DAVID W. SMITH Assistant Vice President

1000 Peachtree Street, N.E. Atlanta, Georgia 30309-4470 404.498.7228 fax 404.498.7302 david.smith@atl.frb.org

June 13, 2002

Ms. Virginia L. Martin
Assistant General Counsel
Regions Financial Corp.
Post Office Box 10247
Birmingham, Alabama 35202

Dear Ms. Martin:

This is in reference to the applications by Regions Bank, Birmingham, Alabama (Bank), to establish branch offices located at 1544 Piedmont Road, Suite 215, Atlanta, Georgia, and 1745 Peachtree Road, Suite D, Atlanta, Georgia, pursuant to section 9 of the Federal Reserve Act.

The Board of Governors of the Federal Reserve System has amended the procedures for establishing a branch, which, based upon certain criteria, allow a state member bank to open a branch three to five business days after the expiration of a one-time, 15-day newspaper comment period unless notified to the contrary by the Reserve Bank. Criteria for these procedures include a satisfactory financial condition, an adequate capital level in relation to assets, a satisfactory record of performance under the Community Reinvestment Act, satisfactory compliance with laws and regulations, compliance with any supervisory directives, and require that any increase in the bank's investment in premises in connection with the proposal be in compliance with section 24A of the Federal Reserve Act.

Because Bank meets the requirements for these amended procedures, the transaction may be consummated three business days after expiration of the comment period, or June 17, 2002, unless notified to the contrary by the Reserve Bank. Approval is subject to Bank obtaining approval from the appropriate state banking authority and to the proposal's consummation within one year from June 17, 2002. Please notify this Reserve Bank in writing of the date of the branch opening within 30 days of consummation.

Until further notice, future branch applications by Bank may consist of a letter describing the proposal, a copy of the newspaper notice, and a publisher's affidavit. Branch applications should be submitted within seven calendar days of publication. If the publisher's affidavit is not available within seven calendar days of publication, Bank should submit a newspaper page containing the notice and evidence of the date of publication. The publisher's affidavit should be forwarded as soon as it becomes available.

Should you have any questions regarding this matter, please contact Kate Gaboardi of our staff at (404) 498-7250.

Very truly yours,

David W. Smith

cc:	Board of Governors Alabama State Banking Authority

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