<PAGE>
                                                                    EXHIBIT 10.3

                          REGIONS FINANCIAL CORPORATION
                          1999 LONG-TERM INCENTIVE PLAN

                                    ARTICLE 1
                                     PURPOSE

         1.1.     GENERAL. The purpose of the Regions Financial Corporation 1999
Long-Term Incentive Plan (the "Plan") is to promote the success, and enhance the
value, of Regions Financial Corporation (the "Company"), by linking the personal
interests of its employees, officers and directors to those of Company
stockholders and by providing such persons with an incentive for outstanding
performance. The Plan is further intended to provide flexibility to the Company
in its ability to motivate, attract, and retain the services of employees,
officers and directors upon whose judgment, interest, and special effort the
successful conduct of the Company's operation is largely dependent. Accordingly,
the Plan permits the grant of incentive awards from time to time to selected
employees, officers and directors.

                                    ARTICLE 2
                                 EFFECTIVE DATE

         2.1.     EFFECTIVE DATE. The Plan shall be effective as of the date
upon which it shall be approved by the Board (the "Effective Date"). However,
the Plan shall be submitted to the stockholders of the Company for approval
within 12 months of the Board's approval thereof. No Incentive Stock Options
granted under the Plan may be exercised prior to approval of the Plan by the
stockholders and if the stockholders fail to approve the Plan within 12 months
of the Board's approval thereof, any Incentive Stock Options previously granted
hereunder shall be automatically converted to Non-Qualified Stock Options
without any further act. In the discretion of the Committee, Awards may be made
to Covered Employees which are intended to constitute qualified
performance-based compensation under Code Section 162(m). Any such Awards shall
be contingent upon the stockholders having approved the Plan.

                                    ARTICLE 3
                                   DEFINITIONS

         3.1.     DEFINITIONS. When a word or phrase appears in this Plan with
the initial letter capitalized, and the word or phrase does not commence a
sentence, the word or phrase shall generally be given the meaning ascribed to it
in this Section or in Section 1.1 unless a clearly different meaning is required
by the context. The following words and phrases shall have the following
meanings:

         (a)      "Award" means any Option, Stock Appreciation Right, Restricted
Stock Award, Performance Unit Award, Dividend Equivalent Award, or Other
Stock-Based Award, or any other right or interest relating to Stock or cash,
granted to a Participant under the Plan.

         (b)      "Award Agreement" means any written agreement, contract, or
other instrument or document evidencing an Award.


                                       1
<PAGE>

         (c)      "Board" means the Board of Directors of the Company.

         (d)      "Change in Control" means and includes each of the following:

                  (i)      an acquisition (other than directly from the Company)
of any voting securities of the Company (the "Voting Securities") by any
"Person" ( as the term person is used for the purposes of Section 13(d) or 14(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
immediately after which such Person has beneficial ownership (within the meaning
of Rule l3d-3 promulgated under the Exchange Act) of 50% or more of the combined
voting power of the Company's then-outstanding Voting Securities; provided,
however, in determining whether or not a Change in Control has occurred, Voting
Securities which are acquired in a "Non-Control Acquisition" (as hereinafter
defined) shall not constitute an acquisition which would constitute a Change in
Control. A "Non-Control Acquisition" shall mean (A) an acquisition by (A) any
employee benefit plan (or related trust) sponsored or maintained by the Company
or any Affiliate of the Company, (B) by the Company or (C) any Person in
connection with a Non-Control Transaction (as defined).

                  (ii)     individuals who, as of the date hereof, constitute
the Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or

                  (iii)    The consummation of:

                           (A)      A merger, consolidation or reorganization
with or into the Company in which securities of the Company are issued, unless
such merger, consolidation or reorganization is a "Non-Control Transaction". A
"Non-Control Transaction" is a merger, consolidation or reorganization with or
into the Company or in which securities of the Company are issued where:

                                    (I)      the stockholders of the Company
immediately before such merger, consolidation, or reorganization, own, directly
or indirectly, at least fifty-one percent (51%) of the combined voting power of
the outstanding voting securities of the corporation resulting form such merger,
consolidation or reorganization (the "Surviving Corporation") in substantially
the same proportion as their ownership of the Voting Securities immediately
before such merger, consolidation or reorganization,

                                    (II)     the individuals who were members of
the Board immediately prior tot he execution of the agreement providing for such
merger, consolidation or reorganization constitute at least a majority of the
members of the board of directors of the Surviving Corporation or a corporation
owning directly or indirectly fifty-one percent (51%) or more of the Voting
Securities of the Surviving Corporation, and


                                       2
<PAGE>

                                    (III)    no person other than (i) the
Company, (ii) any subsidiary, (iii) any employee benefit plan (or any trust
forming a part thereof) maintained immediately prior to such merger,
consolidation, or reorganization by the Company owns fifty percent (50%) or more
of the combined voting power of the Surviving Corporation's then-outstanding
voting securities;

                           (B)      A complete liquidation or dissolution of the
Company; or

                           (C)      The sale or other disposition of all or
substantially all of the assets of the Company to any Person.

