REGIONS FINANCIAL CORPORATION
                              AMENDED AND RESTATED
                         1991 LONG-TERM INCENTIVE PLAN
 
  WHEREAS, Regions Financial Corporation ("Regions") desires to establish and
maintain a long-term incentive plan, as set forth herein, for the benefit of
employees who become eligible to participate hereunder; and
 
  WHEREAS, the purpose of this plan is to enable Regions and its affiliates to
attract, retain, motivate, and reward employees who make a significant
contribution to Regions' long-term success, and to enable such employees to
acquire and maintain an equity interest in Regions; and
 
  WHEREAS, the Board of Directors of Regions, at a meeting held on January 16,
1991, duly approved and authorized the plan embodied herein, to be effective as
of January 16, 1991, subject to shareholder approval; and
 
  WHEREAS, certain stock options to be granted pursuant to the terms of the
plan are intended to qualify as incentive stock options under Section 422 of
the Internal Revenue Code of 1986, as amended;
 
  NOW, THEREFORE, Regions hereby promulgates the plan embodied herein which
shall contain the following terms and conditions and only the following terms
and conditions.
 
                                   ARTICLE I
 
                                  Definitions
 
  When used herein, except where the context clearly indicates otherwise, the
following terms shall have the meaning set forth below:
 
  1.1 "Affiliate" means any corporation (other than Regions) in an unbroken
chain of corporations beginning with Regions if each of the corporations (other
than the last corporation in the unbroken chain) owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in the chain.
 
  1.2 "Bank" means Regions and its Affiliates.
 
  1.3 "Regions" means Regions Financial Corporation, a corporation organized
under the laws of the State or Delaware, or any successor corporation.
 
  1.4 "Board" means the Board of Directors of Regions.
 
  1.5 "Cause" means a felony conviction of a participant or the failure of a
participant to contest prosecution for a felony, or a participant's dishonesty
or gross dereliction of duty, any of which is harmful to the business or
reputation of the Bank.
 
  1.6 "Code" means the Internal Revenue Code of 1986, as amended, or any
successor thereto.
 
  1.7 "Committee" means the Personnel Committee, or any other committee of the
Board appointed for the purpose of administering the Plan, which committee
shall consist exclusively of Disinterested Persons.
 
  1.8 "Commission" means the Securities and Exchange Commission.
 
  1.9 "Disability" means total and permanent disability as determined under the
Bank's long-term disability program.
 
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  1.10 "Disinterested Person" shall have the meaning set forth in Rule 16b-
3(d)(3) as promulgated by the Commission under the Securities Exchange Act of
1934, or any successor definition adopted by the Commission.
 
  1.11 "Early Retirement" means retirement from active employment with the Bank
pursuant to the early retirement provisions of the Bank's defined benefit
pension plan.
 
  1.12 "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and any successor thereto.
 
  1.13 "Fair Market Value" means, as of any given date, the average of the
highest and lowest reported sale prices of the Stock (or if no transactions
were reported on such date on the next preceding date on which transactions
were reported) in the principal market in which such Stock is traded on such
date.
 
  1.14 "Incentive Stock Option" means any Stock Option intended to be and
designated as an "incentive stock option" within the meaning of Section 422 of
the Code.
 
  1.15 "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.
 
  1.16 "Normal Retirement" means retirement from active employment with the
Bank on or after the normal retirement date specified in the Bank's defined
benefit pension plan.
 
  1.17 "Performance Award" means an award of shares of Stock to a participant
pursuant to Article VIII contingent upon achieving certain performance goals.
 
  1.18 "Plan" means this 1991 Long-Term Incentive Plan, and any amendments
hereto.
 
  1.19 "Restricted Stock" means an award of shares of Stock that are subject to
restrictions under Article VII.
 
  1.20 "Retirement" means Normal or Early Retirement.
 
  1.21 "Stock" means the common stock of Regions or any successor corporation.
 
  1.22 "Stock Appreciation Right" means a right granted under Article VI, which
entitles the holder to receive a cash payment or an award of Stock in an amount
equal to (a) times (b), where (a) is the difference between (i) the Fair Market
Value of the Stock covered by such right at the date the right is exercised,
and (ii) the option price of the Stock covered by such right, unless otherwise
determined by the Committee pursuant to Article VI and (b) is the number of
shares covered by the right.
 
  1.23 "Stock Option" means any option to purchase shares of Stock granted to
employees pursuant to Article V.
 
                                   ARTICLE II
 
                                 Administration
 
  2.1 (a) Powers of the Committee. The Committee shall administer the Plan
subject to and in accordance with the provisions set forth herein and shall
have the power and authority to grant to eligible employees, pursuant to the
terms of the Plan: (i) Stock Options; (ii) Stock Appreciation Rights; (iii)
Restricted Stock; or (iv) Performance Awards.
 
