AMSOUTH BANCORPORATION, DEF 14A, 1995-03-17

AMSOUTH BANCORPORATION
DEF 14A, 1995-03-17
STATE COMMERCIAL BANKS

Previous: AETNA LIFE & CASUALTY CO, DEF 14A, 1995-03-17

Next: ALCO STANDARD CORP, 10-K/A, 1995-03-17

<PAGE>

[LOGO OF AMSOUTH BANCORPORATION APPEARS HERE]

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

Post Office Box 11007
Birmingham, Alabama 35288

NOTICE OF MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 20, 1995

TO THE HOLDERS OF SHARES OF COMMON STOCK:

NOTICE IS HEREBY GIVEN that, pursuant to call of its Directors, the regular
Annual Meeting of Shareholders of AMSOUTH BANCORPORATION will be held in the
auditorium of AmSouth Bank of Alabama in the AmSouth/Harbert Plaza, 1901 Sixth
Avenue, North, in Birmingham, Alabama, on Thursday, April 20, 1995 at 11:00
A.M., Birmingham, Alabama time, for the purpose of considering and voting upon
the following matters:

1. The election of five directors of Class I to serve for a term of three
years until the Annual Meeting of Shareholders in 1998 or until their
successors are elected and qualify.

2. Approval of the Director Restricted Stock Plan.

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

Your attention is directed to the accompanying Proxy Statement for further
information with respect to the matters to be acted upon at the meeting.

Only those Shareholders of Record at the
close of business on March 3, 1995 shall be
entitled to receive notice of the meeting
and to vote at the meeting.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Diane S. Masters

March 15, 1995 Secretary

- -------------------------------------------------------------------------------
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE
MEETING, YOU MAY THEN WITHDRAW YOUR PROXY IF YOU WISH. YOUR PROXY MAY BE
REVOKED AT ANY TIME PRIOR TO ITS EXERCISE.
- -------------------------------------------------------------------------------
<PAGE>

TABLE OF CONTENTS PAGE

<TABLE>
<S> <C>
Notice of Meeting........................................................ Cover
Proxy Statement.......................................................... 1
General.................................................................. 1
Shareholder Proposals.................................................... 1
Voting Securities and Principal Holders Thereof.......................... 1
Election of Directors.................................................... 5
General................................................................. 5
Board Restructuring..................................................... 5
Certain Information Concerning the Board of Directors and its Commit-
tees................................................................... 12
Director Attendance; Filings............................................ 12
Certain Transactions.................................................... 12
Executive Compensation................................................... 13
Director Restricted Stock Plan........................................... 21
Voting Procedures........................................................ 23
Relationship With Independent Public Accountants......................... 24
Exhibit A................................................................ A-1
</TABLE>
<PAGE>

PROXY STATEMENT
DATED MARCH 15, 1995
AMSOUTH BANCORPORATION
P.O. Box 11007, Birmingham, Alabama 35288
For Annual Meeting of Shareholders
To be Held on April 20, 1995
GENERAL

This Proxy Statement is furnished on or about March 17, 1995, to the
shareholders of AmSouth Bancorporation ("AmSouth") in connection with the
solicitation of proxies by the Board of Directors of AmSouth to be used in
voting at the Annual Meeting of Shareholders to be held on April 20, 1995 and
any adjournment or adjournments thereof. If the enclosed Proxy is properly
executed and received by AmSouth before or at the Annual Meeting, the shares
represented thereby will be voted as specified in the Proxy, BUT IF NO
SPECIFICATION IS MADE, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED (1)
FOR THE ELECTION OF THE FIVE NOMINEES AS DIRECTORS AND (2) FOR APPROVAL OF THE
DIRECTOR RESTRICTED STOCK PLAN.

The person giving the enclosed Proxy may revoke it at any time before it is
voted by voting in person at the Annual Meeting or by delivering a later
written proxy or a written revocation to the corporate secretary of AmSouth,
provided such later written proxy or revocation is actually received by the
corporate secretary of AmSouth before the vote of shareholders.

Solicitation of proxies will be made initially by mail. In addition, proxies
may be solicited by directors, officers and other employees of AmSouth and its
subsidiaries, in person, by telephone and by other means. AmSouth has also
retained Morrow & Co., Inc. to assist with the solicitation of proxies for a
fee of $5,000 plus the reimbursement of any out-of-pocket expenses incurred.
It is possible that Morrow & Co. may be paid additional fees depending upon
the services rendered. The cost of preparing, assembling and mailing this
Proxy Statement and other materials furnished to shareholders and all other
expenses of solicitation, including the expenses of brokers, custodians,
nominees and other fiduciaries who, at the request of AmSouth, mail material
to or otherwise communicate with beneficial owners of the shares held by them,
will be paid by AmSouth.

THIS SOLICITATION IS MADE BY THE BOARD OF DIRECTORS OF AMSOUTH.

The purposes of the Annual Meeting are as set forth in the accompanying "No-
tice of Meeting of Shareholders." Management of AmSouth does not know of any
matters that may be brought before the Annual Meeting other than as described
in the Notice of Meeting. IF ANY OTHER MATTERS SHOULD PROPERLY BE BROUGHT BE-
FORE THE ANNUAL MEETING OR ANY ADJOURNMENTS THEREOF, THE ENCLOSED PROXY WILL
BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF MANAGEMENT.

The Board of Directors urges that you execute and return the enclosed Proxy
as soon as possible and recommends that the shares represented by the Proxy be
voted in favor of the matters proposed.

A COPY OF AMSOUTH'S 1994 ANNUAL REPORT TO SHAREHOLDERS ACCOMPANIES THIS PROXY
STATEMENT. A COPY OF AMSOUTH'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1994 WILL BE FURNISHED WITHOUT CHARGE TO ANY SHAREHOLDER WHO
REQUESTS SUCH REPORT IN WRITING FROM RICKY W. THOMAS, AMSOUTH BANCORPORATION,
INVESTOR RELATIONS DEPARTMENT, POST OFFICE BOX 11007, BIRMINGHAM, ALABAMA
35288.

SHAREHOLDER PROPOSALS

In order to be included in the proxy materials for AmSouth's 1996 Annual
Meeting, any proposals of shareholders intended to be presented at that
meeting must be received in written form at AmSouth's executive offices on or
before November 14, 1995.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Shares of common stock, $1.00 par value per share, are the only authorized
securities of AmSouth entitled to vote, and each outstanding share is entitled
to one vote. Only holders of record of common stock at the close of business
on March 3, 1995 will be entitled to vote at the Annual Meeting. AmSouth is
currently authorized to issue up to two hundred million (200,000,000) shares
of such common stock. As of March 3, 1995, there were 58,110,733 shares of
common stock of AmSouth issued, outstanding and entitled to vote.

1
<PAGE>

Shareholders who are participants in AmSouth's Dividend Reinvestment and
Common Stock Purchase Plan will find that the enclosed Proxy shows the total
of the number of shares held by them in their own names and those shares,
including fractions of shares, held on their behalf by the agent for the plan.
Signing and returning the enclosed Proxy will allow voting of all shares,
including those held by the agent.

At March 10, 1995 no person was known to the management of AmSouth to be the
beneficial owner of more than 5% of AmSouth's outstanding common stock other
than (i) the "AmSouth Group" (consisting of the Trust Divisions of AmSouth
Bank of Alabama, AmSouth Bank of Florida and AmSouth Bank of Tennessee) and
(ii) Capital Research and Management Company (see the following table).

The following tabulation reflects the number of shares of AmSouth common
stock (rounded to the nearest whole number) beneficially owned by (i) the
AmSouth Group, (ii) Capital Research and Management Company, (iii) each
director and nominee for director of AmSouth, (iv) the three most highly
compensated executive officers who are not also directors (listed in the table
under the heading "Certain Executive Officers") and (v) the directors,
nominees and executive officers of AmSouth as a group.

Hugh B. Jacks, E. Roberts Leatherbury, Arthur R. Outlaw and Spencer H. Wright
will retire as directors effective April 20, 1995, pursuant to the mandatory
retirement provisions in the AmSouth Bylaws. In addition, as described below
under "ELECTION OF DIRECTORS," several other directors of AmSouth are not
standing for reelection or are voluntarily resigning as directors as of April
20, 1995 in connection with a planned restructuring of the AmSouth Board of
Directors.

2
<PAGE>

<TABLE>
<CAPTION>
AMSOUTH SHARES BENEFICIALLY OWNED/(1)/ AS OF MARCH 10, 1995+
-------------------------------------------------------------------------------------------------
SOLE SHARED PERCENT OF TOTAL
PERSON, GROUP OR ENTITY POWER POWER(2) AGGREGATE OUTSTANDING
- ----------------------- ---------------- -------------- ---------------- ---------------------
<S> <C> <C> <C> <C>
AmSouth Group+
(P.O. Box 11426,
Birmingham, Alabama
35202) 3,971,320/(3)/ 966,568/(4)/ 4,937,888/(5)(6)/ 8.51%
Capital Research and
Management Company+
(333 South Hope St.,
Los Angeles, CA 90071) 4,295,000/(7)/ 4,295,000/(7)/ 7.40%
DIRECTORS AND NOMINEES
George W. Barber, Jr. 81,958/(8)/ 27,259/(8)/ 109,217 *
William D. Biggs 50,768 50,768 *
Barney B. Burks, Jr. 5,002 5,002 *
William J. Cabaniss, Jr. 4,834 16,315/(9)/ 21,149 *
J. Harold Chandler 1,000 1,000 *
Joseph M. Farley 9,743 8,988/(10)/ 18,731 *
Rodney C. Gilbert 250 250 *
M. Miller Gorrie 14,052 1,000 15,052 *
Robert A. Guthans 8,757 8,757 *
Elmer B. Harris 2,188 2,188 *
James I. Harrison, Jr. 3,661 3,661 *
Donald E. Hess 1,287 1,287 *
Hugh B. Jacks 3,879 3,879 *
Ronald L. Kuehn, Jr. 1,618 1,618 *
E. Roberts Leatherbury 1,564 307 1,871 *
James R. Malone 100 100 *
Mrs. H. Taylor
Morrissette 9,853 9,853 *
Claude B. Nielsen 1,048 1,048 *
Arthur R. Outlaw 10,896/(11)/ 10,896 *
Z. Cartter Patten, III 77,973/(12)/ 273,040/(13)/ 351,013 *
Benjamin F. Payton 1,388 1,388 *
C. Dowd Ritter 105,652/(14)/ 105,652 *
William J. Rushton III 18,976 6,039/(15)/ 25,015 *
Herbert A. Sklenar 2,510 2,510 *
W.A. Williamson, Jr. 24,978 18,848 43,826 *
John W. Woods 329,359/(16)/ 329,359 *
Spencer H. Wright 48,257 35,000 83,257 *
CERTAIN EXECUTIVE
OFFICERS
A. Fox deFuniak, III 50,973/(17)/ 390 51,363 *
W. Michael Graves 40,791/(18)/ 40,791 *
E.W. Stephenson, Jr. 42,304/(19)/ 42,304 *
Directors, Nominees and
Executive Officers as a
group (consisting of 33
persons) 1,008,071/(20)/ 393,304 1,401,375 2.41%
</TABLE>
- -------
* less than 1 percent
+ Figures for the AmSouth Group and Capital Research and Management Company,
and for shares held by the AmSouth Thrift Plan, are as of December 31, 1994.