         Notwithstanding the foregoing, a Change in Control shall not be deemed
to occur solely because any Person (the "Subject Person") acquired Beneficial
Ownership of more than the permitted amount of the outstanding Voting Securities
as a result of the acquisition of Voting Securities by the Company which, by
reducing the number of Voting Securities outstanding, increases the proportional
number of shares Beneficially Owned by the Subject Person, provided that if a
Change in Control would occur (but for the operation of this sentence) and after
such acquisition of Voting Securities by the Company, the Subject Person becomes
the Beneficial Owner of any additional Voting Securities, then a Change in
Control shall occur.

         (e)      "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

         (f)      "Committee" means the committee of the Board described in
Article 4.

         (g)      "Company" means Regions Financial Corporation, a Delaware
corporation.

         (h)      "Covered Employee" means a covered employee as defined in Code
Section 162(m)(3) or the regulations thereunder.

         (i)      "Disability" shall mean any illness or other physical or
mental condition of a Participant that renders the Participant incapable of
performing his customary and usual duties for the Company, or any medically
determinable illness or other physical or mental condition resulting from a
bodily injury, disease or mental disorder which, in the judgment of the
Committee, is permanent and continuous in nature. The Committee may require such
medical or other evidence as it deems necessary to judge the nature and
permanency of the Participant's condition. Notwithstanding the above, with
respect to an Incentive Stock Option, Disability shall mean Permanent and Total
Disability as defined in Section 22(e)(3) of the Code.

         (j)      "Dividend Equivalent" means a right granted to a Participant
under Article 11.

         (k)      "Effective Date" has the meaning assigned such term in Section
2.1.

         (l)      "Fair Market Value", on any date, means (i) if the Stock is
listed on a securities exchange or is traded over the Nasdaq National Market,
the closing sales price on such exchange or over such system on such date or, in
the absence of reported sales on such date, the closing sales price on the
immediately preceding date on which sales were reported, or (ii) if the Stock is
not listed on a securities exchange or traded over the Nasdaq National Market,
the mean between the bid and offered prices as quoted by Nasdaq for such date,
provided that if it is determined


                                       3
<PAGE>

that the fair market value is not properly reflected by such Nasdaq quotations,
Fair Market Value will be determined by such other method as the Committee
determines in good faith to be reasonable.

         (m)      "Incentive Stock Option" means an Option that is intended to
meet the requirements of Section 422 of the Code or any successor provision
thereto.

         (n)      "Merger of Equals" means any Change of Control transaction
approved by the Incumbent Board and specifically designated by the Incumbent
Board as a Merger of Equals.

         (o)      "Non-Qualified Stock Option" means an Option that is not an
Incentive Stock Option.

         (p)      "Option" means a right granted to a Participant under Article
7 of the Plan to purchase Stock at a specified price during specified time
periods. An Option may be either an Incentive Stock Option or a Non-Qualified
Stock Option.

         (q)      "Other Stock-Based Award" means a right, granted to a
Participant under Article 12, that relates to or is valued by reference to Stock
or other Awards relating to Stock.

         (r)      "Parent" means a corporation which owns or beneficially owns a
majority of the outstanding voting stock or voting power of the Company. For
Incentive Stock Options, the term shall have the same meaning as set forth in
Code Section 424(e).

         (s)      "Participant" means a person who, as an employee, officer or
director of the Company or any Subsidiary, has been granted an Award under the
Plan.

         (t)      "Performance Unit" means a right granted to a Participant
under Article 9, to receive cash, Stock, or other Awards, the payment of which
is contingent upon achieving certain performance goals established by the
Committee.

         (u)      "Plan" means the Regions Financial Corporation 1999 Long-Term
Incentive Plan, as amended from time to time.

         (v)      "Restricted Stock Award" means Stock granted to a Participant
under Article 10 that is subject to certain restrictions and to risk of
forfeiture.

         (w)      "Stock" means the $.625 par value Common Stock of the Company,
and such other securities of the Company as may be substituted for Stock
pursuant to Article 14.

         (x)      "Stock Appreciation Right" or "SAR" means a right granted to a
Participant under Article 8 to receive a payment equal to the difference between
the Fair Market Value of a share of Stock as of the date of exercise of the SAR
over the grant price of the SAR, all as determined pursuant to Article 8.

         (y)      "Subsidiary" means any corporation, limited liability company,
partnership or other entity of which a majority of the outstanding voting stock
or voting power is beneficially


                                       4
<PAGE>

owned directly or indirectly by the Company. For Incentive Stock Options, the
term shall have the meaning set forth in Code Section 424(f).

         (z)      "1933 Act" means the Securities Act of 1933, as amended from
time to time.

         (aa)     "1934 Act" means the Securities Exchange Act of 1934, as
amended from time to time.