  (b) The Committee shall have all power and authority necessary or appropriate
to enable it to properly administer the Plan, including but not limited to, the
authority to:
 
 
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    (i) select the officers and other key employees of the Bank to whom Stock
  Options, Stock Appreciation Rights, Restricted Stock, or Performance Awards
  or a combination of the foregoing from time to time will be granted
  hereunder;
 
    (ii) determine whether and to what extent Incentive Stock Options, Non-
  Qualified Stock Options, Stock Appreciation Rights, Restricted Stock, or
  Performance Awards or a combination of the foregoing are to be granted
  hereunder;
 
    (iii) determine the number of shares of Stock to be covered by each such
  Stock Option or other grant or award hereunder;
 
    (iv) determine the terms and conditions, not inconsistent with the terms
  of the Plan, of any Stock Option or other grant or award hereunder
  including, but not limited to, any restriction on any Stock Option or other
  grant or award or the shares of Stock relating thereto based on performance
  or such other factors as the Committee may determine, in its sole
  discretion, and any vesting acceleration features based on performance or
  such other factors as the Committee may determine, in its sole discretion;
 
    (v) determine whether, to what extent, and under what circumstances Stock
  and other amounts payable with respect to a Stock Option or other grant or
  award under this Plan shall be deferred, either automatically or at the
  election of a participant, including providing for and determining the
  amount (if any) of deemed earnings on any deferred amount during any
  deferral period;
 
    (vi) subject to the provisions of Article IX, modify the terms of any
  Stock Option, Stock Appreciation Right, Restricted Stock award, or
  Performance Award, accelerate the time of exercise of any Stock Option or
  Stock Appreciation Right or accelerate the lapse of any restriction on any
  Restricted Stock award or accelerate the time at which performance is
  measured or Performance Awards are paid;
 
    (vii) cancel any Stock Option, Stock Appreciation Right, Restricted Stock
  award or Performance Award with the consent of the holder thereof or
  (without the consent of the holder) if the holder thereof conducts himself
  or herself in a manner which the Committee, in the exercise of reasonable
  discretion determines to be harmful to the best interests of the Bank,
  including, but not limited to, admission of guilt or conviction of any
  crime resulting from dishonesty in connection with the affairs of the Bank,
  conducting the affairs of the Bank in the holder's own interest and
  contrary to the interest of the Bank, or failure to pay an indebtedness to
  the Bank which the Committee determines to be uncollectible;
 
    (viii) construe and interpret the Plan, establish rules and regulations,
  delegate such administrative responsibilities as it deems proper, and
  perform all other acts it deems necessary to carry out the purpose and
  intent of the Plan; and
 
    (ix) correct any defect, supply any omission or reconcile any
  inconsistency in the Plan, or in any granted Stock Option, Stock
  Appreciation Right, Restricted Stock award, or Performance Award, in the
  manner and to the extent the Committee shall deem necessary or appropriate.
 
  (c) The Committee's determination under the Plan of the persons to receive
grants and awards, the form, amount and timing of such grants and awards, and
the terms and conditions of such grants and awards need not be uniformly
applicable to employees but may be made by the Committee on a selective basis
among persons who receive or are eligible to receive grants and awards under
the Plan, whether or not such persons are similarly situated.
 
  2.2 Conduct of Committee Business. A majority of the Committee shall
constitute a quorum, and the action of a majority of members of the Committee
present at any meeting at which a quorum is present, or acts unanimously
adopted in writing without the holding of a meeting, shall be the acts of the
Committee. Any decision made, or action taken, by the Committee arising out of
or in connection with the interpretation and administration of the Plan shall
be final and conclusive; provided, however, that any such decision made or
action taken may be reviewed by the Board, in which event the determination of
the Board shall be final and conclusive. This provision shall not be construed
to grant to any person any right to a review by the Board of any decision made
or action taken by the Committee.
 
 
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  2.3 Reliance on Reports. Each member of the Committee and each member of the
Board shall be fully justified in relying or acting in good faith upon any
report made by the independent public accountants of the Company and upon any
other information furnished in connection with the Plan by any person or
persons other than such member. In no event shall any person who is or has been
a member of the Committee or of the Board be liable for any determination made
or other action taken by him or any failure by him to act in reliance upon any
such report or information, if in good faith.
 
  2.4 Limit on Liability and Indemnification. Neither the Board, the Committee
nor any member of either shall be personally liable for any act, omission,
interpretation, construction or determination made in good faith in connection
with the Plan. In addition to such other rights of indemnification as they may
have as members of the Board or of the Committee, the members of the Committee,
and any officer or employee of the Bank acting on behalf of the Committee,
shall be indemnified by the Bank in respect of any such act, omission,
interpretation, construction, or determination.
 
                                  ARTICLE III
 
                             Stock Subject to Plan
 
  The total number of shares of Stock reserved and available for distribution
under the shall be 5,000,000. Such shares may consist, in whole or in part, of
authorized and unissued shares or treasury shares. Of the total amount, no more
than 2,500,000 shares may be granted as Performance Awards, and no more than
1,500,000 shares may be awarded as Restricted Stock. In addition, no employee
participating in the Plan may receive, in any one calendar year, a combination
of Stock Options or Stock Appreciation Rights with respect to more than 150,000
shares of Stock.
 
  If any shares of Stock that have been subject to option cease to be subject
to option, or if any shares subject to any Restrictive Stock or Performance
Awards granted hereunder are forfeited or such grant or award is otherwise
terminated, such shares shall again be available for distribution in connection
with future grants and awards under the Plan.
 
