<page>
  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 2001
                                             Registration No.
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------
                         Regions Financial Corporation
             (Exact Name of Registrant as Specified in its Charter)
                              --------------------
                  Delaware                               63-0589368
        (State or Other Jurisdiction of               (I.R.S. Employer
        Incorporation or Organization)               Identification No.)

     417 North 20th Street, Birmingham, AL                  35203
   (Address of Principal Executive Offices)              (Zip Code)



                         1999 Long Term Incentive Plan
                             (Full Title of Plan)
                              --------------------

                              Samuel E. Upchurch, Jr.
                     General Counsel and Corporate Secretary
                              417 North 20th Street
                              Birmingham, AL 35203
                    (Name and address of agent for service)

                                 (205) 326-7860
          (Telephone Number, Including Area Code, of Agent for Service)
                              --------------------
                                   Copies to:

                               Charles C. Pinckney
                                 Duncan B. Blair
                      Lange, Simpson, Robinson & Somerville LLP
                        417 North 20th Street, Suite 1700
                               Birmingham, Al 35203
                                 (205) 250-5000

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

                              --------------------
                       CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                    <C>               <C>                   <C>                  <C>
  Title of                               Proposed maximum      Proposed maximum
 securities to         Amount to be      offering price            aggregate           Amount of
be registered          registered          per share*           offering price*     registration fee
----------------------------------------------------------------------------------------------------
Common Stock, par      15,000,000           $28.965              $434,475,000          $103,840
value $.625 per share
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
</TABLE>
* Estimated for the purpose of calculating the registration fee pursuant
  to Rule 457(c) of the Securities Act of 1933 based on the average of the
  high and low prices of Regions common stock as quoted on the Nasdaq National
  Market on December 14, 2001.


<page>
                               PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, previously filed by Regions Financial Corporation
("Regions" or the "Registrant") with the Securities and Exchange Commission,
are incorporated herein by reference:

          a.   Regions' Annual Report on Form 10-K for the year ended December
31, 2000.

          b. Regions' Quarterly Reports on Form 10-Q for the three month
periods ended March 31, June 30, and September 30, 2001;

          c.   All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 for the period since
December 31, 2000.

          d.   The description of Regions Common Stock under the heading
"Item 1. Capital Stock to be Registered" in the registration statement on Form
8-A of Regions relating to Regions Common Stock and in any amendment or report
filed for the purpose of updating such description.

     All documents subsequently filed pursuant to Sections 13, 14, and 15(d)
of the Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be a part
thereof from the date of filing of such documents.


ITEM 4.     DESCRIPTION OF SECURITIES

     Not applicable to this Registration Statement.

ITEM 5.     INTEREST OF NAMED EXPERTS AND COUNSEL

     An opinion on the legality of the shares which are the subject of this
registration statement is given by Lange, Simpson, Robinson & Somerville LLP,
417 North 20th Street, Birmingham, Alabama, 35203.  Henry E. Simpson, partner
of the firm, is a director of Regions.  As of December 18, 2001, attorneys in
the law firm of Lange, Simpson, Robinson & Somerville LLP owned an aggregate of
239,732 shares of Regions Common Stock.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article Tenth of the Certificate of Incorporation of the Registrant
provides:

          "(a) The corporation shall indemnify its officers, directors,
employees, and agents to the full extent permitted by the General
Corporation Law of Delaware. (b) No director of the corporation shall
be personally liable to the corporation or its stockholders for monetary
damages, for breach of fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the corporation or
its stockholders; (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (iii)
under Section 174 of the Delaware General Corporation Law; or (iv) for
any transaction from which the director derived an improper personal
benefit."

     Section 145 of the Delaware General Corporation law empowers the
Company to indemnify its officers and directors under certain circumstances.
The pertinent provisions of that statute read as follows:

        "(a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.

        "(b) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only
to the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other
court shall deem proper.

        "(c) To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in subsections
(a) and (b) of this section, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

        "(d) Any indemnification under subsections (a) and (b) of
this section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee
or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and
(b) of this section. Such determination shall be made (1) by a majority
vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) if there are no such
directors, or if such directors so direct, by independent legal counsel
in a written opinion, or (3) by the stockholders.

        "(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that
he is not entitled to be indemnified by the corporation as authorized
in this section. Such expenses (including attorneys' fees) incurred by
other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.

        "(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of this
section shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and
as to action in another capacity while holding such office.

        "(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him against
such liability under this section.

        "(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence
had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is
or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this section with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.