                                    ARTICLE 4
                                 ADMINISTRATION

         4.1.     COMMITTEE. The Plan shall be administered by the Compensation
Committee of the Board or, at the discretion of the Board from time to time, by
the Board. The Committee shall consist of two or more members of the Board. It
is intended that the directors appointed to serve on the Committee shall be
"non-employee directors" (within the meaning of Rule 16b-3 promulgated under the
1934 Act) and "outside directors" (within the meaning of Code Section 162(m) and
the regulations thereunder) to the extent that Rule 16b-3 and, if necessary for
relief from the limitation under Code Section 162(m) and such relief is sought
by the Company, Code Section 162(m), respectively, are applicable. However, the
mere fact that a Committee member shall fail to qualify under either of the
foregoing requirements shall not invalidate any Award made by the Committee
which Award is otherwise validly made under the Plan. The members of the
Committee shall be appointed by, and may be changed at any time and from time to
time in the discretion of, the Board. During any time that the Board is acting
as administrator of the Plan, it shall have all the powers of the Committee
hereunder, and any reference herein to the Committee (other than in this Section
4.1) shall include the Board.

         4.2.     ACTION BY THE COMMITTEE. For purposes of administering the
Plan, the following rules of procedure shall govern the Committee. A majority of
the Committee shall constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present, and acts approved
unanimously in writing by the members of the Committee in lieu of a meeting,
shall be deemed the acts of the Committee. Each member of the Committee is
entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any officer or other employee of the Company or any
Parent or Subsidiary, the Company's independent certified public accountants, or
any executive compensation consultant or other professional retained by the
Company to assist in the administration of the Plan.

         4.3.     AUTHORITY OF COMMITTEE. The Committee has the exclusive power,
authority and discretion to:

         (a)      Designate Participants;

         (b)      Determine the type or types of Awards to be granted to each
Participant;

         (c)      Determine the number of Awards to be granted and the number of
shares of Stock to which an Award will relate;

         (d)      Determine the terms and conditions of any Award granted under
the Plan, including but not limited to, the exercise price, grant price, or
purchase price, any restrictions or


                                       5
<PAGE>

limitations on the Award, any schedule for lapse of forfeiture restrictions or
restrictions on the exercisability of an Award, and accelerations or waivers
thereof, based in each case on such considerations as the Committee in its sole
discretion determines;

         (e)      Accelerate the vesting or lapse of restrictions of any
outstanding Award, based in each case on such considerations as the Committee in
its sole discretion determines;

         (f)      Determine whether, to what extent, and under what
circumstances an Award may be settled in, or the exercise price of an Award may
be paid in, cash, Stock, other Awards, or other property, or an Award may be
canceled, forfeited, or surrendered;

         (g)      Prescribe the form of each Award Agreement, which need not be
identical for each Participant;

         (h)      Decide all other matters that must be determined in connection
with an Award;

         (i)      Establish, adopt or revise any rules and regulations as it may
deem necessary or advisable to administer the Plan;

         (j)      Make all other decisions and determinations that may be
required under the Plan or as the Committee deems necessary or advisable to
administer the Plan; and

         (k)      Amend the Plan or any Award Agreement as provided herein.

         4.4.     DECISIONS BINDING. The Committee's interpretation of the Plan,
any Awards granted under the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.

                                    ARTICLE 5
                           SHARES SUBJECT TO THE PLAN

         5.1.     NUMBER OF SHARES. Subject to adjustment as provided in Section
14.1, the aggregate number of shares of Stock reserved and available for Awards
or which may be used to provide a basis of measurement for or to determine the
value of an Award (such as with a Stock Appreciation Right or Performance Unit
Award) shall be ten million (10,000,000 shares. Not more than 10% of the total
authorized shares may be granted as Awards of Restricted Stock or unrestricted
Stock Awards.

         5.2.     LAPSED AWARDS. To the extent that an Award is canceled,
terminates, expires or lapses for any reason, any shares of Stock subject to the
Award will again be available for the grant of an Award under the Plan and
shares subject to SARs or other Awards settled in cash will be available for the
grant of an Award under the Plan.

         5.3.     STOCK DISTRIBUTED. Any Stock distributed pursuant to an Award
may consist, in whole or in part, of authorized and unissued Stock, treasury
Stock or Stock purchased on the open market.


                                       6
<PAGE>

         5.4.     LIMITATION ON AWARDS. Notwithstanding any provision in the
Plan to the contrary (but subject to adjustment as provided in Section 14.1),
the maximum number of shares of Stock with respect to one or more Options and/or
SARs that may be granted during any one calendar year under the Plan to any one
Covered Employee shall be 150,000. The maximum fair market value (measured as of
the date of grant) of any Awards other than Options and SARs that may be
received by a Covered Employee (less any consideration paid by the Participant
for such Award) during any one calendar year under the Plan shall be $4,000,000.

                                    ARTICLE 6
                                   ELIGIBILITY

         6.1.     GENERAL. Awards may be granted only to individuals who are
employees, officers or directors of the Company or a Parent or Subsidiary.

                                    ARTICLE 7
                                  STOCK OPTIONS

         7.1.     GENERAL. The Committee is authorized to grant Options to
Participants on the following terms and conditions:

         (a)      EXERCISE PRICE. The exercise price per share of Stock under an
Option shall be determined by the Committee, provided that the exercise price
for any Option shall not be less than the Fair Market Value as of the date of
the grant.