  In the event of any merger, reorganization, consolidation, recapitalization,
stock dividend, or other change in corporate structure affecting the Stock, a
substitution or adjustment shall be made in the aggregate number of shares
reserved for issuance under the Plan, in the number and option price of shares
subject to outstanding Stock Options granted under the Plan and in the number
of shares subject to Restricted Stock or Performance Awards granted under the
Plan as may be determined to be appropriate by the Committee, in its sole
discretion, provided that the number of shares subject to any award shall
always be a whole number. Such adjusted option price shall also be used to
determine the amount payable by the Bank upon the exercise of any Stock
Appreciation Right associated with any Stock Option.
 
                                   ARTICLE IV
 
                                  Eligibility
 
  Officers and other key employees of the Bank (but excluding members of the
Committee and any person who serves only as a director) who are responsible for
or contribute to the management, growth or profitability of the Bank are
eligible to be granted Stock Options, Stock Appreciation Rights, Restricted
Stock or Performance Awards. The participants under the Plan shall be selected
from time to time by the Committee, in its sole discretion, from among those
eligible, and the Committee shall determine, in its sole discretion, the number
of shares covered by each award or grant.
 
 
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                                   ARTICLE V
 
                          Stock Options For Employees
 
5.1 General.  Stock Options may be granted either alone or in addition to other
awards granted under the Plan. Any Stock Option granted under the Plan shall be
in such form as the Committee may from time to time approve, and the provisions
of Stock Option awards need not be the same with respect to each optionee.
 
  The Stock Options granted under the Plan may be of two types: (a) Incentive
Stock Options and (b) Non-Qualified Stock Options.
 
  The Committee shall have the authority to grant any optionee Incentive Stock
Options, Non-Qualified Stock Options, or both types of Stock Options (in each
case with or without Stock Appreciation Rights). To the extent that any Stock
Option does not qualify as an Incentive Stock Option, it shall constitute a
separate Non-Qualified Stock Option.
 
  5.2 Incentive Stock Option. Anything in the Plan to the contrary
notwithstanding, no term of this Plan relating to Incentive Stock Options shall
be interpreted, amended or altered, nor shall any discretion or authority
granted under the Plan be exercised, so as to disqualify either the Plan or any
Incentive Stock Option under Section 422 of the Code. Notwithstanding the
foregoing, in the event an optionee voluntarily disqualifies an option as an
Incentive Stock Option within the meaning of Section 422 of the Code, the
Committee may, but shall not be obligated to, make such additional grants,
awards or bonuses as the Committee shall deem appropriate, to reflect some or
all of the tax savings to the Bank which results from such disqualification.
 
  5.3 Terms and Conditions of Stock Options. Stock Options granted under the
Plan shall be subject to the following terms and conditions and shall contain
such additional terms and conditions, not inconsistent with the terms of the
Plan, as the Committee shall deem desirable:
 
    (a) Option Price. The option price per share of Stock purchasable under a
  Stock Option shall be determined by the Committee at the time of the grant
  but the option price per share of any Incentive Stock Option shall not be
  less than 100% of the Fair Market Value of the Stock on the date of the
  grant of the Stock Option.
 
    (b) Option Term. The term of each Stock Option shall be fixed by the
  Committee, but no Stock Option shall be exercisable more than ten years
  after the date such Stock Option is granted.
 
    (c) Exercisability. Subject to Section 5.3(j), with respect to Incentive
  Stock Options, Stock Options shall be exercisable at such time or times and
  subject to such terms and conditions as shall be determined by the
  Committee at grant, provided, however, that except as provided in Sections
  5.3(f) and (g), unless a longer vesting period is otherwise determined by
  the Committee at grant, no Stock Option shall be exercisable for a period
  of six months after the date of the grant of the option. If the Committee
  provides, in its discretion, that any Stock Option is exercisable only in
  installments, the Committee may waive such installment exercise provision
  at any time in whole or in part based on performance and/or such other
  factors as the Committee may determine in its sole discretion.
 
    (d) Method of Exercise. Stock Options may be exercised in whole or in
  part at any time during the option period, by giving written notice of
  exercise to the Bank specifying the number of shares to be purchased,
  accompanied by payment in full of the purchase price, in cash, by check or
  such other instrument as may be acceptable to the Committee. As determined
  by the Committee, in its sole discretion, at or after grant, payment in
  full or in part may also be made in the form of unrestricted Stock owned by
  the optionee (based on the Fair Market Value of the Stock on the date the
  option is exercised, as determined by the Committee). No shares of stock
  resulting from the exercise of a Stock Option shall be issued until full
  payment therefor has been made. An optionee shall have the rights to
  dividends or other rights of a stockholder with respect to shares subject
  to the option when the optionee has given written notice of exercise and
  has paid in full for such shares.
 
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<PAGE>
 
    (e) Non-transferability of Options. No Stock Option shall be transferable
  by the Optionee otherwise than by will or by the laws of descent and
  distribution. All Stock Options shall be exercisable, during the optionee's
  lifetime, only by the optionee.
 
    (f) Termination by Death. Unless otherwise determined by the Committee at
  grant, if any optionee's employment with the Bank terminates by reason of
  death, the Stock Option may thereafter be immediately exercised, to the
  extent then exercisable (or on such accelerated basis as the Committee
  shall determine at or after grant), by the legal representative of the
  estate or by the legatee of the optionee under the will of the optionee,
  for a period of three years from the date of such death or until the
  expiration of the stated term of such Stock Option, whichever period is the
  shorter. In the event of termination of employment by reason of death, if
  an Incentive Stock Option is exercised after the expiration of the exercise
  periods that apply for purposes of Section 422 of the Code, such Stock
  Option will thereafter be treated as a Non-Qualified Stock Option.
 