        "(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to any
employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee or agent with respect to
an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed
to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in
this section.

        "(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

        "(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.  The Court of Chancery may summarily determine a
corporation's obligation to advance expenses (including attorneys'
fees)."

     The Company has purchased a directors' and officers' liability
insurance contract which provides, within stated limits, reimbursement
either to a director or officer whose actions in his capacity result in
liability, or to the Registrant, in the event it has indemnified the
director or officer. Major exclusions from coverage include libel,
slander, personal profit based on inside information, illegal payments,
dishonesty, accounting of securities profits in violation of Section
16(b) of the Securities Exchange Act of 1934 and acts within the scope
of the Pension Reform Act of 1974.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable to this Registration Statement.

ITEM 8.     EXHIBITS.

     See Index to Exhibits.

ITEM 9.  UNDERTAKINGS.

     A.     The undersigned Registrant hereby undertakes to file, during
any period in which offers or sales are being made, a post-effective amendment
to this registration statement (i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the
prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate represents a fundamental change in
the information set forth in the registration statement; and (iii) to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement; PROVIDED HOWEVER, that such
undertakings set forth in (i) and (ii) above do not apply to the extent the
information required to be included in a post-effective amendment is contained
in periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

     The undersigned Registrant further undertakes, that, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     The undersigned Registrant further undertakes to remove from
registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.

     B.     The undersigned Registrant hereby undertakes that, for purposes
of determining liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934, (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

     C.     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Registrant, pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer, or controlling person of the Registrant in the successful
defense of any action, suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by
it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.


<page>
                                     SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Birmingham, State
of Alabama, on December 18, 2001.


                                          REGISTRANT:

                                          REGIONS FINANCIAL CORPORATION


                                        BY: /s/ Richard D. Horsley
                                            -----------------------------
                                                 Richard D. Horsley
                                             Vice Chairman of the Board and
                                              Executive Financial Officer


     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.



      SIGNATURE                         TITLE                       DATE
---------------------------- -------------------------------  ---------------
            *
---------------------------       Chairman of the Board,     December 18, 2001
Carl E. Jones, Jr.           President and Chief Executive
                                    Officer and Director
                              (principal executive officer)

/s/ Richard D. Horsley
---------------------------  Vice Chairman of the Board and  December 18, 2001
Richard D. Horsley            Executive Financial Officer
                                     and Director
                             (principal financial officer)
            *
---------------------------  Executive Vice President and    December 18, 2001
D. Bryan Jordan                       Comptroller
                            (principal accounting officer)


<page>
            *
---------------------------         Director                 December 18, 2001
Sheila S. Blair

            *
---------------------------         Director                 December 18, 2001
James B. Boone, Jr.

            *
---------------------------         Director                 December 18, 2001
James S.M. French

            *
---------------------------         Director                 December 18, 2001
Olin B. King

            *
---------------------------         Director                 December 18, 2001
Allen B. Morgan, Jr.


---------------------------         Director
Michael W. Murphy

            *
---------------------------         Director                 December 18, 2001
Henry E. Simpson


---------------------------         Director
Lee J. Styslinger, Jr.

            *
---------------------------         Director                 December 18, 2001
W. Woodrow Stewart

            *
---------------------------         Director                 December 18, 2001
John H. Watson

            *
---------------------------         Director                 December 18, 2001
C. Kemmons Wilson, Jr.


* By /s/ Richard D. Horsley as attorney-in-fact              December 18, 2001
     pursuant to a power of attorney.



     The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Birmingham, State of
Alabama, on December 18, 2001.


                       1999 Long Term Incentive Plan
   --------------------------------------------------------------------
                                  (Plan)


                    By:  /s/ Harry J. Dinken
                           Harry J. Dinken
                           Compensation and Benefits Director
                          --------------------------------
                            (Signature and Title)


<page>
                             INDEX TO EXHIBITS


                                                      Sequential
Exhibit                                                 Page
Number                    Description                  Number


4.1                Regions Financial Corporation 1999
                   Long Term Incentive Plan

5.1                Opinion Re: legality of
                   Lange, Simpson, Robinson &
                   Somerville LLP dated December 18,
                   2001

23.1               Consent of Ernst & Young LLP,
                   Independent Auditors

23.2               Consent of Lange, Simpson,
                   Robinson & Somerville LLP --
                   Included in Exhibit 5.1

24.1               Power of Attorney



<page>
                                                               EXHIBIT 4.1

                       REGIONS FINANCIAL CORPORATION
                       1999 LONG-TERM INCENTIVE PLAN
                               (as amended)

                                 ARTICLE 1
                                  PURPOSE

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

                                 ARTICLE 2
                               EFFECTIVE DATE

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

                                 ARTICLE 3
                                DEFINITIONS

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

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

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

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

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

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

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

          (iii)  The consummation of:

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

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

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

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

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


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

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

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

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

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

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

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

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

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

     (l)  "Fair Market Value" 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.

