REGIONS FINANCIAL CORP, DEF 14A, 1995-03-16

REGIONS FINANCIAL CORP
DEF 14A, 1995-03-16
NATIONAL COMMERCIAL BANKS

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<PAGE>

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [_]

Filed by a Party other than the Registrant [X]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14C-5(D)(2))

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

Regions Financial Corporation
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

Regions Financial Corporation
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Notes:

<PAGE>

[LOGO OF REGIONS FINANCIAL
CORPORATIONS APPEARS HERE] REGIONS FINANCIAL
CORPORATION
Post Office Box 10247
Birmingham, Alabama 35202-
0247
Telephone 205 326-7100

TO THE STOCKHOLDERS:

You are cordially invited to attend the twenty-fourth annual meeting of the
stockholders of Regions Financial Corporation to be held at 10:00 a.m., on
Thursday, April 27, 1995, in Regions' Training Center, located at 298 West
Valley Avenue, Birmingham, Alabama.

We hope you will plan to attend the stockholders' meeting. However, in order
that we may be assured of a quorum, we urge you to sign and return the
enclosed proxy in the postage-paid envelope provided as promptly as possible,
whether or not you plan to attend the meeting in person. If you do attend the
meeting, you may withdraw your proxy.

A reception and coffee will be held from 9:00 a.m. until 10:00 a.m., in the
Reception Area of Regions' Training Center. We hope you will find it
convenient to come early enough to enjoy this social time prior to the
stockholders' meeting.

[Sig Cut]

J. Stanley Mackin
Chairman of the Board
and Chief Executive Officer

March 16, 1995
<PAGE>

[LOGO OF REGIONS FINANCIAL REGIONS FINANCIAL CORPORATION
CORPORATION APPEARS HERE] Post Office Box 10247
Birmingham, Alabama 35202-0247
Telephone 205 326-7100

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held
April 27, 1995

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Regions
Financial Corporation (Regions or Company), a Delaware corporation, will be
held in Regions' Training Center, 298 West Valley Avenue, Birmingham, Alabama,
on Thursday, April 27, 1995, at 10:00 a.m. Birmingham time, for the purpose of
considering and acting on the following:

1. To elect the three (3) nominees named in the Proxy Statement as directors
to serve for three year terms or until their successors have been elected
and qualified.

2. Proposal to approve the Management Incentive Plan.

3. Proposal to approve the Amendment to the 1991 Long-Term Incentive Plan.

4. The transaction of such other business as may properly come before the
meeting or any adjournment thereof.

Only stockholders of record at the close of business on March 8, 1995, are
entitled to receive notice of and to vote at the meeting. A complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical
order and showing the address of each stockholder and the number of shares
registered in the name of each stockholder shall be open to examination by any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least 10 days prior to the meeting at the main office
of First Alabama Bank, 417 North 20th Street, Birmingham, Alabama. Stockholders
are invited to attend the meeting in person.

PLEASE SIGN AND DATE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN
PERSON. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS EXERCISE.

By Order of the Board of Directors

/s/ Samuel E. Upchurch, Jr.

Samuel E. Upchurch, Jr.
Corporate Secretary

March 16, 1995
<PAGE>

[LOGO OF REGIONS FINANCIAL REGIONS FINANCIAL CORPORATION
CORPORATION APPEARS HERE] Post Office Box 10247
Birmingham, Alabama 35202-0247
Telephone 205 326-7100

PROXY STATEMENT
FOR 1995 ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement is furnished to the stockholders of Regions Financial
Corporation (Regions or Company) in connection with the 1995 annual meeting of
stockholders to be held on Thursday, April 27, 1995, at 10:00 a.m. in Regions'
Training Center, 298 West Valley Avenue, Birmingham, Alabama, and at any
adjournment thereof. The matters to be considered and acted upon are (1) the
election of three nominees as directors of the corporation, (2) the approval of
the Management Incentive Plan, (3) the approval of the Amendment to the 1991
Long-Term Incentive Plan, and (4) such other business as may properly come
before the meeting.

The enclosed proxy is solicited on behalf of the board of directors of
Regions and is revocable by the stockholder at any time prior to the voting of
such proxy. All properly executed proxies delivered pursuant to this
solicitation will be voted at the meeting and in accordance with instructions,
if any.

This is the first mailing of proxy solicitation materials to stockholders. In
addition to solicitation by mail, proxies may be solicited by directors,
officers and other employees of Regions who will receive no compensation in
addition to their regular compensation. Regions has also engaged Georgeson &
Company, Inc. to assist in the distribution of proxy materials, tabulation of
proxies, and solicitation of proxies from brokers, nominees and security-
holding companies for a fee of approximately $16,000 plus expenses. The cost of
preparing, assembling and mailing this proxy statement and other materials
furnished to stockholders and other expenses of solicitation, including the
expenses of brokers, custodians, nominees and other fiduciaries, who at the
request of Regions, mail material to or otherwise communicate with beneficial
owners of the shares held by them, will be paid by Regions.

Participants in Regions' Dividend Reinvestment Service, Employee Stock
Purchase Plan, and Directors' Stock Incentive Plan will note that shares held
by First Alabama Bank, as trustee or administrator for such plans, are shown on
the enclosed proxy card in addition to shares held directly by the stockholder
in certificate form. Signing and returning the proxy card will enable voting of
all shares, including those held in such plans.

The annual report of Regions Financial Corporation for the year 1994,
including financial statements, has been mailed to all stockholders. Such
report and financial statements are not a part of this proxy statement except
as specifically incorporated herein.

----------------

The date of this proxy statement is March 16, 1995.

<PAGE>

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

As of March 8, 1995, Regions had issued 46,499,705 shares of common stock, of
which 1,820,579 shares are held as treasury stock and are non-voting.
Stockholders are entitled to one vote for each share on all matters to come
before the meeting. Only stockholders of record at the close of business on
March 8, 1995, will be entitled to vote at the meeting or any adjournment
thereof.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

As of December 31, 1994, all Regions' affiliate banks beneficially held in a
fiduciary capacity for others under numerous trust relationships, 2,275,050
shares or 5.05% of Regions' outstanding common stock. Regions' affiliate bank
trust departments have sole voting power with respect to 2,010,564 of these
shares or 4.47%, shared voting power with respect to 25,704 of these shares,
sole dispositive power with respect to 985,126 of these shares and shared
dispositive power with respect to 940,875 of these shares. No other entity is
known to the Company to be the beneficial owner of more than five percent of
any class of voting securities.

SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT

No director or nominee for director is deemed to own beneficially 1% or more
of Regions' common stock as of March 8, 1995. All directors and executive
officers of Regions, as a group, own beneficially a total of 2,222,334 shares
(which includes 545,506 shares that are the subject of presently exercisable
options) or 4.91% of the Company's outstanding common stock. Information with
respect to beneficial ownership is based upon information furnished by each
officer, director or nominee, or contained in filings made with the Securities
and Exchange Commission.

The following table presents information concerning the beneficial ownership
of Regions' common stock by certain of its executive officers at March 8, 1995.
For beneficial ownership information of each director, see "Election of
Directors."

<TABLE>
<CAPTION>
REGIONS STOCK BENEFICIALLY
OWNED
--------------------------------
NAME AND ADDRESS TITLE OF CLASS # OF SHARES (1) % OF CLASS
- ---------------------------------------------------------------------------------
<S> <C> <C> <C>
J. Stanley Mackin Common 216,037 0.482%
Birmingham, Alabama
Richard D. Horsley Common 183,190 0.409%
Birmingham, Alabama
Carl E. Jones, Jr. Common 187,570 0.419%
Mobile, Alabama
Joe M. Hinds, Jr. Common 147,313 0.329%
Huntsville, Alabama
Sam P. Faucett Common 155,810 0.348%
Tuscaloosa, Alabama
</TABLE>
- --------
(1) The amounts shown represent the total shares beneficially owned by such
individuals, restricted shares (31,350 for Mr. Mackin and 11,330 for each
of the other individuals) and shares which are issuable upon the exercise
of all stock options which are currently exercisable and exercisable within
60 days. Specifically, the following individuals have the right to acquire
the shares indicated after their names, upon the exercise of such stock
options: Mr. Mackin, 104,140; Mr. Horsley, 91,119; Mr. Jones, 50,399; Mr.
Hinds, 56,399; and Mr. Faucett, 52,399.

No change in control of Regions has occurred since January 1, 1994, and no
arrangements are known to Regions which may at a later date result in a change
in control of the Company.

2
<PAGE>

ELECTION OF DIRECTORS

Regions recommends that the board of directors for the ensuing year shall
consist of twelve directors, and further recommends the election of William R.
Boles, Sr., Henry E. Simpson and Robert E. Steiner, III, as directors, to hold
office for a term of three years expiring with the annual meeting of
stockholders to be held in 1998 or until their successors are elected and
qualified. The terms of office of nine directors continue after the meeting.
The proxy will be voted FOR the nominees, unless otherwise directed. If any
nominee is not available for election, the proxies will be voted for such
substitute nominee as the board of directors may designate. Regions has no
reason to believe that any substitute nominee or nominees will be required.
The proxies will not be voted for more than three nominees.

INFORMATION ON DIRECTORS

The following table indicates the age, residence, principal occupation or
employment for the last five years of each nominee or director whose term of
office continues after the meeting, position and offices held with Regions or
its subsidiaries, the year the director was first elected, and the number of
shares of common stock of the Company beneficially owned at March 8, 1995.

<TABLE>
<CAPTION>
NUMBER OF SHARES
OF STOCK BENEFICIALLY
OWNED AT MARCH 8, 1995
YEAR -------------------------------
PRESENT OCCUPATION POSITION AND TERM OF PERCENTAGE
NAME OF NOMINEE AND PRINCIPAL OFFICES HELD WITH OFFICE OF
OR DIRECTOR OCCUPATION FOR REGIONS DIRECTOR WILL (2) OUTSTANDING
AND RESIDENCE AGE LAST FIVE YEARS & SUBSIDIARIES SINCE EXPIRE DIRECTLY INDIRECTLY SHARES
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sheila S. Blair 60 Executive Director, 1989 1996 47,413 8,524 0.125%
Birmingham, Ala- Director, Regions;
bama Greater Director,
Birmingham First Alabama
Foundation Bank
(Community
Foundation)
William R. Boles, 67 Attorney, Director, 1995 1998 0 424,168 0.949
Sr.(1) Boles, Boles & Regions;
Monroe, Louisiana Ryan Director,
Regions Bank
of Louisiana--
Monroe (3)
James B. Boone, 59 Chairman of Director, 1985 1997 14,878 0 0.033
Jr. the Board, Regions;
Tuscaloosa, Ala- Boone Director,
bama Newspapers, First Alabama
Inc. Bank;
(Newspaper Director,
Publishing, First Alabama
Management and Bank--
Ownership) Tuscaloosa (3)
</TABLE>

- --------
(1) Nominee for election at 1995 stockholders' meeting.
(2) Indirect beneficial ownership includes shares, if any, (a) owned as
trustee in which the director or any member of his/her immediate family
has a beneficial interest, or (b) held in a trust in which the director
has a beneficial interest, or (c) owned and traded in the name of the
spouse, minor children or other relative of the director living in his/her
home, or (d) owned by a corporation, partnership or other legal
organization in which the director has a substantial beneficial interest.
(3) As a consequence of the merger of all of Regions' subsidiary banks in
Alabama into one bank (First Alabama Bank) and the merger of all of
Regions' subsidiary banks in Louisiana into one bank (Regions Bank of
Louisiana) and the resulting cessation of their separate corporate
existence, Regions has established bodies of local advisory directors
corresponding to the former boards of directors of the subsidiary banks.
Service on such a body is denoted in the tables as, for example,
"Director, First Alabama Bank--Birmingham."

3
<PAGE>

<TABLE>
<CAPTION>
NUMBER OF SHARES
OF STOCK BENEFICIALLY
OWNED AT MARCH 8, 1995
YEAR ----------------------------------
PRESENT OCCUPATION POSITION AND TERM OF PERCENTAGE
NAME OF NOMINEE AND PRINCIPAL OFFICES HELD WITH OFFICE OF
OR DIRECTOR OCCUPATION FOR REGIONS DIRECTOR WILL (2) OUTSTANDING
AND RESIDENCE AGE LAST FIVE YEARS & SUBSIDIARIES SINCE EXPIRE DIRECTLY INDIRECTLY SHARES
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Albert P. Brewer 66 Professor of Director, 1986 1997 53,367 22,094 0.169
Birmingham, Ala- Law and Regions;
bama Government, Director, First
Samford Alabama Bank;
University Director, First
Alabama Bank--
Decatur/Harselle
(3)
James S.M. French 55 Chairman and Director, 1986 1997 8,008 58,848 0.150
Birmingham, Ala- President, Regions;
bama Dunn Director, First
Investment Co. Alabama Bank;
(Construction, Director, First
Construction Alabama Bank--
Materials, Birmingham (3)
Investments)
Richard D. Horsley 52 Vice Chairman Director, 1982 1997 183,190(4) 0 0.409
Birmingham, Ala- of the Board Regions;
bama and Executive Director, First
Financial Alabama Bank;
Officer, Director,
Regions and Regions Bank of
First Alabama Louisiana;
Bank Director, Real
Estate Financing
Inc., FAB
Agency, Inc.,
Regions Life
Insurance
Company, and
Regions
Financial
Building Corp.;
Director and
Vice President,
Regions Agency,
Inc.
Catesby ap C. 69 Proprietor, Director, 1971 1996 23,672 900 0.055
Jones Mabry Regions;
Selma, Alabama Securities Director, First
(Insurance Alabama Bank;
Agency) Director, First
Alabama Bank--
Montgomery (3)
Olin B. King 61 Chairman and Director, 1984 1996 8,125 0 0.018
Huntsville, Ala- CEO, SCI Regions;
bama Systems, Inc. Director, First
(Diversified Alabama Bank;
Electronics Director, First
Manufacturer) Alabama Bank--
Huntsville (3)
</TABLE>
- --------
(1) Nominee for election at 1995 stockholders' meeting.
(2) Indirect beneficial ownership includes shares, if any, (a) owned as
trustee in which the director or any member of his/her immediate family
has a beneficial interest, or (b) held in a trust in which the director
has a beneficial interest, or (c) owned and traded in the name of the
spouse, minor children or other relative of the director living in his/her
home, or (d) owned by a corporation, partnership or other legal
organization in which the director has a substantial beneficial interest.
(3) As a consequence of the merger of all of Regions' subsidiary banks in
Alabama into one bank (First Alabama Bank) and the merger of all of
Regions' subsidiary banks in Louisiana into one bank (Regions Bank of
Louisiana) and the resulting cessation of their separate corporate
existence, Regions has established bodies of local advisory directors
corresponding to the former boards of directors of the subsidiary banks.
Service on such a body is denoted in the tables as, for example,
"Director, First Alabama Bank--Birmingham."
(4) Includes 91,119 shares for Mr. Horsley and 104,140 shares for Mr. Mackin
that are the subject of presently exercisable options.