    (g) Termination by Reason of Disability. Unless otherwise determined by
  the Committee at grant, if any optionee's employment with the Bank
  terminates by reason of Disability, any Stock Option held by such optionee
  may thereafter be exercised, to the extent it was exercisable at the time
  of termination due to Disability (or on such accelerated basis as the
  Committee shall determine at or after grant), but may not be exercised
  after three years from the date of such termination of employment or the
  expiration of the stated term of such Stock Option, whichever period is the
  shorter; provided, however, that, if the optionee dies within such three-
  year period, any unexercised Stock Option held by such optionee shall
  thereafter be exercisable to the extent to which it was exercisable at the
  time of death for a period of twelve months from the date of such death or
  for the stated term of such Stock Option, whichever period is the shorter.
  In the event of termination of employment by reason of Disability, if an
  Incentive Stock Option is exercised after the expiration of the exercise
  periods that apply for purposes of Section 422 of the Code, such Stock
  Option will thereafter be treated as a Non-Qualified Stock Option.
 
    (h) Termination by Reason of Retirement. Unless otherwise determined by
  the Committee at grant, if any optionee's employment with the Bank
  terminates by reason of Normal or Early Retirement (with Committee
  consent), under a formal plan or policy of the Bank, any Stock Option held
  by such optionee shall expire upon the earlier of (i) the expiration date
  set forth in the Stock Option agreement to which such Stock Option is
  subject, or (ii) the date on which the Committee, in its sole discretion,
  determines that, within five (5) years following such termination of
  employment, the retired optionee directly or indirectly (A) owns Twenty-
  Five (25%) percent or more of any stock, equity, financial, or other
  interest in, (B) operates, advises, or assists in the establishment or
  operation of, or (C) is employed by, any firm or enterprise which competes
  with any business conducted by the Bank and is located within a 50-mile
  radius of any location in which the Bank maintains an office, operation,
  branch, or facility. An optionee shall not be deemed to have retired during
  any leave of absence of the optionee authorized by the Bank under the
  Bank's standard personnel practices. In the event of termination of
  employment by reason of Retirement, if an Incentive Stock Option is
  exercised after the exercise periods that apply for purposes of Section 422
  of the Code, such Stock Option will thereafter be treated as a Non-
  Qualified Stock Option.
 
    (i) Other Termination. Unless otherwise determined by the Committee at
  grant, if an optionee's employment with the Bank terminates for any reason
  other than death, Disability, or Normal or Early Retirement, the Stock
  Option shall thereupon terminate. An optionee shall not be deemed to have
  terminated employment during any leave of absence of the optionee
  authorized by the Bank under the Bank's standard personnel practices.
 
    (j) Limit on Value of Incentive Stock Options First Exercisable
  Annually. The aggregate Fair Market Value (determined at the time of grant)
  of the Stock for which "incentive stock options" within the meaning of
  Section 422 of the Code are exercisable for the first time by an optionee
  during any calendar year under the Plan (and/or any other stock option
  plans of the Bank or any Subsidiary) shall not exceed $100,000.
 
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                                   ARTICLE VI
 
                           Stock Appreciation Rights
 
  6.1 Grants in Connection With Non-Qualified Stock Options. Stock Appreciation
Rights may be granted in connection with all or part of any Non-Qualified Stock
Option granted under the Plan and may contain terms and conditions different
from those of the related Stock Option. Such Stock Appreciation Rights may be
granted either at or after the time of the grant of such Non-Qualified Stock
Option.
 
  A Stock Appreciation Right or applicable portion thereof granted under this
Section 6.1 shall terminate and no longer be exercisable upon the termination
or exercise of the related Stock Option, except that, unless otherwise provided
by the Committee at the time of grant, a Stock Appreciation Right granted with
respect to less than the full number of shares covered by a related Stock
Option shall only be terminated if, and to the extent, that the number of
shares covered by the exercise or termination of the related Stock Option
exceeds the number of shares not covered by the Stock Appreciation Right.
 
  A Stock Appreciation Right granted under this Section 6.1 may be exercised by
an optionee, in accordance with Section 6.4, by surrendering the applicable
portion of the related Stock Option. Upon such exercise and surrender, the
optionee shall be entitled to receive an amount determined in the manner
prescribed in Section 6.4. Stock Options which have been so surrendered, in
whole or in part, shall no longer be exercisable to the extent the related
Stock Appreciation Rights have been exercised.
 
  6.2 Grants in Connection with Incentive Stock Options. Simultaneously with
the grant of any Incentive Stock Option under the Plan, the Committee in its
sole discretion may grant Stock Appreciation Rights in connection with all or
any part of such Incentive Stock Option. Each Stock Appreciation Right granted
under this Section 6.2 shall be subject to the same terms and conditions
applicable to the Incentive Stock Option to which it relates.
 
  A Stock Appreciation Right granted under this Section 6.2 may be exercised by
an optionee, in accordance with Section 6.4, by surrendering the applicable
portion of the related Incentive Stock Option. Upon such exercise and
surrender, the optionee shall be entitled to receive an amount determined in
the manner described in Section 6.4. Incentive Stock Options which have been so
surrendered, in whole or in part, shall no longer be exercisable to the extent
the related Stock Appreciation Rights have been exercised.
 