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

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

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

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

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

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

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

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

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

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

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

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

     (y)  "Subsidiary" means any corporation, limited liability company,
partnership or other entity of which a majority of the outstanding voting stock
or voting power is beneficially owned directly or indirectly by the Company.
For Incentive Stock Options, the term shall have the meaning set forth in Code
Section 424(f).

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

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

                                 ARTICLE 4
                              ADMINISTRATION

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

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

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

     (a)  Designate Participants;

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

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

     (d)  Determine the terms and conditions of any Award granted under the
Plan, including but not limited to, the exercise price, grant price, or
purchase price, any restrictions or limitations on the Award, any schedule for
lapse of forfeiture restrictions or restrictions on the exercisability of an
Award, and accelerations or waivers thereof, based in each case on such
considerations as the Committee in its sole discretion determines;

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

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

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

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

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

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

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

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

                                 ARTICLE 5
                        SHARES SUBJECT TO THE PLAN

     5.1. NUMBER OF SHARES.  Subject to adjustment as provided in Section 14.1,
the aggregate number of shares of Stock reserved and available for Awards or
which may be used to provide a basis of measurement for or to determine the
value of an Award (such as with a Stock Appreciation Right or Performance Unit
Award) shall be twenty five million (25,000,000) shares.  Not more than 10% of
the total authorized shares may be granted as Awards of Restricted Stock or
unrestricted Stock Awards.

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

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

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

                                 ARTICLE 6
                                ELIGIBILITY

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

                                 ARTICLE 7
                               STOCK OPTIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                 ARTICLE 8
                         STOCK APPRECIATION RIGHTS

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

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

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

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

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

                                 ARTICLE 9
                             PERFORMANCE UNITS

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

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

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

                                ARTICLE 10
                          RESTRICTED STOCK AWARDS

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

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

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

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

                               ARTICLE 11
                           DIVIDEND EQUIVALENTS

     11.1.GRANT OF DIVIDEND EQUIVALENTS.  The Committee is authorized to grant
Dividend Equivalents to Participants subject to such terms and conditions as
may be selected by the Committee.  Dividend Equivalents shall entitle the
Participant to receive payments equal to dividends with respect to all or a
portion of the number of shares of Stock subject to an Award, as determined by
the Committee.  The Committee may provide that Dividend Equivalents be paid or
distributed when accrued or be deemed to have been reinvested in additional
shares of Stock, or otherwise reinvested.

                                ARTICLE 12
                         OTHER STOCK-BASED AWARDS

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

                                ARTICLE 13
                      PROVISIONS APPLICABLE TO AWARDS

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

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

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

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

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

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

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

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

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

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

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

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

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

                                ARTICLE 14
                       CHANGES IN CAPITAL STRUCTURE

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

                                ARTICLE 15
              AMENDMENT, MODIFICATION AND TERMINATION

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

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

                                ARTICLE 16
                            GENERAL PROVISIONS

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

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

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

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

     l6.5.  UNFUNDED STATUS OF AWARDS.  The Plan is intended to be an
"unfunded" plan for incentive and deferred compensation.  With respect to any
payments not yet made to a Participant pursuant to an Award, nothing contained
in the Plan or any Award Agreement shall give the Participant any rights that
are greater than those of a general creditor of the Company or any Parent or
Subsidiary.

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

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

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

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

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

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

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

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

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


<page>
                                                               EXHIBIT 5.1



                     LANGE, SIMPSON, ROBINSON & SOMERVILLE LLP
                       417 NORTH 20TH STREET, SUITE 1700
                           BIRMINGHAM, ALABAMA 35203
                           TELEPHONE: (205) 250-5000
                           FACSIMILE: (205) 250-5034

                             December 18, 2001


Regions Financial Corporation
417 North 20th Street
Birmingham, Alabama  35203


Ladies and Gentlemen:


     We render this opinion as counsel for Regions Financial Corporation,
a Delaware corporation ("the Company") in connection with its registration
statement on Form S-8 for shares of its common stock to be issued under its
1999 Long-Term Incentive Plan (the "Plan").  We have considered the terms of
the Plan and the manner in which it operates, and we have examined such
other documents and records as we have deemed necessary to examine for the
purpose of giving this opinion.