4
<PAGE>

5
<PAGE>

Of the directors or nominees for director, none is a "control person" of the
Company by virtue of stock ownership. The only persons who might be considered
"control persons" of the Company are J. Stanley Mackin, Chairman and Chief
Executive Officer, and Richard D. Horsley, Vice Chairman and Executive
Financial Officer, who gain any control they may exercise by virtue of office.

Of the nominees and directors listed above, three also serve as directors of
other companies with a class of securities registered under the Securities
Exchange Act of 1934. James S. M. French serves as a director of Energen
Corporation, and as a director of Hilb, Rogal and Hamilton Company; Olin B.
King serves as a director of SCI Systems, Inc.; and Lee J. Styslinger, Jr.
serves as a director of The Mead Corporation.

THE BOARD AND COMMITTEES OF THE BOARD

Regions held six directors' meetings during 1994. All directors attended at
least 75% of the aggregate of the meetings held by the board and by its
committees of which they were members. Among other board committees, Regions
has an audit committee and a personnel committee that meet as needed. The
Company has no nominating or similar committee.

AUDIT COMMITTEE. The members of the audit committee are Albert P. Brewer
(Chairman), Sheila S. Blair, Richard D. Horsely (ex officio member), Catesby ap
C. Jones, and J. Stanley Mackin (ex officio member). The principal functions of
the audit committee, which held four meetings during 1994, include selecting
independent auditors, approving proposed independent audit fees, reviewing with
the independent auditors the planning for and results of the audit, approving
professional services provided by the independent auditors, establishing goals
and plans for the nature and extent of internal audit work, determining the
effectiveness and adequacy of accounting and internal controls and the adequacy
of the audit staff, and reviewing major internal audit findings. The corporate
loan review staff submits periodic loan examination reports to the audit
committee for its review.

PERSONNEL COMMITTEE. The personnel committee, which held seven meetings
during 1994, consists of H. Manning McPhillips, Jr. (Chairman), James B. Boone,
Jr., Albert P. Brewer, Catesby ap C. Jones, and Lee J. Styslinger, Jr. At the
conclusion of the stockholders meeting on April 27, 1995, H. Manning
McPhillips, Jr. will retire from the personnel committee and the Company's
board of directors.

The role of the personnel committee is to establish and monitor corporate
policy and practice in the broad area of human resources management. The
personnel committee exercises strategic and administrative responsibility in
working with Company management on the development and clarification of the
Company's compensation philosophy, articulating reasons behind design of the
Company's pay and benefits programs and their relationship to corporate
objectives and competitive practices.

The functions of the personnel committee are recommending to the board the
compensation arrangements for executive management, approving compensation
arrangements for senior company officers, making recommendations to the board
concerning compensation plans in which officers are eligible to participate and
recommending to the board the establishment of or changes in benefit plans in
which officers are eligible to participate, and recommending to the board the
establishment of or changes in benefit plans in which officers and employees
participate (including the authority to make amendments to tax-qualified plans
in which officers participate). The personnel committee also reviews employee
claims against the Company, reviews the community involvement of senior
management personnel, reviews proposed legislation affecting human resource
management, approves certain new or amended personnel policies or statutory
benefits plans, and acts on other important personnel matters. All actions
taken with respect to compensation programs are reported to the board through
detailed personnel committee minutes.

The personnel committee specifically serves as the board compensation
committee. In discharging this responsibility, the committee has, from time to
time, used the services of compensation consultants for guidance with respect
to competitive data and practices of other banks.

6
<PAGE>

SECTION 16 TRANSACTIONS

Section 16(a) of the Securities Exchange Act of 1934 requires Regions'
executive officers and directors to file reports of ownership and changes in
ownership of Regions' stock with the Securities and Exchange Commission.
Executive officers and directors are required by SEC regulations to furnish
Regions with copies of all Section 16(a) forms they file.

Based on a review of the forms filed during 1994, Regions believes that all
filing requirements applicable to its executive officers and directors were
complied with.

EXECUTIVE COMPENSATION AND OTHER TRANSACTIONS

The following table is a summary of certain information concerning the
compensation earned by Regions' chief executive officer and each of the other
four most highly compensated executive officers during the last three fiscal
years.

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-------------------------------- ----------------------------
NAME & PRINCIPAL OTHER ANNUAL RESTRICTED STOCK LTIP ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION STOCK (1) OPTIONS PAYOUTS COMPENSATION
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. Stanley Mackin 1994 $560,000 $320,656 $0 $0 40,000 $0 $244,890(2)
Chairman & Chief 1993 $525,000 $330,383 $0 $0 32,000 $546,175 $109,759
Executive Officer 1992 $450,000 $315,000 $0 $723,438 29,700 $390,570 $30,000
Richard D. Horsley 1994 $238,000 $136,278 $0 $0 20,000 $0 $48,339(3)
Vice Chairman & 1993 $228,000 $143,480 $0 $0 13,000 $243,511 $36,993
Executive Financial
Officer 1992 $222,500 $155,750 $0 $289,375 11,550 $174,135 $30,000
Carl E. Jones, Jr. 1994 $215,000 $122,251 $0 $0 20,000 $0 $43,297(4)
Regional President 1993 $205,000 $128,017 $0 $0 13,000 $243,511 $36,482
1992 $195,000 $126,713 $0 $289,375 11,550 $174,135 $26,422
Joe M. Hinds, Jr. 1994 $208,000 $120,629 $0 $0 20,000 $0 $65,866(5)
Regional President 1993 $198,000 $125,557 $0 $0 13,000 $243,511 $43,171
1992 $189,000 $129,164 $0 $289,375 11,500 $174,135 $26,426
Sam P. Faucett 1994 $208,000 $116,698 $0 $0 20,000 $0 $65,460(6)
Regional President 1993 $198,000 $123,977 $0 $0 13,000 $243,511 $44,304
1992 $189,000 $132,141 $0 $289,375 11,550 $174,135 $28,350
</TABLE>
- --------
(1) The Terms of the Restricted Stock awards are determined by the personnel
committee. Under the terms of the currently outstanding Restricted Stock
awards, the named executives must remain employed with Regions for five
years from the date of the grant at the same or higher level in order for
the shares to be released. During the five year period, the named
executive is eligible to receive dividends and exercise voting privileges
on such restricted shares. If any of the restrictions are removed at the
discretion of the personnel committee, the named executive officer will
receive a stock certificate for some percentage or all of the awarded
restricted shares. The restricted shares are not transferable by the named
executive during the restriction period. The personnel committee has the
discretion to modify the terms of the Restricted Stock awards. Mr. Mackin
had 31,350 shares of Restricted Stock with a fair market value of $971,850
at December 31, 1994. Messers. Horsley, Jones, Hinds and Faucett each had
11,330 shares of Restricted Stock with a fair market value of $351,230 at
December 31, 1994.
(2) Includes $2,247 allocated to Mr. Mackin in 1994 under the Employee Stock
Ownership Plan; $20,226 allocated to Mr. Mackin in 1994 under the profit
sharing plan; and $222,417 representing the estimated term component of
the premium paid and the estimated interest cost to Regions in 1994
resulting from premium payments for a life insurance benefit plan for Mr.
Mackin. This plan serves as an offset to an existing supplemental
retirement plan.
(3) Includes $2,247 allocated to Mr. Horsley in 1994 under the Employee Stock
Ownership Plan; $20,226 allocated to Mr. Horsley in 1994 under the profit
sharing plan; and $25,866 representing the estimated term component of the
premium paid and the estimated interest cost to Regions in 1994 resulting
from premium payments for a life insurance benefit plan for Mr. Horsley.
This plan serves as an offset to an existing supplemental retirement plan.
(4) Includes $2,247 allocated to Mr. Jones in 1994 under the Employee Stock
Ownership Plan; $20,252 allocated to Mr. Jones in 1994 under the profit
sharing plan; and $20,798 representing the estimated term component of the
premium paid and the estimated interest cost to Regions in 1994 resulting
from premium payments for a life insurance benefit plan for Mr. Jones.
This plan serves as an offset to an existing supplemental retirement plan.

7
<PAGE>

(5) Includes $2,247 allocated to Mr. Hinds in 1994 under the Employee Stock
Ownership Plan; $20,252 allocated to Mr. Hinds in 1994 under the profit
sharing plan; and $43,367 representing the estimated term component of the
premium paid and the estimated interest cost to Regions in 1994 resulting
from premium payments for a life insurance benefit plan for Mr. Hinds.
This plan serves as an offset to an existing supplemental retirement plan.
(6) Includes $2,247 allocated to Mr. Faucett in 1994 under the Employee Stock
Ownership Plan; $20,252 allocated to Mr. Faucett in 1994 under the profit
sharing plan; and $42,961 representing the estimated term component of the
premium paid and the estimated interest cost to Regions in 1994 resulting
from premium payments for a life insurance benefit plan for Mr. Faucett.
This plan serves as an offset to an existing supplemental retirement plan.

STOCK OPTIONS

The following table presents information concerning individual grants of
options to purchase Regions' common stock made during 1994 to the named
executive officers.

<TABLE>
<CAPTION>
OPTION GRANTS IN THE LAST FISCAL YEAR
----------------------------------------------------------------------
NUMBER OF % OF TOTAL EXERCISE
SECURITIES UNDERLYING OPTIONS GRANTED PRICE GRANT DATE
NAME OPTIONS GRANTED TO EMPLOYEES IN 1993 (PER SHARE) EXPIRATION DATE PRESENT VALUE(1)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
J. Stanley Mackin 40,000 9% $31.875 March 29, 2004 $236,195
Richard D. Horsley 20,000 4% $31.875 March 29, 2004 $118,662
Carl E. Jones, Jr. 20,000 4% $31.875 March 29, 2004 $118,662
Joe M. Hinds, Jr. 20,000 4% $31.875 March 29, 2004 $118,662
Sam P. Faucett 20,000 4% $31.875 March 29, 2004 $118,662
</TABLE>
- --------
(1) Based on the Black-Scholes option pricing model adapted for use in valuing
executive stock options. The actual value, if any, an executive may
realize depends on the excess of the stock price over the exercise price
on the date the option is exercised, so there is no assurance the value
realized by an executive will be at or near the value estimated by the
Black-Scholes model. The estimated values under that model are based on
the assumptions of expected stock price volatility of .1716, risk-free
rate of return of 6.733%, dividend yield of 4% and expected time to
exercise of 5.8 years.
(2) All options become exercisable 12 months after the date of grant, except
that exercisability is delayed for an additional 12 months to the extent
the value of incentive stock options (determined as of the date of grant)
first exercisable in a calendar year exceeds $100,000 as to any recipient.

The following table presents information concerning exercises of stock
options to purchase Regions' common stock during 1994 and the number and value
of unexercised options and stock appreciation rights (SAR) held by the named
executive officers.

<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN 1994
----------------------------------------------------------------------
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT 12-31-94 AT 12-31-94
---------------------- --------------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
J. Stanley Mackin 51,424 $1,020,723 67,277/43,094(1) $272,811/$0
Richard D. Horsley 0 $ 0 74,256/23,094(2) $892,006/$0
Carl E. Jones, Jr. 5,195 $ 100,150 33,536/23,094(3) $235,132/$0
Joe M. Hinds, Jr. 22,745 $ 469,911 39,536/23,094(4) $329,086/$0
Sam P. Faucett 16,845 $ 351,065 35,536/23,094(5) $265,086/$0
</TABLE>
- --------
(1) Of Mr. Mackin's currently exercisable options, 5,921 were granted with
tandem SARs.
(2) Of Mr. Horsley's currently exercisable options, 28,049 were granted with
tandem SARs.
(3) Of Mr. Jones' currently exercisable options, 7,040 were granted with
tandem SARs.
(4) Of Mr. Hinds" currently exercisable options, 9,240 were granted with
tandem SARs.
(5) Of Mr. Faucett's currently exercisable options, 7,040 were granted with
tandem SARs.

8
<PAGE>

LONG-TERM INCENTIVE PLAN AWARDS IN 1994

The following table presents information concerning the long-term incentives
awarded to Regions' named executive officers.

<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
PERFORMANCE OR NON-STOCK PRICE-BASED PLANS(1)
NUMBER OF OTHER PERIOD ---------------------------------
SHARES, UNITS OR UNTIL MATURATION THRESHOLD TARGET MAXIMUM
NAME OTHER RIGHTS(1) OR PAYOUT(2) # # #
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
J. Stanley
Mackin 14,000 3 Years 7,000 14,000 14,000
Richard D.
Horsley 6,000 3 Years 3,000 6,000 6,000
Carl E.
Jones,
Jr. 6,000 3 Years 3,000 6,000 6,000
Joe M.
Hinds,
Jr. 6,000 3 Years 3,000 6,000 6,000
Sam P.
Faucett 6,000 3 Years 3,000 6,000 6,000
</TABLE>
- --------
(1) Each share or right represents performance share awards under the
Company's Long-Term Incentive Plan which are equal in value to the market
price of one share of Regions common stock at the maturation date with a
maximum value of $50.00 per share.
(2) The performance objectives may relate to the specific performance of the
named executive, or the performance of the Company, region, subsidiary,
unit bank, department or function within which the named executive is
employed. The performance objectives established for the current awards
relate to the achievement of specific levels of return on equity by the
Company. If at the end of the performance period the performance
objectives have been satisfied, the named executive will have earned the
award, or, at the discretion of the personnel committee, some percentage
or fraction thereof, if the specified performance objectives are exceeded
or satisfied in part. The performance period generally will be not less
than one year or more than five years. The personnel committee has the
discretion to modify the terms of the Long-term Incentive Plan awards.