         (b)      TIME AND CONDITIONS OF EXERCISE. The Committee shall determine
the time or times at which an Option may be exercised in whole or in part. The
Committee also shall determine the performance or other conditions, if any, that
must be satisfied before all or part of an Option may be exercised. The
Committee may waive any exercise provisions at any time in whole or in part
based upon factors as the Committee may determine in its sole discretion so that
the Option becomes exercisable at an earlier date.

         (c)      PAYMENT. The Committee shall determine the methods by which
the exercise price of an Option may be paid, the form of payment, including,
without limitation, cash, shares of Stock, or other property (including
"cashless exercise" arrangements), and the methods by which shares of Stock
shall be delivered or deemed to be delivered to Participants; provided that if
shares of Stock surrendered in payment of the exercise price were themselves
acquired otherwise than on the open market, such shares shall have been held by
the Participant for at least six months.

         (d)      EVIDENCE OF GRANT. All Options shall be evidenced by a written
Award Agreement between the Company and the Participant. The Award Agreement
shall include such provisions, not inconsistent with the Plan, as may be
specified by the Committee.

         7.2.     INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock
Options granted under the Plan must comply with the following additional rules:


                                       7
<PAGE>

         (a)      EXERCISE PRICE. The exercise price per share of Stock shall be
set by the Committee, provided that the exercise price for any Incentive Stock
Option shall not be less than the Fair Market Value as of the date of the grant.

         (b)      EXERCISE. In no event may any Incentive Stock Option be
exercisable for more than ten years from the date of its grant.

         (c)      LAPSE OF OPTION. An Incentive Stock Option shall lapse under
the earliest of the following circumstances; provided, however, that the
Committee may, prior to the lapse of the Incentive Stock Option under the
circumstances described in paragraphs (3), (4) and (5) below, provide in writing
that the Option will extend until a later date, but if Option is exercised after
the dates specified in paragraphs (3), (4) and (5) below, it will automatically
become a Non-Qualified Stock Option:

                  (1)      The Incentive Stock Option shall lapse as of the
option expiration date set forth in the Award Agreement.

                  (2)      The Incentive Stock Option shall lapse ten years
after it is granted, unless an earlier time is set in the Award Agreement.

                  (3)      If the Participant terminates employment for any
reason other than as provided in paragraph (4) or (5) below, the Incentive Stock
Option shall lapse, unless it is previously exercised, three months after the
Participant's termination of employment; provided, however, that if the
Participant's employment is terminated by the Company for cause or by the
Participant without the consent of the Company, the Incentive Stock Option shall
(to the extent not previously exercised) lapse immediately.

                  (4)      If the Participant terminates employment by reason of
his Disability, the Incentive Stock Option shall lapse, unless it is previously
exercised, one year after the Participant's termination of employment.

                  (5)      If the Participant dies while employed, or during the
three-month period described in paragraph (3) or during the one-year period
described in paragraph (4) and before the Option otherwise lapses, the Option
shall lapse one year after the Participant's death. Upon the Participant's
death, any exercisable Incentive Stock Options may be exercised by the
Participant's beneficiary, determined in accordance with Section 13.6.

         Unless the exercisability of the Incentive Stock Option is accelerated
as provided in Article 13, if a Participant exercises an Option after
termination of employment, the Option may be exercised only with respect to the
shares that were otherwise vested on the Participant's termination of
employment.

         (d)      INDIVIDUAL DOLLAR LIMITATION. The aggregate Fair Market Value
(determined as of the time an Award is made) of all shares of Stock with respect
to which Incentive Stock Options are first exercisable by a Participant in any
calendar year may not exceed $100,000.00.


                                       8
<PAGE>

         (e)      TEN PERCENT OWNERS. No Incentive Stock Option shall be granted
to any individual who, at the date of grant, owns stock possessing more than ten
percent of the total combined voting power of all classes of stock of the
Company or any Parent or Subsidiary unless the exercise price per share of such
Option is at least 110% of the Fair Market Value per share of Stock at the date
of grant and the Option expires no later than five years after the date of
grant.

         (f)      EXPIRATION OF INCENTIVE STOCK OPTIONS. No Award of an
Incentive Stock Option may be made pursuant to the Plan after the day
immediately prior to the tenth anniversary of the Effective Date.

         (g)      RIGHT TO EXERCISE. During a Participant's lifetime, an
Incentive Stock Option may be exercised only by the Participant or, in the case
of the Participant's Disability, by the Participant's guardian or legal
representative.

         (h)      DIRECTORS. The Committee may not grant an Incentive Stock
Option to a non-employee director. The Committee may grant an Incentive Stock
Option to a director who is also an employee of the Company or Parent or
Subsidiary but only in that individual's position as an employee and not as a
director.

                                    ARTICLE 8
                            STOCK APPRECIATION RIGHTS

         8.1.     GRANT OF SARS. The Committee is authorized to grant SARs to
Participants on the following terms and conditions:

         (a)      RIGHT TO PAYMENT. Upon the exercise of a Stock Appreciation
Right, the Participant to whom it is granted has the right to receive the
excess, if any, of:

                  (1)      The Fair Market Value of one share of Stock on the
date of exercise; over

                  (2)      The grant price of the Stock Appreciation Right as
determined by the Committee, which shall not be less than the Fair Market Value
of one share of Stock on the date of grant.