     Based upon the foregoing, it is our opinion that, when a certificate
of shares of the Company is released to a participant in the Plan upon (i)
exercise of an option and payment of the consideration therefore, or upon
(ii) the lapse of restrictions on a restricted stock grant to a participant
and payment by the recipient of the specified consideration for the
restricted stock award, or upon (iii) the satisfaction of specified
performance criteria incident to a grant of performance shares under the Plan
to a participant and payment by the recipient of the specified consideration
for the performance share award, such shares will be duly authorized, validly
issued, fully paid and non-assessable, with no personal liability attaching
to the ownership thereof.

     We consent to the inclusion of this opinion as an exhibit of the
registration statement and to the reference to this firm in Part II of the
Registration Statement.
                                Yours truly,


               /s/ Lange, Simpson, Robinson & Somerville LLP




<page>
                                                               EXHIBIT 23.1

CONSENT OF ERNST & YOUNG LLP

We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related Prospectus of Regions Financial Corporation pertaining
to the 1999 Long Term Incentive Plan of Regions Financial Corporation of our
report dated January 24, 2001 (except Note Y as to which the date is March 5,
2001), with respect to the consolidated financial statements of Regions
Financial Corporation included in its Annual Report (Form 10-K) for the year
ended December 31, 2000, filed with the Securities and Exchange Commission.

                                               /s/ Ernst & Young LLP

Birmingham, Alabama
December 14, 2001


<page>
                                                                EXHIBIT 24.1

                          REGIONS FINANCIAL CORPORATION

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that the undersigned directors and officers
of REGIONS FINANCIAL CORPORATION (the "Corporation") hereby constitute and
appoint Richard D. Horsley and Samuel E. Upchurch, Jr., and each of them, the
true and lawful agent and attorney-in-fact of the undersigned, with full power
of substitution and resubstitution, and with full power and authority in said
agents and attorneys-in-fact, and in any one of them, to sign for the
undersigned and in their respective names as directors and officers of the
Corporation, one or more Registration Statements to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the 1999 Long Term Incentive Plan of Regions Financial
Corporation, and to  sign any and all amendments to such Registration
Statements.




      SIGNATURE                       TITLE                         DATE
--------------------------   -----------------------------   -----------------

/s/ Carl E. Jones, Jr.
--------------------------     Chairman of the Board, President   July 18, 2001
 Carl E. Jones, Jr.             and Chief Executive Officer
                                      and Director
                             (principal executive officer)

/s/ Richard D. Horsley
--------------------------       Vice Chairman of the Board and   July 18, 2001
 Richard D. Horsley            Executive Financial Officer
                                      and Director
                              (principal financial officer)

/s/ D. Bryan Jordan
-----------------------------    Executive Vice President and     July 18, 2001
D. Bryan Jordan                        Comptroller
                             (principal accounting officer)

/s/ Sheila S. Blair
------------------------------          Director                  July 18, 2001
 Sheila S. Blair


/s/ James B. Boone, Jr.
------------------------------          Director                  July 18, 2001
 James B. Boone, Jr.


/s/ James S.M. French
------------------------------          Director                  July 18, 2001
 James S.M. French


/s/ Olin B. King
------------------------------          Director                  July 18, 2001
 Olin B. King


/s/ Allen B. Morgan, Jr.
-----------------------------          Director                  July 18, 2001
 Allen B. Morgan, Jr.


------------------------------          Director
 Michael W. Murphy


/s/ Henry E. Simpson
------------------------------          Director                  July 18, 2001
 Henry E. Simpson


------------------------------          Director
 Lee J. Styslinger, Jr.


/s/ W. Woodrow Stewart
------------------------------          Director                  July 18, 2001
W. Woodrow Stewart


/s/ John H. Watson
------------------------------          Director                  July 18, 2001
 John H. Watson