  A Stock Appreciation Right or applicable portion thereof granted under this
Section 6.2, shall terminate and no longer be exercisable upon the termination
or exercise of the related Incentive Stock Option, except that, unless
otherwise provided by the Committee at the time of grant, a Stock Appreciation
Right granted with respect to less than the full number of shares covered by a
related Incentive Stock Option shall only be terminated if, and to the extent,
that the number of shares covered by the exercise or termination of the related
Stock Option exceeds the number of shares not covered by the Stock Appreciation
Right.
 
  6.3 Stand Alone Grants. Stock Appreciation Rights may be granted at the
discretion of the Committee in a manner not related to a grant of a Stock
Option. A Stock Appreciation Right granted under this Section 6.3 is not
exercisable for a period of six months from the date of grant, unless a longer
period is otherwise determined by the Committee. A Stock Appreciation Right
granted under this Section 6.3 may be exercised in accordance with Section 6.4
during a period determined by the Committee not to exceed ten years after the
date on which the Stock Appreciation Right is granted. Any Stock Appreciation
Right which is outstanding on the last day of the exercisable period shall be
automatically exercised on such date for cash or Stock, as determined by the
Committee, without any action by the holder.
 
  6.4 Terms and Conditions. Stock Appreciation Rights shall be subject to such
terms and conditions, not inconsistent with the provisions of the Plan, as
shall be determined from time to time by the Committee, including the
following:
 
 
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    (a) Any Stock Appreciation Right granted pursuant to Section 6.1
  subsequent to the grant of the related Stock Option shall not be
  exercisable during the first six months of the term of the Stock
  Appreciation Right, except that this additional limitation shall not apply
  in the event of death or Disability of the optionee prior to the expiration
  of the six-month period.
 
    (b) Upon the exercise of a Stock Appreciation Right granted pursuant to
  Section 6.1 or Section 6.2, an optionee shall be entitled to receive an
  amount in cash or shares of Stock equal in value to the excess of the Fair
  Market Value at the date the Stock Appreciation Right was exercised of one
  share of Stock over the option price per share specified in the related
  Stock Option, multiplied by the number of shares in respect of which the
  Stock Appreciation Right shall have been exercised, with the Committee
  having the right to determine the form of payment. Upon the exercise of a
  Stock Appreciation Right granted pursuant to Section 6.3, the holder shall
  be entitled to receive an amount in cash or shares of Stock equal in value
  to the excess of the Fair Market Value at the date the Stock Appreciation
  Right was exercised of one share of Stock over the Fair Market Value of one
  share of Stock at the date the Stock Appreciation Right was granted
  multiplied by the number of shares in respect of which the Stock
  Appreciation Right shall have been exercised, with the Committee having the
  right to determine the form of payment.
 
    (c) No Stock Appreciation Right shall be transferrable by the holder
  otherwise than by will or the laws of descent and distribution. All Stock
  Appreciation Rights shall be exercisable, during the holder's lifetime,
  only by the holder.
 
    (d) Upon the exercise of a Stock Appreciation Right granted pursuant to
  Section 6.1 or Section 6.2, the Stock Option or part thereof to which such
  Stock Appreciation Right is related shall be deemed to have been exercised
  for the purpose of the limitation set forth in Article III of the Plan on
  the number of shares of Stock to be issued under the Plan.
 
    (e) A Stock Appreciation Right granted in connection with an Incentive
  Stock Option pursuant to Section 6.2 (i) will expire no later than the
  expiration of the Stock Option to which it is attached, (ii) may be for no
  more than 100% of the difference between the exercise price of the Option
  to which the Stock Appreciation Right is attached and the Fair Market Value
  of the Stock subject to the Stock Option at the time the Stock Appreciation
  Right is exercised, and (iii) may be exercised only if and when the Fair
  Market Value of the Stock subject to the Incentive Stock Option exceeds the
  exercise price of such Stock Option.
 
    (f) In its sole discretion, the Committee may provide, at the time of
  grant of a Stock Appreciation Right, that such Stock Appreciation Right can
  be exercised only in the event of a "Change of Control" (as defined in
  Article XI below).
 
    (g) The Committee, in its sole discretion, may also provide that in the
  event of a "Change of Control" the amount to be paid upon the exercise of a
  Stock Appreciation Right shall be based on the "Change of Control Price"
  (as defined in Article XI below).
 
                                  ARTICLE VII
 
                                Restricted Stock
 
  7.1 Administration. Shares of Restricted Stock may be issued either alone or
in addition to other grants and awards under the Plan. The Committee shall
determine the officers and key employees of the Bank to whom, and the time or
times at which, grants of Restricted Stock will be made, the number of shares
to be awarded, the price, if any, to be paid by the recipient of Restricted
Stock, the time or times within which such awards may be subject to forfeiture,
the nature of the restrictions (including any performance requirements), the
circumstances under which restrictions will lapse and all other conditions of
the awards. The Committee may also condition the grant of Restricted Stock upon
the attainment of specified performance goals, or such other criteria as the
Committee may determine, in its sole discretion. The provisions of Restricted
Stock awards need not be the same with respect to each recipient.
 
