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                                                                    EXHIBIT 10.5

                          REGIONS FINANCIAL CORPORATION

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                         EFFECTIVE AS OF JANUARY 1, 1999

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                          REGIONS FINANCIAL CORPORATION

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                PAGE
                                                                                                ----
<S>            <C>           <C>                                                                <C>
ARTICLE I -- PURPOSE AND EFFECTIVE DATE..........................................................
               1.1           Title...............................................................
               1.2           Purpose.............................................................
               1.3           Effective Date and Relationship to Existing Contracts...............

ARTICLE II - DEFINITIONS AND CONSTRUCTION OF THE PLAN DOCUMENT...................................
               2.1           Beneficiary.........................................................
               2.2           Board...............................................................
               2.3           Change of Control...................................................
               2.4           Committee...........................................................
               2.5           Company.............................................................
               2.6           Executive...........................................................
               2.7           Gender and Number...................................................
               2.8           Named Fiduciary.....................................................
               2.9           Merger of Equals....................................................
               2.10          Participant.........................................................
               2.11          Plan................................................................
               2.12          Plan Year...........................................................
               2.13          Retirement Plan.....................................................
               2.14          Titles..............................................................

ARTICLE III -- ELIGIBILITY.......................................................................
               3.1           Eligibility.........................................................

ARTICLE IV -- BENEFITS...........................................................................
               4.1           Benefits subject to the conditions set out in Section 4.2...........
                             (A)            Retirement...........................................
                             (B)            Disability...........................................
                             (C)            Early Retirement.....................................
                             (D)            Death................................................
                             (E)            Certain Termination of Employment....................
               4.2           Payment Conditions..................................................

ARTICLE V -- BENEFICIARY.........................................................................
               5.1           Beneficiary Designation.............................................
</TABLE>


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<TABLE>
<S>            <C>           <C>                                                                  <C>
               5.2           Proper Beneficiary..................................................
               5.3           Minor or Incompetent Beneficiary....................................

ARTICLE VI -- ADMINISTRATION OF THE PLAN.........................................................
               6.1           Majority Vote.......................................................
               6.2           Finality of Determination...........................................
               6.3           Certificates and Reports............................................
               6.4           Indemnification and Exculpation.....................................
               6.5           Expenses............................................................

ARTICLE VII -- CLAIMS PROCEDURE..................................................................
               7.1           Written Claim.......................................................
               7.2           Denied Claim........................................................
               7.3           Review Procedure....................................................
               7.4           Committee Review....................................................

ARTICLE VIII -- NATURE OF COMPANY'S OBLIGATION...................................................
               8.1           Company's Obligation................................................
               8.2           Creditor Status.....................................................

ARTICLE IX -- CHANGE OF CONTROL PROVISIONS.......................................................
                             ....................................................................
               9.1           Additional Payments on Change of Control............................
               9.2           ....................................................................

ARTICLE X -- MISCELLANEOUS.......................................................................
               10.1          Written Notice......................................................
               10.2          Change of Address...................................................
               10.3          Merger, Consolidation or Acquisition................................
               10.4          Amendment and Termination...........................................
               10.5          Employment..........................................................
               10.6          Non-transferability.................................................
               10.7          Legal Fees..........................................................
               10.8          Tax Withholding.....................................................
               10.9          Acceleration of Payment.............................................
               10.10         Applicable Law......................................................
               10.11         Independence of Benefits............................................
               10.12         Leaves of Absence...................................................
</TABLE>


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                     ARTICLE I -- PURPOSE AND EFFECTIVE DATE

         I.1      TITLE. This Plan shall be known as the Regions Financial
Corporation Supplemental Executive Retirement Plan (hereinafter referred to as
the "Plan").

         I.2      PURPOSE. The purpose of the Plan is to permit certain members
of management and highly compensated employees to receive retirement benefits
that supplement retirement benefits payable from the Regions Financial
Corporation Retirement Plan.

         I.3      EFFECTIVE DATE AND RELATIONSHIP TO EXISTING CONTRACTS.

         (a)      The effective date of this Plan shall be January 1, 1999.

         (b)      For Participants in the Plan as of December 31, 1998, the Plan
                  amends and restates -- in one document -- the terms of the
                  supplemental retirement contracts previously executed by and
                  between Regions Financial Corporation and each such
                  Participant. By participating in this Plan, each such
                  Participant in the Plan as of December 31, 1998, agrees that
                  such supplemental retirement contract shall cease to have any
                  force or effect as of January 1, 1999, and that such
                  Participant's rights to supplemental retirement benefits on
                  and after January 1, 1999, whether accrued before or after
                  January 1, 1999, will be determined exclusively by the terms
                  of this document, as amended from time to time.