/s/ C. Kemmons Wilson, Jr.
------------------------------          Director                  July 18, 2001
 C. Kemmons Wilson, Jr.
[{"type": "S-8", "sequence": "1", "filename": "s8_ltp99.txt", "secsgml_size_bytes": 78611}]
{"company-data": {"conformed-name": "REGIONS FINANCIAL CORP", "cik": "0000036032", "assigned-sic": "6021", "irs-number": "630589368", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75530", "film-number": "1818779"}, "business-address": {"street1": "417 NORTH 20TH STREET", "city": "BIRMINGHAM", "state": "AL", "zip": "35023", "phone": "2059441300"}, "mail-address": {"street1": "417 NORTH 20TH STREET", "city": "BIRMINGHAM", "state": "AL", "zip": "35023"}, "former-company": {"former-conformed-name": "FIRST ALABAMA BANCSHARES INC", "date-changed": "19920703"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 20, 2001
                                             Registration No.
----------------------------------------------------------------------------
----------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------
                         Regions Financial Corporation
             (Exact Name of Registrant as Specified in its Charter)
                              --------------------
                  Delaware                               63-0589368
        (State or Other Jurisdiction of               (I.R.S. Employer
        Incorporation or Organization)               Identification No.)

     417 North 20th Street, Birmingham, AL                  35203
   (Address of Principal Executive Offices)              (Zip Code)

                         1999 Long Term Incentive Plan
                             (Full Title of Plan)
                              --------------------

                              Samuel E. Upchurch, Jr.
                     General Counsel and Corporate Secretary
                              417 North 20th Street
                              Birmingham, AL 35203
                    (Name and address of agent for service)

                                 (205) 326-7860
          (Telephone Number, Including Area Code, of Agent for Service)
                              --------------------
                                   Copies to:

                               Charles C. Pinckney
                                 Duncan B. Blair
                      Lange, Simpson, Robinson & Somerville LLP
                        417 North 20th Street, Suite 1700
                               Birmingham, Al 35203
                                 (205) 250-5000

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

                              --------------------
                       CALCULATION OF REGISTRATION FEE
Title of                               Proposed maximum      Proposed maximum
 securities to         Amount to be      offering price            aggregate           Amount of
be registered          registered          per share*           offering price*     registration fee
----------------------------------------------------------------------------------------------------
Common Stock, par      15,000,000           $28.965              $434,475,000          $103,840
value $.625 per share
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
* Estimated for the purpose of calculating the registration fee pursuant
  to Rule 457(c) of the Securities Act of 1933 based on the average of the
  high and low prices of Regions common stock as quoted on the Nasdaq National
  Market on December 14, 2001.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, previously filed by Regions Financial Corporation
("Regions" or the "Registrant") with the Securities and Exchange Commission,
are incorporated herein by reference:

          a.   Regions' Annual Report on Form 10-K for the year ended December
31, 2000.

          b. Regions' Quarterly Reports on Form 10-Q for the three month
periods ended March 31, June 30, and September 30, 2001;

          c.   All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 for the period since
December 31, 2000.

          d.   The description of Regions Common Stock under the heading
"Item 1. Capital Stock to be Registered" in the registration statement on Form
8-A of Regions relating to Regions Common Stock and in any amendment or report
filed for the purpose of updating such description.

     All documents subsequently filed pursuant to Sections 13, 14, and 15(d)
of the Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
de-registers all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be a part
thereof from the date of filing of such documents.

ITEM 4.     DESCRIPTION OF SECURITIES

     Not applicable to this Registration Statement.

ITEM 5.     INTEREST OF NAMED EXPERTS AND COUNSEL

     An opinion on the legality of the shares which are the subject of this
registration statement is given by Lange, Simpson, Robinson & Somerville LLP,
417 North 20th Street, Birmingham, Alabama, 35203.  Henry E. Simpson, partner
of the firm, is a director of Regions.  As of December 18, 2001, attorneys in
the law firm of Lange, Simpson, Robinson & Somerville LLP owned an aggregate of
239,732 shares of Regions Common Stock.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article Tenth of the Certificate of Incorporation of the Registrant
provides:

          "(a) The corporation shall indemnify its officers, directors,
employees, and agents to the full extent permitted by the General
Corporation Law of Delaware. (b) No director of the corporation shall
be personally liable to the corporation or its stockholders for monetary
damages, for breach of fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to the corporation or
its stockholders; (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (iii)
under Section 174 of the Delaware General Corporation Law; or (iv) for
any transaction from which the director derived an improper personal
benefit."

     Section 145 of the Delaware General Corporation law empowers the
Company to indemnify its officers and directors under certain circumstances.
The pertinent provisions of that statute read as follows:

        "(a) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.

        "(b) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation unless and only
to the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other
court shall deem proper.

        "(c) To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in subsections
(a) and (b) of this section, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

        "(d) Any indemnification under subsections (a) and (b) of
this section (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee
or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and
(b) of this section. Such determination shall be made (1) by a majority
vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (2) if there are no such
directors, or if such directors so direct, by independent legal counsel
in a written opinion, or (3) by the stockholders.

