Filed by Union Planters 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)

                             [Union Planters Logo]

                           Investor Relations Contact:

                           Union Planters Corp.:
                           Richard Trigger

                           Media Relations Contact:

                           Union Planters Corp.:
                           Victor Rocha

March 17, 2004


I am pleased to tell you about some positive news regarding credit ratings for
Regions and Union Planters. Earlier this month, several representatives from
both companies visited with Standard & Poor's (S&P) to discuss our credit
ratings. S&P reaffirmed its ratings on Regions and Union Planters, which
included both companies' subsidiaries. S&P also reported the ratings on
Union Planters remain on CreditWatch with positive implications. (click here to
read the S&P report)

I want you to know that I understand this time of transition can be both
exciting and slightly unsettling. I'm very enthusiastic about the new company we
are building with our partners at Regions. But, as with all quality
construction, this new house can't be put together without a great deal of
planning and careful work. Our new house will not only be bigger, but it will
also be built on a solid foundation comprised of associates from both companies
who are the "best of the best" in every way. As I told you earlier when the
partnership was announced, all of our decisions on constructing this new house
will be made in a thoughtful, intelligent manner. This process takes time, and I
feel certain the finished product will be positive for you, our shareholders and

Our HELOC campaign is still running strong, and it will continue until the end
of April. As I said in my last update to you, our HELOC is a perfect example of
a product you can use to deepen relationships with customers. The cross-sell
opportunities are there, and my challenge to you is to stay focused on
identifying them each time you interact with our customers.

Congratulations to these regions for leading the company in HELOC production. As
of March 6, 2004, these regions are our top 10 performers for the HELOC
campaign: Middle Tennessee, Tri-State, West Tennessee, Miami Dade Bank, Greater
Mississippi, East Tennessee, Belleville Metro, Broward/Palm Beach Bank, Indiana
Community Banks and North Mississippi. HELOC production is a key part of our
growth plan for the year, and the campaign is expected to drive about 40% of our
annual growth in this product. So keep up the good work!

The Integration Team met Friday, March 12, for the first time. On Thursday,
March 18, the Transition Leadership Team is scheduled to conduct its first
meeting. Decisions on a variety of topics should be announced soon after both
teams meet and thoughtfully discuss these topics. I will share these decisions
with you as soon as possible. I continue to be pleased with the leadership being
exhibited, the disciplines we are following and the pace of our efforts. I
appreciate all of you who are working so hard to make this merger go smoothly.

Let's stay focused on one of our most important assets: our customers. Continue
working with the goal of being customers' number one choice for finding
solutions to their financial services needs. I appreciate all you do for
customers and your continued hard work in helping us go and grow.


Union Planters Corporation has filed a preliminary joint proxy
statement/prospectus with the Securities and Exchange Commission containing a
preliminary joint proxy statement/prospectus regarding the proposed merger.
Shareholders are urged to read the definitive joint proxy statement/prospectus
when it becomes available, because it will contain important information.
Shareholders will be able to obtain a free copy of the definitive joint proxy
statement/prospectus, as well as other filings containing information about
Regions Financial Corporation and Union Planters Corporation, without charge, at
the SEC's Internet site ( Copies of the definitive joint
proxy statement/prospectus and the filings with the SEC that will be
incorporated by reference in the definitive joint proxy statement/prospectus can
also be obtained, without charge, by directing a request to Regions Financial
Corporation, 417 North 20th Street, Birmingham, Alabama 35203, Attention:
Jenifer M. Goforth, Director of Investor Relations, 205-244-2823, or to Union
Planters Corporation, 6200 Poplar Avenue, Memphis, Tennessee 38119, Attention:
Richard W. Trigger, Director of Investor Relations, 901-580-5977. The respective
directors and executive officers of Regions Financial Corporation and Union
Planters Corporation and other persons may be deemed to be participants in the
solicitation of proxies in respect of the proposed merger. Information regarding
Regions Financial Corporation's and Union Planters Corporation's directors and
executive officers and a description of their direct and indirect interests, by
security holdings or otherwise, is available in their respective preliminary
joint proxy statement/prospectus filed with the SEC on February 27, 2004.