         (c)      For Participants who first enter the Plan on or after January
                  1, 1999, each such Participant agrees that, by participating
                  in this Plan and accruing benefits hereunder, any benefits
                  paid under this Plan as a result of a Change of Control that
                  is not a Merger of Equals shall supersede and be in lieu of
                  any and all benefits that would otherwise be payable under any
                  Change of Control Agreement between the Participant and the
                  Company. For this purpose, the term "Change of Control
                  Agreement" shall mean any agreement entitled a Change of
                  Control Agreement or otherwise designated by the Company's
                  Incumbent Board (as defined in Section 2.3) as a Change of
                  Control Agreement.

         ARTICLE II - DEFINITIONS AND CONSTRUCTION OF THE PLAN DOCUMENT

         II.1     BENEFICIARY. "Beneficiary" shall mean the person or persons or
the estate of a Participant entitled to receive any benefits under this Plan.

         II.2     BOARD. "Board" shall mean the Board of Directors of Regions
Financial Corporation.


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         II.3     CHANGE OF CONTROL. A "Change of Control" means any 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 of 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 of 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 hereinafter 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 from 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,


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                                    (II)     the individuals who were members of
                           the Board immediately prior to the 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

                                    (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 of 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 of
         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 of Control shall occur.

         II.4     COMMITTEE. "Committee" means the Compensation Committee of the
Board.

         II.5     COMPANY. "Company" shall mean Regions Financial Corporation
and its subsidiaries and affiliated companies. The term "Company" shall also
mean any successor to Regions Financial Corporation by way of merger, asset
purchase, or any other business combination.

         II.6     EXECUTIVE. "Executive" shall mean any member of management or
highly compensated employee who is eligible to participate in the Company's
Retirement Plan.

         II.7     GENDER AND NUMBER. Wherever the context so requires, masculine
pronouns include the feminine and singular words shall include the plural.

         II.8     NAMED FIDUCIARY. "Named Fiduciary", for purposes of the claims
procedure of this


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Plan, shall mean the Compensation Committee of the Board.

         II.9     MERGER OF EQUALS. The term "Merger of Equals" shall mean any
Change of Control transaction approved by the Company's Incumbent Board (as
defined in Section 2.3 above) and specifically designated by the Incumbent Board
as a merger of equals.

         II.10    PARTICIPANT. "Participant" means an Executive who is
participating in the Plan pursuant to a resolution of the Committee.

         II.11    PLAN. "Plan" means this Regions Financial Corporation
Supplemental Executive Retirement Plan, as in effect from time to time.

         II.12    PLAN YEAR. The "Plan Year" is the twelve month period
commencing January 1 and ending on December 31.

         II.13    RETIREMENT PLAN. "Retirement Plan" shall mean the Regions
Financial Corporation Retirement Plan, as amended from time to time, or any
successor of such plan.

         II.14    TITLES. Titles of the Articles of this Plan are included for
ease of reference only and are not to be used for the purpose of construing any
portion or provision of this Plan document.

                           ARTICLE III -- ELIGIBILITY

         III.1    ELIGIBILITY. Eligibility for participation in this Plan shall
be determined by the Committee, in its sole discretion, but all Participants
must be members of a select group of management or highly-compensated employees
of the Company.

                             ARTICLE IV -- BENEFITS

         IV.1     BENEFITS SUBJECT TO THE CONDITIONS SET OUT IN SECTION 4.2. The
Company agrees to pay each Participant the following amounts:

                  (A)      RETIREMENT. If the Participant remains in the employ
         of the Company until attainment of normal retirement age ("Retirement
         Age") under the Retirement Plan and thereafter retires, the Company
         shall on the first day of the month after the Participant's retirement,
         commence monthly payments in an amount computed as follows:

                  STEP 1. Determine the amount equal to the product of (i) and
         (ii) below:

                                    (i)      two (2%) percent of the
                                             Participant's average monthly
                                             compensation (as defined in the
                                             Retirement Plan without


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                                             regard, however, to the limits on
                                             compensation under Section
                                             401(a)(17) of the Internal Revenue
                                             Code of 1986, as amended) for the
                                             most recent 36-month period during
                                             which he was employed and received
                                             compensation; and,

                                    (ii)     whichever of (a) or (b) below is
                                             applicable:

                                             (a)      for Participants in the
                                                      Plan as of December 31,
                                                      1998, the number of the
                                                      Participant's years of
                                                      employment with the
                                                      Company or a predecessor
                                                      employer that was acquired
                                                      by the Company (regardless
                                                      of whether such employment
                                                      is recognized as Credited
                                                      Service under the
                                                      Retirement Plan); or,

                                             (b)      for Participants first
                                                      entering the Plan on
                                                      January 1, 1999, or later,
                                                      the number of the
                                                      Participant's years of
                                                      Credited Service under
                                                      Section 3.02 of the
                                                      Retirement Plan
                                                      attributable to periods
                                                      of employment with the
                                                      Company (that is,
                                                      excluding all employment
                                                      with a prior employer even
                                                      if recognized as Credited
                                                      Service under the
                                                      Retirement Plan).

                                    No more than 30 years of employment or
                                    Credited Service, as the case may be, will
                                    be recognized for purposes of calculating
                                    the Participant's benefit under this Step 1.

                           STEP 2. From the amount determined in Step 1,
                                    subtract an amount equal to whichever of the
                                    following is applicable:

                                    (i)      for Participants in the Plan as of
                                             December 31, 1998, the monthly
                                             benefit payable at the time of
                                             determination under the Retirement
                                             Plan assuming payment in the form
                                             of a joint and 50% survivor
                                             annuity; or,

                                    (ii)     for Participants first entering the
                                             Plan on or after January 1, 1999,
                                             the monthly benefit payable at the
                                             time of determination under the
                                             Retirement Plan -- to the extent
                                             attributable to service with the
                                             Company -- assuming payment in the
                                             form of a joint and 50% survivor
                                             annuity.

                           STEP 3. From the monthly amount determined in Step 2,
                                    subtract an amount equal to the monthly
                                    joint and 50% survivor annuity benefit
                                    option then available to such Participant
                                    under the Participant's Executive Life


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                                    Insurance Program ("ELIP"), if any, in
                                    effect as of the date of the Participant's
                                    retirement, after excluding the amount of
                                    any recovery by the Company (or the trustee
                                    of any trust established to provide benefits
                                    under the Plan) of amounts that are owed to
                                    the Company or trustee (hereinafter
                                    collectively referred to as the "Payee")
                                    under the ELIP. For purposes of the
                                    preceding sentence, the Payee shall be
                                    deemed to be owed, as of the Participant's
                                    date of retirement, an amount equal to the
                                    total amount of premiums that the Company
                                    has paid under the ELIP, regardless of
                                    whether the Payee is in fact entitled to
                                    recover such premium payments at the time of
                                    the Participant's retirement. Cash values
                                    accumulated under any ELIP shall be
                                    converted to comparable joint and 50%
                                    annuity amounts using the actuarial
                                    equivalence factors applicable under the
                                    Retirement Plan as of the date on which this
                                    Step 3 is applied or such other reasonable
                                    actuarial factors as are specified by the
                                    Committee.

                  Payments will be made to the Participant as long as he shall
         live; after the Participant's death, one-half of the benefit will be
         continued to the Participant's spouse, if then living, for as long as
         she shall live. At the sole discretion of the Company, a lump sum
         payment of the Participant's entire benefit may be made to the
         Participant. The lump sum benefit shall be computed by using the 1983
         Group Annuity Mortality Table (applied on a 100% male and 0% female
         unisex basis) and an interest rate equal to the average monthly rate on
         30-year U.S. Treasury securities as reported in the Federal Reserve
         Statistical Release for the month prior to the participant's separation
         from employment with the Company.

                  (B)      DISABILITY. If, prior to Retirement Age, the
         Participant becomes totally and permanently disabled as a result of
         injury or sickness while employed by the Company, and such total
         disability prevents the Participant from performing all of the
         substantial and material duties of his employment with the Company, the
         Company agrees to pay the Participant monthly payments equal to the
         amount that the Participant would have been entitled to receive under
         Section 4.1(A) of this Plan as of his Retirement Age had he remained in
         the employ of the Company from the date of onset of his disability to
         his Retirement Age at the same rate of average monthly compensation in
         effect as of the date of onset of his disability, less any benefits
         payable under the Employer's group long term disability plan and any
         additional benefits which would have been payable under the group long
         term disability plan if the Participant had elected to purchase the
         maximum amount of coverage available under such plan. The Company will
         continue the monthly payments for the duration of the Participant's
         disability or until the Participant's attainment of Retirement Age,
         whichever occurs first. If attainment of Retirement Age occurs first,
         the Participant's benefit under this Plan shall be recalculated under
         Section 4.1(A) (modified, as appropriate, by this paragraph B), in
         order to take into account the offsets under Steps 2 and 3 of Section
         4.1(A).