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  7.2 Awards and Certificates. The prospective recipient of an award of shares
of Restricted Stock shall not have any rights with respect to such award,
unless and until such recipient has executed an agreement evidencing the award
(a "Restricted Stock Agreement") and has delivered a fully executed copy
thereof to the Bank, and has otherwise complied with the then applicable terms
and conditions of the Restricted Stock award.
 
  A participant may accept an award of Restricted Stock within the 60-day
period (or such shorter period as the Committee may specify) after the award
date by executing a Restricted Stock Agreement and paying whatever price, if
any, is required by the Committee.
 
  Each participant who is awarded and accepts Restricted Stock shall be issued
a stock certificate in respect of such shares of Restricted Stock. Such
certificate shall be registered in the name of the participant, and shall bear
an appropriate legend referring to the terms, conditions, and restrictions
applicable to such award, substantially in the following form:
 
  "The transferability of this certificate and the shares of stock
  represented hereby are subject to the terms and conditions (including
  forfeiture conditions and restrictions against transfer) of the Regions
  Financial Corporation 1991 Long-Term Incentive Plan ("Plan") and a
  Restricted Stock Agreement ("Agreement") entered into between the
  registered owner and Regions Financial Corporation. Copies of such Plan
  and Agreement are on file in the offices of Regions Financial
  Corporation, P.O. Box 1448, Montgomery, Alabama 36102."
 
  The Committee shall require that the stock certificate evidencing such shares
be held in custody by the Bank until the restrictions thereon shall have
lapsed, and that, as a condition of any Restricted Stock award, the participant
shall have delivered a stock power, endorsed in blank, relating to the Stock
covered by such award.
 
  7.3 Restrictions and Conditions. The shares of Restricted Stock awarded
pursuant to this Article VII shall be subject to the following restrictions and
conditions:
 
    (a) Subject to the provisions of this Plan and Restricted Stock
  Agreements, during the period of six months after the award or such longer
  period as may be set by the Committee commencing on the grant date (the
  "Restricted Period"), the participant shall not be permitted to sell,
  transfer, pledge or assign shares of Restricted Stock awarded under the
  Plan. Within these limits, the Committee may, in its sole discretion,
  provide for the lapse of such restrictions in installments and may
  accelerate or waive such restrictions in whole or in part based on
  performance or such other factors as the Committee may determine, in its
  sole discretion.
 
    (b) Except as provided in Section 7.3(a) above, the participant shall
  have, with respect to the shares of Restricted Stock, all of the rights of
  a Stockholder of the Bank, including the right to receive any dividends.
 
    Dividends paid in cash with respect to shares of Restricted Stock shall
  not be subject to any restrictions or subject to forfeiture. Dividends paid
  in stock of the Bank or stock received in connection with a stock split
  with respect to Restricted Stock shall be subject to the same restrictions
  as on such Restricted Stock.
 
    Certificates for shares of unrestricted Stock shall be delivered to the
  participant promptly after, and only after, the period of forfeiture shall
  expire without forfeiture in respect of such shares of Restricted Stock.
 
    (c) Subject to the provisions of the Restricted Stock Agreement and this
  Article VII, upon termination of employment for any reason during the
  Restricted Period, all shares still subject to restriction shall be
  forfeited by the participant, and the participant shall only receive the
  amount, if any, paid by the participant for such forfeited Restricted
  Stock.
 
 
                                      B-9
<PAGE>
 
    (d) In the event a participant's employment is involuntarily terminated
  (other than for Cause), or the participant terminates employment for
  approved Early or Normal Retirement, the Committee may, in its sole
  discretion, waive in whole or in part any or all remaining restrictions
  with respect to such participant's shares of Restricted Stock.
 
                                  ARTICLE VIII
 
                               Performance Awards
 
  8.1 Administration. Shares of Common Stock may be distributed under the Plan
to an employee upon the attainment of performance objectives, as a Performance
Award. The Committee shall determine the officers and key employees of the Bank
to whom Performance Awards are granted, the terms and conditions of the
performance objectives, the term of the performance period and the level and
form of the payment of the Performance Award.
 
  8.2 Performance Period. An employee to whom a Performance Award is granted
will be given performance objectives to be reached over a specified period (the
"performance period"). Generally the performance period shall be not less than
one year but in no case shall the period exceed five years.
 
  8.3 Performance Objectives. The Committee, is its sole discretion, may
establish under this Article VIII performance objectives either in terms of
Bank-wide objectives or in terms of objectives that are related to the specific
performance of the employee or the region, Affiliate, subsidiary, unit bank,
department or function within the Bank in which the employee is employed. A
minimum level of performance, at the discretion of the Committee, may be
established.
 
  If, at the end of the performance period, the specified objectives have been
attained, the employee will be deemed to have fully earned the Performance
Award. If such performance objectives are only partially attained, the employee
may be deemed to have partly earned the Performance Award and become eligible
to receive a portion of the total award, as determined by the Committee. If a
required minimum level of achievement has not been met, the employee will be
entitled to no portion of the Performance Award. If, at the end of the
performance period, the employee's performance exceeds the performance
objectives, the employee, at the Committee's discretion, may receive a multiple
of the Performance Award. The Committee may adjust the payment of awards or the
performance objectives at any time if events occur or circumstances arise which
would cause a particular payment or set of performance objectives to be
inappropriate as a measure of performance.
 