3
<PAGE>

NOTES
(1) The number of shares reflected are shares which under applicable
regulations of the Securities and Exchange Commission are deemed to be
beneficially owned. Shares deemed to be beneficially owned under such
regulations include shares as to which, directly or indirectly, through
any contract, arrangement, understanding, relationship or otherwise,
either voting power or investment power is held or shared. The total
number of shares beneficially owned is divided, where applicable, into
two categories: shares as to which voting/investment power is held
solely, and shares as to which voting/investment power is shared. Unless
otherwise indicated in the following notes, if a beneficial owner is
shown as having sole power, he or she has sole voting and investment
power, and if a beneficial owner is shown as having shared power, he or
she has shared voting and investment power. Some individuals are shown as
beneficial owners of shares held by the AmSouth Stock Fund of the AmSouth
Thrift Plan. The individual has sole voting power, but no direct power of
disposition, over the shares held in the Stock Fund, but can elect to
move monies in and out of the Fund and/or change the amount of his
contributions, thereby affecting his balance in the Fund.
(2) This column may include shares held in the name of, among others, a
spouse, minor children or certain other relatives sharing the same home
as the director, nominee or executive officer, as to all of which
beneficial ownership is disclaimed by the respective director, nominee
and executive officer. In addition, individual directors, nominees and
executive officers may make specific disclaimers of beneficial ownership
in the following notes.
(3) Of these shares, the AmSouth Group has sole voting power as to 3,935,570
shares, sole investment power as to 2,245,424 shares, shared investment
power as to 1,332,764 shares and no voting power as to 35,750 shares.
(4) Of these shares, the AmSouth Group has shared voting power as to 929,371
shares, no voting power as to 37,197 shares, sole investment power as to
3,751 shares and shared investment power as to 566,293 shares.
(5) Includes 522,119 shares held as Trustee of AmSouth's Thrift Plan at
December 31, 1994. See Note (20) and the information immediately
following the Notes to this Table.
(6) Shares reported as beneficially owned by the AmSouth Group are held in
various fiduciary capacities and reflect the amount and percentage
reported on Schedule 13G.
(7) Capital Research and Management Company, a registered investment adviser,
and an operating subsidiary of The Capital Group Companies, Inc.,
exercises investment discretion with respect to these shares, which are
owned by various institutional investors, but has no power to direct the
voting of these shares. The amounts and percentage shown are as reported
on Schedule 13G.
(8) Mr. Barber disclaims actual beneficial ownership of (a) 69,559 of the
shares shown under "Sole Power," which are owned by a foundation he has
established, and (b) all shares shown under "Shared Power," which are
held by trusts for which he is a trustee.
(9) Mr. Cabaniss disclaims actual beneficial ownership of these shares, which
are held by trusts of which he is a trustee.
(10) Includes 6,187 shares held by a foundation of which Mr. Farley is a co-
trustee, as to which he disclaims actual beneficial ownership.
(11) Includes 481 shares owned of record by the Estate of Mayme R. Outlaw and
6,547 shares owned of record by the Estate of G.C. Outlaw, Jr., as to all
of which Mr. Outlaw disclaims actual beneficial ownership.
(12) 56,661 of these shares are held by Patten and Patten, Inc. ("P&P") of
which Mr. Patten is Chairman of the Board, as to which shares Mr. Patten
disclaims actual beneficial ownership. Mr. Patten also disclaims actual
beneficial ownership of the following shares shown under "Sole Power":
694 shares which he holds as custodian for a minor child and 2,464 shares
owned by the P&P Profit Sharing Plan (as to which he has sole voting
power, but shared investment power).
(13) Includes 1,324 shares which are held by his spouse, 2,302 shares which
are held for his children by a trust, 200 shares which are held by a
trust of which his wife is trustee, 6,930 shares which are held by a
trust of which he is co-trustee and 262,284 shares which are held by P&P,
as to all of which Mr. Patten disclaims actual beneficial ownership.
(14) Includes 48,453 shares which could be acquired within 60 days pursuant to
stock options, 33,625 shares of restricted stock as to which he has sole
voting power, but no power of disposition, and 12,926 shares held by the
AmSouth Stock Fund of the AmSouth Thrift Plan.
(15) Mr. Rushton has the potential power to control these shares (which are
owned by his sons) through powers of attorney, and disclaims actual
beneficial ownership of these shares.
(16) Includes 227,500 shares which could be acquired within 60 days pursuant
to stock options, 20,325 shares of restricted stock as to which he has
sole voting power, but no power of disposition, and 10,245 shares held by
the AmSouth Stock Fund of the AmSouth Thrift Plan.
(17) Includes 27,174 shares which could be acquired within 60 days pursuant to
stock options, 13,825 shares of restricted stock as to which he has sole
voting power, but no power of disposition, and 2,010 shares held by the
AmSouth Stock Fund of the AmSouth Thrift Plan.
(18) Includes 24,575 shares which could be acquired within 60 days pursuant to
stock options, 8,775 shares of restricted stock as to which he has sole
voting power, but no power of disposition, and 1,380 shares held by the
AmSouth Stock Fund of the AmSouth Thrift Plan.
(19) Includes 25,125 shares which could be acquired within 60 days pursuant to
stock options, 11,775 shares of restricted stock as to which he has sole
voting power, but no power of disposition, and 2,118 shares held by the
AmSouth Stock Fund of the AmSouth Thrift Plan.
(20) 29,269 of these shares are held by the AmSouth Stock Fund of the AmSouth
Thrift Plan; 106,075 of these shares are restricted stock as to which the
director, nominee or executive officer has sole voting power but no power
of disposition; and 384,752 of these shares could be acquired within 60
days pursuant to stock options.

4
<PAGE>

Participants in the AmSouth Thrift Plan who have balances in the AmSouth
Stock Fund will be furnished copies of all proxy solicitation materials, and
each participant may direct the plan Trustee how to vote the participant's
proportionate interest in the stock held by the plan. Except with respect to
the election of directors and any proposal for a merger or other
reorganization, the Trustee may, in its discretion, vote shares for which no
directions have been received. With respect to the election of directors and
any proposal for a merger or other reorganization, the Trustee will not vote
shares for which no voting directions are received.

Participants in the Employee Stock Ownership Plans of (i) the former Mid-
State Federal Savings Bank, and (ii) the former First Federal Savings Bank
(collectively, "the ESOP's"), each of which merged into a subsidiary of
AmSouth, will also be furnished copies of proxy solicitation materials. Each
ESOP participant is entitled to direct the appropriate trustee as to the
voting of the shares of AmSouth stock allocated to the participant's account.
All shares held under the ESOP's have been allocated to participants'
accounts.

As of March 3, 1995, AmSouth held 1,500,000 shares of its common stock as
Treasury shares.

ELECTION OF DIRECTORS

GENERAL

Under AmSouth's Restated Certificate of Incorporation, the Board of Directors
is divided into three classes, with the term of office of each class expiring
in successive years. The terms of Class I Directors expire at this Annual
Meeting. The terms of Class II Directors and Class III Directors will expire
in 1996 and 1997 respectively. Directors Jacks, Leatherbury, Outlaw and Wright
will retire as directors effective April 20, 1995, pursuant to the mandatory
retirement provisions in the AmSouth Bylaws.

BOARD RESTRUCTURING

For a number of years, all of the members of the Board of Directors of
AmSouth Bank of Alabama (and its predecessors) have also been members of the
Board of Directors of AmSouth, which resulted in most of the directors of
AmSouth also serving as directors of AmSouth Bank of Alabama. This arrangement
arose out of the fact that for many years AmSouth Bank of Alabama was by far
the largest subsidiary of AmSouth and represented much of its assets. That
situation has changed with AmSouth's recent acquisitions in Florida, Tennessee
and Georgia, and as of December 31, 1994 AmSouth Bank of Alabama accounted for
approximately 54 percent of the consolidated assets of AmSouth. Over time, the
Boards of AmSouth and AmSouth Bank of Alabama began to consider whether the
two boards should have few, if any, common members. In addition, a number of
AmSouth directors expressed the opinion that the Board could operate more
efficiently and effectively if it had fewer members.

Over a year ago, the directors began studying the possibility of restructur-
ing the Board to achieve the goals discussed above. Surveys revealed that
AmSouth did have more directors on its Board than most of the comparable bank
holding companies that were surveyed. The Board decided that a restructuring
should be implemented that would, among other things, reduce the size of the
AmSouth and AmSouth Bank of Alabama Boards. The general criteria used to
determine whether a director continued to serve on the AmSouth Board or the
AmSouth Bank of Alabama Board are as follows:

(1) Directors would be asked to serve on the AmSouth Board if they were prin-
cipals of an entity that had national or international activities or opera-
tions throughout the Southeast.