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                  (C)      EARLY RETIREMENT. If the Participant has attained age
         55 he may retire early and receive the benefit that he has accrued
         under Steps 1, 2, and 3 of Section 4.1(A) as of his early retirement
         date based on average monthly compensation and years of employment or
         years of Credited Service (whichever is applicable) as of such early
         retirement date.

                  (D)      DEATH.

                  (1)      If, prior to Retirement Age, the Participant dies
                           while actively employed by Company, the Company shall
                           make monthly payments to the Participant's spouse, if
                           then living, beginning on the first day of the month
                           following the Participant's death and continuing as
                           long as she lives. The amount of such monthly
                           payments shall equal the benefit that would have been
                           payable to the Participant under Section 4.1(A) of
                           this Plan if the Participant had (i) continued in the
                           employ of the Company until his Retirement Age at the
                           same rate of average compensation in effect as of the
                           date of his death (ii) thereafter immediately retired
                           with a joint and 50% survivor annuity form of
                           payment, and (iii), thereafter immediately died.

                  (2)      If, prior to Retirement Age, the Participant dies
                           while receiving disability payments pursuant to
                           Section 4.1(B) above, the Company shall make monthly
                           payments to the Participant's spouse, if then living,
                           beginning on the first day of the month following the
                           Participant's death and continuing as long as she
                           lives. The amount of such monthly payments shall be
                           50% of the monthly benefit that was being paid to the
                           Participant as of the date of his death.

                  (E)      CERTAIN TERMINATION OF EMPLOYMENT. If, prior to the
         Participant's attaining age 55, the Company terminates the
         Participant's employment for any reason other than Cause (as defined in
         Section 9.1(B)(1) below), the Company agrees to pay the Participant,
         commencing on the first day of the month coincident with or next
         following the month in which the Participant attains age 55, the
         monthly benefit that the Participant accrued under Steps 1, 2, and 3 of
         Section 4.1(A) as of the date of his termination of employment, based
         on average monthly compensation and years of employment or Credited
         Service (whichever is applicable) as of such date.

         IV.2     PAYMENT CONDITIONS. The payment of benefits to the Participant
or his designated recipient(s) under this Agreement is conditioned upon the
following:

                  (A)      Participant's non-breach of the provisions of any
         employment agreement in effect between the Participant and the Company,
         including, but not limited to, any non-competition provisions thereof.


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                            ARTICLE V -- BENEFICIARY

         V.1      BENEFICIARY DESIGNATION. A Participant shall designate a
Beneficiary to receive benefits under the Plan by completing the appropriate
space on the Beneficiary designation form. If more than one Beneficiary is
named, the shares and/or precedence of each Beneficiary shall be indicated. A
Participant shall have the right to change the Beneficiary by submitting to the
Committee a Change of Beneficiary form. However, no change of Beneficiary shall
be effective until acknowledged in writing by the Committee.

         V.2      PROPER BENEFICIARY. If the Company has any doubt as to the
proper Beneficiary to receive payments hereunder, the Company shall have the
right to withhold such payments until the matter is finally adjudicated.
However, any payment made by the Company, in good faith and in accordance with
this Plan, shall fully discharge the Company from all further obligations with
respect to that payment.

         V.3      MINOR OR INCOMPETENT BENEFICIARY. In making any payments to or
for the benefit of any minor or an incompetent Beneficiary, the Committee, in
its sole and absolute discretion may make a distribution to a legal or natural
guardian or other relative of a minor or court appointed Committee of such
incompetent. Or, it may make a payment to any adult with whom the minor or
incompetent temporarily or permanently resides. The receipt by a guardian,
Committee, relative or other person shall be a complete discharge to the
Company. Neither the Committee nor the Company shall have any responsibility to
see to the proper application of any payments so made.

                    ARTICLE VI -- ADMINISTRATION OF THE PLAN

         VI.1     MAJORITY VOTE. All resolutions or other actions taken by the
Committee shall be by vote of a majority of those present at a meeting at which
a majority of the members are present, or in writing by all the members at the
time in office if they act without a meeting.

         VI.2     FINALITY OF DETERMINATION. The Committee shall, from time to
time, establish rules, forms and procedures for the administration of the Plan.
The Committee shall have the exclusive right to interpret the Plan and to decide
any and all matters arising thereunder or in connection with the administration
of the Plan, and it shall endeavor to act, whether by general rules or by
particular decisions, so as not to discriminate in favor of or against any
person. The decisions, actions and records of the Committee shall be conclusive
and binding upon the Company and all persons having or claiming to have any
right or interest in or under the Plan.