RETIREMENT PLANS

The named executive officers are covered by the Regions Financial
Corporation Retirement Plan, a qualified defined benefit retirement plan, as
complimented by retirement compensation agreements pursuant to its
supplemental executive retirement program.

The following table shows estimated annual benefits payable at retirement,
including both qualified plan benefits and supplemental benefits, based on
combinations of final compensation and age at retirement.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
----------------------------------------------------------------
AGE AT RETIREMENT
- ------------------------------------------------------------------------------
COMPENSATION 55 60 62 63 64 65
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$125,000 $ 50,000 $ 62,500 $ 67,500 $ 70,000 $ 72,500 $ 75,000
$150,000 $ 60,000 $ 75,000 $ 81,000 $ 84,000 $ 87,000 $ 90,000
$175,000 $ 70,000 $ 87,500 $ 94,500 $ 98,000 $101,500 $105,000
$200,000 $ 80,000 $100,000 $108,000 $112,000 $116,000 $120,000
$225,000 $ 90,000 $112,500 $121,500 $126,000 $130,500 $135,000
$250,000 $100,000 $125,000 $135,000 $140,000 $145,000 $150,000
$300,000 $120,000 $150,000 $162,000 $168,000 $174,000 $180,000
$350,000 $140,000 $175,000 $189,000 $196,000 $203,000 $210,000
$400,000 $160,000 $200,000 $216,000 $224,000 $232,000 $240,000
$450,000 $180,000 $225,000 $243,000 $252,000 $261,000 $270,000
$500,000 $200,000 $250,000 $270,000 $280,000 $290,000 $300,000
$550,000 $220,000 $275,000 $297,000 $308,000 $319,000 $330,000
$600,000 $240,000 $300,000 $324,000 $336,000 $348,000 $360,000
$650,000 $260,000 $325,000 $351,000 $364,000 $377,000 $390,000
$700,000 $280,000 $350,000 $378,000 $392,000 $406,000 $420,000
</TABLE>

In 1994, compensation covered by the plans for the five highest paid
executive officers was as follows: Mr. Mackin, $560,000; Mr. Horsley,
$238,000; Mr. Jones, $215,000; Mr. Hinds, $208,000; and Mr. Faucett, $208,000.

Benefits are based on average compensation (limited to base salary) over the
three years prior to retirement, and are payable as a single life annuity for
single participants and a joint and 50% survivor

9
<PAGE>

annuity for married participants. Other forms of payment are available on an
actuarially equivalent basis. Amounts shown are subject to offset for Company-
sponsored long-term disability payments and executive life insurance program
cash values exceeding premiums paid. Benefits are not offset by Social Security
benefits. Benefits will be reduced or eliminated if the participant terminates
employment voluntarily before age 55.

EMPLOYMENT AGREEMENTS

Regions has no employment agreements with any of the named executive
officers.

DIRECTORS' COMPENSATION

In 1994, directors of Regions were paid a quarterly director's fee of $1,500,
or a total of $6,000 annually. In addition, directors are paid a fee of $1,000
for each board meeting attended. Directors who are chairman of board committees
receive $750 and other directors who are members of board committees receive
$600 for each board committee meeting attended. Effective January 1, 1995, the
annual retainer was increased to $10,000 and committee meeting fees for
meetings held by telephone were reduced to $300 for committee members and $375
for committee chairmen. Directors who are employees of the parent company
receive no fees for parent company board membership or attendance at parent
company board or board committee meetings.

In January 1984, the board of directors adopted the Directors' Stock
Investment Plan, a plan designed to provide added incentive to the non-employee
directors of the Company and its subsidiaries and local divisions. As amended
in 1991, the plan provides that each participant may contribute to the plan all
or part of the fees payable by the Company. The Company will contribute 25% of
the amount contributed by each director. Both director and Company
contributions will be applied to the purchase of Regions' common stock for the
account of the director. Directors are immediately vested in all amounts held
in the plan on their behalf.

COMPENSATION AND STOCK OPTION DETERMINATIONS

The determination of executive compensation and the award of stock options is
regularly delegated to the personnel committee of the board of directors. The
Company's directors believe that executive compensation decisions must consider
aggregate compensation, since executive compensation in the financial services
industry typically consists of a variety of elements, tied to an assortment of
long-term and short-term performance objectives.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.

The personnel committee of the board of directors, consisting in 1994 of Mr.
McPhillips, Mr. Boone, Mr. Brewer, Mr. Jones, and Mr. Styslinger, performs the
functions of a compensation committee. In reaching compensation decisions
concerning executive officers other than Mr. Mackin, the chief executive
officer, the committee took into account discussions with and recommendations
by Mr. Mackin and the Company's senior personnel officer. There is no other
involvement by the Company's executive personnel in the committee's
deliberations. Mr. Mackin did not participate in deliberations and decisions
regarding his own compensation.

PERSONNEL COMMITTEE EXECUTIVE COMPENSATION REPORT

Set forth below is the Executive Compensation Committee of the Personnel
Committee.

10
<PAGE>

EXECUTIVE COMPENSATION REPORT

General. Under the direct control of the personnel committee of the board of
directors, the Company has developed and installed compensation policies,
plans, and procedures that seek to enhance the profitability of the Company.
Shareholder value is aligned with the financial interests of the Company's
senior managers as financial goals are set for each year. The Company
recognizes the importance of annual and long-term incentive compensation plans
to attract and retain corporate officers and other key employees who are
accordingly motivated to perform to the best of their abilities. Both forms of
incentive compensation are variable and accordingly reflect corporate,
strategic business unit, and individual performance levels that encourage an
explicit and continuing focus on increasing profitability and shareholder
value.

The committee's methodology and approach incorporate both qualitative and
quantitative considerations, which are reflected in the committee's
determinations concerning executive compensation and the specific components
thereof. In particular, the total compensation of the executive officers of the
Company can be divided into the categories of (i) annual base salary, (ii)
annual incentive compensation, and (iii) long-term incentive compensation. In
general, and as set forth in greater detail below, annual base salary is
intended to be comparable with executive base compensation paid by other
similar financial institutions; annual incentive compensation is intended to be
tied quantitatively to the achievement by the Company of pre-determined,
objective financial performance goals; and share-based grants for long-term
incentive compensation are intended to reward the executive recipients with
incremental value commensurate with long-term increases in value of the
Company's common stock. The compensation decisions of the committee relative to
the Company's principal executive officers, including the five officers named
above in the compensation tables, are described below as to each of the three
categories.

Base Salary. Annual base salaries are generally set at competitive levels
with similar financial institutions. Specifically, the committee considers peer
group comparisons from survey data for other financial companies,
recommendations from an independent compensation consultant, and individual
performance assessments. For executives other than the chief executive officer,
the committee also considers the chief executive officer's recommendations.
While these factors are fully considered and discussed by the committee, the
committee members are not required to express or record the weight they assign
to any particular factor. In each instance the committee members reach a
consensus and the committee sets a base salary level for each executive.

In evaluating and establishing the base salaries of the executive officers,
the committee, in conjunction with its independent compensation consultant,
surveys the base salaries of the corresponding officers of other bank holding
companies in a survey group consisting of approximately 20 companies closest to
Regions in asset size and deposit size, and also including the three other
largest bank holding companies headquartered in Alabama. The committee attempts
to establish the base salaries of the named executive officers such that the
aggregate of their base salaries is targeted to the median point of the
aggregate of the base salaries of the corresponding executive officers of the
companies in the survey group, based on the most recent information available.
Based on 1993 information, the information most recently available, the
aggregate of the actual base salaries of Regions' named executive officers
group was slightly less than such survey median point.

It should be noted that the survey comparison group is not the same as the
group of companies which make up the NASDAQ Banks Index presented in the
Comparison of the Five-year Cumulative Total Return graph included in this
proxy statement. The committee believes the use of a smaller survey group
tailored by asset and deposit size is more valid for salary evaluation purposes
even though not all the survey companies are included in the NASDAQ Banks
Index, and even though numerous companies included in the NASDAQ Banks Index
are not included in the survey group.

Based on the survey comparison, advice of an independent compensation
consultant, recommendations from the chief executive officer, and an inherently
subjective assessment of the comparative contributions of the executive
personnel to the Company's continued financial and operating success, the 1994
base salaries for the other named officers were determined by the committee,
subject to ratification by the full board of

11
<PAGE>

directors. The personnel committee reviewed their individual recommendations
regarding each named officer with the board of directors and secured full board
approval, prior to applying base salary adjustments for this group at the
beginning of 1994.

Annual Incentive Compensation. In the first quarter of 1994, the personnel
committee approved the Company's 1994 annual performance goals, as prepared by
the Company's comptroller, and as used for the purpose of determining potential
annual incentive compensation for the executive officers. The performance goals
were quantitative in nature, resulting in an incentive plan formula that was
weighted towards their overall importance in attaining the Company's annual
profit plan, and focused on the accomplishment of financial objectives in the
areas of: Net Income Before Securities Transactions, Return on Assets, Return
on Equity; and, exclusive of acquisition related growth, Average Loan Growth,
and Average Core Deposit Growth. With record earnings in 1994, the Company
substantially exceeded target levels for the majority of Company and business
unit performance goals. Based on the various levels of goal achievement, the
chief executive and the other named officers received cash incentive awards as
a formula driven percentage of 1994 base salary levels.

Long Term Incentive Compensation. During 1994, the personnel committee
evaluated the merits of granting the chief executive officer, the named
officers and other key employees, further awards under the Company's 1991 Long-
Term Incentive Plan (LTIP). The 1991 LTIP provides the flexibility to grant
long-term incentives in a variety of forms, including stock options,
performance shares and restricted stock. With respect to stock-based
compensation, the personnel committee placed relatively more reliance on the
advice of the Company's independent consultant than in the cases of base salary
and non stock-based compensation. As intended with the establishment of the
1991 LTIP, the committee believes that it is highly desirable to increase
management's equity ownership interest in the Company. The committee further
believes that its initial 1991 awards under the LTIP successfully focused and
committed the Company's management on building profitability and shareholder
value. The primary purpose of LTIP awards is to encourage management members to
take long-term steps to achieve and sustain Return on Equity objectives.
Accordingly, the committee further awarded LTIP grants during 1994.

In establishing the LTIP awards for the named officers, senior management and
other key employees, the committee reviewed with the chief executive officer
the recommended individual awards, considering the scope of accountability,
financial goals, and anticipated performance requirements and contributions
expected of each participant. The committee also took into account the number
and size of LTIP awards and stock options already held by executive officers
considered for additional awards.

Compensation of Chief Executive Officer. In deliberating the compensation of
the Chief Executive Officer, the committee adheres to the same basic
methodology and approach applied to executive compensation generally.
Accordingly, the base salary determination reflects the peer group survey
comparison described above, the annual incentive compensation is based on an
objective formula and tied to the Company's achievement of pre-determined,
quantitative financial goals, and the realization of long-term incentive
compensation, by its nature, is aligned with the realization of long-term
shareholder value.

In addition, the committee, in deliberating the chief executive officer's
compensation, takes into account other factors. For example, special
consideration was given to the continued smooth and successful transition that
has occurred since the August 1990 changeover in chief executive officers, the
chief executive officer's effectiveness in solidifying the Company's ongoing
management team, the Company's superior earnings record since his appointment,
and the recent successes of the Company's acquisition program, including the
assimilation of the institutions acquired. Consideration was also given to the
chief executive officer's personal job performance, the Company's profitable
growth record, as well as expectations of his anticipated contributions to the
Company's future. The weight and significance accorded to these special factors
in the committee's deliberations are intrinsically subjective, and thus their
bearing on the committee's ultimate compensation determinations cannot be
quantified.

12
<PAGE>

LTIP awards for the chief executive officer were set separately and
independently of his participation, based on ownership and total compensation
objectives that reflected data from selected peer companies, his total
compensation, and the committee's perception of his past and expected
contributions to the Company's attainment of its long-term performance goals.

The committee's base salary recommendation for the chief executive officer
was reviewed and approved by the full board of directors.

Summary. The personnel committee of the board of directors remains dedicated
to ensuring that the Company's overall compensation program for its executive
officers, senior management and other key employees is properly designed to:

. Attract, motivate, and retain outstanding contributors.
. Maintain a base salary structure that is competitive in the Company's
marketplace.
. Link annual incentive awards with specific performance targets that yield
superior results.
. Provide long-term incentive awards that couple management ownership with
shareholder value.

Section 162(m) of the Internal Revenue Code imposes certain limitations on
the deductibility by the Company for federal income tax purposes of
compensation amounts paid to highly paid executives. The committee is aware of
the potential effects of (S)162(m) of the Internal Revenue Code. The committee
has concluded that ensuring deductibility under (S)162(m) is not as important
as structuring incentive compensation based on methodology and factors it deems
appropriate. The committee has chosen not to distort its methodology and
application of the factors it believes pertinent so as to ensure that all
executive compensation be deductible under (S)162(m). While the committee
intends that the Company's compensation plans will meet, to the extent
practical, the prerequisites for deductibility under (S)162(m), if it develops
that a portion of the compensation of one or more executive officers is not
deductible under (S)162(m), then the committee expects that Regions would honor
its obligations to the executive officers under the compensation arrangements
approved by the committee.

The personnel committee will continue to review and evaluate compensation
programs at least annually. When and where appropriate, the committee will
consult with independent compensation consultants, legal advisors, and Regions'
public accounting firm with respect to the proper design of the program toward
achieving Company objectives as set forth by the chief executive officer and
the board of directors.

This report furnished by:

H. Manning McPhillips, Jr. (Chairman)
James B. Boone, Jr Albert P. Brewer
Catesby ap C. Jones Lee J. Styslinger, Jr.

13
<PAGE>

FINANCIAL PERFORMANCE

Set forth below is a graph comparing the yearly percentage change in the
cumulative total return of Regions' common stock against the cumulative total
return of the S & P 500 Index and the NASDAQ Banks Index for the last five
years. This presentation assumes that the value of the investment in Regions'
common stock and in each index was $100 and that all dividends were reinvested.