         (b)      OTHER TERMS. All awards of Stock Appreciation Rights shall be
evidenced by an Award Agreement. The terms, methods of exercise, methods of
settlement, form of consideration payable in settlement, and any other terms and
conditions of any Stock Appreciation Right shall be determined by the Committee
at the time of the grant of the Award and shall be reflected in the Award
Agreement.

                                    ARTICLE 9
                                PERFORMANCE UNITS

         9.1.     GRANT OF PERFORMANCE UNITS. The Committee is authorized to
grant Performance Units to Participants on such terms and conditions as may be
selected by the Committee. The Committee shall have the complete discretion to
determine the number of Performance Units granted to each Participant. All
Awards of Performance Units shall be evidenced by an Award Agreement.


                                       9
<PAGE>

         9.2.     RIGHT TO PAYMENT. A grant of Performance Units gives the
Participant rights, valued as determined by the Committee, and payable to, or
exercisable by, the Participant to whom the Performance Units are granted, in
whole or in part, as the Committee shall establish at grant or thereafter. The
Committee shall set performance goals and other terms or conditions to payment
of the Performance Units in its discretion which, depending on the extent to
which they are met, will determine the number and value of Performance Units
that will be paid to the Participant.

         9.3.     OTHER TERMS. Performance Units may be payable in cash, Stock,
or other property, and have such other terms and conditions as determined by the
Committee and reflected in the Award Agreement.

                                   ARTICLE 10
                             RESTRICTED STOCK AWARDS

         10.1.    GRANT OF RESTRICTED STOCK. The Committee is authorized to make
Awards of Restricted Stock to Participants in such amounts and subject to such
terms and conditions as may be selected by the Committee. All Awards of
Restricted Stock shall be evidenced by a Restricted Stock Award Agreement.

         10.2.    ISSUANCE AND RESTRICTIONS. Restricted Stock shall be subject
to such restrictions on transferability and other restrictions as the Committee
may impose (including, without limitation, limitations on the right to vote
Restricted Stock or the right to receive dividends on the Restricted Stock).
These restrictions may lapse separately or in combination at such times, under
such circumstances, in such installments, upon the satisfaction of performance
goals or otherwise, as the Committee determines at the time of the grant of the
Award or thereafter.

         10.3.    FORFEITURE. Except as otherwise determined by the Committee at
the time of the grant of the Award or thereafter, upon termination of employment
during the applicable restriction period or upon failure to satisfy a
performance goal during the applicable restriction period, Restricted Stock that
is at that time subject to restrictions shall be forfeited and reacquired by the
Company; provided, however, that the Committee may provide in any Award
Agreement that restrictions or forfeiture conditions relating to Restricted
Stock will be waived in whole or in part in the event of terminations resulting
from specified causes, and the Committee may in other cases waive in whole or in
part restrictions or forfeiture conditions relating to Restricted Stock.

         10.4.    CERTIFICATES FOR RESTRICTED STOCK. Restricted Stock granted
under the Plan may be evidenced in such manner as the Committee shall determine.
If certificates representing shares of Restricted Stock are registered in the
name of the Participant, certificates must bear an appropriate legend referring
to the terms, conditions, and restrictions applicable to such Restricted Stock.

                                   ARTICLE 11
                              DIVIDEND EQUIVALENTS

         11.1.    GRANT OF DIVIDEND EQUIVALENTS. The Committee is authorized to
grant Dividend Equivalents to Participants subject to such terms and conditions
as may be selected by the


                                       10
<PAGE>

Committee. Dividend Equivalents shall entitle the Participant to receive
payments equal to dividends with respect to all or a portion of the number of
shares of Stock subject to an Award, as determined by the Committee. The
Committee may provide that Dividend Equivalents be paid or distributed when
accrued or be deemed to have been reinvested in additional shares of Stock, or
otherwise reinvested.

                                   ARTICLE 12
                            OTHER STOCK-BASED AWARDS

         12.1.    GRANT OF OTHER STOCK-BASED AWARDS. The Committee is
authorized, subject to limitations under applicable law, to grant to
Participants such other Awards that are payable in, valued in whole or in part
by reference to, or otherwise based on or related to shares of Stock, as deemed
by the Committee to be consistent with the purposes of the Plan, including
without limitation shares of Stock awarded purely as a "bonus" and not subject
to any restrictions or conditions, convertible or exchangeable debt securities,
other rights convertible or exchangeable into shares of Stock, and Awards valued
by reference to book value of shares of Stock or the value of securities of or
the performance of specified Parents or Subsidiaries. The Committee shall
determine the terms and conditions of such Awards.