         VI.3     CERTIFICATES AND REPORTS. The members of the Committee and the
officers and directors of the Company shall be entitled to rely on all
certificates and reports made by any duly appointed accountants, and on all
opinions given by any duly appointed legal counsel, which legal counsel may be
counsel for the Company.


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<PAGE>

         VI.4     INDEMNIFICATION AND EXCULPATION. The Company shall indemnify
and hold harmless each member of the Committee against any and all expenses and
liabilities arising out of membership on the Committee. Expenses against which a
member of the Committee shall be indemnified hereunder shall include, without
limitation, the amount of any settlement or judgment, costs, counsel fees, and
related charges reasonably incurred in connection with a claim asserted, or a
proceeding brought or settlement thereof. The foregoing right of indemnification
shall be in addition to any other rights to which any such member of the
Committee may be entitled as a matter of law.

         VI.5     EXPENSES. The expenses of administering the Plan shall be
borne by the Company.

                         ARTICLE VII -- CLAIMS PROCEDURE

         VII.1    WRITTEN CLAIM. Benefits shall be paid in accordance with the
provisions of this Plan. The Participant, or a designated recipient or any other
person claiming through the Participant shall make a written request for
benefits under this Plan. This written claim shall be mailed or delivered to the
Named Fiduciary. Such claim shall be reviewed by the Named Fiduciary or a
delegate.

         VII.2    DENIED CLAIM. If the claim is denied, in full or in part, the
Named Fiduciary shall provide a written notice within ninety (90) days setting
forth the specific reasons for denial, and any additional material or
information necessary to perfect the claim, and an explanation of why such
material or information is necessary, and appropriate information and
explanation of the steps to be taken if a review of the denial is desired.

         VII.3    REVIEW PROCEDURE. If the claim is denied and a review is
desired, the Participant (or Beneficiary) shall notify the Named Fiduciary in
writing within sixty (60) days after receipt of the written notice of denial. In
requesting a review, the Participant or Beneficiary may request a review of the
Plan document or other pertinent documents with regard to the Plan, may submit
any written issues and comments, may request an extension of time for such
written submission of issues and comments, and may request that a hearing be
held, but the decision to hold a hearing shall be within the sole discretion of
the Committee.

         VII.4    COMMITTEE REVIEW. The decision on the review of the denied
claim shall be rendered by the Committee within sixty (60) days after the
receipt of the request for review (if no hearing is held) or within sixty (60)
days after the hearing if one is held. The decision shall be written and shall
state the specific reasons for the decision including reference to specific
provisions of this Plan on which the decision is based.


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<PAGE>

                 ARTICLE VIII -- NATURE OF COMPANY'S OBLIGATION

         VIII.1   COMPANY'S OBLIGATION.

         (a)      The Company's obligations under this Agreement shall be an
                  unfunded and unsecured promise to pay. The Company shall not
                  be obligated under any circumstances to fund its obligations
                  under this Agreement. The Company may, however, as its sole
                  and exclusive option, elect to fund this Agreement in whole or
                  in part. If the Company shall elect to fund this Agreement, in
                  whole or in part, the manner of such funding, and the
                  continuance or discontinuance of such funding shall be the
                  sole and exclusive decision of the Company. Any payments to
                  Participant from such a funding source -- for example, a
                  grantor-type trust commonly known as a rabbi trust -- shall
                  fully discharge, to the extent thereof, the Company's
                  obligations under the Plan.

         (b)      Notwithstanding the provisions of paragraph (a) of this
                  Section 8.1, upon the retirement (regardless of whether a
                  normal, early, or disability retirement) of a person who first
                  became a Participant in the Plan on or after January 1, 1999,
                  the Company shall, as soon as is practicable following the
                  date of retirement, make a lump sum contribution to the trust
                  created under that certain trust agreement (hereinafter called
                  the "Rabbi Trust") dated November 9, 1993, as amended, in an
                  amount equal to the excess, if any, of (i) the discounted
                  present value of all benefits projected to be payable under
                  the Plan to all such Participants who have retired or who are
                  no longer employed by the Company over (ii) the fair market
                  value of assets in the Rabbi Trust as of the date of such
                  Participant's retirement.