[GRAPH APPEARS HERE]

COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG REGIONS, NASDAQ BANK INDEX AND S & P 500

<TABLE>
<CAPTION> NASDAQ
Measurement period Bank
(Fiscal Year Covered) Regions Index S & P 500
- --------------------- -------- -------- --------
<S> <C> <C> <C>
12/31/89 $ 100.00 $ 100.00 $ 100.00
12/31/90 $ 107.99 $ 73.23 $ 96.90
12/31/91 $ 188.44 $ 120.17 $ 126.43
12/31/92 $ 235.90 $ 174.87 $ 136.06
12/31/93 $ 238.77 $ 199.29 $ 149.77
12/31/94 $ 237.13 $ 198.69 $ 151.45

</TABLE>

OTHER TRANSACTIONS

Directors and officers of Regions and their associates were customers of, and
had transactions with, the affiliate banks in the ordinary course of business
during 1994; additional transactions may be expected to take place in the
ordinary course of business. Included in such transactions are outstanding
loans and commitments from the affiliate banks, all of which were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons, and did
not involve more than the normal risk of collectibility or present other
unfavorable features.

Regions retained during 1994 and prior years and proposes to retain in the
future on behalf of the Company or certain of its subsidiaries the law firms of
Steiner, Crum & Baker, of which director Robert E. Steiner, III, is a partner;
Lange, Simpson, Robinson, & Somerville, of which director Henry E. Simpson is a
partner; and Boles, Boles & Ryan, of which director William R. Boles, Sr., is a
partner. During 1994, the Company or its subsidiaries paid legal fees of
$215,937 to the firm of Steiner, Crum & Baker, $1,034,746 to the firm of Lange,
Simpson, Robinson & Somerville, and $263,286 to the firm of Boles, Boles &
Ryan.

14
<PAGE>

PROPOSALS TO APPROVE MANAGEMENT INCENTIVE PLAN
AND AMENDMENT TO 1991 LONG-TERM INCENTIVE PLAN

The board of directors is seeking stockholder approval of the Company's
Management Incentive Plan and of an amendment to the 1991 Long-Term Incentive
Plan. Certain information concerning these matters is set forth below. Copies
of the Management Incentive Plan and the amended and restated Long-Term
Incentive Plan are reproduced as Appendix A and Appendix B, respectively, to
this proxy statement. The descriptions of the Management Incentive Plan and the
Long-Term Incentive Plan set forth below are qualified in their entirety by
reference to Appendices A and B, respectively.

The board of directors recommends a vote FOR approval of the Management
Incentive Plan under "Item 2" on the proxy card and a vote FOR approval of the
amendment to the Long-Term Incentive Plan under "Item 3" on the proxy card. The
affirmative vote of the holders of a majority of the outstanding shares of the
Company is required for approval of both the Management Incentive Plan and the
amendment to the Long-Term Incentive Plan.

MANAGEMENT INCENTIVE PLAN

The Management Incentive Plan is an annual incentive compensation plan
pursuant to which the Company's executive officers and other key personnel may
be paid annual incentive compensation, in addition to their base salaries,
based on achievement of predetermined performance goals. The performance goals
may apply to Company performance, business unit performance, or individual
performance. While the Management Incentive Plan has been in effect since 1985,
stockholder approval is sought at this annual meeting so that payments by the
Company under the Management Incentive Plan can continue to qualify for
deductibility by the Company for federal income tax purposes. Recently enacted
Section 162(m) of the Internal Revenue Code limits, with certain exceptions,
the Company's corporate tax deduction for compensation paid to certain
executive officers of the Company to no more than $1,000,000 per executive per
year, and imposes certain other prerequisites for deductibility of compensation
payments. The Personnel Committee (Committee) has reviewed the provisions of
Section 162(m), and intends to revise the Company's compensation plans to
preserve, where practicable, the tax deductibility of compensation payments.
Accordingly, the Management Incentive Plan is being submitted for stockholder
approval. The Company intends to keep the Management Incentive Plan in effect
whether or not the requisite stockholder approval is obtained.

The performance goals (except for personal performance goals, which are
described below) are quantitative in nature and are determined by the Committee
for each calendar year based on the actual operating performance of the Company
or business unit in the areas of (i) income before securities transactions,
(ii) return on assets, (iii) return on equity, (iv) loan growth, (v) deposit
growth, and (vi) other quantifiable finacial objectives. The Committee's
determination of the performance goals takes into account recommendations of
management.

For each performance goal the committee establishes a threshold level, a
target level, and a maximum level. Performance of less than the threshold level
results in no award, performance at the maximum level results in an award of
two times the target award, and performance of more than the maximum level
results in no additional award. Attainment of a performance goal for the
calendar year will entitle participants to an incentive payment calculated as a
specified percentage of base salary, with the percentage set by the committee
for each participant or category of participants. The maximum percentage
awardable for a target level of performance is 50% of base salary, meaning that
for 1995 the maximum single amount awardable under the Management Incentive
Plan will be $600,000.

Personal performance goals are based on annually established objectives and
such other identified key aspects of performance as may be determined by the
Committee and the participant's superiors to be appropriate. Personal
performance goals established for the members of the Executive Advisory Council
(presently consisting of the chief executive officer, the executive financial
officer and the regional presidents) must be objective within the meaning of
Section 162(m). Moreover, with respect to such executive officers,

15
<PAGE>

after the establishment of the goals, the Committee has no discretion to
increase the amount of compensation that would be due upon attainment of goals
or to alter the goals for the year to which they relate.

AMENDMENT TO 1991 LONG-TERM INCENTIVE PLAN

The board of directors has adopted an amendment to the 1991 Long-Term
Incentive Plan (the "Long-Term Incentive Plan"), subject to the approval of the
stockholders. The amendment increases the number of shares of the Company which
are subject to and available for distribution under the Long-Term Incentive
Plan. In the absence of stockholder approval the proposed amendment will not
take effect.

The proposed amendment will increase from the 2,750,000 to 5,000,000 the
total number of shares of common stock reserved and available for distribution
under the Long-Term Incentive Plan. Such shares may consist, in whole or in
part, of authorized and unissued shares or treasury shares. Of the total
amount, no more than 2,500,000 shares may be granted as performance awards, and
no more than 1,500,000 shares may be awarded as restricted stock. In addition,
no employee participating in the Plan may receive, in any one calander year, a
combination of stock options or stock appreciation rights with respect to more
than 150,000 shares of stock. The proposed amendment also provides that any
performance objectives established with respect to the members of the Executive
Advisory Council must be objective within the meaning of Section 162(m) of the
Internal Revenue Code, and imposes limitations, consistent with the
requirements of Section 162(m), on the discretion of the Committee to alter
performance objectives established for those individuals.

The Long-Term Incentive Plan provides generally for the granting of incentive
stock options, non-qualified stock options, stock appreciation rights and
shares of stock designated as restricted stock or performance shares, to
officers and key employees of the Company. The incentive plan was approved by
the stockholders and put into operation in 1991. It is intended to be used over
a period of years to assist the Company in attracting, retaining, motivating
and rewarding employees who make a significant contribution to the Company's
long term success, and to encourage employees to acquire and maintain an equity
interest in the Company.

The Long-Term Incentive Plan is administered and interpreted by the
Committee, which is composed of disinterested persons, that is, persons who are
not employees and who are not eligible to receive benefits under the Long-Term
Incentive Plan. The board of directors may, without further approval of the
stockholders, suspend, terminate or amend the Long-Term Incentive Plan.
However, no such action may be taken without stockholder approval which would
materially increase the total number of shares of common stock which may be
issued under the Long-Term Incentive Plan, and no action may be taken without a
recipient's consent which would reduce or impair any rights or obligations
under any then outstanding award under the Long- Term Incentive Plan.

The Long-Term Incentive Plan authorizes the granting of incentive stock
options and non-qualified stock options to purchase shares of common stock of
the Company. The closing market price of the common stock of the Company as
reported by the Nasdaq National Market was $34.13 per share on March 10, 1995.

No stock options may be granted under the Long-Term Incentive Plan after
January 16, 2001. The option price per share of incentive stock options shall
not be less than the fair market value of the common stock at the date of the
grant. The option price per share of non-qualified options may in the
discretion of the Committee be less than the fair market value of the common
stock on the date of the grant. Options may be exercised by payment in cash, or
in the discretion of the Committee, by delivery of shares having a market value
equal to the option price or in any combination of cash and shares. An option
may be exercised only subject to such terms as the Committee may impose at the
time the option is granted. In general, an option must terminate not later than
ten years after the date of the grant. The aggregate fair market value,
determined as of the time an incentive stock option is granted, of the common
stock with respect to which incentive stock options become exercisable for the
first time by an individual during any calendar year, under the Long-Term
Incentive Plan and other stock option plans of the company, may not exceed
$100,000.

16
<PAGE>

Stock appreciation rights may be granted under the Long-Term Incentive Plan
in connection with all or any part of incentive stock options or non-qualified
options, or independent of stock options. Stock appreciation rights permit the
recipient to receive from the Company an amount determinable in relation to any
increase in fair market value of the Company's common stock. The amount
awardable upon exercise of a stock appreciation right for each share covered by
the exercise is equal to the difference between the exercise price, which in
the case of stock appreciation rights associated with incentive stock options
must equal the fair market value of a share as of the date of grant, and the
fair market value of a share on the date of exercise. The aggregate amount due
on exercise may be paid wholly or partly in cash or in common stock, in the
discretion of the Committee. In the case of stock appreciation rights granted
in connection with incentive stock options and non-qualified options, exercise
of the stock appreciation right reduces the associated options held by the
exercising recipient by the same number of shares. Exercise of options however,
reduces the number of stock appreciation rights only to the extent the number
of shares covered by the exercise exceeds the number of shares not covered by
stock appreciation rights. A stock appreciation right associated with an
incentive stock option must be granted simultaneously with the option and must
be subject to the same terms and conditions as the option.

The Company understands the federal income tax consequences of stock options
under the Long-Term Incentive Plan, under existing federal income tax laws and
regulations, to be as follows:

Holders of incentive stock options will not recognize taxable income as a
result of the exercise of such options (except to the extent of taxes
imposed under the alternative minimum tax), and will not recognize taxable
income upon the grant of such options. The amount by which the fair market
value of the stock at the time of the exercise exceeds the option price is
treated as a preference item subject to the alternative minimum tax.

The tax consequences upon disposition of stock acquired by exercise of an
incentive stock option depends upon when the disposition occurs. If the
optionee holds the stock received through exercise of an incentive stock
option for more than two years after the date the option was granted and
for more than one year after the stock was transferred to him, then any
gain or loss recognized on the disposition of the stock will be long term
capital gain or loss equal to the difference between the amount realized
upon sale and the option price. The Company will not be entitled to any tax
deduction in connection with the grant or exercise of incentive stock
options provided that the stock acquired through exercise of the option is
not disposed of within the two year or one year periods described above.
However, if stock acquired through exercise of an incentive stock option is
disposed of within the two year or one year periods described above, then
the excess, if any, of the fair market value of such stock over the option
price will be treated as compensation income to the optionee in the year in
which such disposition occurs, and the Company will be entitled to a like
income tax deduction in that year.

The holder of a non-qualified option, upon exercise, must include in
ordinary income subject to federal taxation an amount equal to the excess
of the fair market value of the stock acquired at date of exercise over the
option price.

The recipient of stock appreciation rights will not be subject to federal
income tax at the time of receipt. However, stock or cash delivered
pursuant to the exercise of such rights will be treated as taxable income
to the employee in the year of receipt.

A restricted stock awarded under the Long-Term Incentive Plan consists
generally of a grant or sale of the Company's common stock to the recipient
subject to conditions determined by the Committee. The terms determinable by
the Committee in each restricted stock award include the number of shares, the
price, if any, to be paid by the recipient, the time within which the award may
be subject to forfeiture, the nature of the restrictions, including performance
criteria if any, and the circumstances upon which restrictions will lapse. The
recipient of restricted stock may not sell or transfer such shares during the
restriction period, and the certificates representing such shares remain in the
custody of the Company until the conditions of

17
<PAGE>

restriction are satisfied. Upon lapse or removal of the restrictions, the
recipient will receive a stock certificate and will have unrestricted ownership
of the covered shares.

Shares of common stock may be distributed under the Long-Term Incentive Plan
as a performance award. The Committee selects recipients of performance awards
and establishes performance objectives, the performance period, and the amount
and form of the award. The performance objectives may relate to the specific
performance of the recipient, or the performance of the region, subsidiary,
unit bank, department or function within which the recipient is employed.
Performance objectives based on financial performance are intended to enhance
the long term financial condition of the Company. If at the end of the
performance period the performance objectives have been satisfied, the
recipient will have earned the award. If the specific performance objectives
are exceeded, the Committee in its discretion may award a multiple of the
target award, and if the performance objectives are satisfied in part, the
Committee in its discretion may grant the recipient a portion of the
performance award. The performance period will generally be not less than one
year and shall not exceed five years.

Upon a change of control of the Company, all stock appreciation rights and
stock options become fully exercisable, the limitations on restricted stock
automatically lapse, and the performance periods are deemed completed for
performance awards. Each recipient has the right to elect to cash out his
outstanding rights under the Long-Term Incentive Plan for an amount
determinable based upon a per share price, defined to be the highest price paid
for the Company's common stock during the last 60 day period in the principal
market in which the Company's common stock has been traded, or the highest
price offered in any transaction related to a change of control during the same
60 day period. In case of incentive stock options and related stock
appreciation rights, however, the purchase price will be based only on
transactions reported for the date on which the Committee decides to permit
cash out of stock options. A change of control is defined to occur if a
majority of the board of directors changes during any continuous 18 month
period, if any person becomes the owner of 25% or more of the Company's
outstanding common stock, or if stockholder approval is required for the
acquisition by an entity other than the Company or one of its affiliates.