(2) Directors would be asked to serve on a subsidiary bank board, such as
that of AmSouth Bank of Alabama, if they were principals of entities the ac-
tivities of which were primarily focused in the state where the bank was head-
quartered. There will be exceptions to the criteria based on individual situa-
tions.

To implement this restructuring, in addition to the retiring directors, the
following directors have either voluntarily submitted their resignations from
the AmSouth Board, to be effective April 20, 1995, or, if in Class I, agreed
not to stand for reelection: Barber, Biggs, Cabaniss, Gorrie, Guthans, Harris,
Harrison, Morrissette, Rushton and Williamson. All of these directors will re-
main as directors of AmSouth Bank of Alabama. Directors who will remain on the
AmSouth Board and who are also currently members of the AmSouth Bank of Ala-
bama Board will resign as members of the AmSouth Bank of Alabama Board, except
for Mr. Woods and Mr. Ritter, who will remain on both Boards. These directors
are as follows: Hess, Kuehn, Nielsen, Payton and Sklenar.

The foregoing will result in an AmSouth Board of Directors of thirteen mem-
bers and an AmSouth Bank of Alabama Board of twelve members. The AmSouth Board
is recommending the reelection of the five current directors of Class I who
are not affected by the retirements and resignations. They are Directors
Burks, Hess, Nielsen, Payton and Ritter.

Each of the Class I Directors elected at this Annual Meeting will serve
three-year terms expiring at the 1998 Annual Meeting of Shareholders or until
his respective successor is elected and qualified, except as provided in the
Bylaws.

If any nominee is not a candidate when the election occurs, it is intended
that the proxies will be voted for the election of the other nominees and may
be voted, unless authorization is withheld, for any substitute nominees recom-
mended by Management. Management has no reason to believe that any nominee
will be unable or unwilling to serve as a director if elected.

The names of the nominees and the directors who will continue to serve
unexpired terms and certain information relating to them, including the busi-
ness experience of each during the past five years, follow. Service shown with
AmSouth and its subsidiaries may include service with their predecessor compa-
nies.

5
<PAGE>

NOMINEES FOR TERMS EXPIRING IN 1998

<TABLE>
<CAPTION>
OFFICES WITH
DIRECTOR AMSOUTH OR PRINCIPAL OCCUPATION
NAME OF DIRECTOR AGE SINCE ITS SUBSIDIARIES FOR PAST 5 YEARS OTHER DIRECTORSHIPS/(1)/
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Barney B. Burks, Jr. 64 1988 Director, AmSouth Partner, Burks Brothers,
Bank of Florida 1954 to date
(investments); Consultant
to J.C. Bradford & Co.,
1986 to date (brokerage
firm); Partner, Burks
Tire & Services, 1993 to
date (auto tire and
service facilities);
Chairman of the Board,
July 1988 to August 1993,
AmSouth Bank of Florida
Donald E. Hess 46 1992 Director, AmSouth President, 1976 to date, Parisian, Inc.
Bank of Alabama and Chief Executive
Officer, 1986 to date,
Parisian, Inc. (chain of
retail specialty stores)
Claude B. Nielsen 44 1993 Director, AmSouth President and Chief Colonial
Bank of Alabama Executive Officer, May Properties
1991 to date, President Trust
and Chief Operating
Officer, February 1990 to
May 1991, and President,
April 1987 to February
1990, all of Coca-Cola
Bottling Company United,
Inc. (soft drink bottler)
Benjamin F. Payton 62 1983 Director, AmSouth President, Tuskegee Morrison
Bank of Alabama University, 1981 to date Restaurants,
Inc.
Praxair, Inc.
The ITT
Corporation
The Liberty
Corporation
The Sheraton
Corporation
Sonat, Inc.
C. Dowd Ritter 47 1993 President and Chief President and Chief
Operating Officer of Operating Officer of
AmSouth and AmSouth AmSouth and AmSouth Bank
Bank of Alabama; of Alabama, August 1994
Director, AmSouth to date; Vice Chairman of
Bank of Alabama, AmSouth and AmSouth Bank
AmSouth Mortgage of Alabama, July 1993 to
Company, Inc. and August 1994; Senior
AmSouth Investment Executive Vice President
Services, Inc. of AmSouth and Senior
Executive Vice President
and General Banking Group
Head of AmSouth Bank of
Alabama, May 1991 to July
1993; Senior Executive
Vice President, Trust
Officer and Trust and
Financial Services Group
Head of AmSouth Bank of
Alabama, August 1988 to
May 1991
</TABLE>

6
<PAGE>

[PHOTO OF BARNEY [PHOTO OF DONALD [PHOTO OF CLAUDE
B. BURKS, JR. E. HESS APPEARS B. NIELSEN APPEARS
APPEARS HERE] HERE] HERE]

Barney B. Burks, Jr. Donald E. Hess Claude B. Nielsen

[PHOTO OF BENJAMIN [PHOTO OF C. DOWD
F. PAYTON APPEARS RITTER APPEARS
HERE] HERE

Benjamin F. Payton C. Dowd Ritter

7
<PAGE>

DIRECTORS WHOSE TERMS EXPIRE IN 1996

<TABLE>
<CAPTION>
OFFICES WITH
DIRECTOR AMSOUTH OR PRINCIPAL OCCUPATION
NAME OF DIRECTOR AGE SINCE ITS SUBSIDIARIES FOR PAST 5 YEARS OTHER DIRECTORSHIPS(/1/)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
J. Harold Chandler 45 1995 President and Chief Executive Provident Life
Officer, Provident Life and and Accident
Accident Insurance Company of Insurance
America, November 1993 to date Company of
(insurance company); America
President, Mid-Atlantic
Banking Group (District of
Columbia, Maryland and
Northern Virginia) of
NationsBank Corporation (bank
holding company), January 1992
to November 1993; President
and Chief Executive Officer,
District of Columbia, Maryland
and Northern Virginia
subsidiaries of the C&S/Sovran
Corporation, April 1991 to
January 1992 (bank holding
company); Senior Executive
Vice President and Corporate
Director of Marketing of
C&S/Sovran Corporation,
September 1990 to April 1991,
and of The Citizens and
Southern Corporation, April
1988 to September 1990 (bank
holding company)
Joseph M. Farley 67 1972 Of Counsel, Balch & Bingham Torchmark
(law firm), November 1992 to Corporation
date; Chairman of the Board,
June 1992 to October 1992,
Chairman and Chief Executive
Officer, April 1991 to May
1992, and President and Chief
Executive Officer, January
1991 to April 1991, all of
Southern Nuclear Company
(public utility); Executive
Vice President and Corporate
Counsel, July 1991 to October
1992, and Executive Vice
President-Nuclear, March 1989
to December 1990, The Southern
Company (public utility)
Rodney C. Gilbert 55 1994 President and Chief Executive Rust
Officer, Rust International International
Inc., 1993 to date (provider Inc.
of engineering, construction
and environmental and
infrastructure consulting
services, hazardous substance
remediation services and other
on-site industrial and related
services); President and Chief
Operating Officer, 1990 to
December 1992, and President,
1987 to 1990, all of
Wheelabrator Technologies Inc.
(provider of facilities,
systems and services for the
trash-to-energy, energy,
environmental and general
industrial markets)
James R. Malone 52 1994 President and Chief Executive Ametek, Inc.
Officer, Anchor Glass Anchor Glass
Container Corporation, 1993 to Container
date (glass container Corporation
manufacturer); Chairman,
President and Chief Executive
Officer, Grimes Aerospace,
1990 to 1993 (manufacture of
aviation interior and exterior
lighting)
</TABLE>

8
<PAGE>

[PHOTO OF [PHOTO OF
J. HAROLD CHANDLER JOSEPH M. FARLEY
APPEARS HERE] APPEARS HERE]

J. Harold Chandler Joseph M. Farley

[PHOTO OF [PHOTO OF
RODNEY C. GILBERT JAMES R. MALONE
APPEARS HERE] APPEARS HERE]

Rodney C. Gilbert James R. Malone

9
<PAGE>

DIRECTORS WHOSE TERMS EXPIRE IN 1997

10
<PAGE>

[PHOTO OF [PHOTO OF
RONALD L. KUEHN, JR. Z. CARTTER PATTEN, III
APPEARS HERE] APPEARS HERE]

Ronald L. Kuehn, Jr. Z. Cartter Patten, III

[PHOTO OF [PHOTO OF
HERBERT A. SKLENAR JOHN W. WOODS
APPEARS HERE] APPEARS HERE]

Herbert A. Sklenar John W. Woods

11
<PAGE>

NOTES:
1. These are directorships with corporations subject to the registration or
reporting requirements of the Securities Exchange Act of 1934 or
registered under the Investment Company Act of 1940.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF
DIRECTORS AS SET FORTH IN THIS PROXY STATEMENT.

CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES
The full Board of Directors met twelve times during 1994. To assist it in
carrying out its work, the Board of Directors has several standing committees.
These include the Audit Committee, the Compensation Committee and the
Nominating Committee. Information about these committees follows:
The Audit Committee has a membership consisting of seven non-officer
directors. The Chairman is Director Williamson, and the other current members
are Directors Barber, Burks, Gilbert, Guthans, Hess and Patten. Management
representatives meeting with the Committee included Directors Woods and
Ritter. Management representatives met with the Audit Committee during part,
but not all, of each meeting of the Committee, as did representatives of
AmSouth's Audit Department and Credit Administration and Loan Review
Department and representatives of AmSouth's independent auditors. This
Committee is charged by the Board of Directors with several major functions:
to audit and examine the condition of the corporation; to review all reports
of audits of the corporation and its subsidiaries and affiliates; to ensure
proper asset quality of the corporation; and to monitor compliance with
various laws and regulations. The Audit Department is under the direct
supervision of the Audit Committee. In performing these functions, the
Committee met four times during 1994.
The Compensation Committee is currently composed of seven non-officer direc-
tors. Director Farley serves as Chairman, and other members of the Committee
are Directors Biggs, Cabaniss, Harris, Jacks, Kuehn and Sklenar. The Compensa-
tion Committee is responsible for all compensation and staff benefit plans of
the corporation, and it evaluates and approves compensation for executive of-
ficers. It reviews summaries of current compensation paid all other officers
and periodically reports changes in the compensation plans for all officers
and employees to the Board of Directors. It receives and reviews such reports
of compensation and benefit plan administration from the corporation's manage-
ment as it may require. The Committee met six times during 1994.
The Nominating Committee is currently composed of seven non-officer
directors. Director Jacks, as Chairman, serves with Directors Cabaniss,
Harrison, Morrissette, Nielsen, Payton and Wright. In addition to reviewing
potential nominees and recommending new directors, the Nominating Committee is
charged with reviewing the structure of the Board and its operation and
recommending changes where appropriate. Further, the Committee reviews and
recommends appropriate changes in Board compensation and Board retirement
policies. No formal procedure whereby individual shareholders can submit
recommendations of persons to be considered for nomination as a director of
AmSouth has been instituted. However, the Committee would consider any such
recommendations made to it in writing on a timely basis. The Committee met
four times during 1994.
In addition to the committees discussed above, the Board may from time to
time establish special purpose committees. There is also an Executive
Committee which currently meets once a month and performs functions of the
full Board when the Board is not in session. The Executive Committee is
currently composed of Directors Biggs, Farley, Harris, Jacks, Kuehn and
Sklenar, with Mr. Woods serving as Chairman.