                                   ARTICLE 13
                         PROVISIONS APPLICABLE TO AWARDS

         13.1.    STAND-ALONE, TANDEM, AND SUBSTITUTE AWARDS. Awards granted
under the Plan may, in the discretion of the Committee, be granted either alone
or in addition to, in tandem with, or in substitution for, any other Award
granted under the Plan. If an Award is granted in substitution for another
Award, the Committee may require the surrender of such other Award in
consideration of the grant of the new Award. Awards granted in addition to or in
tandem with other Awards may be granted either at the same time as or at a
different time from the grant of such other Awards.

         13.2.    EXCHANGE PROVISIONS. The Committee may at any time offer to
exchange or buy out any previously granted Award for a payment in cash, Stock,
or another Award (subject to Section 14.1), based on the terms and conditions
the Committee determines and communicates to the Participant at the time the
offer is made, and after taking into account the tax, securities and accounting
effects of such an exchange.

         13.3.    TERM OF AWARD. The term of each Award shall be for the period
as determined by the Committee, provided that in no event shall the term of any
Incentive Stock Option or a Stock Appreciation Right granted in tandem with the
Incentive Stock Option exceed a period of ten years from the date of its grant
(or, if Section 7.2(e) applies, five years from the date of its grant).

         13.4.    FORM OF PAYMENT FOR AWARDS. Subject to the terms of the Plan
and any applicable law or Award Agreement, payments or transfers to be made by
the Company or a Parent or Subsidiary on the grant or exercise of an Award may
be made in such form as the Committee determines at or after the time of grant,
including without limitation, cash, Stock, other Awards, or other property, or
any combination, and may be made in a single payment or


                                       11
<PAGE>

transfer, in installments, or on a deferred basis, in each case determined in
accordance with rules adopted by, and at the discretion of, the Committee.

         13.5.    LIMITS ON TRANSFER. No right or interest of a Participant in
any unexercised or restricted Award may be pledged, encumbered, or hypothecated
to or in favor of any party other than the Company or a Parent or Subsidiary, or
shall be subject to any lien, obligation, or liability of such Participant to
any other party other than the Company or a Parent or Subsidiary. No unexercised
or restricted Award shall be assignable or transferable by a Participant other
than by will or the laws of descent and distribution or, except in the case of
an Incentive Stock Option, pursuant to a domestic relations order that would
satisfy Section 414(p)(1)(A) of the Code if such Section applied to an Award
under the Plan; provided, however, that the Committee may (but need not) permit
other transfers where the Committee concludes that such transferability (i) does
not result in accelerated taxation, (ii) does not cause any Option intended to
be an incentive stock option to fail to be described in Code Section 422(b), and
(iii) is otherwise appropriate and desirable, taking into account any factors
deemed relevant, including without limitation, any state or federal taxor
securities laws or regulations applicable to transferable Awards.

         13.6.    BENEFICIARIES. Notwithstanding Section 13.5, a Participant
may, in the manner determined by the Committee, designate a beneficiary to
exercise the rights of the Participant and to receive any distribution with
respect to any Award upon the Participant's death. A beneficiary, legal
guardian, legal representative, or other person claiming any rights under the
Plan is subject to all terms and conditions of the Plan and any Award Agreement
applicable to the Participant, except to the extent the Plan and Award Agreement
otherwise provide, and to any additional restrictions deemed necessary or
appropriate by the Committee. If no beneficiary has been designated or survives
the Participant, payment shall be made to the Participant's estate. Subject to
the foregoing, a beneficiary designation may be changed or revoked by a
Participant at any time provided the change or revocation is filed with the
Committee.

         13.7.    STOCK CERTIFICATES. All Stock certificates delivered under the
Plan are subject to any stop-transfer orders and other restrictions as the
Committee deems necessary or advisable to comply with federal or state
securities laws, rules and regulations and the rules of any national securities
exchange or automated quotation system on which the Stock is listed, quoted, or
traded. The Committee may place legends on any Stock certificate to reference
restrictions applicable to the Stock.

         13.8.    ACCELERATION UPON A CHANGE IN CONTROL. Except as otherwise
provided in the Award Agreement, upon the occurrence of a Change in Control
which is not a Merger of Equals, all outstanding Options, Stock Appreciation
Rights, and other Awards in the nature of rights that may be exercised shall
become fully exercisable and all restrictions on outstanding Awards shall lapse;
provided, however that such acceleration will not occur if, in the opinion of
the Company's accountants, such acceleration would preclude the use of "pooling
of interest" accounting treatment for a Change in Control transaction that (a)
would otherwise qualify for such accounting treatment, and (b) is contingent
upon qualifying for such accounting treatment. To the extent that this provision
causes Incentive Stock Options to exceed the dollar limitation set forth in
Section 7.2(d), the excess Options shall be deemed to be Non-Qualified Stock
Options.