PLAN BENEFITS

The following table sets forth certain information for the calendar year 1994
concerning the benefits received by or allocated to the five executive officers
named under the summary compensation table above, the executive officers of the
Company as a group, and other participating officers and employees as a group,
under both the Management Incentive Plan and the Long-Term Incentive Plan:

18
<PAGE>

PLAN BENEFITS

<TABLE>
<CAPTION>
MANAGEMENT INCENTIVE LONG-TERM INCENTIVE
PLAN PLAN
-------------------- ----------------------
DOLLAR DOLLAR NUMBER
NAME AND POSITION AMOUNT ($) AMOUNT ($) OF UNITS
----------------- -------------------- ----------- ----------
<S> <C> <C> <C>
J. Stanley Mackin, Chairman and $ 320,656 $236,195(1) 40,000(2)
Chief Executive Officer.......... -- 14,000(3)
Richard D. Horsley, Vice Chairman 136,278 118,662(1) 20,000(2)
and Executive Financial Officer.. -- 6,000(3)
Carl E. Jones, Jr., Regional Pres- 122,251 118,662(1) 20,000(2)
ident............................ -- 6,000(3)
Joe M. Hinds, Jr., Regional Presi- 120,629 118,662(1) 20,000(2)
dent............................. -- 6,000(3)
Sam P. Faucett, Regional Presi- 116,698 118,662(1) 20,000(2)
dent............................. -- 6,000(3)
Other Executive Officers as a 534,525 -- 82,000(4)
Group (9 persons)................ -- 23,880(3)
Other Officers and Employees as a 1,735,575 -- 227,000(4)
Group (5)........................ -- 63,120(3)
</TABLE>
- --------
(1) Represents the estimated value at the date of grant of stock options
awarded in 1994, using the Black Scholes option pricing model and the
assumptions identified on page 8 above in note (1) to the stock option
grant table.
(2) Represents the number of shares of Regions' common stock underlying stock
options granted in 1994.
(3) Represents the number of performance shares awarded in 1994. It is not
practical to estimate the 1994 dollar value of such awards.
(4) Represents the number of shares of Regions' common stock underlying stock
options granted in 1994. It is not practical to estimate the aggregate
dollar value of such awards at the date of grant for the indicated group.
(5) 77 persons as to the Management Incentive Plan and 128 persons as to the
Long-Term Incentive Plan.

INDEPENDENT AUDITORS

The audit committee has selected the accounting firm of Ernst & Young to
serve as the principal auditors for the Company for the current year. The firm
of Ernst & Young also served as Regions' principal auditor during 1994. A
representative of the firm will be present at the stockholders' meeting to
make a statement if he so desires and to respond to appropriate questions from
stockholders.

PROPOSALS OF STOCKHOLDERS

Proposals by stockholders intended to be presented at Regions 1996 annual
meeting of stockholders must be received by Regions not later than November
17, 1995, for consideration for possible inclusion in the proxy statement
relating to that meeting.

OTHER BUSINESS

Regions does not know of any business to be presented for action at the
meeting other than those items listed in the notice of the meeting and
referred to herein. If any other matters properly come before the meeting or
any adjournment thereof, it is intended that the proxies will be voted in
respect thereof in accordance with the recommendations of the board of
directors.

By Order of the Board of Directors

/s/ Samuel E. Upchurch, Jr.
Samuel E. Upchurch, Jr.
Corporate Secretary

Dated March 16, 1995

19
<PAGE>

APPENDIX A

REGIONS FINANCIAL CORPORATION
MANAGEMENT INCENTIVE PLAN
AMENDED AND RESTATED AS OF JANUARY 1, 1995

I. PURPOSE OF THE PLAN

The purpose of the Plan is to:

A. Optimize the soundness, profitability and growth of Regions
Financial Corporation (the "Company");

B. Promote and encourage excellence in the performance of individual
responsibilities; and

C. Provide an incentive opportunity and ensure appropriate total cash
compensation for those members of management who are positioned to
make significant contributions to the Company's success.

II. PLAN ADMINISTRATION

The Committee shall be responsible for the management and administration of
the Plan. The Committee has full authority to interpret, apply, and administer
the Plan as it may be deemed to be in the best interests of the Company and its
shareholders. The Committee may delegate certain administrative responsibilities
as it deems appropriate to officers of the Company. Any decision by the
Committee relating to the Plan or to awards thereunder shall be final and
binding on the Participants.

III. PARTICIPATION IN THE PLAN

A. The Committee shall, with respect to each Plan Year, determine which
employees of the Company shall participate in the Plan for that Plan Year,
based upon recommendations from the Chairman. Selection of Participants
shall be made from among those senior Company staff members who are deemed
to be sufficiently experienced and capable of making significant
contributions to the Company. Participation is conditional; participation
in one Plan Year does not guarantee participation in successive years. With
respect to any employee of the Company who is a member of the Executive
Advisory Council, selection of that employee to be a Participant shall be
made no later than March 31 of the Plan Year to which participation
relates, and shall be made in writing.

B. Participation Tiers

The Committee shall assign all Participants to Participation Tiers on the
basis of their roles and responsibilities and/or Base Compensation grade
for the Plan Year to which participation relates. With respect to any
Participant who is a member of the Executive Advisory Council, assignment
of the Participant to a Participation Tier shall be made no later than
March 31 of the Plan Year to which participation relates, and shall be made
in writing.

C. Within each Participation Tier, Participants shall be assigned performance
goals related to corporate, regional, unit and personal goals. With respect
to any Participant who is a member of the Executive Advisory Council, the
Committee's assignment of goals to that Participant shall be made by March
31 of the Plan Year to which the goals relate, and shall be in writing.

D. For each Participation Tier, the Committee shall determine the target award
opportunities that shall apply to Participants in that Participation Tier.
Target award opportunities shall be expressed as a percentage of Base
Compensation. The maximum target award permissible under the Plan shall be
50%. With respect to any Participant who is a member of the Executive
Advisory Council, the determination of the target award opportunity
applicable to that Participant shall be made by March 31 of the Plan Year
to which the target award applies, and shall be in writing.

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<PAGE>

E. Depending upon the extent to which performance goals are met or
exceeded, the actual award opportunities for a Participant shall range
from no award to a maximum of two times the target award opportunity,
according to the provisions of Section IV.

IV. PERFORMANCE CRITERIA AND ANNUAL PLAN THRESHOLD

A. Company performance. The Committee shall establish corporate, regional,
and unit performance goals based on income before securities
transactions, return on assets, return on equity, average loan growth,
deposit growth and other quantifiable financial objectives.

B. Personal performance. Personal performance goals shall consist of
annually established objectives and such other identified key aspects of
performance as may be determined to be appropriate for the Participant.

C. Each Plan Year the Committee will establish performance goals that
define the range of performance which the Plan will recognize for the
Plan Year to which the goals relate. With respect to any Participant who
is a member of the Executive Advisory Council, such performance goals
shall be in writing and shall be established before the earlier of (i)
the date on which the outcome under the goals is substantially certain
or (ii) March 31 of the Plan Year to which the goals relate. Corporate
performance goals shall be recommended by the Chairman or Vice Chairman.
Regional goals and unit bank goals shall be approved by the Regional
Presidents. Corporate performance goals and regional goals must also be
approved by the Chairman and the Committee. Personal performance goals
shall be established by the Participant's manager and the next higher
level of management, subject to the overall review and approval by the
Chairman.

D. If the Participant is a member of the Executive Advisory Council,
Company performance goals and personal performance goals established by
the Committee shall be objective performance goals within the meaning of
Section 162(m) of the Internal Revenue Code and treasury regulations
promulgated thereunder. Pursuant to those regulations, a performance
goal shall be considered objective only if a third party having
knowledge of the relevant facts could determine whether the goals have
been met. Furthermore, and notwithstanding any other provision of the
Plan to the contrary, once the Committee has established performance
goals for a Participant who is a member of the Executive Advisory
Council, the Committee shall have no discretion to (i) increase the
amount of compensation that would otherwise be due upon the attainment
of the goals, or (ii) alter the goals for the Plan Year to which they
relate.

E. Levels of goal achievement shall be characterized as (i) threshold
achievement, below which no award is payable; (ii) target achievement,
or; (iii) maximum achievement, above which no additional award is
payable.

F. The Chairman shall recommend, subject to the approval of the Committee,
the threshold, target, and maximum levels of achievement with respect to
a Plan Year. The Chairman shall also recommend, subject to the approval
of the Committee, specific floors and caps on these levels of
achievement. With respect to Participants who are members of the
Executive Advisory Council, threshold, target, and maximum levels shall
be established by the Committee, in writing, no later than March 31 of
each Plan Year, and shall remain in effect for the remainder of the Plan
Year.

G. For each Performance Tier, the Committee shall assign weightings to
indicate the relative importance of each criterion in determining
incentive awards earned under the Plan. The sum of weightings assigned
to any Participant must equal 100%. These weightings may vary from Plan
Year to Plan Year, and shall be based on recommendations by the Chairman
or Vice Chairman subject to approval by the Committee. With respect to
any Participant who is a member of the Executive Advisory Council, the
Committee shall assign such weightings on or before March 31 of each
Plan Year, and such weightings shall remain in effect for the remainder
of the Plan Year.

A-2
<PAGE>

V. PLAN ADMINISTRATOR'S DISCRETION

The Committee, as plan administrator, is authorized to administer the Plan,
subject to and in accordance with the provisions set forth herein, and shall
have all powers necessary and appropriate to enable it to properly administer
the Plan, including but not limited to the power to:

A. approve the establishment and range of corporate goals, recommendations
regarding participation, the amounts of individual award pay-outs, and
all matters relating to the day-to-day operation of the Plan;

B. construe and interpret the Plan, establish rules and regulations,
delegate such administrative responsibilities as it deems proper, and to
perform all other acts it deems necessary to carry out the intent and
purpose of the Plan;

C. modify or amend the terms of the Plan, as it becomes appropriate;

D. cancel the participation of any person who conducts himself in a manner
which the Committee, in the exercise of reasonable discretion,
determines to be inimical to the best interests of the Company;

E. correct any defect, supply any omission, or reconcile any inconsistency
in the Plan, in the manner and to the extent it shall deem necessary;
and,

F. adopt and modify, as needed, guidelines for identifying Participation
Tiers and Performance Criterion, assigning Participants to Participation
Tiers and determining target awards for Participants within each
Participation Tier.

The Committee's determination under the Plan of the persons to participate
and receive awards and the terms and conditions of such awards need not be
uniformly applicable to all Participants, but may be made by the Committee on a
selective basis among persons who receive or are eligible to receive awards
under the Plan, whether or not such persons are similarly situated. The
Committee shall have final approval authority over the payment of all awards
under this Plan, whether individually or collectively.

VI. PLAN FUNDING AND ACCRUALS OF AWARDS

The Plan is unfunded and awards hereunder shall be paid from general
corporate funds.

VII. NEW PARTICIPANTS, PROMOTIONS, OR TRANSFERS

All participation in the Plan is subject to approval by the Committee. Newly
hired or promoted employees who enter positions which are considered to be
eligible for participation in the Plan normally will enter the Plan on January
1 next following the date of hire or promotion. The Chairman, however, subject
to approval by the Committee, may authorize immediate participation upon hire
or promotion. In this event, Participants who enter the Plan during the Plan
Year will receive awards calculated on a pro rata basis using the Base
Compensation earned and levels of performance achieved for that eligible
portion of the Plan Year.

VIII. TERMINATION OF EMPLOYMENT

If a Participant terminates employment during a Plan Year for any reason
other than Retirement, Disability, or death, no award will be payable under the
Plan.

If a Participant's employment terminates during a Plan Year as a result of
Retirement, Disability, or death, the Participant, his Beneficiary, or his
estate will receive a pro-rata portion of the incentive award determined as of
the end of the Plan Year. The proration will be based on the Participant's
year-to-date Base Compensation for the Plan Year and the achieved levels of
performance as of the end of the Plan Year. The pro-rated award will be paid at
the same time as awards are paid to active Participants.

If a Participant's employment terminates between the end of the Plan Year and
the Award Payment Date for any reason other than willful dishonesty or gross
misconduct, the full award earned as of December 31 of the Plan Year will be
paid. If the Participant's employment is terminated during this period for
willful dishonesty or gross misconduct, no award will be payable.

A-3
<PAGE>

IX. MISCELLANEOUS PROVISIONS

A. NONALIENATION OF BENEFIT. No benefit under the Plan shall be subject in
any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and any attempt to do so shall be void.

B. WITHHOLDING OF TAXES. The Company shall have the right to deduct from any
award payable under this Plan all applicable withholding and employment taxes
at such times as they are due.

C. ESTABLISHMENT OF BASE COMPENSATION. All awards under the Plan shall be
calculated on Base Compensation earned during the Plan Year.

D. OTHER BENEFIT PLANS. No awards, payments, or benefits paid under this
Plan shall be taken into account in determining any benefits under any
retirement, profit-sharing, or other employee benefit plan to which the Company
contributes.

E. PLAN EXPENSES. Any expenses incurred in the administration of this Plan
shall be borne by the Company.

F. RIGHT TO CONTINUED EMPLOYMENT. Participation in this Plan shall not be
construed as giving any Participant the right to be retained in the employ of
the Company. Further, the Company expressly reserves the right at any time to
dismiss any Participant with or without cause, such dismissal to be free from
any liability or any claim under the Plan, except as provided herein.

G. CONSTRUCTION OF THE PLAN. The Plan shall be governed and interpreted in
accordance with the laws of the State of Alabama, and shall be binding on and
inure to the benefit of any successor or successors of the Company.

H. HEADINGS. The heading and subheadings in the Plan have been inserted for
convenience and reference only and are not to be used in construing the
instrument or any provisions hereof.

I. NUMBER AND GENDER. The masculine pronoun used shall include the feminine
pronoun and the singular number shall include the plural number unless the
context of the Plan requires otherwise.

J. POWER TO AMEND AND TERMINATE THE PLAN. The Committee may, at any time,
without the need for obtaining approval of the shareholders, by an instrument
in writing, suspend or terminate the Plan, in whole or in part, or amend it in
such respects as the Committee, in its sole discretion, deems appropriate and
in the best interests of the Company; provided, however, that shareholder
approval shall be required for any amendment that changes the material terms of
the Plan applicable to any Participant who is a member of the Executive
Advisory Council.

X. DEFINITIONS

When used herein, the following words and phrases shall have the meanings set
forth below, unless a different meaning is clearly required by the context of
the Plan.

A. Award Payment Date shall mean the date on which incentive awards are paid
to Participants, which may not be later than March 31 of the year following the
Plan Year.

B. Base Compensation shall mean income provided to the Participant for
services rendered, also referred to as base salary, excluding overtime,
commissions, awards from other incentive programs, Company contributions to
fringe benefit programs (other than pre-tax contributions by employees to plans
maintained under Sections 125 or 401(k) of the Internal Revenue Code), and
other "non-salary" income.

C. Beneficiary shall mean the person or persons designated by the Participant
to receive amounts payable under the Plan in the event of the Participant's
death.

A-4
<PAGE>

D. Committee shall mean the Directors Personnel Committee of the Board of
Directors of Regions Financial Corporation.

E. Company shall mean Regions Financial Corporation, its affiliates and
subsidiaries, or any successor(s) thereto.

F. Deferred Award shall mean that portion of an award which is held for
payment at a designated future time in accordance with the provisions of the
Regions Financial Corporation Optional Deferred Compensation Plan for
Management Employees.