  Any employee granted a Performance Award pursuant to this Article VIII, who,
by reason of death, Disability or Retirement, terminates employment before the
end of the performance period may be entitled to receive a portion of any
earned Performance Award. The Committee, in its discretion, will determine the
amount, if any, of the Performance Award earned and the time at which payment
will be made.
 
  An employee who voluntarily terminates employment or whose employment is
terminated involuntarily for Cause will forfeit all rights under the
Performance Award.
 
  8.4 Section 162(m) Provisions. Notwithstanding any other provision of the
Plan to the contrary, and with respect to any employee who is a member of
Regions' Executive Advisory Council, performance objectives established by the
Committee shall be preestablished objective performance goals within the
meaning of Section 162(m) of the Internal Revenue Code and treasury regulations
promulgated thereunder. Furthermore, and notwithstanding any other provision of
the Plan to the contrary, once the Committee has established one or more
performance goals with respect to a Performance Award granted to a member of
the Executive Advisory Council, the Committee shall have no discretion to waive
or alter the goals after the earlier of (i) the expiration of 25 percent of the
performance period or (ii) the date on which the outcome under the goals is
substantially certain.
 
                                      B-10
<PAGE>
 
                                   ARTICLE IX
 
                           Amendment and Termination
 
  9.1 Power to Amend and Terminate Plan. The Board may, at any time, without
further approval of the shareholders, by an instrument in writing, suspend or
terminate the Plan, in whole or in part, or amend it in such respects as the
Board, in its sole discretion, deems appropriate and in the best interests of
the Bank; provided, however, that no amendment shall be made without approval
of the shareholders which would:
 
    (a) change the participants or class of participants eligible to
  participate; or
 
    (b) increase the total number of shares of Stock which may be issuable
  under the Plan, except to the extent permitted in Article III;
 
  9.2 Restriction on Amendment and Termination. Notwithstanding the provisions
of Section 9.1, no amendment, suspension or termination of this Plan may reduce
or impair any of the rights or obligations of any holder under any then
outstanding award or Stock Option granted, without the consent of the holder.
 
  9.3 Alteration of Awards and Options. The Committee may amend the terms of
any award or option previously granted hereunder, prospectively or
retroactively, but no such amendment shall impair the rights of any holder
without the holder's consent.
 
                                   ARTICLE X
 
                            Unfunded Status of Plan
 
  The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
participant or optionee by the Bank, nothing set forth herein shall give any
such participant or optionee any rights that are greater than those of a
general creditor of the Bank. In its sole discretion, the Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Stock or payment in lieu of, or with respect
to, awards and grants hereunder, provided, however, that the existence of such
trusts or other arrangements is consistent with the unfunded status of the
Plan.
 
                                   ARTICLE XI
 
                               Change of Control
 
  The following acceleration and valuation provisions shall apply in the event
of a "Change of Control", as defined in this Article XI:
 
    (a) In the event of a "Change of Control" as defined in paragraph (b) of
  this Article XI, unless otherwise determined by the Committee or the Board
  in writing at or after grant, but prior to the occurrence of such Change of
  Control, as defined in paragraph (b) of this Article XI:
 
      (i) any Stock Appreciation Rights and any Stock Options awarded under
    the Plan which have been outstanding for at least six months, if not
    previously exercisable and vested shall become fully exercisable and
    vested;
 
      (ii) with the exception of the six-month restriction in Section
    7.3(a), the restrictions and deferral limitations applicable to any
    Restricted Stock award under the Plan shall lapse and such shares and
    awards shall be deemed fully vested; and
 
      (iii) any participant shall be entitled to surrender any outstanding
    Stock Options, Stock Appreciation Rights, Restricted Stock or
    Performance Awards, or portion thereof, in exchange for a cash payment
    to be payable as soon as practicable after the occurrence of the
    "Change of Control." In the case of Stock Options and Stock
    Appreciation Rights, the cash payment shall be in an amount
 
                                      B-11
<PAGE>
 
    equal to the "Change of Control Price" (as defined in paragraph (c) of
    Article XI) less the Exercise Price; and in the case of Restricted
    Stock and Performance Awards, the cash payment shall be in an amount
    equal to the Change of Control Price.
 
    (b) For purposes of paragraph (a) of this Article XI, a "Change of
  Control" means the happening of any of the following:
 
      (i) when any "person," as such term is used in Sections 13(d) and
    14(d) of the Exchange Act (other than Regions or an Affiliate or any
    Bank employee benefit plan (including its trustee)), is or becomes the
    "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
    directly or indirectly of securities of the Bank representing 25
    percent or more of the combined voting power of Regions' then
    outstanding securities;
 
      (ii) when, during any continuous period of 18 months, the individuals
    who, at the beginning of such period, constitute the Board cease, for
    any reason other than death, to constitute at least a majority thereof;
    or
 
      (iii) the occurrence of a transaction requiring stockholder approval
    for the acquisition of Regions by an entity other than Regions or an
    Affiliate through purchase of assets, or by merger, or otherwise.
 