         VIII.2   CREDITOR STATUS. Any assets which the Company may acquire or
set aside to help cover its financial liabilities are and must remain general
assets of the Company subject to the claims of its creditors. Neither the
Company nor this Plan gives the Participant any beneficial ownership interest in
any asset of the Company. All rights of ownership in any such assets are and
remain in the Company.

                   ARTICLE IX -- CHANGE OF CONTROL PROVISIONS

         IX.1     ADDITIONAL PAYMENTS ON CHANGE OF CONTROL. This Section 9.1
provides for additional payments under the Plan upon certain terminations of
employment occurring within certain time frames following a Change of Control
that is not a Merger of Equals. No benefit payable under the Plan by reason of
any other Section of the Plan shall be considered contingent upon a Change of
Control that is not a Merger of Equals. The only provisions of the Plan that
provide for payments contingent upon a Change of Control that is not a Merger of
Equals are


                                       10

<PAGE>

contained in this Article IX.

         (A)      If the Participant's employment with the Company shall be
                  terminated within the 24 month period following a Change of
                  Control that is not a Merger of Equals for reasons other than
                  (a) by the Company for Cause or Disability, (b) by reason of
                  the Participant's death, or (c), by the Participant other than
                  for Good Reason, the Participant shall be entitled to receive
                  a lump sum payment within 30 days of his termination of
                  employment equal to the excess, if any, of (a) two hundred and
                  ninety nine percent (299%) of the Participant's base amount
                  under Section 280G(b)(3)(A) of the Internal Revenue Code of
                  1986 (the "Code"), as amended, calculated as of the date of
                  the Participant's termination of employment, over (b), the
                  total of all payments (discounted to a present value if made
                  over time) from the Company that constitute payments in the
                  nature of compensation required to be taken into account under
                  Code Section 280G(b)(2)(A)(i) when determining whether the
                  Participant owes any excise tax under Code Section 4999.

         (B)      For purposes of Section 9.1(A) above, the following phrases
                  shall have the following meanings:

                  (1)      "Cause" shall mean:

                           (a)      the willful and continued failure of the
                                    Participant to perform substantially the
                                    Participant's reasonably assigned duties
                                    with the Company (other than any such
                                    failure resulting from incapacity due to
                                    physical or mental illness or from the
                                    assignment to the Participant of duties with
                                    the Company that would constitute Good
                                    Reason), which failure continued for a
                                    period of at least thirty (30) days after a
                                    written demand for substantial performance,
                                    signed by a duly authorized officer of the
                                    Company, has been delivered to the
                                    Participant specifying the manner in which
                                    the Participant has failed substantially to
                                    perform, or

                           (b)      the willful engaging by the Participant in
                                    illegal conduct or gross misconduct which is
                                    materially and demonstrably injurious to the
                                    Company; provided, however, that no
                                    termination of the Participant's employment
                                    shall be for Cause as set forth in this
                                    Section 9.1(B)(1) until (i) there shall have
                                    been delivered to the Participant a copy of
                                    a written notice, signed by a duly
                                    authorized officer of the Company, setting
                                    forth that the Participant was guilty of the
                                    conduct described in this Section 9.1(B)(1)
                                    and specifying the particulars thereof in
                                    detail, and (ii) the Participant shall have
                                    been provided an opportunity to be heard in
                                    person by the Board.


                                       11

<PAGE>

                                    For purposes of this provision, no act or
                                    failure to act, on the part of the
                                    Participant, shall be considered "willful"
                                    unless it is done, or omitted to be done, by
                                    the Participant in bad faith or without
                                    reasonable belief that the Participant's
                                    action or omission was in the best interests
                                    of the Company. Any act, or failure to act,
                                    based upon authority given pursuant to a
                                    resolution duly adopted by the Board or upon
                                    the instructions of a senior officer of the
                                    Company or based upon the advice of counsel
                                    for the Company shall be conclusively
                                    presumed to be done, or omitted to be done,
                                    by the Participant in good faith and in the
                                    best interests of the Company.
                                    Notwithstanding anything set forth in this
                                    Agreement to the contrary, no failure to
                                    perform by the Participant after a Notice of
                                    Termination is given to the Company by the
                                    Participant shall constitute Cause for the
                                    purposes of this Plan.

                  (2)      "Disability" shall mean that the Participant has
                           become eligible to participate in the Company's long
                           term disability plan.