G. Disability shall mean a physical or mental condition which renders the
Participant incapable of performing the work for which he was employed or
similar work, as evidenced by eligibility for and actual receipt of benefits
payable under the Company's long-term disability program and/or Social
Security.

H. Executive Advisory Council shall mean the management committee of the
Company, the membership of which is determined from time to time by the
Chairman and CEO. As of the date of this amendment and restatement of the Plan,
membership on the Executive Advisory Council consisted of the Chairman and CEO,
the Vice Chairman/Executive Financial Officer, and the Regional Presidents.

I. Participant shall mean any employee who is selected from the ranks of
senior company staff who is selected by the Committee to be a member of the
Plan, based on experience and capability.

J. Participation Tier shall mean the level of participation assigned to each
member of the Plan, based generally on the Participant's roles and
responsibilities and/or Base Compensation, which determines the amount of the
award in terms of a percentage of Base Compensation.

K. Performance Criteria shall mean those specific financial statement items
and personal goals which are determined to be the measurements of performance
success in a given Plan Year.

L. Plan shall mean the Regions Financial Corporation Management Incentive
Plan, as set forth herein or in any amendments hereto.

M. Plan Year shall mean any performance period which begins on January 1 and
ends on December 31, i.e., the calendar year.

N. Retirement shall mean the cessation of active employment by a Participant,
whether such cessation is designated as "normal" (at age 65) or "early" (prior
to age 65) retirement under the terms and conditions of the Regions Financial
Corporation Retirement Plan.

A-5
<PAGE>

APPENDIX B

REGIONS FINANCIAL CORPORATION
AMENDED AND RESTATED
1991 LONG-TERM INCENTIVE PLAN

WHEREAS, Regions Financial Corporation ("Regions") desires to establish and
maintain a long-term incentive plan, as set forth herein, for the benefit of
employees who become eligible to participate hereunder; and

WHEREAS, the purpose of this plan is to enable Regions and its affiliates to
attract, retain, motivate, and reward employees who make a significant
contribution to Regions' long-term success, and to enable such employees to
acquire and maintain an equity interest in Regions; and

WHEREAS, the Board of Directors of Regions, at a meeting held on January 16,
1991, duly approved and authorized the plan embodied herein, to be effective as
of January 16, 1991, subject to shareholder approval; and

WHEREAS, certain stock options to be granted pursuant to the terms of the
plan are intended to qualify as incentive stock options under Section 422 of
the Internal Revenue Code of 1986, as amended;

NOW, THEREFORE, Regions hereby promulgates the plan embodied herein which
shall contain the following terms and conditions and only the following terms
and conditions.

ARTICLE I

Definitions

When used herein, except where the context clearly indicates otherwise, the
following terms shall have the meaning set forth below:

1.1 "Affiliate" means any corporation (other than Regions) in an unbroken
chain of corporations beginning with Regions if each of the corporations (other
than the last corporation in the unbroken chain) owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in the chain.

1.2 "Bank" means Regions and its Affiliates.

1.3 "Regions" means Regions Financial Corporation, a corporation organized
under the laws of the State or Delaware, or any successor corporation.

1.4 "Board" means the Board of Directors of Regions.

1.5 "Cause" means a felony conviction of a participant or the failure of a
participant to contest prosecution for a felony, or a participant's dishonesty
or gross dereliction of duty, any of which is harmful to the business or
reputation of the Bank.

1.6 "Code" means the Internal Revenue Code of 1986, as amended, or any
successor thereto.

1.7 "Committee" means the Personnel Committee, or any other committee of the
Board appointed for the purpose of administering the Plan, which committee
shall consist exclusively of Disinterested Persons.

1.8 "Commission" means the Securities and Exchange Commission.

1.9 "Disability" means total and permanent disability as determined under the
Bank's long-term disability program.

B-1
<PAGE>

1.10 "Disinterested Person" shall have the meaning set forth in Rule 16b-
3(d)(3) as promulgated by the Commission under the Securities Exchange Act of
1934, or any successor definition adopted by the Commission.

1.11 "Early Retirement" means retirement from active employment with the Bank
pursuant to the early retirement provisions of the Bank's defined benefit
pension plan.

1.12 "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and any successor thereto.

1.13 "Fair Market Value" means, as of any given date, the average of the
highest and lowest reported sale prices of the Stock (or if no transactions
were reported on such date on the next preceding date on which transactions
were reported) in the principal market in which such Stock is traded on such
date.

1.14 "Incentive Stock Option" means any Stock Option intended to be and
designated as an "incentive stock option" within the meaning of Section 422 of
the Code.

1.15 "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

1.16 "Normal Retirement" means retirement from active employment with the
Bank on or after the normal retirement date specified in the Bank's defined
benefit pension plan.

1.17 "Performance Award" means an award of shares of Stock to a participant
pursuant to Article VIII contingent upon achieving certain performance goals.

1.18 "Plan" means this 1991 Long-Term Incentive Plan, and any amendments
hereto.

1.19 "Restricted Stock" means an award of shares of Stock that are subject to
restrictions under Article VII.

1.20 "Retirement" means Normal or Early Retirement.

1.21 "Stock" means the common stock of Regions or any successor corporation.

1.22 "Stock Appreciation Right" means a right granted under Article VI, which
entitles the holder to receive a cash payment or an award of Stock in an amount
equal to (a) times (b), where (a) is the difference between (i) the Fair Market
Value of the Stock covered by such right at the date the right is exercised,
and (ii) the option price of the Stock covered by such right, unless otherwise
determined by the Committee pursuant to Article VI and (b) is the number of
shares covered by the right.

1.23 "Stock Option" means any option to purchase shares of Stock granted to
employees pursuant to Article V.

ARTICLE II

Administration

2.1 (a) Powers of the Committee. The Committee shall administer the Plan
subject to and in accordance with the provisions set forth herein and shall
have the power and authority to grant to eligible employees, pursuant to the
terms of the Plan: (i) Stock Options; (ii) Stock Appreciation Rights; (iii)
Restricted Stock; or (iv) Performance Awards.

(b) The Committee shall have all power and authority necessary or appropriate
to enable it to properly administer the Plan, including but not limited to, the
authority to:

B-2
<PAGE>

(i) select the officers and other key employees of the Bank to whom Stock
Options, Stock Appreciation Rights, Restricted Stock, or Performance Awards
or a combination of the foregoing from time to time will be granted
hereunder;

(ii) determine whether and to what extent Incentive Stock Options, Non-
Qualified Stock Options, Stock Appreciation Rights, Restricted Stock, or
Performance Awards or a combination of the foregoing are to be granted
hereunder;

(iii) determine the number of shares of Stock to be covered by each such
Stock Option or other grant or award hereunder;

(iv) determine the terms and conditions, not inconsistent with the terms
of the Plan, of any Stock Option or other grant or award hereunder
including, but not limited to, any restriction on any Stock Option or other
grant or award or the shares of Stock relating thereto based on performance
or such other factors as the Committee may determine, in its sole
discretion, and any vesting acceleration features based on performance or
such other factors as the Committee may determine, in its sole discretion;

(v) determine whether, to what extent, and under what circumstances Stock
and other amounts payable with respect to a Stock Option or other grant or
award under this Plan shall be deferred, either automatically or at the
election of a participant, including providing for and determining the
amount (if any) of deemed earnings on any deferred amount during any
deferral period;

(vi) subject to the provisions of Article IX, modify the terms of any
Stock Option, Stock Appreciation Right, Restricted Stock award, or
Performance Award, accelerate the time of exercise of any Stock Option or
Stock Appreciation Right or accelerate the lapse of any restriction on any
Restricted Stock award or accelerate the time at which performance is
measured or Performance Awards are paid;

(vii) cancel any Stock Option, Stock Appreciation Right, Restricted Stock
award or Performance Award with the consent of the holder thereof or
(without the consent of the holder) if the holder thereof conducts himself
or herself in a manner which the Committee, in the exercise of reasonable
discretion determines to be harmful to the best interests of the Bank,
including, but not limited to, admission of guilt or conviction of any
crime resulting from dishonesty in connection with the affairs of the Bank,
conducting the affairs of the Bank in the holder's own interest and
contrary to the interest of the Bank, or failure to pay an indebtedness to
the Bank which the Committee determines to be uncollectible;

(viii) construe and interpret the Plan, establish rules and regulations,
delegate such administrative responsibilities as it deems proper, and
perform all other acts it deems necessary to carry out the purpose and
intent of the Plan; and

(ix) correct any defect, supply any omission or reconcile any
inconsistency in the Plan, or in any granted Stock Option, Stock
Appreciation Right, Restricted Stock award, or Performance Award, in the
manner and to the extent the Committee shall deem necessary or appropriate.

(c) The Committee's determination under the Plan of the persons to receive
grants and awards, the form, amount and timing of such grants and awards, and
the terms and conditions of such grants and awards need not be uniformly
applicable to employees but may be made by the Committee on a selective basis
among persons who receive or are eligible to receive grants and awards under
the Plan, whether or not such persons are similarly situated.

2.2 Conduct of Committee Business. A majority of the Committee shall
constitute a quorum, and the action of a majority of members of the Committee
present at any meeting at which a quorum is present, or acts unanimously
adopted in writing without the holding of a meeting, shall be the acts of the
Committee. Any decision made, or action taken, by the Committee arising out of
or in connection with the interpretation and administration of the Plan shall
be final and conclusive; provided, however, that any such decision made or
action taken may be reviewed by the Board, in which event the determination of
the Board shall be final and conclusive. This provision shall not be construed
to grant to any person any right to a review by the Board of any decision made
or action taken by the Committee.

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2.3 Reliance on Reports. Each member of the Committee and each member of the
Board shall be fully justified in relying or acting in good faith upon any
report made by the independent public accountants of the Company and upon any
other information furnished in connection with the Plan by any person or
persons other than such member. In no event shall any person who is or has been
a member of the Committee or of the Board be liable for any determination made
or other action taken by him or any failure by him to act in reliance upon any
such report or information, if in good faith.

2.4 Limit on Liability and Indemnification. Neither the Board, the Committee
nor any member of either shall be personally liable for any act, omission,
interpretation, construction or determination made in good faith in connection
with the Plan. In addition to such other rights of indemnification as they may
have as members of the Board or of the Committee, the members of the Committee,
and any officer or employee of the Bank acting on behalf of the Committee,
shall be indemnified by the Bank in respect of any such act, omission,
interpretation, construction, or determination.

ARTICLE III

Stock Subject to Plan

The total number of shares of Stock reserved and available for distribution
under the shall be 5,000,000. Such shares may consist, in whole or in part, of
authorized and unissued shares or treasury shares. Of the total amount, no more
than 2,500,000 shares may be granted as Performance Awards, and no more than
1,500,000 shares may be awarded as Restricted Stock. In addition, no employee
participating in the Plan may receive, in any one calendar year, a combination
of Stock Options or Stock Appreciation Rights with respect to more than 150,000
shares of Stock.

If any shares of Stock that have been subject to option cease to be subject
to option, or if any shares subject to any Restrictive Stock or Performance
Awards granted hereunder are forfeited or such grant or award is otherwise
terminated, such shares shall again be available for distribution in connection
with future grants and awards under the Plan.

In the event of any merger, reorganization, consolidation, recapitalization,
stock dividend, or other change in corporate structure affecting the Stock, a
substitution or adjustment shall be made in the aggregate number of shares
reserved for issuance under the Plan, in the number and option price of shares
subject to outstanding Stock Options granted under the Plan and in the number
of shares subject to Restricted Stock or Performance Awards granted under the
Plan as may be determined to be appropriate by the Committee, in its sole
discretion, provided that the number of shares subject to any award shall
always be a whole number. Such adjusted option price shall also be used to
determine the amount payable by the Bank upon the exercise of any Stock
Appreciation Right associated with any Stock Option.

ARTICLE IV

Eligibility

Officers and other key employees of the Bank (but excluding members of the
Committee and any person who serves only as a director) who are responsible for
or contribute to the management, growth or profitability of the Bank are
eligible to be granted Stock Options, Stock Appreciation Rights, Restricted
Stock or Performance Awards. The participants under the Plan shall be selected
from time to time by the Committee, in its sole discretion, from among those
eligible, and the Committee shall determine, in its sole discretion, the number
of shares covered by each award or grant.

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ARTICLE V

Stock Options For Employees

5.1 General. Stock Options may be granted either alone or in addition to other
awards granted under the Plan. Any Stock Option granted under the Plan shall be
in such form as the Committee may from time to time approve, and the provisions
of Stock Option awards need not be the same with respect to each optionee.

The Stock Options granted under the Plan may be of two types: (a) Incentive
Stock Options and (b) Non-Qualified Stock Options.

The Committee shall have the authority to grant any optionee Incentive Stock
Options, Non-Qualified Stock Options, or both types of Stock Options (in each
case with or without Stock Appreciation Rights). To the extent that any Stock
Option does not qualify as an Incentive Stock Option, it shall constitute a
separate Non-Qualified Stock Option.

5.2 Incentive Stock Option. Anything in the Plan to the contrary
notwithstanding, no term of this Plan relating to Incentive Stock Options shall
be interpreted, amended or altered, nor shall any discretion or authority
granted under the Plan be exercised, so as to disqualify either the Plan or any
Incentive Stock Option under Section 422 of the Code. Notwithstanding the
foregoing, in the event an optionee voluntarily disqualifies an option as an
Incentive Stock Option within the meaning of Section 422 of the Code, the
Committee may, but shall not be obligated to, make such additional grants,
awards or bonuses as the Committee shall deem appropriate, to reflect some or
all of the tax savings to the Bank which results from such disqualification.

5.3 Terms and Conditions of Stock Options. Stock Options granted under the
Plan shall be subject to the following terms and conditions and shall contain
such additional terms and conditions, not inconsistent with the terms of the
Plan, as the Committee shall deem desirable:

(a) Option Price. The option price per share of Stock purchasable under a
Stock Option shall be determined by the Committee at the time of the grant
but the option price per share of any Incentive Stock Option shall not be
less than 100% of the Fair Market Value of the Stock on the date of the
grant of the Stock Option.

(b) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercisable more than ten years
after the date such Stock Option is granted.