        "(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that
he is not entitled to be indemnified by the corporation as authorized
in this section. Such expenses (including attorneys' fees) incurred by
other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.

        "(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of this
section shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and
as to action in another capacity while holding such office.

        "(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him against
such liability under this section.

        "(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence
had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is
or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this section with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.

        "(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to any
employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee or agent with respect to
an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed
to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in
this section.

        "(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

        "(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.  The Court of Chancery may summarily determine a
corporation's obligation to advance expenses (including attorneys'
fees)."

     The Company has purchased a directors' and officers' liability
insurance contract which provides, within stated limits, reimbursement
either to a director or officer whose actions in his capacity result in
liability, or to the Registrant, in the event it has indemnified the
director or officer. Major exclusions from coverage include libel,
slander, personal profit based on inside information, illegal payments,
dishonesty, accounting of securities profits in violation of Section
16(b) of the Securities Exchange Act of 1934 and acts within the scope
of the Pension Reform Act of 1974.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable to this Registration Statement.

ITEM 8.     EXHIBITS.

     See Index to Exhibits.

ITEM 9.  UNDERTAKINGS.

     A.     The undersigned Registrant hereby undertakes to file, during
any period in which offers or sales are being made, a post-effective amendment
to this registration statement (i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the
prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate represents a fundamental change in
the information set forth in the registration statement; and (iii) to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement; PROVIDED HOWEVER, that such
undertakings set forth in (i) and (ii) above do not apply to the extent the
information required to be included in a post-effective amendment is contained
in periodic reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

     The undersigned Registrant further undertakes, that, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     The undersigned Registrant further undertakes to remove from
registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.

     B.     The undersigned Registrant hereby undertakes that, for purposes
of determining liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934, (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

     C.     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Registrant, pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer, or controlling person of the Registrant in the successful
defense of any action, suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by
it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Birmingham, State
of Alabama, on December 18, 2001.

                                          REGISTRANT:

                                          REGIONS FINANCIAL CORPORATION

                                        BY: /s/ Richard D. Horsley
                                            -----------------------------
                                                 Richard D. Horsley
                                             Vice Chairman of the Board and
                                              Executive Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

      SIGNATURE                         TITLE                       DATE
---------------------------- -------------------------------  ---------------
            *
---------------------------       Chairman of the Board,     December 18, 2001
Carl E. Jones, Jr.           President and Chief Executive
                                    Officer and Director
                              (principal executive officer)

/s/ Richard D. Horsley
---------------------------  Vice Chairman of the Board and  December 18, 2001
Richard D. Horsley            Executive Financial Officer
                                     and Director
                             (principal financial officer)
            *
---------------------------  Executive Vice President and    December 18, 2001
D. Bryan Jordan                       Comptroller
                            (principal accounting officer)
*
---------------------------         Director                 December 18, 2001
Sheila S. Blair

            *
---------------------------         Director                 December 18, 2001
James B. Boone, Jr.

            *
---------------------------         Director                 December 18, 2001
James S.M. French

            *
---------------------------         Director                 December 18, 2001
Olin B. King

            *
---------------------------         Director                 December 18, 2001
Allen B. Morgan, Jr.

---------------------------         Director
Michael W. Murphy

            *
---------------------------         Director                 December 18, 2001
Henry E. Simpson

---------------------------         Director
Lee J. Styslinger, Jr.

            *
---------------------------         Director                 December 18, 2001
W. Woodrow Stewart

            *
---------------------------         Director                 December 18, 2001
John H. Watson

            *
---------------------------         Director                 December 18, 2001
C. Kemmons Wilson, Jr.

* By /s/ Richard D. Horsley as attorney-in-fact              December 18, 2001
     pursuant to a power of attorney.

     The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Birmingham, State of
Alabama, on December 18, 2001.

                       1999 Long Term Incentive Plan
   --------------------------------------------------------------------
                                  (Plan)

                    By:  /s/ Harry J. Dinken
                           Harry J. Dinken
                           Compensation and Benefits Director
                          --------------------------------
                            (Signature and Title)
INDEX TO EXHIBITS

                                                      Sequential
Exhibit                                                 Page
Number                    Description                  Number

4.1                Regions Financial Corporation 1999
                   Long Term Incentive Plan

5.1                Opinion Re: legality of
                   Lange, Simpson, Robinson &
                   Somerville LLP dated December 18,
                   2001

23.1               Consent of Ernst & Young LLP,
                   Independent Auditors

23.2               Consent of Lange, Simpson,
                   Robinson & Somerville LLP --
                   Included in Exhibit 5.1

24.1               Power of Attorney
EXHIBIT 4.1

                       REGIONS FINANCIAL CORPORATION
                       1999 LONG-TERM INCENTIVE PLAN
                               (as amended)

                                 ARTICLE 1
                                  PURPOSE

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

                                 ARTICLE 2
                               EFFECTIVE DATE

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

                                 ARTICLE 3
                                DEFINITIONS

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

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

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

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

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

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

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

          (iii)  The consummation of:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     (l)  "Fair Market Value" 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.