                  (3)      "Good Reason" shall mean:

                           (a)      the occurrence, after a Change of Control
                                    that is not a Merger of Equals, of any of
                                    the following events or conditions:

                                    (i)      a change in the Participant's
                                             status, title, position or
                                             responsibilities (including
                                             reporting responsibilities) which,
                                             in the Participant's reasonable
                                             judgement, represents a materially
                                             adverse change from his status,
                                             title, position or responsibilities
                                             as in effect immediately prior
                                             thereto; the assignment to the
                                             Participant of any duties or
                                             responsibilities which, in the
                                             Participant's reasonable judgement,
                                             are materially inconsistent with
                                             his status, title, position,
                                             responsibilities; or any removal of
                                             the Participant from or failure to
                                             reappoint or reelect him to any
                                             such offices or positions, except
                                             in connection with the termination
                                             of employment of the Participant
                                             for Disability, Cause, as a result
                                             of the Participant's death or by
                                             the Participant other than for Good
                                             Reason;

                                    (ii)     a reduction in aggregate of the
                                             Participant's annual base salary
                                             and bonus below the aggregate of
                                             the Base Amount and the Bonus
                                             Amount;

                                    (iii)    the required relocation of the
                                             Participant's principal


                                       12

<PAGE>

                                             employment location to a location
                                             more than thirty-five (35) miles
                                             from the Participant's principal
                                             employment location immediately
                                             prior to the Change of Control;

                                    (iv)     the failure by the Company to pay
                                             to the Employee any portion of the
                                             Participant's current compensation
                                             or to pay to the Employee any
                                             portion of an installment of
                                             deferred compensation under any
                                             deferred compensation program of
                                             the Company in which the
                                             Participant participated, within
                                             seven (7) days of the date such
                                             compensation is due;

                                    (v)      the failure by the Company to (I)
                                             continue in effect (without
                                             reduction in benefit level, and/or
                                             award opportunities) any material
                                             compensation or employee benefit
                                             plan in which the Participant was
                                             participating prior to the Change
                                             of Control, unless a substitute or
                                             replacement plan has been
                                             implemented which provides
                                             substantially the same compensation
                                             or benefits to the Participant or
                                             (II) provide the Participant with
                                             compensation and benefits, in the
                                             aggregate, at least equal (in terms
                                             of benefit levels and/or award
                                             opportunities) to those provided
                                             for under each compensation or
                                             other employee benefit plan,
                                             program and practice in which the
                                             Participant was participating
                                             immediately prior to the Change of
                                             Control;

                                    (vi)     any purported termination of the
                                             Participant's employment by the
                                             Company which is not effected
                                             pursuant to a Notice of Termination
                                             satisfying the terms set forth in
                                             the definition of Notice of
                                             Termination (and, if applicable,
                                             the terms set forth in the
                                             definition of Cause); or

                                    (vii)    a termination of employment by the
                                             Employee for any reason during the
                                             30-day period immediately following
                                             the first anniversary of the Change
                                             of Control.

                           (b)      Any event described in subsection (3)(a)(i)
                                    through (vi) above which occurs within six
                                    months prior to a Change of Control and
                                    which the Participant reasonably
                                    demonstrates was at the request of a third
                                    party of otherwise arose in connection with
                                    or in anticipation of a Change of Control
                                    which has been threatened or proposed and
                                    which actually occurs, shall constitute Good
                                    Reason for the purposes of this Agreement
                                    notwithstanding that it occurred prior to a
                                    Change of Control.


                                       13

<PAGE>

                  (4)      "Base Amount" shall mean the Participant's annual
                           base salary at the rate in effect at the date hereof
                           or, if greater, at any time thereafter, determined
                           without regard to any salary reduction or deferred
                           compensation elections made by the Participant.

                  (5)      "Bonus Amount" shall mean the highest bonus or
                           bonuses paid or payable under the Company's
                           Management Incentive Bonus Plan in respect of any of
                           the three (3) full fiscal years ended prior to the
                           Termination Date or, if greater, the three (3) full
                           fiscal years ended prior to the Change of Control.

                  (6)      "Notice of Termination" shall mean written notice,
                           following a Change of Control, of termination of the
                           Participant's employment signed by the Participant if
                           to the Company or by a duly authorized officer of the
                           Company if to the Participant, which indicates the
                           specific termination provision in this Agreement, if
                           any, relied upon and which sets forth in reasonable
                           detail the facts and circumstances claimed to provide
                           the basis for termination of the Participant's
                           employment under the provision so indicated.