(c) Exercisability. Subject to Section 5.3(j), with respect to Incentive
Stock Options, Stock Options shall be exercisable at such time or times and
subject to such terms and conditions as shall be determined by the
Committee at grant, provided, however, that except as provided in Sections
5.3(f) and (g), unless a longer vesting period is otherwise determined by
the Committee at grant, no Stock Option shall be exercisable for a period
of six months after the date of the grant of the option. If the Committee
provides, in its discretion, that any Stock Option is exercisable only in
installments, the Committee may waive such installment exercise provision
at any time in whole or in part based on performance and/or such other
factors as the Committee may determine in its sole discretion.

(d) Method of Exercise. Stock Options may be exercised in whole or in
part at any time during the option period, by giving written notice of
exercise to the Bank specifying the number of shares to be purchased,
accompanied by payment in full of the purchase price, in cash, by check or
such other instrument as may be acceptable to the Committee. As determined
by the Committee, in its sole discretion, at or after grant, payment in
full or in part may also be made in the form of unrestricted Stock owned by
the optionee (based on the Fair Market Value of the Stock on the date the
option is exercised, as determined by the Committee). No shares of stock
resulting from the exercise of a Stock Option shall be issued until full
payment therefor has been made. An optionee shall have the rights to
dividends or other rights of a stockholder with respect to shares subject
to the option when the optionee has given written notice of exercise and
has paid in full for such shares.

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<PAGE>

(e) Non-transferability of Options. No Stock Option shall be transferable
by the Optionee otherwise than by will or by the laws of descent and
distribution. All Stock Options shall be exercisable, during the optionee's
lifetime, only by the optionee.

(f) Termination by Death. Unless otherwise determined by the Committee at
grant, if any optionee's employment with the Bank terminates by reason of
death, the Stock Option may thereafter be immediately exercised, to the
extent then exercisable (or on such accelerated basis as the Committee
shall determine at or after grant), by the legal representative of the
estate or by the legatee of the optionee under the will of the optionee,
for a period of three years from the date of such death or until the
expiration of the stated term of such Stock Option, whichever period is the
shorter. In the event of termination of employment by reason of death, if
an Incentive Stock Option is exercised after the expiration of the exercise
periods that apply for purposes of Section 422 of the Code, such Stock
Option will thereafter be treated as a Non-Qualified Stock Option.

(g) Termination by Reason of Disability. Unless otherwise determined by
the Committee at grant, if any optionee's employment with the Bank
terminates by reason of Disability, any Stock Option held by such optionee
may thereafter be exercised, to the extent it was exercisable at the time
of termination due to Disability (or on such accelerated basis as the
Committee shall determine at or after grant), but may not be exercised
after three years from the date of such termination of employment or the
expiration of the stated term of such Stock Option, whichever period is the
shorter; provided, however, that, if the optionee dies within such three-
year period, any unexercised Stock Option held by such optionee shall
thereafter be exercisable to the extent to which it was exercisable at the
time of death for a period of twelve months from the date of such death or
for the stated term of such Stock Option, whichever period is the shorter.
In the event of termination of employment by reason of Disability, if an
Incentive Stock Option is exercised after the expiration of the exercise
periods that apply for purposes of Section 422 of the Code, such Stock
Option will thereafter be treated as a Non-Qualified Stock Option.

(h) Termination by Reason of Retirement. Unless otherwise determined by
the Committee at grant, if any optionee's employment with the Bank
terminates by reason of Normal or Early Retirement (with Committee
consent), under a formal plan or policy of the Bank, any Stock Option held
by such optionee shall expire upon the earlier of (i) the expiration date
set forth in the Stock Option agreement to which such Stock Option is
subject, or (ii) the date on which the Committee, in its sole discretion,
determines that, within five (5) years following such termination of
employment, the retired optionee directly or indirectly (A) owns Twenty-
Five (25%) percent or more of any stock, equity, financial, or other
interest in, (B) operates, advises, or assists in the establishment or
operation of, or (C) is employed by, any firm or enterprise which competes
with any business conducted by the Bank and is located within a 50-mile
radius of any location in which the Bank maintains an office, operation,
branch, or facility. An optionee shall not be deemed to have retired during
any leave of absence of the optionee authorized by the Bank under the
Bank's standard personnel practices. In the event of termination of
employment by reason of Retirement, if an Incentive Stock Option is
exercised after the exercise periods that apply for purposes of Section 422
of the Code, such Stock Option will thereafter be treated as a Non-
Qualified Stock Option.

(i) Other Termination. Unless otherwise determined by the Committee at
grant, if an optionee's employment with the Bank terminates for any reason
other than death, Disability, or Normal or Early Retirement, the Stock
Option shall thereupon terminate. An optionee shall not be deemed to have
terminated employment during any leave of absence of the optionee
authorized by the Bank under the Bank's standard personnel practices.

(j) Limit on Value of Incentive Stock Options First Exercisable
Annually. The aggregate Fair Market Value (determined at the time of grant)
of the Stock for which "incentive stock options" within the meaning of
Section 422 of the Code are exercisable for the first time by an optionee
during any calendar year under the Plan (and/or any other stock option
plans of the Bank or any Subsidiary) shall not exceed $100,000.

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ARTICLE VI

Stock Appreciation Rights

6.1 Grants in Connection With Non-Qualified Stock Options. Stock Appreciation
Rights may be granted in connection with all or part of any Non-Qualified Stock
Option granted under the Plan and may contain terms and conditions different
from those of the related Stock Option. Such Stock Appreciation Rights may be
granted either at or after the time of the grant of such Non-Qualified Stock
Option.

A Stock Appreciation Right or applicable portion thereof granted under this
Section 6.1 shall terminate and no longer be exercisable upon the termination
or exercise of the related Stock Option, except that, unless otherwise provided
by the Committee at the time of grant, a Stock Appreciation Right granted with
respect to less than the full number of shares covered by a related Stock
Option shall only be terminated if, and to the extent, that the number of
shares covered by the exercise or termination of the related Stock Option
exceeds the number of shares not covered by the Stock Appreciation Right.

A Stock Appreciation Right granted under this Section 6.1 may be exercised by
an optionee, in accordance with Section 6.4, by surrendering the applicable
portion of the related Stock Option. Upon such exercise and surrender, the
optionee shall be entitled to receive an amount determined in the manner
prescribed in Section 6.4. Stock Options which have been so surrendered, in
whole or in part, shall no longer be exercisable to the extent the related
Stock Appreciation Rights have been exercised.

6.2 Grants in Connection with Incentive Stock Options. Simultaneously with
the grant of any Incentive Stock Option under the Plan, the Committee in its
sole discretion may grant Stock Appreciation Rights in connection with all or
any part of such Incentive Stock Option. Each Stock Appreciation Right granted
under this Section 6.2 shall be subject to the same terms and conditions
applicable to the Incentive Stock Option to which it relates.

A Stock Appreciation Right granted under this Section 6.2 may be exercised by
an optionee, in accordance with Section 6.4, by surrendering the applicable
portion of the related Incentive Stock Option. Upon such exercise and
surrender, the optionee shall be entitled to receive an amount determined in
the manner described in Section 6.4. Incentive Stock Options which have been so
surrendered, in whole or in part, shall no longer be exercisable to the extent
the related Stock Appreciation Rights have been exercised.

A Stock Appreciation Right or applicable portion thereof granted under this
Section 6.2, shall terminate and no longer be exercisable upon the termination
or exercise of the related Incentive Stock Option, except that, unless
otherwise provided by the Committee at the time of grant, a Stock Appreciation
Right granted with respect to less than the full number of shares covered by a
related Incentive Stock Option shall only be terminated if, and to the extent,
that the number of shares covered by the exercise or termination of the related
Stock Option exceeds the number of shares not covered by the Stock Appreciation
Right.

6.3 Stand Alone Grants. Stock Appreciation Rights may be granted at the
discretion of the Committee in a manner not related to a grant of a Stock
Option. A Stock Appreciation Right granted under this Section 6.3 is not
exercisable for a period of six months from the date of grant, unless a longer
period is otherwise determined by the Committee. A Stock Appreciation Right
granted under this Section 6.3 may be exercised in accordance with Section 6.4
during a period determined by the Committee not to exceed ten years after the
date on which the Stock Appreciation Right is granted. Any Stock Appreciation
Right which is outstanding on the last day of the exercisable period shall be
automatically exercised on such date for cash or Stock, as determined by the
Committee, without any action by the holder.

6.4 Terms and Conditions. Stock Appreciation Rights shall be subject to such
terms and conditions, not inconsistent with the provisions of the Plan, as
shall be determined from time to time by the Committee, including the
following:

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(a) Any Stock Appreciation Right granted pursuant to Section 6.1
subsequent to the grant of the related Stock Option shall not be
exercisable during the first six months of the term of the Stock
Appreciation Right, except that this additional limitation shall not apply
in the event of death or Disability of the optionee prior to the expiration
of the six-month period.

(b) Upon the exercise of a Stock Appreciation Right granted pursuant to
Section 6.1 or Section 6.2, an optionee shall be entitled to receive an
amount in cash or shares of Stock equal in value to the excess of the Fair
Market Value at the date the Stock Appreciation Right was exercised of one
share of Stock over the option price per share specified in the related
Stock Option, multiplied by the number of shares in respect of which the
Stock Appreciation Right shall have been exercised, with the Committee
having the right to determine the form of payment. Upon the exercise of a
Stock Appreciation Right granted pursuant to Section 6.3, the holder shall
be entitled to receive an amount in cash or shares of Stock equal in value
to the excess of the Fair Market Value at the date the Stock Appreciation
Right was exercised of one share of Stock over the Fair Market Value of one
share of Stock at the date the Stock Appreciation Right was granted
multiplied by the number of shares in respect of which the Stock
Appreciation Right shall have been exercised, with the Committee having the
right to determine the form of payment.

(c) No Stock Appreciation Right shall be transferrable by the holder
otherwise than by will or the laws of descent and distribution. All Stock
Appreciation Rights shall be exercisable, during the holder's lifetime,
only by the holder.

(d) Upon the exercise of a Stock Appreciation Right granted pursuant to
Section 6.1 or Section 6.2, the Stock Option or part thereof to which such
Stock Appreciation Right is related shall be deemed to have been exercised
for the purpose of the limitation set forth in Article III of the Plan on
the number of shares of Stock to be issued under the Plan.

(e) A Stock Appreciation Right granted in connection with an Incentive
Stock Option pursuant to Section 6.2 (i) will expire no later than the
expiration of the Stock Option to which it is attached, (ii) may be for no
more than 100% of the difference between the exercise price of the Option
to which the Stock Appreciation Right is attached and the Fair Market Value
of the Stock subject to the Stock Option at the time the Stock Appreciation
Right is exercised, and (iii) may be exercised only if and when the Fair
Market Value of the Stock subject to the Incentive Stock Option exceeds the
exercise price of such Stock Option.

(f) In its sole discretion, the Committee may provide, at the time of
grant of a Stock Appreciation Right, that such Stock Appreciation Right can
be exercised only in the event of a "Change of Control" (as defined in
Article XI below).

(g) The Committee, in its sole discretion, may also provide that in the
event of a "Change of Control" the amount to be paid upon the exercise of a
Stock Appreciation Right shall be based on the "Change of Control Price"
(as defined in Article XI below).

ARTICLE VII

Restricted Stock

7.1 Administration. Shares of Restricted Stock may be issued either alone or
in addition to other grants and awards under the Plan. The Committee shall
determine the officers and key employees of the Bank to whom, and the time or
times at which, grants of Restricted Stock will be made, the number of shares
to be awarded, the price, if any, to be paid by the recipient of Restricted
Stock, the time or times within which such awards may be subject to forfeiture,
the nature of the restrictions (including any performance requirements), the
circumstances under which restrictions will lapse and all other conditions of
the awards. The Committee may also condition the grant of Restricted Stock upon
the attainment of specified performance goals, or such other criteria as the
Committee may determine, in its sole discretion. The provisions of Restricted
Stock awards need not be the same with respect to each recipient.

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<PAGE>

7.2 Awards and Certificates. The prospective recipient of an award of shares
of Restricted Stock shall not have any rights with respect to such award,
unless and until such recipient has executed an agreement evidencing the award
(a "Restricted Stock Agreement") and has delivered a fully executed copy
thereof to the Bank, and has otherwise complied with the then applicable terms
and conditions of the Restricted Stock award.

A participant may accept an award of Restricted Stock within the 60-day
period (or such shorter period as the Committee may specify) after the award
date by executing a Restricted Stock Agreement and paying whatever price, if
any, is required by the Committee.

Each participant who is awarded and accepts Restricted Stock shall be issued
a stock certificate in respect of such shares of Restricted Stock. Such
certificate shall be registered in the name of the participant, and shall bear
an appropriate legend referring to the terms, conditions, and restrictions
applicable to such award, substantially in the following form:

"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture conditions and restrictions against transfer) of the Regions
Financial Corporation 1991 Long-Term Incentive Plan ("Plan") and a
Restricted Stock Agreement ("Agreement") entered into between the
registered owner and Regions Financial Corporation. Copies of such Plan
and Agreement are on file in the offices of Regions Financial
Corporation, P.O. Box 1448, Montgomery, Alabama 36102."

The Committee shall require that the stock certificate evidencing such shares
be held in custody by the Bank until the restrictions thereon shall have
lapsed, and that, as a condition of any Restricted Stock award, the participant
shall have delivered a stock power, endorsed in blank, relating to the Stock
covered by such award.

7.3 Restrictions and Conditions. The shares of Restricted Stock awarded
pursuant to this Article VII shall be subject to the following restrictions and
conditions:

(a) Subject to the provisions of this Plan and Restricted Stock
Agreements, during the period of six months after the award or such longer
period as may be set by the Committee commencing on the grant date (the
"Restricted Period"), the participant shall not be permitted to sell,
transfer, pledge or assign shares of Restricted Stock awarded under the
Plan. Within these limits, the Committee may, in its sole discretion,
provide for the lapse of such restrictions in installments and may
accelerate or waive such restrictions in whole or in part based on
performance or such other factors as the Committee may determine, in its
sole discretion.

(b) Except as provided in Section 7.3(a) above, the participant shall
have, with respect to the shares of Restricted Stock, all of the rights of
a Stockholder of the Bank, including the right to receive any dividends.