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

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

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

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

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

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

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

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

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

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

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

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

     (y)  "Subsidiary" means any corporation, limited liability company,
partnership or other entity of which a majority of the outstanding voting stock
or voting power is beneficially owned directly or indirectly by the Company.
For Incentive Stock Options, the term shall have the meaning set forth in Code
Section 424(f).

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

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

                                 ARTICLE 4
                              ADMINISTRATION

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

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

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

     (a)  Designate Participants;

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

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

     (d)  Determine the terms and conditions of any Award granted under the
Plan, including but not limited to, the exercise price, grant price, or
purchase price, any restrictions or limitations on the Award, any schedule for
lapse of forfeiture restrictions or restrictions on the exercisability of an
Award, and accelerations or waivers thereof, based in each case on such
considerations as the Committee in its sole discretion determines;

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

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

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

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

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

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

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

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

                                 ARTICLE 5
                        SHARES SUBJECT TO THE PLAN

     5.1. NUMBER OF SHARES.  Subject to adjustment as provided in Section 14.1,
the aggregate number of shares of Stock reserved and available for Awards or
which may be used to provide a basis of measurement for or to determine the
value of an Award (such as with a Stock Appreciation Right or Performance Unit
Award) shall be twenty five million (25,000,000) shares.  Not more than 10% of
the total authorized shares may be granted as Awards of Restricted Stock or
unrestricted Stock Awards.

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

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

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

                                 ARTICLE 6
                                ELIGIBILITY

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

                                 ARTICLE 7
                               STOCK OPTIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                 ARTICLE 8
                         STOCK APPRECIATION RIGHTS

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

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

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

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

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

                                 ARTICLE 9
                             PERFORMANCE UNITS

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

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

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

                                ARTICLE 10
                          RESTRICTED STOCK AWARDS

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

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

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

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

                               ARTICLE 11
                           DIVIDEND EQUIVALENTS

     11.1.GRANT OF DIVIDEND EQUIVALENTS.  The Committee is authorized to grant
Dividend Equivalents to Participants subject to such terms and conditions as
may be selected by the Committee.  Dividend Equivalents shall entitle the
Participant to receive payments equal to dividends with respect to all or a
portion of the number of shares of Stock subject to an Award, as determined by
the Committee.  The Committee may provide that Dividend Equivalents be paid or
distributed when accrued or be deemed to have been reinvested in additional
shares of Stock, or otherwise reinvested.

                                ARTICLE 12
                         OTHER STOCK-BASED AWARDS

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

                                ARTICLE 13
                      PROVISIONS APPLICABLE TO AWARDS

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

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

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

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

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

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

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

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

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

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

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

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

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

                                ARTICLE 14
                       CHANGES IN CAPITAL STRUCTURE

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

                                ARTICLE 15
              AMENDMENT, MODIFICATION AND TERMINATION

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

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

                                ARTICLE 16
                            GENERAL PROVISIONS

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

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

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

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

     l6.5.  UNFUNDED STATUS OF AWARDS.  The Plan is intended to be an
"unfunded" plan for incentive and deferred compensation.  With respect to any
payments not yet made to a Participant pursuant to an Award, nothing contained
in the Plan or any Award Agreement shall give the Participant any rights that
are greater than those of a general creditor of the Company or any Parent or
Subsidiary.

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

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

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

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

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

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

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

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

     16.14.  ADDITIONAL PROVISIONS.  Each Award Agreement may contain such
other terms and conditions as the Committee may determine; provided that such
other terms and conditions are not inconsistent with the provisions of this
Plan.
EXHIBIT 5.1

                     LANGE, SIMPSON, ROBINSON & SOMERVILLE LLP
                       417 NORTH 20TH STREET, SUITE 1700
                           BIRMINGHAM, ALABAMA 35203
                           TELEPHONE: (205) 250-5000
                           FACSIMILE: (205) 250-5034

                             December 18, 2001

Regions Financial Corporation
417 North 20th Street
Birmingham, Alabama  35203

Ladies and Gentlemen:

     We render this opinion as counsel for Regions Financial Corporation,
a Delaware corporation ("the Company") in connection with its registration
statement on Form S-8 for shares of its common stock to be issued under its
1999 Long-Term Incentive Plan (the "Plan").  We have considered the terms of
the Plan and the manner in which it operates, and we have examined such
other documents and records as we have deemed necessary to examine for the
purpose of giving this opinion.