         IX.2     FUNDING OBLIGATIONS ON CHANGE OF CONTROL. Upon the occurrence
of a Change of Control that is not a Merger of Equals, the Company shall be
required to make a lump sum payment to the Rabbi Trust (as defined in Section
8.1(b), above) which, when added to the fair market value of assets in the Rabbi
Trust at such time, equals the discounted present value of all benefits that all
Participants have accrued under Section 4.1 above as of the date of the Change
of Control that is not a Merger of Equals. Such lump sum payment shall be made
to the Rabbi Trust within 30 days following the date of the Change of Control
that is not a Merger of Equals.

                           ARTICLE X -- MISCELLANEOUS

         X.1      WRITTEN NOTICE. Any notice which shall be or may be given
under the Plan shall be in writing and shall be mailed by United States mail,
postage prepaid. If notice is to be given to the Company, such notice shall be
addressed as follows:

                  REGIONS FINANCIAL CORPORATION
                  417 North Twentieth Street
                  Birmingham, Alabama 35203
                  Telecopy Number: (205) 326-7751

                  Attention:        General Counsel

         X.2      CHANGE OF ADDRESS. Any party may, from time to time, change
the address to


                                       14

<PAGE>

which notices shall be mailed by giving written notice of such new address.

         X.3      MERGER, CONSOLIDATION OR ACQUISITION. The Plan shall be
binding upon the Company, its assigns, and any successor Company which shall
succeed to substantially all of its assets and business through merger,
acquisition or consolidation, and upon an Executive, the Beneficiary, assigns,
heirs, executors and administrators.

         X.4      AMENDMENT AND TERMINATION. Following 10 days prior written
notice to all Participants in the Plan, the Company may terminate, amend,
modify, or supplement this Plan, in whole or part. However, no Company action
under this right shall reduce the accrued benefit of any Participant or
Beneficiary or reduce benefits that are in payment status. In addition to the
foregoing, (i) no amendment to Article IX of the Plan shall be effective without
the Participant's written consent, and (ii), absent the Participant's written
consent, the provisions of Article IX shall survive any termination of the Plan.

         X.5      EMPLOYMENT. This Plan does not provide a contract of
employment between the Company and the Participant, and the Company reserves the
right to terminate the Participant's employment for any reason, at any time,
notwithstanding the existence of this Plan.

         X.6      NON-TRANSFERABILITY. No sale, transfer, alienation,
assignment, pledge, collateralization or attachment of any benefits under this
Plan shall be valid or recognized by the Company. Neither the Participant, the
Participant's spouse, or designated Beneficiary shall have any power to
hypothecate, mortgage, commute, modify, or otherwise encumber, in advance, any
of the benefits payable hereunder, nor shall any of said benefits be subject to
seizure for the payment of any debts, judgments, alimony maintenance, owed by
the Participant or Beneficiary, or be transferable by operation of law in the
event of bankruptcy, insolvency, or otherwise.

         X.7      LEGAL FEES. All reasonable legal fees incurred by any
Participant (or former Participant) to successfully enforce valid rights under
this Plan shall be paid by the Company in addition to sums due under this Plan.

         X.8      TAX WITHHOLDING. The Company may withhold from a payment any
federal, state, or local taxes required by law to be withheld with respect to
such payment and such sum as the Company may reasonably estimate as necessary to
cover any taxes for which the Company may be liable and which may be assessed
with regard to such payment.

         X.9      ACCELERATION OF PAYMENT. The Company reserves the right to
accelerate the payment of any benefits payable under this Plan at any time
without the consent of the Participant, the Participant's estate, a Beneficiary,
or any other person claiming through the Participant.

         X.10     APPLICABLE LAW. This Plan shall be governed by the laws of the
state of Alabama, except to the extent preempted by federal law.


                                       15

<PAGE>

         X.11     INDEPENDENCE OF BENEFITS. The Benefits payable under this
Agreement shall be independent of, and in addition to, any other benefits or
compensation, whether by salary, or bonus or otherwise, payable under any
employment agreements that now exist or may hereafter exist from time to time
between the Company and the Participant.

         X.12     LEAVES OF ABSENCE. The Company may, in its sole discretion,
permit the Participant to take leaves of absence in accordance with the
Company's standard personnel practices for periods not to exceed one year for
each such leave of absence. During such leave, the Participant will still be
considered to be in the continuous employment of the Company for purposes of the
Plan.

         IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officer on this 30th day of April, 1999,
effective as of the 1st day of January, 1999.



                                       REGIONS FINANCIAL CORPORATION



                                       BY /s/ Richard D. Horsley
                                         ---------------------------------------
                                         Its: Vice Chairman and Executive
                                              Financial Officer


ATTEST:



By /s/ Samuel E. Upchurch, Jr.
  ------------------------------
  Its: Corporate Secretary


                                       16