003, and information regarding Union Planters' directors and executive
officers is available in its proxy statement filed with the Securities and
Exchange Commission by Union Planters on March 7, 2003. Other information
regarding the participants in the proxy solicitation and a description of their
direct and indirect interest, by security holdings or otherwise, will be
contained in the joint proxy statement/prospectus and other relevant materials
to be filed with the Securities and Exchange Commission when they become

                                      # # #