DIRECTOR ATTENDANCE; FILINGS
During 1994, all incumbent directors of AmSouth, other than George W. Barber,
Jr., Hugh B. Jacks, Benjamin F. Payton and Herbert A. Sklenar attended at
least 75% of the total number of meetings of the Board of Directors and
meetings of committees of which they were members. AmSouth believes that
attendance at meetings is only one means by which directors may contribute to
the effective management of AmSouth and that the contributions of all
directors have been substantial and are highly valued.
During 1994 late reports required by Section 16(a) of the Securities Exchange
Act of 1934 were filed by the following: Spencer H. Wright, a director, filed
one late report covering two transactions. A trust of which Director Joseph M.
Farley is a co-trustee filed one late report on Form 3 because of a
miscommunication with AmSouth regarding the existence of the trust. In making
this disclosure AmSouth has relied on written representations of its directors
and executive officers and copies of the reports that have been filed.

CERTAIN TRANSACTIONS
Certain directors and executive officers of AmSouth and its subsidiaries, and
certain associates and members of the immediate families of these individuals,
were customers of, and had loan transactions with, AmSouth's subsidiaries in
the ordinary course of business during 1994. In addition, certain of the
foregoing are or have been executive officers or 10% or more shareholders in
corporations, or members of partnerships, which are customers of such
subsidiaries and which have had loan transactions with the subsidiaries in the
ordinary course of business. In the opinion of the management of each of the
respective subsidiaries, all such transactions

12
<PAGE>

were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons and corporations and did not involve more than the normal risk
of collectibility or present other unfavorable features. Transactions of a
similar nature will, in all probability, occur in the future in the ordinary
course of business.
Director M. Miller Gorrie is Chairman and Chief Executive Officer of
Brasfield & Gorrie General Contractor, Inc. ("Brasfield") and has a substan-
tial ownership interest in Brasfield. From January 1, 1994 through February
28, 1995, subsidiaries of AmSouth made payments to Brasfield of approximately
$32,331,770 pursuant to construction contracts between Brasfield and subsidi-
aries of AmSouth.
Director William J. Rushton III is Chairman of the Board Emeritus of
Protective Life Corporation ("Protective") and was Chairman of the Board of
Protective for a portion of 1994. During 1994, AmSouth and its subsidiaries
paid premiums, fees or investment product deposits for various types of
insurance of $6,553,930 to Protective and its subsidiaries, and Protective and
its subsidiaries paid $4,906,522 to AmSouth and its subsidiaries in
commissions, interest, mortgage loan service fees and other charges.
Mr. James I. Harrison, Jr. is Chairman and Chief Executive Officer and a
substantial shareholder of Harco Drug, Inc. AmSouth Bank of Alabama has
subleased space from Harco Drug, Inc. for two branch locations with annual
rental payments and remaining terms respectively of $26,400 and one year and
$26,000 and seven years.
In August 1994 AmSouth Bank of Alabama reimbursed Director George W. Barber,
Jr. $85,000 in connection with the adjustment of amounts previously paid in
connection with a loan guarantee. In February 1995 the Board of Directors of
AmSouth Bank of Alabama approved the sale of foreclosed property to Mr. Barber
for a gross purchase price of $5,700,000. The price was determined through a
bidding process conducted by the Bank. In December 1994 the property had been
appraised at a value of $5,500,000. The property was purchased by the Bank at
a foreclosure sale in April 1994 at a price of $4,700,000, and is carried on
the Bank's books at that value. The amount realized by the Bank, after the
payment of various expenses related to tenant improvements, sales commission
and other miscellaneous costs, is expected to be approximately $4.6 million.
During 1994 Director Spencer H. Wright was paid $242,000 for serving as
Chairman of the Board of AmSouth Bank of Tennessee, under the agreement made
at the time First Chattanooga Financial Corporation was acquired.
One other transaction involving a director of AmSouth is disclosed below in
the section entitled "Information with Respect to Compensation Committee
Interlocks and Insider Participation in Compensation Decisions."

EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides summary information concerning compensation paid
by AmSouth and its subsidiaries to its Chief Executive Officer, each of the
four other most highly compensated executive officers of AmSouth at December
31, 1994 and C. Stanley Bailey, who resigned in October 1994, but whose com-
pensation would place him among the five most highly compensated executive of-
ficers (hereinafter referred to as the "named executive officers"), for the
fiscal years ended December 31, 1994, 1993 and 1992.

13
<PAGE>

SUMMARY COMPENSATION TABLE
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------------------- ---------------------------------------
AWARDS PAYOUTS
--------------------------- ----------
OTHER SECURITIES
ANNUAL RESTRICTED UNDERLYING ALL OTHER
COMPENSATION STOCK OPTIONS/ LTIP COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(1) AWARD(S)($)(2) SAR'S(#) PAYOUTS($) ($)(4)
- --------------------------- ---- --------- -------- ------------ -------------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John W. Woods 1994 $665,000 $ 0 $ 70,857 $234,468.75 27,175 $ 96,580
Chairman & Chief 1993 $595,000 $327,250 N/A $203,190.63 18,000 Not $ 29,295
Executive Officer of 1992 $545,000 $245,250 N/A $166,287.50 18,825 Applicable(3) $ 29,123
AmSouth & AmSouth Bank
of Alabama
C. Dowd Ritter 1994 $360,000 $ 0 $133,710 $620,493.75 15,450 $ 11,420
President & Chief 1993 $266,667 $133,333 N/A $117,012.50 4,500 $ 13,566
Operating Officer of 1992 $210,000 $ 84,000 N/A $ 42,400.00 4,800 $ 12,920
AmSouth & AmSouth Bank
of Alabama
E. W. Stephenson, Jr. 1994 $225,000 $ 0 $ 83,648 $ 93,787.50 7,325 $ 55,744
Senior Executive Vice 1993 $177,833 $ 71,133 N/A $ 52,971.88 3,400 $ 9,256
President, AmSouth and 1992 $150,000 $ 45,000 N/A $ 27,825.00 3,150 $ 8,560
Chairman & Chief
Executive Officer,
AmSouth Bank of
Florida
A. Fox deFuniak, III 1994 $224,000 $ 0 $ 46,851 $ 47,662.50 5,475 $ 9,990
Senior Executive Vice 1993 $217,000 $ 75,950 N/A $ 52,971.88 4,500 $ 11,122
President & Birmingham 1992 $200,000 $ 62,000 N/A $ 42,400.00 4,800 $ 11,240
Banking Group Head,
AmSouth Bank of
Alabama
W. Michael Graves 1994 $205,000 $ 0 $ 43,452 $ 93,787.50 7,325 $ 8,625
Senior Executive Vice 1993 $161,333 $ 54,853 N/A $ 52,971.88 3,400 $ 8,102
President, AmSouth & 1992 $138,000 $ 41,400 N/A $ 27,825.00 3,150 $ 6,255
AmSouth Bank of
Alabama and Head of
Alabama Banking Group
and Trust and Private
Banking of AmSouth
Bank of Alabama
C. Stanley Bailey(5) 1994 $283,333 $ 0 $123,348 $620,493.75(5) 15,450(5) $1,031,458
Vice Chairman & Chief 1993 $266,667 $133,333 N/A $117,012.50 4,500 $ 11,648
Financial Officer, 1992 $210,000 $ 84,000 N/A $ 42,400.00 4,800 $ 12,400
AmSouth & AmSouth Bank
of Alabama
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The amounts shown for 1994 include tax gross-ups and perquisites such as
club dues, auto allowances and financial planning assistance. In the cases
of Messrs. Ritter, Stephenson and Bailey, amounts include one-time club
initiation fees of $35,000, $27,323 and $35,000, respectively.
(2) Amounts are based on market value on date of grant. Dividends are paid on
all restricted shares.
The following table provides information about restricted shares unreleased as
of December 31, 1994.

<TABLE>
<CAPTION>
AGGREGATE # OF VALUE BASED ON YEAR END
NAME RESTRICTED SHARES HELD STOCK PRICE OF $25.75
---- ---------------------- -----------------------
<S> <C> <C>
Woods 20,325 $523,368.75
Ritter 33,625 $865,843.75
Stephenson 11,775 $303,206.25
deFuniak 13,825 $355,993.75
Graves 8,775 $225,956.25
Bailey 0 $ 0.00
</TABLE>
None of the restricted awards listed in the Summary Compensation Table or in
the Footnote Table above have a vesting schedule of less than three years.
(3) No performance share or unit plan currently exists.
(4) The amounts shown for 1994 reflect company matching contributions to the
AmSouth Thrift Plan and Prior Profit Sharing Plan payments as shown below.