                                       12
<PAGE>

         13.9.    ACCELERATION UPON CERTAIN EVENTS NOT CONSTITUTING A CHANGE IN
CONTROL. In the event of the occurrence of any circumstance, transaction or
event not constituting a Change in Control (as defined in Section 3.1) but which
the Board of Directors deems to be, or to be reasonably likely to lead to, an
effective change in control of the Company of a nature that would be required to
be reported in response to Item 6(e) of Schedule 14A of the 1934 Act, the
Committee may in its sole discretion declare all outstanding Options, Stock
Appreciation Rights, and other Awards in the nature of rights that may be
exercised to be fully exercisable, and/or all restrictions on all outstanding
Awards to have lapsed, in each case, as of such date as the Committee may, in
its sole discretion, declare, which may be on or before the consummation of such
transaction or event. To the extent that this provision causes Incentive Stock
Options to exceed the dollar limitation set forth in Section 7.2(d), the excess
Options shall be deemed to be Non-Qualified Stock Options.

         13.10.   ACCELERATION FOR ANY OTHER REASON. Regardless of whether an
event has occurred as described in Section 13.8 or 13.9 above, the Committee may
in its sole discretion at any time determine that all or a portion of a
Participant's Options, Stock Appreciation Rights, and other Awards in the nature
of rights that may be exercised shall become fully or partially exercisable,
and/or that all or a part of the restrictions on all or a portion of the
outstanding Awards shall lapse, in each case, as of such date as the Committee
may, in its sole discretion, declare. The Committee may discriminate among
Participants and among Awards granted to a Participant in exercising its
discretion pursuant to this Section 13.10.

         13.11.   EFFECT OF ACCELERATION. If an Award is accelerated under
Section 13.8 or 13.9, the Committee may, in its sole discretion, provide (i)
that the Award will expire after a designated period of time after such
acceleration to the extent not then exercised, (ii) that the Award will be
settled in cash rather than Stock, (iii) that the Award will be assumed by
another party to the transaction giving rise to the acceleration or otherwise be
equitably converted in connection with such transaction, or (iv) any combination
of the foregoing. The Committee's determination need not be uniform and may be
different for different Participants whether or not such Participants are
similarly situated.

         13.12.   PERFORMANCE GOALS. The Committee may determine that any Award
granted pursuant to this Plan to a Participant (including, but not limited to,
Participants who are Covered Employees) shall be determined solely on the basis
of (a) the achievement by the Company or a Parent or Subsidiary of a specified
target return, or target growth in return, on equity or assets, (b) the
Company's total shareholder return (stock price appreciation plus reinvested
dividends) relative to a defined comparison group or target over a specified
performance period, (c) the Company's stock price, (d) the achievement by an
individual, the Company, or a business unit of the Company, Parent or Subsidiary
of a specified target, or target growth in, revenues, net income or earnings per
share or decrease in expense, (e) the achievement of objectively determinable
goals with respect to service or product delivery, service or product quality,
customer satisfaction, meeting budgets and/or retention of employees or (f) any
combination of the goals set forth in (a) through (e) above. If an Award is made
on such basis, the Committee shall establish goals prior to the beginning of the
period for which such performance goal relates (or such later date as may be
permitted under Code Section 162(m) or the regulations thereunder) and the
Committee may for any reason reduce (but not increase) any Award,
notwithstanding the achievement of a specified goal. Any payment of an Award
granted with performance goals shall


                                       13
<PAGE>

be conditioned on the written certification of the Committee in each case that
the performance goals and any other material conditions were satisfied.

         13.13.   TERMINATION OF EMPLOYMENT. Whether military, government or
other service or other leave of absence shall constitute a termination of
employment shall be determined in each case by the Committee at its discretion,
and any determination by the Committee shall be final and conclusive. A
termination of employment shall not occur in a circumstance in which a
Participant transfers from the Company to one of its Parents or Subsidiaries,
transfers from a Parent or Subsidiary to the Company, or transfers from one
Parent or Subsidiary to another Parent or Subsidiary.

                                   ARTICLE 14
                          CHANGES IN CAPITAL STRUCTURE

         14.1.    GENERAL. In the event a stock dividend is declared upon the
Stock, the authorization limits under Section 5.1 and 5.4 shall be increased
proportionately, and the shares of Stock then subject to each Award shall be
increased proportionately without any change in the aggregate purchase price
therefor. In the event the Stock shall be changed into or exchanged for a
different number or class of shares of stock or securities of the Company or of
another corporation, whether through reorganization, recapitalization,
reclassification, share exchange, stock split-up, combination of shares, merger
or consolidation, the authorization limits under Section 5.1 and 5.4 shall be
adjusted proportionately, and there shall be substituted for each such share of
Stock then subject to each Award the number and class of shares into which each
outstanding share of Stock shall be so exchanged, all without any change in the
aggregate purchase price for the shares then subject to each Award, or, subject
to Section 15.2, there shall be made such other equitable adjustment as the
Committee shall approve.

                                   ARTICLE 15
                     AMENDMENT, MODIFICATION AND TERMINATION

         15.1.    AMENDMENT, MODIFICATION AND TERMINATION. The Board or the
Committee may, at any time and from time to time, amend, modify or terminate the
Plan without stockholder approval; provided, however, that the Board or
Committee may condition any amendment or modification on the approval of
stockholders of the Company if such approval is necessary or deemed advisable
with respect to tax, securities or other applicable laws, policies or
regulations.

