Correction: Fitch Affirms Regions; Places AmSouth on Rating Watch Positive.

CHICAGO -- (This is a correction for a release issued yesterday. AmSouth Bank's support rating is '4', not '5', and ASO's short-term and support ratings are not being placed on Rating Watch Positive.)

Fitch Ratings has affirmed all ratings for Birmingham, AL-based Regions Financial Corp ((RF) rated 'A+/F1' by Fitch) following its announced plans to acquire Birmingham-based AmSouth Bancorporation ((ASO) rated 'A-/F1' by Fitch). At the same time, Fitch placed the long-term debt, Issuer Default Ratings (IDRs) and Individual ratings of ASO, and all ratings for AmSouth Bank on Rating Watch Positive. Fitch anticipates that ASO's ratings will be upgraded to be aligned with RF's current ratings upon consummation of the transaction. A complete listing of ratings is provided at the end of this release.

The deal is a 100% stock transaction in which ASO shareholders will receive 0.7974 shares of RF for one ASO share. The combined market capitalization will be $27 billion. The company will retain the RF name and remain headquartered in Birmingham. RF's current Chairman, President and Chief Executive Officer, Jackson Moore, will become Chairman while ASO's Chairman, President, and Chief Executive Officer, C. Dowd Ritter, will be named President and Chief Executive Officer. The merger is currently anticipated to close in the fourth quarter of 2006 pending the necessary shareholder and regulatory approvals.

This transaction will create the 10th largest commercial banking company in the U.S. with consolidated assets of more than $135 billion (as of March 31, 2006). It will serve over five million households through more than 2,000 branches and 2,800 ATMs spread throughout the Southeast. The deal enhances the density of the combined entity's geographic footprint in Florida, Tennessee and Alabama in particular. The new organization would garner the leading deposit market share in 10 of its top 25 markets. From a portfolio mix perspective, the consumer loan book will become a larger part of the loan portfolio. Both institutions possess sound asset quality. Given the all stock nature of the deal, capital levels are expected to remain relatively sound, with tangible equity falling to just above 6% of tangible assets on a consolidated basis upon completion. Fitch expects TCE/TA in the low 6% will be an ongoing run rate. The combined company will also remain primarily core funded with deposits representing about 71% of total assets.

Fitch views this transaction favorably in terms of strategic rationale on the part of both companies. The overlap in markets creates some opportunities for cost savings. These are currently estimated at $400 million pre-tax on an annual basis, approximately 10% of the combined expense base. Restructuring charges will be approximately $700 million pretax. While no revenue synergies are assumed in this transaction, the combined entity will be able to operate such businesses as broker Morgan Keegan and mortgage banking across a larger target market. Although the merger involves significant integration risks, the overlapping geographic footprints help in this regard. Importantly, RF has demonstrated sound integration capabilities with the acquisition of Union Planters Corporation and managers overseeing this process remain with the company.

Ratings affirmed with a Stable Outlook include the following:

Regions Financial Corporation

-- Issuer default rating (IDR), 'A+';

-- Long-term debt, 'A+';

-- Subordinated debt, 'A';

-- Short-term debt, 'F1';

-- Individual, 'A/B';

-- Support, '5'.

Regions Bank

-- Issuer default rating (IDR), 'A+';

-- Long-term deposits, 'AA-';

-- Long-term debt, 'A+';

-- Short-term deposits, 'F1+';

-- Short-term debt, 'F1+';

-- Individual, 'A/B';

-- Support, '4'.

Union Planters Capital Trust I

-- Preferred stock, 'A'.

Union Planters Corporation

-- Senior debt, 'A+';

-- Subordinated debt, 'A'.

Union Planters Bank, N.A.

-- Senior debt, 'A+';

-- Subordinated debt, 'A'.

AmSouth Bancorporation

-- Short-term, 'F1';

-- Support, '5'.

AmSouth Bank

-- Support, '4'.

Ratings placed on Rating Watch Positive:

AmSouth Bancorporation

-- Issuer Default Rating (IDR), 'A-';

-- Subordinated debt, 'BBB+';

-- Individual, 'B'.

AmSouth Bank

-- Issuer Default Rating (IDR), 'A-;

-- Long-term deposits, 'A';

-- Long-Term debt, 'A-';

-- Subordinated debt, 'BBB+';

-- Short-term deposits, 'F1';

-- Short-term debt, 'F1';

-- Individual, 'B'.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site.