<TABLE>
<CAPTION>
PRIOR PROFIT SHARING
NAME COMPANY MATCH THRIFT PLAN PAYMENTS
---- -------------------- --------------------
<S> <C> <C>
Woods $3,750 $23,400
Ritter $3,750 $ 7,670
Stephenson $3,750 $ 4,810
deFuniak $3,750 $ 6,240
Graves $3,750 $ 4,875
Bailey $3,750 $ 5,958
</TABLE>
In the case of Mr. Woods, the amount shown also includes the company's share
($69,430) of the annual premium paid for the Corporate Universal Life Split
Dollar Insurance Policy under which he is covered.
In the case of Mr. Stephenson, the amount shown also includes relocation
assistance in the amount of $47,184.
In the case of Mr. Bailey, the amount shown also includes $1,000,000 paid as
part of a separation agreement and $21,750 representing the value of a company
automobile which was transferred to him at the time of his departure.
(5) Mr. Bailey resigned from all positions with AmSouth in October 1994 and
forfeited the restricted stock and options awarded him in 1994.

14
<PAGE>

STOCK OPTIONS
The following table contains information regarding the grant of stock options
during 1994 to the named executive
officers under AmSouth's 1989 Long Term Incentive Compensation Plan.

OPTION/SAR GRANTS IN LAST FISCAL YEAR*
<TABLE>
<CAPTION>

POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
- ---------------------------------------------------------------------------------------------------- ANNUAL RATES OF STOCK
NUMBER OF PERCENT OF TOTAL PRICE APPRECIATION FOR
SECURITIES UNDERLYING OPTIONS/SARS OPTION TERM
OPTIONS/SARS GRANTED TO EMPLOYEES EXERCISE OR -----------------------
NAME GRANTED (#) IN FISCAL YEAR BASE PRICE ($/SH) EXPIRATION DATE 5%($) 10%($)
- -------------------- --------------------- -------------------- ----------------- ----------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
John W. Woods 27,175 8.5% $30.75 February 16, 2004 $ 525,565 $ 1,261,192
C. Dowd Ritter 15,450 4.8% $30.75 February 16, 2004 $ 298,803 $ 717,035
E.W. Stephenson, Jr. 7,325 2.3% $30.75 February 16, 2004 $ 141,666 $ 339,953
A. Fox deFuniak, III 5,475 1.7% $30.75 February 16, 2004 $ 105,887 $ 254,095
W. Michael Graves 7,325 2.3% $30.75 February 16, 2004 $ 141,666 $ 339,953
C. Stanley Bailey 15,450 4.8% $30.75 February 16, 2004 $ 298,803 $ 717,035
</TABLE>

* The stock options became exercisable on February 16, 1995 (one year after
date of grant), other than Mr. Bailey's, which were forfeited, although vesting
is accelerated upon death, disability or a change in control of AmSouth. The
exercise price is equal to the closing price of AmSouth common stock on the New
York Stock Exchange on the date of grant.

OPTION EXERCISES AND HOLDINGS

The following table provides information concerning the exercise of stock
options during 1994 by the named executive officers and the unexercised stock
options held by them at December 31, 1994.

AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-THE-
OPTIONS/SARS AT MONEY
FY-END(#) OPTIONS/SARS AT FY-END($)
SHARES ACQUIRED VALUE REALIZED(1) ------------------------- ----------------------------
NAME ON EXERCISE (#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
- -------------------- --------------- ----------------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
John W. Woods 0 $0.00 200,235 $1,393,931.25
27,175 $0.00
C. Dowd Ritter 0 $0.00 33,003 $ 194,625.51
15,450 $0.00
E.W. Stephenson, Jr. 0 $0.00 23,350 $ 137,067.50
7,325 $0.00
A. Fox deFuniak, III 3,204 $ 49,918.32 21,699 $ 88,583.19
5,475 $0.00
W. Michael Graves 2,000 $ 30,250.00 17,250 $ 79,747.50
7,325 $0.00
C. Stanley Bailey(2) 21,600 $236,710.01 0 $0.00
0 $0.00
</TABLE>

(1) Market value of underlying securities at exercise or year-end, as
applicable, minus the exercise price.
(2) Mr. Bailey resigned all positions with AmSouth in October 1994.

15
<PAGE>

RETIREMENT PLAN

The following table shows the estimated annual benefits payable at normal
retirement age (age 65) under AmSouth's qualified defined benefit Retirement
Plan, as well as under a nonqualified Supplemental Executive Retirement Plan.
This supplemental plan provides benefits that would otherwise be denied
participants because of Internal Revenue Code limitations on qualified plan
benefits, as well as benefits that strengthen the competitiveness of AmSouth's
overall executive compensation program.

PENSION PLAN TABLE

<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------------------------------------------------------
REMUNERATION 10 15 20 25 30
- ------------ --------- --------- --------- --------- --------
<S> <C> <C> <C> <C> <C>
$ 200,000 $ 34,301 $ 51,692 $ 69,242 $ 86,792 $104,342
300,000 52,301 78, 692 105, 242 131, 792 158,342
400,000 70, 301 105, 692 141, 242 176, 792 212,342
500,000 88,301 132, 692 177, 242 221, 792 266,342
600,000 106, 301 159, 692 213, 242 266, 792 320,342
700,000 124, 301 186, 692 249, 242 311, 792 374,342
800,000 142, 301 213, 692 285, 242 358, 792 428,342
900,000 160, 301 240, 692 321, 242 401, 792 482,342
1,000,000 178, 301 267, 692 357, 242 446, 792 536,342
</TABLE>

The benefits shown are not subject to any deduction for Social Security
benefits or other offset amounts.

The compensation covered by the combination of plans covering the named
executive officers is the base salary plus bonus earned for the year by the
executive. The amount of the retirement benefit is determined by the length of
the retiree's credited service under the plan and the average base salary plus
bonus earned of the retiree for the 60 consecutive highest compensated months
out of the 120 months preceding retirement. The full years of credited service
and covered compensation in 1994 under the plan for the named executive
officers are as follows: Mr. Woods: 24 years ($665,000); Mr. Ritter: 22 years
($360,000); Mr. Stephenson: 19 years ($225,000); Mr. deFuniak: 28 years
($224,000); and Mr. Graves: 25 years ($205,000). For purposes of calculating
the benefit provided under the plan, credited service in excess of 30 years is
disregarded. Benefits shown are computed as a straight life annuity beginning
at age 65.

COMPENSATION OF DIRECTORS

Directors of AmSouth other than Mr. Woods and Mr. Ritter are paid a fee of
$4,000 per calendar quarter during which the director has served. In addition,
each such director is paid a fee of $1,500 for each meeting of the Board and
$800 for each committee meeting which the director attends. Individual
directors may, at their option, elect to defer the receipt of directors' fees
and the deferred amounts earn interest at market rates until paid.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
AGREEMENTS

AmSouth has no employment contracts with any of the named executive officers.
AmSouth has entered into agreements providing for compensation of certain
executives, including the named executive officers (other than Mr. Bailey, who
has resigned), under certain circumstances after a change in control
(hereinafter referred to in this section as "the Agreements"). A "Change in
Control" is defined as (1) a merger, consolidation or other corporate
reorganization of AmSouth in which AmSouth does not survive, (2) disposition
by AmSouth of a bank subsidiary or any successor then employing the executive,
(3) the beneficial ownership of one person or a related group of persons of as
much as 20% of the outstanding voting stock of AmSouth unless acquired with
the approval of AmSouth's Board of Directors, or (4) as may otherwise be
defined by the Board of Directors from time to time.

The Agreements provide that if employment is terminated within three years
following a Change in Control for reasons other than for "cause," the
executive is entitled to receive a cash payment in an amount equal to a
specified multiple of the sum of the executive's base salary plus one-half of
his maximum bonus under AmSouth's Executive Incentive Plan, as in effect at
the time of the Change in Control. For Mr. Woods and Mr. Ritter the multiple
is 3.0 and for Messrs. Stephenson, Graves and deFuniak the multiple is 2.5.
The Agreements also provide that no payments will be made that exceed
specified Internal Revenue Code limits that currently approximate three times
the average of the executive's compensation for the prior five years. In
addition, the Agreements accelerate benefits receivable under certain AmSouth
plans, including the Long Term Incentive Compensation Plan and the 1989 Long
Term Incentive
16
<PAGE>

Compensation Plan, and provide for insurance coverage of the executive and
other benefits. The executive is also entitled to such payments and benefits
if the executive terminates his employment due to a reduction in salary or
responsibilities, assignment of duties inconsistent with the executive's
position, a transfer or increase in travel requirements, or a good faith
determination by the executive that effective discharge of his
responsibilities is no longer possible due to a Change in Control.
The purpose of the Agreements is to enable AmSouth to rely upon key
executives to continue in their positions in the event of a proposed Change in
Control, and to allow AmSouth the continued availability of the advice of key
executives as to the best interests of the shareholders without concern that
the executive might be distracted by the personal uncertainties and risks
created by a Change in Control threat. The Agreements will automatically renew
for successive one-year terms unless the executive is given written
notification 180 days prior to a January 31 expiration date, in which case the
Agreements will be terminated on the January 31 next following such
notification. These Agreements do not constitute employment contracts and they
apply only in circumstances following a Change in Control.

INFORMATION WITH RESPECT TO COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION IN COMPENSATION DECISIONS
The following directors served as members of the Compensation Committee of
AmSouth's Board of Directors at some time during 1994: William D. Biggs,
William J. Cabaniss, Jr., Joseph M. Farley, Elmer B. Harris, Hugh B. Jacks,
Ronald L. Kuehn, Jr. and Herbert A. Sklenar.
The following information concerns a director who was a member of the
Compensation Committee of AmSouth's Board of Directors during 1994: Mr. Ronald
L. Kuehn, Jr. is Chairman of the Board, President and Chief Executive Officer
of Sonat, Inc. ("Sonat"). The main office of AmSouth Bank of Alabama is owned
by a joint venture between the Bank and Sonat, both of which are tenants in
the building with annual rental payments of approximately $3,053,461 and
$3,365,163, respectively, and having remaining terms of two years.
During 1994, Mr. John W. Woods, Chairman of the Board and Chief Executive
Officer of AmSouth, served as a member of the Board of Directors of Alabama
Power Company. During 1994, Mr. Elmer B. Harris, President and Chief Executive
Officer of Alabama Power Company, served as a member of AmSouth's Compensation
Committee.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
INTRODUCTION AND OVERALL PHILOSOPHY
The Compensation Committee (the "Committee") of AmSouth's Board of Directors
is composed of seven non-officer directors. The Committee is generally respon-
sible for all of AmSouth's compensation and benefits plans, and is specifi-
cally responsible for evaluating and approving compensation plans, and pay-
ments and awards under those plans, for AmSouth's most senior executives, in-
cluding the named executive officers. During 1994, the Committee held six
meetings.
In discharging this responsibility, the Committee has, for a number of years,
used the services of compensation consultants as a resource. Compensation
consultants have also been utilized in the process of developing the current
AmSouth incentive and benefit plans.
The following comments are applicable to executive officers of AmSouth,
including the Chief Executive Officer and the named executive officers.