         15.2.    AWARDS PREVIOUSLY GRANTED. At any time and from time to time,
the Committee may amend, modify or terminate any outstanding Award without
approval of the Participant; provided, however, that, subject to the terms of
the applicable Award Agreement, such amendment, modification or termination
shall not, without the Participant's consent, reduce or diminish the value of
such Award determined as if the Award had been exercised, vested, cashed in or
otherwise settled on the date of such amendment or termination. No termination,
amendment, or modification of the Plan shall adversely affect any Award
previously granted under the Plan, without the written consent of the
Participant.


                                       14
<PAGE>

                                   ARTICLE 16
                               GENERAL PROVISIONS

         16.1.    NO RIGHTS TO AWARDS. No Participant or eligible participant
shall have any claim to be granted any Award under the Plan, and neither the
Company nor the Committee is obligated to treat Participants or eligible
participants uniformly.

         16.2.    NO STOCKHOLDER RIGHTS. No Award gives the Participant any of
the rights of a stockholder of the Company unless and until shares of Stock are
in fact issued to such person in connection with such Award.

         16.3.    WITHHOLDING. The Company or any Parent or Subsidiary shall
have the authority and the right to deduct or withhold, or require a Participant
to remit to the Company, an amount sufficient to satisfy federal, state, and
local taxes (including the Participant's FICA obligation) required by law to be
withheld with respect to any taxable event arising as a result of the Plan. With
respect to withholding required upon any taxable event under the Plan, the
Committee may, at the time the Award is granted or thereafter, require that any
such withholding requirement be satisfied, in whole or in part, by withholding
shares of Stock having a Fair Market Value on the date of withholding equal to
the amount required to be withheld for tax purposes, all in accordance with such
procedures as the Committee establishes.

         16.4.    NO RIGHT TO CONTINUED SERVICE. Nothing in the Plan or any
Award Agreement shall interfere with or limit in any way the right of the
Company or any Parent or Subsidiary to terminate any Participant's employment or
status as an officer or director at any time, nor confer upon any Participant
any right to continue as an employee, officer or director of the Company or any
Parent or Subsidiary.

         16.5.    UNFUNDED STATUS OF AWARDS. The Plan is intended to be an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments not yet made to a Participant pursuant to an Award, nothing contained
in the Plan or any Award Agreement shall give the Participant any rights that
are greater than those of a general creditor of the Company or any Parent or
Subsidiary.

         16.6.    INDEMNIFICATION. To the extent allowable under applicable law,
each member of the Committee shall be indemnified and held harmless by the
Company from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by such member in connection with or resulting from any
claim, action, suit, or proceeding to which such member may be a party or in
which he may be involved by reason of any action or failure to act under the
Plan and against and from any and all amounts paid by such member in
satisfaction of judgment in such action, suit, or proceeding against him
provided he gives the Company an opportunity, at its own expense, to handle and
defend the same before he undertakes to handle and defend it on his own behalf.
The foregoing right of indemnification shall not be exclusive of any other
rights of indemnification to which such persons may be entitled under the
Company's Articles of Incorporation or Bylaws, as a matter of law, or otherwise,
or any power that the Company may have to indemnify them or hold them harmless.


                                       15
<PAGE>

         16.7.    RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan
shall be taken into account in determining any benefits under any pension,
retirement, savings, profit sharing, group insurance, welfare or benefit plan of
the Company or any Parent or Subsidiary unless provided otherwise in such other
plan.

         16.8.    EXPENSES. The expenses of administering the Plan shall be
borne by the Company and its Parents or Subsidiaries.

         16.9.    TITLES AND HEADINGS. The titles and headings of the Sections
in the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control.

         16.10.   GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

         16.11.   FRACTIONAL SHARES. No fractional shares of Stock shall be
issued and the Committee shall determine, in its discretion, whether cash shall
be given in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding up.

         16.12.   GOVERNMENT AND OTHER REGULATIONS. The obligation of the
Company to make payment of awards in Stock or otherwise shall be subject to all
applicable laws, rules, and regulations, and to such approvals by government
agencies as may be required. The Company shall be under no obligation to
register under the 1933 Act, or any state securities act, any of the shares of
Stock paid under the Plan. The shares paid under the Plan may in certain
circumstances be exempt from registration under the 1933 Act, and the Company
may restrict the transfer of such shares in such manner as it deems advisable to
ensure the availability of any such exemption.

         16.13.   GOVERNING LAW. To the extent not governed by federal law, the
Plan and all Award Agreements shall be construed in accordance with and governed
by the laws of the State of Delaware.

         16.14.   ADDITIONAL PROVISIONS. Each Award Agreement may contain such
other terms and conditions as the Committee may determine; provided that such
other terms and conditions are not inconsistent with the provisions of this
Plan.

         The foregoing is hereby acknowledged as being the Regions Financial
Corporation 1999 Long-Term Incentive Plan as adopted by the Board of Directors
of the Company on March 17, 1999.


                                REGIONS FINANCIAL CORPORATION



                                By: /s/ Carl E. Jones, Jr.
                                   ------------------------------------------
                                   Its: President and Chief Executive Officer


                                       16