Dividends paid in cash with respect to shares of Restricted Stock shall
not be subject to any restrictions or subject to forfeiture. Dividends paid
in stock of the Bank or stock received in connection with a stock split
with respect to Restricted Stock shall be subject to the same restrictions
as on such Restricted Stock.

Certificates for shares of unrestricted Stock shall be delivered to the
participant promptly after, and only after, the period of forfeiture shall
expire without forfeiture in respect of such shares of Restricted Stock.

(c) Subject to the provisions of the Restricted Stock Agreement and this
Article VII, upon termination of employment for any reason during the
Restricted Period, all shares still subject to restriction shall be
forfeited by the participant, and the participant shall only receive the
amount, if any, paid by the participant for such forfeited Restricted
Stock.

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<PAGE>

(d) In the event a participant's employment is involuntarily terminated
(other than for Cause), or the participant terminates employment for
approved Early or Normal Retirement, the Committee may, in its sole
discretion, waive in whole or in part any or all remaining restrictions
with respect to such participant's shares of Restricted Stock.

ARTICLE VIII

Performance Awards

8.1 Administration. Shares of Common Stock may be distributed under the Plan
to an employee upon the attainment of performance objectives, as a Performance
Award. The Committee shall determine the officers and key employees of the Bank
to whom Performance Awards are granted, the terms and conditions of the
performance objectives, the term of the performance period and the level and
form of the payment of the Performance Award.

8.2 Performance Period. An employee to whom a Performance Award is granted
will be given performance objectives to be reached over a specified period (the
"performance period"). Generally the performance period shall be not less than
one year but in no case shall the period exceed five years.

8.3 Performance Objectives. The Committee, is its sole discretion, may
establish under this Article VIII performance objectives either in terms of
Bank-wide objectives or in terms of objectives that are related to the specific
performance of the employee or the region, Affiliate, subsidiary, unit bank,
department or function within the Bank in which the employee is employed. A
minimum level of performance, at the discretion of the Committee, may be
established.

If, at the end of the performance period, the specified objectives have been
attained, the employee will be deemed to have fully earned the Performance
Award. If such performance objectives are only partially attained, the employee
may be deemed to have partly earned the Performance Award and become eligible
to receive a portion of the total award, as determined by the Committee. If a
required minimum level of achievement has not been met, the employee will be
entitled to no portion of the Performance Award. If, at the end of the
performance period, the employee's performance exceeds the performance
objectives, the employee, at the Committee's discretion, may receive a multiple
of the Performance Award. The Committee may adjust the payment of awards or the
performance objectives at any time if events occur or circumstances arise which
would cause a particular payment or set of performance objectives to be
inappropriate as a measure of performance.

Any employee granted a Performance Award pursuant to this Article VIII, who,
by reason of death, Disability or Retirement, terminates employment before the
end of the performance period may be entitled to receive a portion of any
earned Performance Award. The Committee, in its discretion, will determine the
amount, if any, of the Performance Award earned and the time at which payment
will be made.

An employee who voluntarily terminates employment or whose employment is
terminated involuntarily for Cause will forfeit all rights under the
Performance Award.

8.4 Section 162(m) Provisions. Notwithstanding any other provision of the
Plan to the contrary, and with respect to any employee who is a member of
Regions' Executive Advisory Council, performance objectives established by the
Committee shall be preestablished objective performance goals within the
meaning of Section 162(m) of the Internal Revenue Code and treasury regulations
promulgated thereunder. Furthermore, and notwithstanding any other provision of
the Plan to the contrary, once the Committee has established one or more
performance goals with respect to a Performance Award granted to a member of
the Executive Advisory Council, the Committee shall have no discretion to waive
or alter the goals after the earlier of (i) the expiration of 25 percent of the
performance period or (ii) the date on which the outcome under the goals is
substantially certain.

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ARTICLE IX

Amendment and Termination

9.1 Power to Amend and Terminate Plan. The Board may, at any time, without
further approval of the shareholders, by an instrument in writing, suspend or
terminate the Plan, in whole or in part, or amend it in such respects as the
Board, in its sole discretion, deems appropriate and in the best interests of
the Bank; provided, however, that no amendment shall be made without approval
of the shareholders which would:

(a) change the participants or class of participants eligible to
participate; or

(b) increase the total number of shares of Stock which may be issuable
under the Plan, except to the extent permitted in Article III;

9.2 Restriction on Amendment and Termination. Notwithstanding the provisions
of Section 9.1, no amendment, suspension or termination of this Plan may reduce
or impair any of the rights or obligations of any holder under any then
outstanding award or Stock Option granted, without the consent of the holder.

9.3 Alteration of Awards and Options. The Committee may amend the terms of
any award or option previously granted hereunder, prospectively or
retroactively, but no such amendment shall impair the rights of any holder
without the holder's consent.

ARTICLE X

Unfunded Status of Plan

The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
participant or optionee by the Bank, nothing set forth herein shall give any
such participant or optionee any rights that are greater than those of a
general creditor of the Bank. In its sole discretion, the Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Stock or payment in lieu of, or with respect
to, awards and grants hereunder, provided, however, that the existence of such
trusts or other arrangements is consistent with the unfunded status of the
Plan.

ARTICLE XI

Change of Control

The following acceleration and valuation provisions shall apply in the event
of a "Change of Control", as defined in this Article XI:

(a) In the event of a "Change of Control" as defined in paragraph (b) of
this Article XI, unless otherwise determined by the Committee or the Board
in writing at or after grant, but prior to the occurrence of such Change of
Control, as defined in paragraph (b) of this Article XI:

(i) any Stock Appreciation Rights and any Stock Options awarded under
the Plan which have been outstanding for at least six months, if not
previously exercisable and vested shall become fully exercisable and
vested;

(ii) with the exception of the six-month restriction in Section
7.3(a), the restrictions and deferral limitations applicable to any
Restricted Stock award under the Plan shall lapse and such shares and
awards shall be deemed fully vested; and

(iii) any participant shall be entitled to surrender any outstanding
Stock Options, Stock Appreciation Rights, Restricted Stock or
Performance Awards, or portion thereof, in exchange for a cash payment
to be payable as soon as practicable after the occurrence of the
"Change of Control." In the case of Stock Options and Stock
Appreciation Rights, the cash payment shall be in an amount

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equal to the "Change of Control Price" (as defined in paragraph (c) of
Article XI) less the Exercise Price; and in the case of Restricted
Stock and Performance Awards, the cash payment shall be in an amount
equal to the Change of Control Price.

(b) For purposes of paragraph (a) of this Article XI, a "Change of
Control" means the happening of any of the following:

(i) when any "person," as such term is used in Sections 13(d) and
14(d) of the Exchange Act (other than Regions or an Affiliate or any
Bank employee benefit plan (including its trustee)), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly of securities of the Bank representing 25
percent or more of the combined voting power of Regions' then
outstanding securities;

(ii) when, during any continuous period of 18 months, the individuals
who, at the beginning of such period, constitute the Board cease, for
any reason other than death, to constitute at least a majority thereof;
or

(iii) the occurrence of a transaction requiring stockholder approval
for the acquisition of Regions by an entity other than Regions or an
Affiliate through purchase of assets, or by merger, or otherwise.

(c) For purposes of this Article XI, "Change of Control Price" means the
highest price per share paid in any transaction reported in the principal
market in which Bancshares' shares are traded, or paid in any transaction
relate to a Change of Control of Bancshares at any time during the sixty-
day period ending on the date the Change of Control occurs, except that in
the case of Incentive Stock Options and Stock Appreciation Rights relating
to Incentive Stock Options, such price shall be based only on transactions
reported for the date on which the Committee decides to cash out such Stock
Options and Stock Appreciation Rights.

ARTICLE XII

General Provisions

12.1 Government and Other Regulations. All certificates for shares of Stock
delivered under the Plan shall be subject to such stock transfer orders and
other restrictions as the Committee may deem advisable under the rules,
regulations, and other requirements of the Commission, any stock exchange upon
which the Stock is then listed, and any applicable Federal or state securities
law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.

12.2 No Additional Rights. Nothing set forth in this Plan shall prevent the
Board from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases. The adoption
of the Plan shall not confer upon any employee or director of the Bank any
right to continued employment (or, in the case of a director, continued
retention as a director) with the Bank, nor shall it interfere in any way with
the right of the Bank to terminate the employment of any of its employees at
any time.

12.3 Income Taxes. Each participant shall, no later than the date as of which
the gross income of the participant is recognized for Federal income tax
purposes, pay to the Bank, or make arrangements satisfactory to the Committee
for payment of, any Federal, state, or local income taxes of any kind required
by law to be withheld with respect to the grant or award. The obligations of
the Bank under the Plan shall be conditional on such payment or arrangements
and the Bank (and, where applicable, its Subsidiaries), shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to the participant. A participant may elect to have the
withholding tax obligations or, in the case of all grants and awards hereunder
except Stock Options which have related Stock Appreciation Rights, if the
Committee so determines, any additional tax obligation with respect to any
grants or awards hereunder satisfied by (a)

B-12
<PAGE>

having the Bank withhold shares of Stock otherwise deliverable to the
participant with respect to the award, or (b) delivering to the Bank shares of
unrestricted stock.

If the participant making the election for withholding under (a) above is an
officer of the Bank within the meaning of Section 16(b) of the Securities
Exchange Act of 1934, the election shall be irrevocable and must be made either
(i) during one of the "window" periods described in Rule 16b-3(c)(3)
promulgated under the Securities Exchange Act of 1934, or (ii) at least six
months prior to the date income is recognized with respect to the grant or
award.

12.4 Right of First Refusal. At the time of grant or purchase, the Committee
may provide in connection with any grant, award, or purchase made under this
Plan that the shares of Stock received as a result of such grant, award, or
purchase shall be subject to a right of first refusal, pursuant to which the
participant shall be required to offer the Bank any shares that the participant
wishes to sell, with the price being the then Fair Market Value of the Stock.

12.5 No Effect on Other Transactions. The existence of Stock Options, Stock
Appreciation Rights, Restricted Stock and Performance Shares shall not affect
the right or power of the Bank and its shareholders to make adjustments,
recapitalizations, reorganizations, or other changes to the Bank's capital
structure or its business; issue bonds, debentures, preferred or prior
preference stock affecting the Bank's Stock or the rights thereof; dissolve or
liquidate the Bank, or sell or transfer any part of its assets or business; or
any other corporate act, whether of a similar character or otherwise.

12.6 Construction of Plan. The validity, interpretation, and administration
of the Plan and of any rules, regulations, determinations, or decisions made
thereunder, and the rights of any and all persons having or claiming to have
any interest therein or thereunder, shall be determined exclusively in
accordance with the laws of the State of Alabama. Without limiting the
generality of the foregoing, the period within which any action in connection
with the Plan must be commenced shall be governed by the laws of the State of
Alabama.

12.7 Exemption From Registration of Shares. In the event any shares of Stock
issuable pursuant to the Plan are not registered under the Securities Act of
1933, and if the Bank so requests prior to the delivery of such shares, in
connection with the availability of an exemption from Registration of such
shares under Federal or State securities laws or otherwise, then the optionee
or other holder shall agree to hold any Stock issued under the Plan solely for
investment and without any present intention to resell or distribute the same,
and to dispose of such shares only in compliance with applicable securities
laws and regulations, and shall execute and deliver to the Bank an agreement to
this effect.

12.8 Headings. The headings and subheadings in this Plan have been inserted
for convenience and reference only and are not to be used in construing the
instrument or any provisions hereof.

12.9 Number and Gender. The masculine pronoun used shall include the feminine
pronoun and the singular number shall include the plural number unless the
context of the Plan requires otherwise.

ARTICLE XIII

Effective Dates

Upon approval of this Plan by the shareholders of Regions, the Plan shall
become effective as of January 16, 1991, the date of its adoption by the Board.
If the shareholders do not approve the Plan, the Plan shall not be effective,
and any and all actions taken hereunder shall be null and void or, if
necessary, shall be deemed to have been fully rescinded.

B-13
<PAGE>

ARTICLE XIV

Term of Plan

No Stock Option, Stock Appreciation Right, Restricted Stock or Performance
Award shall be granted pursuant to the Plan on or after the tenth anniversary
of the effective date of the Plan, but grants and awards theretofore made may
extend beyond that date.

B-14
<PAGE>
- ---
| [LOGO APPEARS HERE] REGIONS FINANCIAL CORPORATION

P.O. BOX 10247

BIRMINGHAM, ALABAMA 35202-0247

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints J. Stanley Mackin and Richard D. Horsley, and
each of them, as Proxies, each with the power to appoint his substitute, and
hereby authorizes each to represent and to vote, as designated below, all the
shares of common stock of Regions Financial Corporation ("Regions") held of
record by the undersigned, at the Annual Meeting of stockholders to be held
April 27, 1995, or any adjournment thereof, with respect to the following items
or other matters as may properly come before the meeting:

1. To elect the three nominees for director of Regions listed below:

[_] FOR ALL NOMINEES LISTED BELOW [_] WITHHOLD AUTHORITY TO VOTE FOR ALL
NOMINEES

William R. Boles, Sr., Henry E. Simpson, Robert E. Steiner, III

This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this proxy will be
voted for the nominees listed under Item 1 and "FOR" Proposal 2 and Proposal 3.

(Instruction: To withhold authority to vote for any nominee, write the
nominee's name in the space provided below.)
|
- ---
<PAGE>
Please mark
[X] your votes as
in this example.
AGAINST FOR ABSTAIN
2. Proposal to approve the Management Incentive Plan: [_] [_] [_]

3. Proposal to approve the Amendment to the 1991 Long Term Incentive Plan:
[_] [-] [_]

4. In their discretion on such other business as may properly come before the
meeting or any adjournments thereof.

Should the undersigned be present and elect to vote at the Annual Meeting or
at any adjournment thereof and after notification to the Secretary of Regions at
the meeting of the stockholder's decision to terminate this proxy, then this
proxy shall be deemed terminated as of no further force and effect. This proxy
may also be revoked by submission of a properly executed subsequently dated
proxy or by written notice to Regions for receipt prior to the Annual Meeting.

Dated: , 1995
--------------------------------

---------------------------------------------
(Signature of Stockholder)

Please sign exactly as your name ap-
pears on the address label. When
signing as attorney, executor, ad-
ministrator, trustee or guardian,
please give full title. If shares
are held jointly, each holder must
sign.

| PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
- --- POSTAGE-PREPAID ENVELOPE.