EXECUTIVE COMPENSATION POLICIES
AmSouth's executive compensation program has as its stated purpose to
attract, reward, retain and motivate the strong leadership necessary to
achieve, over time, a superior financial performance. There are three
components to the program: base salary, short-term incentives and long-term
incentives.
Base salary provides the foundation for executive pay; its purpose is to
compensate the executive for performing his or her basic duties. The purpose
of the short-term incentive plan is to provide rewards for favorable short-
term performance. The purpose of the long-term incentive program is to provide
incentives and rewards for longer-term performance and to motivate long-term
thinking.
Although the Committee believes that AmSouth's executive compensation program
generally motivates executives to perform in a superior manner and rewards
them appropriately for the actual level of success achieved by the
corporation, it also believes that there are certain aspects of the program
which can be improved. As a result, the Committee has approved a redesigned
short-term incentive plan effective January 1, 1995. This new plan will be
described later in this report.
AmSouth provides total compensation opportunities based on a comparison with
the practices of a group of Peer Banks. AmSouth performance that is higher or
lower than the Peer Banks generates compensation higher or lower than the Peer
Banks. AmSouth considers the entire pay package when setting each portion of
pay.
The Peer Bank group includes all U.S. commercial banks with total assets
ranging from one-half to twice AmSouth's asset size. The Committee has
concluded that this is the best comparison group for AmSouth, both for
purposes of establishing competitive levels of compensation and to compare
relative performance.

BASE SALARY
AmSouth's salary ranges are set so that the salary midpoints are at the
average of the Peer Banks, represented in various salary surveys to which
AmSouth has access. Progress within

17
<PAGE>

a particular executive's salary range, and thus annual base salary increases,
are determined based on (a) projected base salary increases in the banking
industry in general, and (b) the individual's experience, tenure and
individual performance each year. This determination has both objective and
subjective elements, but does not lend itself to formulas or weightings.
Individual executive base salaries may be above or below the average of the
Peer Banks based on these factors.
Base salary adjustments for all executive officers are approved by the
Committee and are reflected in the Summary Compensation Table for 1994. On
average, base salaries for executive officers are essentially at the average
of the Peer Banks.

SHORT-TERM INCENTIVE PLAN
AmSouth's short-term incentive plan, the Executive Incentive Plan, during
1994 was designed to provide rewards to participants on an annual basis based
primarily on corporate performance, and secondarily on individual performance.
The cash bonus opportunities provided by the Executive Incentive Plan are
designed to be at the average of the Peer Banks as represented in available
surveys. That is, the target opportunity is average; higher or lower
performance than the average then yields higher or lower payouts than the
average.
AmSouth's corporate performance level is determined by comparison to the Peer
Banks. AmSouth's percentile ranking among the Peer Banks is determined based
on two objective measurement factors: Return on Average Equity and Return on
Average Assets (weighted equally).
Individual awards are determined by a plan provision that specifies the
percentage of the executive's base salary to be awarded for specified peer
group percentile rankings. Awards under the plan may range from (a) 0-90% of
the base salary of an officer who is also a director of AmSouth, (b) 0-72% of
the base salary of Senior Executive Vice Presidents or Group Heads, and (c) 0-
62% of the base salary of other plan participants. Performance at the median
of the designated peer group will provide a payout of 45%, 35% and 30% of base
salary for each of the groups described in the immediately preceding sentence,
respectively. No payouts are allowed if AmSouth's performance is below the
35th percentile.
During 1994, AmSouth's peer performance in Return on Average Equity and
Return on Average Assets was not sufficient to generate a payout under the
Executive Incentive Plan. The Committee, in its discretion, approved special
bonus payments outside the plan for certain executive officers of AmSouth,
other than the named executive officers. These payments were based on other
positive achievements during 1994, which included AmSouth's considerable
growth through acquisitions, progress toward corporate objectives and strong
contributions by certain individuals.
The Committee believes that the level of bonuses under the Executive
Incentive Plan, as it was in effect for 1994, was totally dependent on overall
financial corporate performance and did not allow for other important factors
such as achievement of strategic objectives and performance versus internal
goals for the corporation, business units and individual participants. For
these reasons, the Committee has approved a redesigned Executive Incentive
Plan effective January 1, 1995.
Under this new Executive Incentive Plan design, annual goals will be set for
the overall corporation and each business unit. Corporate performance will be
determined by the Committee's evaluation of the year's results against the
annual goals approved by the Committee. Primary emphasis will be placed on an
"Earnings Per Share" goal. Emphasis will also be placed on other objective
performance measures compared to goals. These will include, but not be limited
to, Return on Average Assets, Return on Average Equity, Credit Quality
Measures, Efficiency Ratio, Loan Growth, Deposit Growth and Non-Interest
Revenue Growth. Finally, some emphasis will also be placed on subjective
factors that will impact the year's performance.
The organizational focus and weighting for the purpose of goal setting and
evaluation will vary depending on the Executive Incentive Plan participant
category. Payments for the most senior officers (officers who are also
directors) will be totally based on the corporation's performance against
goals. The Line Executive participant's payment will be based primarily on his
or her business unit's performance against goals and, secondarily, on the
corporation's performance against goals. The Staff Executive participant's
payment will be based primarily on the corporation's performance and,
secondarily, on his or her business unit's performance against goals.
Each participant will have a "base bonus opportunity," expressed as a
percentage of base pay, associated with the achievement of goals. The base
bonus opportunities are established by studying the average practices of the
previously referenced Peer Banks as represented in available surveys. Under
the Executive Incentive Plan, these differ depending on various participant
levels and positions held, and range from 30%, up to 55% for the Chairman and
Chief Executive Officer.
The payout percentage can range from 0% to 200% of the base bonus opportunity
depending on the performance against goals, as previously described. There is
also the opportunity for a participant to have a special adjustment factor
added or deducted from his or her incentive award in the case of extraordinary
circumstances. This adjustment allows the payout percentage to be increased or
decreased by as much as 33% of the base bonus opportunity. The resulting
payout can be zero, but cannot exceed 200% of the base bonus opportunity.
Payouts under the Executive Incentive Plan will

18
<PAGE>

be made in cash and a participant can elect prior to the beginning of the plan
year to defer his or her payout.
The Committee believes that this new design for the Executive Incentive Plan
will more appropriately focus AmSouth executives on their assigned
responsibilities while still promoting teamwork among the corporation's
management team. Therefore, the Plan should more strongly motivate executives
to perform in a superior manner and reward them appropriately for the level of
success achieved by both them and the corporation.

LONG-TERM INCENTIVE PLAN
The overall purpose of AmSouth's 1989 Long Term Incentive Compensation Plan
(the "LTIP") is to promote the long-term success of AmSouth and its
subsidiaries. The LTIP accomplishes this by providing financial incentives to
key employees who are in positions to make significant contributions toward
such success. The LTIP is a key component of executive compensation, and two
types of long-term incentives were utilized under it in 1994: stock options
and performance-based restricted stock grants.
The LTIP is designed to attract individuals of outstanding ability and to
encourage key employees to acquire a proprietary interest in AmSouth, to
continue employment with AmSouth and to render superior performance during
such employment. The Committee believes the program meets those objectives.
As noted below, the LTIP links executives' interests directly to the
interests of shareholders in two ways: (a) the greater the increase in stock
value, the greater the reward to the executive under both types of incentives,
and (b) the number of shares of restricted stock granted increases as
AmSouth's long-term performance against the Peer Banks increases.
AmSouth develops its grant sizes for stock options and restricted stock first
by determining the average of the long-term incentive opportunities provided
to similar positions at the Peer Banks. This calculation is made with the help
of outside consultants. Market data on the Peer Banks is limited to that
available in surveys to which AmSouth has access.
Then, the Committee delivers one-half of that value in the form of stock
options and one-half in the form of a target restricted stock opportunity that
is based on AmSouth's performance against the Peer Banks. (The actual
restricted stock award may differ from target based on performance, as
discussed below.) The Committee believes this strikes an appropriate balance
between incentives for future performance and rewards for past performance.
The Committee does not consider prior option or restricted stock grants in
making new grants.

STOCK OPTIONS
Stock options are granted for two primary reasons. First, the Committee
believes that they align executive pay with shareholders' interests, since no
rewards are realized unless the stock value increases. Second, they are the
most prevalent type of long-term incentive at the Peer Banks.
The options to purchase AmSouth stock that were granted in 1994 were issued
at 100% of the fair market value of AmSouth common stock on the date of the
grant, generally became exercisable on February 16, 1995 (one year after date
of grant) and expire 10 years after the date of grant.

PERFORMANCE-BASED RESTRICTED STOCK
The majority of restricted stock grants made in 1994 were dependent on the
average percentile of AmSouth's prior three-year Return on Average Equity,
Return on Average Assets and Total Shareholder Return (weighted equally)
against the Peer Banks. A formula was developed that provides a particular
grant size for each percentile level of performance. The higher the
performance, the larger the grant size. Grant sizes can range from zero to
200% of a targeted market grant.
For the three years ending with 1993, AmSouth's combined ROAE, ROAA and TSR
performance was at the 50.15th percentile of the Peer Banks. This resulted in
a restricted stock grant at 100% of the targeted Peer Bank average. In
addition, a limited number of special restricted stock grants were made in
1994.
Restricted stock issued in 1994 will be held by the corporation for three
years before it is released to the executive. Executives receive dividends on
their shares, and experience the impact of stock price decreases and the
rewards of stock price increases, throughout the restriction period. Thus,
executives are encouraged to think in ways that promote corporate performance
and benefit shareholders. These shares also serve as a positive incentive to
encourage key officers to remain with the corporation, since the stock is
forfeited if the executive leaves prior to the end of the restriction period.