     Based upon the foregoing, it is our opinion that, when a certificate
of shares of the Company is released to a participant in the Plan upon (i)
exercise of an option and payment of the consideration therefore, or upon
(ii) the lapse of restrictions on a restricted stock grant to a participant
and payment by the recipient of the specified consideration for the
restricted stock award, or upon (iii) the satisfaction of specified
performance criteria incident to a grant of performance shares under the Plan
to a participant and payment by the recipient of the specified consideration
for the performance share award, such shares will be duly authorized, validly
issued, fully paid and non-assessable, with no personal liability attaching
to the ownership thereof.

     We consent to the inclusion of this opinion as an exhibit of the
registration statement and to the reference to this firm in Part II of the
Registration Statement.
                                Yours truly,

               /s/ Lange, Simpson, Robinson & Somerville LLP
EXHIBIT 23.1

CONSENT OF ERNST & YOUNG LLP

We consent to the incorporation by reference in the Registration Statement
(Form S-8) and related Prospectus of Regions Financial Corporation pertaining
to the 1999 Long Term Incentive Plan of Regions Financial Corporation of our
report dated January 24, 2001 (except Note Y as to which the date is March 5,
2001), with respect to the consolidated financial statements of Regions
Financial Corporation included in its Annual Report (Form 10-K) for the year
ended December 31, 2000, filed with the Securities and Exchange Commission.

                                               /s/ Ernst & Young LLP

Birmingham, Alabama
December 14, 2001
EXHIBIT 24.1

                          REGIONS FINANCIAL CORPORATION

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that the undersigned directors and officers
of REGIONS FINANCIAL CORPORATION (the "Corporation") hereby constitute and
appoint Richard D. Horsley and Samuel E. Upchurch, Jr., and each of them, the
true and lawful agent and attorney-in-fact of the undersigned, with full power
of substitution and resubstitution, and with full power and authority in said
agents and attorneys-in-fact, and in any one of them, to sign for the
undersigned and in their respective names as directors and officers of the
Corporation, one or more Registration Statements to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the 1999 Long Term Incentive Plan of Regions Financial
Corporation, and to  sign any and all amendments to such Registration
Statements.

      SIGNATURE                       TITLE                         DATE
--------------------------   -----------------------------   -----------------

/s/ Carl E. Jones, Jr.
--------------------------     Chairman of the Board, President   July 18, 2001
 Carl E. Jones, Jr.             and Chief Executive Officer
                                      and Director
                             (principal executive officer)

/s/ Richard D. Horsley
--------------------------       Vice Chairman of the Board and   July 18, 2001
 Richard D. Horsley            Executive Financial Officer
                                      and Director
                              (principal financial officer)

/s/ D. Bryan Jordan
-----------------------------    Executive Vice President and     July 18, 2001
D. Bryan Jordan                        Comptroller
                             (principal accounting officer)

/s/ Sheila S. Blair
------------------------------          Director                  July 18, 2001
 Sheila S. Blair

/s/ James B. Boone, Jr.
------------------------------          Director                  July 18, 2001
 James B. Boone, Jr.

/s/ James S.M. French
------------------------------          Director                  July 18, 2001
 James S.M. French

/s/ Olin B. King
------------------------------          Director                  July 18, 2001
 Olin B. King

/s/ Allen B. Morgan, Jr.
-----------------------------          Director                  July 18, 2001
 Allen B. Morgan, Jr.

------------------------------          Director
 Michael W. Murphy

/s/ Henry E. Simpson
------------------------------          Director                  July 18, 2001
 Henry E. Simpson

------------------------------          Director
 Lee J. Styslinger, Jr.

/s/ W. Woodrow Stewart
------------------------------          Director                  July 18, 2001
W. Woodrow Stewart

/s/ John H. Watson
------------------------------          Director                  July 18, 2001
 John H. Watson

/s/ C. Kemmons Wilson, Jr.
------------------------------          Director                  July 18, 2001
 C. Kemmons Wilson, Jr.