    (c) For purposes of this Article XI, "Change of Control Price" means the
  highest price per share paid in any transaction reported in the principal
  market in which Bancshares' shares are traded, or paid in any transaction
  relate to a Change of Control of Bancshares at any time during the sixty-
  day period ending on the date the Change of Control occurs, except that in
  the case of Incentive Stock Options and Stock Appreciation Rights relating
  to Incentive Stock Options, such price shall be based only on transactions
  reported for the date on which the Committee decides to cash out such Stock
  Options and Stock Appreciation Rights.
 
                                  ARTICLE XII
 
                               General Provisions
 
  12.1 Government and Other Regulations. All certificates for shares of Stock
delivered under the Plan shall be subject to such stock transfer orders and
other restrictions as the Committee may deem advisable under the rules,
regulations, and other requirements of the Commission, any stock exchange upon
which the Stock is then listed, and any applicable Federal or state securities
law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.
 
  12.2 No Additional Rights. Nothing set forth in this Plan shall prevent the
Board from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases. The adoption
of the Plan shall not confer upon any employee or director of the Bank any
right to continued employment (or, in the case of a director, continued
retention as a director) with the Bank, nor shall it interfere in any way with
the right of the Bank to terminate the employment of any of its employees at
any time.
 
  12.3 Income Taxes. Each participant shall, no later than the date as of which
the gross income of the participant is recognized for Federal income tax
purposes, pay to the Bank, or make arrangements satisfactory to the Committee
for payment of, any Federal, state, or local income taxes of any kind required
by law to be withheld with respect to the grant or award. The obligations of
the Bank under the Plan shall be conditional on such payment or arrangements
and the Bank (and, where applicable, its Subsidiaries), shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to the participant. A participant may elect to have the
withholding tax obligations or, in the case of all grants and awards hereunder
except Stock Options which have related Stock Appreciation Rights, if the
Committee so determines, any additional tax obligation with respect to any
grants or awards hereunder satisfied by (a)
 
                                      B-12
<PAGE>
 
having the Bank withhold shares of Stock otherwise deliverable to the
participant with respect to the award, or (b) delivering to the Bank shares of
unrestricted stock.
 
  If the participant making the election for withholding under (a) above is an
officer of the Bank within the meaning of Section 16(b) of the Securities
Exchange Act of 1934, the election shall be irrevocable and must be made either
(i) during one of the "window" periods described in Rule 16b-3(c)(3)
promulgated under the Securities Exchange Act of 1934, or (ii) at least six
months prior to the date income is recognized with respect to the grant or
award.
 
  12.4 Right of First Refusal. At the time of grant or purchase, the Committee
may provide in connection with any grant, award, or purchase made under this
Plan that the shares of Stock received as a result of such grant, award, or
purchase shall be subject to a right of first refusal, pursuant to which the
participant shall be required to offer the Bank any shares that the participant
wishes to sell, with the price being the then Fair Market Value of the Stock.
 
  12.5 No Effect on Other Transactions. The existence of Stock Options, Stock
Appreciation Rights, Restricted Stock and Performance Shares shall not affect
the right or power of the Bank and its shareholders to make adjustments,
recapitalizations, reorganizations, or other changes to the Bank's capital
structure or its business; issue bonds, debentures, preferred or prior
preference stock affecting the Bank's Stock or the rights thereof; dissolve or
liquidate the Bank, or sell or transfer any part of its assets or business; or
any other corporate act, whether of a similar character or otherwise.
 
  12.6 Construction of Plan. The validity, interpretation, and administration
of the Plan and of any rules, regulations, determinations, or decisions made
thereunder, and the rights of any and all persons having or claiming to have
any interest therein or thereunder, shall be determined exclusively in
accordance with the laws of the State of Alabama. Without limiting the
generality of the foregoing, the period within which any action in connection
with the Plan must be commenced shall be governed by the laws of the State of
Alabama.
 
  12.7 Exemption From Registration of Shares. In the event any shares of Stock
issuable pursuant to the Plan are not registered under the Securities Act of
1933, and if the Bank so requests prior to the delivery of such shares, in
connection with the availability of an exemption from Registration of such
shares under Federal or State securities laws or otherwise, then the optionee
or other holder shall agree to hold any Stock issued under the Plan solely for
investment and without any present intention to resell or distribute the same,
and to dispose of such shares only in compliance with applicable securities
laws and regulations, and shall execute and deliver to the Bank an agreement to
this effect.
 
  12.8 Headings. The headings and subheadings in this Plan have been inserted
for convenience and reference only and are not to be used in construing the
instrument or any provisions hereof.
 
  12.9 Number and Gender. The masculine pronoun used shall include the feminine
pronoun and the singular number shall include the plural number unless the
context of the Plan requires otherwise.
 
                                  ARTICLE XIII
 
                                Effective Dates
 
  Upon approval of this Plan by the shareholders of Regions, the Plan shall
become effective as of January 16, 1991, the date of its adoption by the Board.
If the shareholders do not approve the Plan, the Plan shall not be effective,
and any and all actions taken hereunder shall be null and void or, if
necessary, shall be deemed to have been fully rescinded.
 
 
                                      B-13
<PAGE>
 
                                  ARTICLE XIV
 
                                  Term of Plan
 
  No Stock Option, Stock Appreciation Right, Restricted Stock or Performance
Award shall be granted pursuant to the Plan on or after the tenth anniversary
of the effective date of the Plan, but grants and awards theretofore made may
extend beyond that date.
 
 
                                      B-14