POLICY REGARDING $1 MILLION DEDUCTION LIMIT
With respect to the $1 million deduction limit on executive pay, the
Committee will continue to consider it with care, and review all situations
where the corporation might lose deductions. It believes that under AmSouth's
current plans, any such lost deductions will be immaterial to the financial
condition and performance of the corporation, however.

CHIEF EXECUTIVE OFFICER COMPENSATION
The Committee gives special attention to determining appropriate pay for the
Chief Executive Officer, Mr. John W. Woods, and works closely with an outside
compensation consultant in this regard. Following are comments on Mr. Woods'
1994 compensation:

BASE SALARY
Base salary of $665,000 in 1994 is above midpoint, but below the maximum
salary range. This is due to Mr. Woods'

19
<PAGE>

long tenure as CEO of AmSouth (over 20 years) and the Committee's and Board's
assessment of Mr. Woods' and AmSouth's performance during that time.

EXECUTIVE INCENTIVE PLAN
No Executive Incentive Award was made for 1994. This was determined under the
terms of the Executive Incentive Plan by AmSouth's corporate performance
compared to the Peer Banks using the plan procedures previously described.

LTIP
Stock options for 27,175 shares and 7,625 shares of restricted stock were
granted to Mr. Woods by the Committee in 1994 based on the procedures
previously detailed for all executive officers.

CONCLUSION
The Committee believes that under the AmSouth compensation package, executive
officers' compensation generally has been commensurate with AmSouth's
financial performance and total value received by its shareholders. The
Committee continually reviews the programs and will modify them as needed to
continue to meet AmSouth's business and compensation objectives with the
ultimate goal of maximizing long-term shareholder value.
Submitted by the Compensation Committee of the AmSouth Bancorporation Board
of Directors:
William D. Biggs (Vice Chairman)
William J. Cabaniss, Jr.
Joseph M. Farley (Chairman)
Elmer B. Harris
Hugh B. Jacks
Ronald L. Kuehn, Jr.
Herbert A. Sklenar

PERFORMANCE GRAPH
Set forth below is a graph comparing the yearly percentage change in the
cumulative total return of AmSouth's common stock against the cumulative total
return of the S&P 500 Index and the S&P Regional Bank Index for the last five
years. It assumes that the value of the investment in AmSouth common stock and
in each index was $100.00 and that all dividends were reinvested.

[GRAPH APPEARS HERE]

<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG AMSOUTH, S&P 500 INDEX AND S&P REGIONAL BANK INDEX

<CAPTION>
S&P
REGIONAL
Measurement period S&P 500 BANK
(Fiscal Year Covered) AMSOUTH INDEX INDEX
- --------------------- -------- -------- --------
<S> <C> <C> <C>
12/31/89 $ 100 $ 100 $ 100
12/31/90 $ 88 $ 97 $ 71
12/31/91 $ 153 $ 126 $ 128
12/31/92 $ 241 $ 136 $ 163
12/31/93 $ 239 $ 150 $ 172
12/31/94 $ 207 $ 152 $ 163

</TABLE>

20
<PAGE>

DIRECTOR RESTRICTED STOCK PLAN

APPROVAL OF AMSOUTH BANCORPORATION DIRECTOR RESTRICTED STOCK PLAN
The proposed AmSouth Bancorporation Director Restricted Stock Plan (the
"Plan") will provide compensation in the form of AmSouth common stock to
directors of AmSouth and certain of its subsidiary banks who are not employees
of AmSouth or its subsidiaries and encourage the highest level of director
performance by providing such directors with a proprietary interest in
AmSouth's success. The Plan provides for the grant to such directors of shares
of AmSouth's common stock subject to forfeiture and transfer restrictions
("restricted stock"), which restrictions lapse following the completion of
specified periods of service as a director.

PRINCIPAL PROVISIONS OF THE PLAN
The following summary of the Plan is qualified by reference to the full text
of the Plan which is attached as Exhibit A to this Proxy Statement.

GRANTS OF RESTRICTED STOCK
The Plan will become effective on April 20, 1995, upon approval of the Plan
by shareholders, and no awards of restricted stock will be made under the Plan
after April 1, 2000, the Plan's termination date.
Participants in the Plan will be current or future directors of AmSouth,
AmSouth Bank of Alabama, AmSouth Bank of Florida, AmSouth Bank of Tennessee or
AmSouth Bank of Georgia, who are also not officers or employees of AmSouth or
any of its subsidiaries and who have never been an Executive Officer of
AmSouth ("Eligible Directors"). Directors of AmSouth, AmSouth Bank of Alabama
and AmSouth Bank of Florida are hereinafter referred to as the Group A
Directors, and directors of AmSouth Bank of Tennessee and AmSouth Bank of
Georgia are hereinafter referred to as the Group B Directors. If a director
serves on more than one Board of Directors, he will be eligible only to
receive one grant, and if he serves on a Group A Board and a Group B Board, he
will receive a grant calculated with respect to his service on the Group A
Board.
Each Eligible Director who is a Group A Director on April 21, 1995 and whose
Retirement Date (as defined below) occurs after April 1, 2000 will be granted,
effective as of April 21, 1995, 1,000 shares of restricted stock. Each
Eligible Director who is a Group A Director on April 21, 1995 and whose
Retirement Date occurs before April 1, 2000 will be granted, effective as of
April 21, 1995, 200 shares of restricted stock for every Plan Year (April 1--
March 31) in the period commencing April 1, 1995 and ending on the March 31
coincident with or immediately following the director's Retirement Date. Each
person who becomes an Eligible Director and a Group A Director after April 21,
1995 will be granted, effective as of such person's election as a Group A
Director, 16.67 shares for each full or partial calendar month from the
director's election as a Group A Director through the following March 31
(rounded to the nearest whole share), plus 200 shares of restricted stock for
every Plan Year in the period commencing on the April 1 following such
election and ending on the earlier of March 31, 2000 or the March 31
coincident with or immediately following the director's Retirement Date.
Each Eligible Director who is a Group B Director on April 21, 1995 and whose
Retirement Date (as defined below) occurs after April 1, 2000 will be granted,
effective as of April 21, 1995, 500 shares of restricted stock. Each Eligible
Director who is a Group B Director on April 21, 1995 and whose Retirement Date
occurs before April 1, 2000 will be granted, effective as of April 21, 1995,
100 shares of restricted stock for every Plan Year (April 1--March 31) in the
period commencing April 1, 1995 and ending on the March 31 coincident with or
immediately following the director's Retirement Date. Each person who becomes
an Eligible Director and a Group B Director after April 21, 1995 will be
granted, effective as of such person's election as a Group B Director, 8.34
shares for each full or partial calendar month from the director's election as
a Group B Director through the following March 31 (rounded to the nearest
whole share), plus 100 shares of restricted stock for every Plan Year in the
period commencing on the April 1 following such election and ending on the
earlier of March 31, 2000 or the March 31 coincident with or immediately
following the director's Retirement Date.
A director's Retirement Date means the date on which the event occurs that
causes the director to be required to retire from the Board of Directors
service on which caused him to be eligible to receive grants under the Plan,
under the retirement policies of such Board as in effect on the date shares of
restricted stock are granted to the director.

TERMS OF RESTRICTED STOCK
Stock certificates representing the restricted stock granted under the Plan
will be registered in the director's name and will be held by AmSouth on
behalf of the director. The director will have the right to vote and receive
dividends on such restricted stock. However, the director will not be entitled
to delivery of the stock certificates and no share of restricted stock may be
sold, transferred, assigned or pledged by the director until such share has
vested in accordance with the terms of the Plan. If a director leaves the
Board before all of his shares of restricted stock have vested, those shares
which have not vested will be forfeited except that the shares that would have
vested on the succeeding April 1 will immediately vest. At the time shares of
restricted stock vest, a certificate for such shares will be delivered to the
director (or

21
<PAGE>

his beneficiary, in the event of death) free of all restrictions, except in
certain cases involving a change in control, as discussed below.
With respect to restricted stock granted to a Group A Director as of April
21, 1995, 200 shares will vest on each April 1 thereafter, through April 1,
2000, or, if the director's Retirement Date is prior to April 1, 2000, the
date on which all shares have vested. With respect to restricted stock granted
after April 21, 1995, the product of 16.67 shares times the number of full and
partial calendar months from the Group A Director's election as a Group A
Director through the following March 31 (rounded to the nearest whole share)
will vest on the April 1 following the director's election as a Group A
Director, and 200 shares will vest on each April 1 thereafter, through April
1, 2000, or, if earlier, the date on which all shares have vested. However,
all shares of restricted stock will vest immediately upon a Group A Director's
death or disability.
With respect to restricted stock granted to a Group B Director as of April
21, 1995, 100 shares will vest on each April 1 thereafter, through April 1,
2000, or, if the director's Retirement Date is prior to April 1, 2000, the
date on which all shares have vested. With respect to restricted stock granted
after April 21, 1995, the product of 8.34 shares times the number of full and
partial calendar months from the Group B Director's election as a Group B
Director through the following March 31 (rounded to the nearest whole share)
will vest on the April 1 following the director's election as a Group B
Director, and 100 shares will vest on each April 1 thereafter, through April
1, 2000, or, if earlier, the date on which all shares have vested. However,
all shares of restricted stock will vest immediately upon a Group B Director's
death or disability.
In the event of a change of control, all shares of restricted stock will vest
immediately. However, stock certificates for such shares will be delivered to
the participating directors, and the restrictions on transfer of the shares
will lapse, in the amounts and at the times described in the preceding
paragraphs, regardless of whether the director continues to serve as a
director after the change of control. A "change of control" is defined as (1)
a merger, consolidation or other corporate reorganization of AmSouth in which
AmSouth does not survive, (2) disposition by AmSouth of the bank subsidiary
service on the Board of which caused the director to be an Eligible Director,
(3) the beneficial ownership of one person or a related group of persons of as
much as 20% of the outstanding voting stock of AmSouth unless acquired with
the approval of AmSouth's Board of Directors, or (4) as may otherwise be
defined by the AmSouth Board of Directors from time to time.
The Plan provides for payment of a tax off-set "supplemental payment" by
AmSouth to the director (or the director's beneficiary, in the event of death)
in an amount equal to the amount necessary to pay the federal, state and local
income tax payable with respect to both the vesting of the restricted stock
and receipt of the supplemental payment, assuming the director is taxed at the
maximum effective income tax rate applicable thereto.

OTHER PROVISIONS
The Plan will be administered by the Compensation Committee of the AmSouth
Board of Directors (the "Committee"). The Committee has the authority to
interpret the Plan, to adopt administrative regulations to further the
purposes of the Plan and to take any other action necessary for the proper
operation of the Plan.
In the event of specified changes in AmSouth's capital structure, each share
of restricted stock then outstanding will be converted into or exchanged for
the number and kind of securities or property into which each outstanding
share of common stock is converted as a result of such event, and the
provisions of the Plan will continue to apply to such substituted securities
or property.
The Plan may be amended by the Board of Directors from time to time, except
that the Plan provisions with respect to eligibility and the amount, price and
timing of awards cannot be amended more than once every six months (except to
reflect certain changes in the law). No amendment may be made without the
approval of AmSouth's shareholders that would increase the total number of
shares of restricted stock that may be awarded under the Plan to any Eligible
Director or extend the term of the Plan. No amendment may adversely affect a
director's right to receive restricted stock under the Plan without the
written consent of the affected director.

BENEFITS UNDER THE PLAN
Each current and future Group A and Group B Director will receive no more
than 1,000 shares and 500 shares, respectively, of AmSouth's common stock
during the Plan Period (April 21, 1995-April 1, 2000). Approximately 29 Class
A Directors and nine Class B Directors will initially be eligible to receive
grants under the Plan.
The following table sets forth the number of shares of restricted stock that
will be allocated on April 21, 1995 (the commencement date of the Plan Period)
to the named individuals and groups, assuming that the Plan is approved by
AmSouth's shareholders.

22
<PAGE>

NEW PLAN BENEFITS

AMSOUTH BANCORPORATION
DIRECTOR RESTRICTED STOCK PLAN

<TABLE>
<CAPTION>
NAME AND POSITION DOLLAR VALUE ($)* NUMBER OF UNITS
- ----------------- ----------------- ---------------
<S> <C> <C>
John W. Woods 0 0
Chairman & Chief Executive Officer of
AmSouth & AmSouth Bank of Alabama
C. Dowd Ritter 0 0
President & Chief Operating Officer
of AmSouth & AmSouth Bank of Alabama
E. W. Stephenson, Jr. 0 0
Senior Executive Vice President,
AmSouth & Chairman & Chief Executive
Officer,
AmSouth Bank of Florida
A. Fox deFuniak, III 0 0
Senior Executive Vice President and
Birmingham
Banking Group Head, AmSouth Bank of
Alabama
W. Michael Graves 0 0
Senior Executive Vice President,
AmSouth & AmSouth Bank of Alabama, and
Head
of Alabama Banking Group and Trust and
Private
Banking of AmSouth Bank of Alabama
Executive Officer Group (8 persons) 0 0
**Non-Executive Officer Director Group (38 $903,125 28,900
persons)
Non-Executive Officer Employee Group 0 0
</TABLE>

*Based on closing price of $31.25 of AmSouth common stock on March 10, 1995
**Includes directors of certain banking subsidiaries of AmSouth
FEDERAL INCOME TAX CONSEQUENCES
Generally, and except as noted below, the grant of restricted stock is not
taxable. Instead, at the time the restrictions lapse, the director will
recognize ordinary income, and will generally receive a basis in the shares,
equal to the shares then fair market value. The director's holding period for
determining gains and losses on subsequent dispositions of the shares will
begin on the date the restrictions lapse. Dividends received on the shares
prior to the date the restrictions lapse will be treated as additional
compensation.
Alternatively, the director may elect to recognize taxable income on receipt
of a grant of restricted stock. If this election is appropriately made, on the
date a grant is received the director will recognize an amount of ordinary
income, and will generally receive a basis in the shares, equal to the shares
then fair market value. The director's holding period for determining gains
and losses on subsequent dispositions of the shares will begin on the date the
grant is received. A director making this election will not recognize a loss
for tax purposes in the event of a subsequent forfeiture of the shares. A
director making this election will also treat dividends received on the shares
as dividends and not as compensation.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL OF THE
AMSOUTH BANCORPORATION DIRECTOR RESTRICTED STOCK PLAN AS SET FORTH IN THIS
PROXY STATEMENT.

VOTING PROCEDURES
Under the Delaware General Corporation Law (the "DGCL") and AmSouth's Bylaws,
the presence, in person or by proxy, of a majority of the outstanding shares
of common

23
<PAGE>

stock is necessary to constitute a quorum of the shareholders to take action
at the Annual Meeting. For these purposes, shares which are present, or
represented by a proxy, at the Annual Meeting will be counted for quorum
purposes regardless of whether the holder of the shares or the proxy fails to
vote on any particular matter or whether a broker with discretionary authority
fails to exercise its discretionary voting authority with respect to any
particular matter. Once a quorum of the shareholders is established, under the
DGCL (i) the directors standing for election must be elected by a plurality of
the shares of common stock present, in person or by proxy, at the Annual
Meeting, and (ii) any other action to be taken, including approval of the
Director Restricted Stock Plan, must be approved by the vote of the holders of
a majority of the shares of common stock present, in person or by proxy, at
the Annual Meeting. For voting purposes, abstentions and broker non-votes will
in effect count as "no" votes.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accounting firm selected by the Board of Directors for
the calendar year 1995 is Ernst & Young, LLP. Representatives of Ernst &
Young, LLP are expected to be present at the Annual Meeting and will have the
opportunity to make a statement and to respond to appropriate questions.

24
<PAGE>

EXHIBIT A

AMSOUTH BANCORPORATION DIRECTOR RESTRICTED STOCK PLAN

1. PURPOSE. This AmSouth Bancorporation Director Restricted Stock Plan (the
"Plan") is hereby established by AmSouth Bancorporation (the "Company"). The
purpose of the Plan is to enable the Company to pay part of the compensation
of the non-employee Directors of the Company and certain of the banking
subsidiaries of the Company in shares of the Company's Common Stock, thereby
providing for or increasing such Directors' proprietary interest in the
Company. The Plan provides for the grant of shares of Common Stock of the
Company which are restricted in accordance with the terms and conditions set
forth below ("Restricted Shares").

2. ELIGIBILITY. Each Director of the Company, AmSouth Bank of Alabama,
AmSouth Bank of Florida, AmSouth Bank of Tennessee or AmSouth Bank of Georgia
who is not an officer or employee of the Company or any of its subsidiaries
and who has never been an Executive Officer of the Company (an "Eligible
Director") shall be eligible for awards under the Plan. Each Eligible Director
to whom Restricted Shares are granted under the Plan is hereinafter sometimes
referred to as a "Participant". Eligible Directors of the Company, AmSouth
Bank of Alabama and AmSouth Bank of Florida (the "Group A Boards") are
hereinafter referred to collectively as "Group A Directors" and Eligible
Directors of AmSouth Bank of Tennessee and AmSouth Bank of Georgia (the "Group
B Boards") are hereinafter referred to collectively as "Group B Directors".

3. ADMINISTRATION. The Plan shall be administered by the Compensation
Committee of the Board of Directors of the Company (the "Committee"). The
Committee shall have authority to interpret the Plan, to adopt, amend and
rescind administrative regulations to further the purposes of the Plan, and to
take any other action necessary to the proper operation of the Plan. All
decisions and acts of the Committee shall be final and binding upon all Plan
Participants.

4. GRANT OF RESTRICTED SHARES.

(a)(1) Each Eligible Director who is a member of any of the Group A Boards
on the commencement date of the Plan Period (as defined below) and whose
Retirement Date (as defined below) will occur after the termination date of
such Plan Period shall be granted 1,000 Restricted Shares, effective as of the
commencement date of the Plan Period. Each Eligible Director who is a member
of any of the Group A Boards on the commencement date of the Plan Period and
whose Retirement Date will occur prior to the termination date of such Plan
Period shall be granted, effective as of the commencement date of the Plan
Period, 200 Restricted Shares for every Plan Year (as defined below) in the
period commencing April 1, 1995 and ending on the March 31 coincident with or
immediately following the Participant's Retirement Date.

(2) Each person who becomes an Eligible Director and a Group A Director
after the commencement date of the Plan Period shall be granted, effective as
of the date such person becomes a Group A Director, a number of shares equal
to the sum of (i) 16.67 multiplied by the number of full and partial calendar
months between the date of such person's election as a Group A Director
through the March 31 following such election, with such product rounded up or
down to the nearest whole share; plus (ii) 200 Restricted Shares for every
Plan Year in the period commencing on the April 1 following such election and
ending on the earlier of March 31, 2000 or the March 31 coincident with or
immediately following the Participant's Retirement Date.

(b)(1) Each Eligible Director who is a member of any of the Group B Boards
on the commencement date of the Plan Period (as defined below) and whose
Retirement Date will occur after the termination date of such Plan Period
shall be granted 500 Restricted Shares, effective as of the commencement date
of the Plan Period. Each Eligible Director who is a member of any of the Group
B Boards on the commencement date of the Plan Period and whose Retirement Date
will occur prior to the termination date of such Plan Period shall be granted,
effective as of the commencement date of the Plan Period, 100 Restricted
Shares for every Plan Year (as defined below) in the period commencing April
1, 1995 and ending on the March 31 coincident with or immediately following
the Participant's Retirement Date.

(2) Each person who becomes an Eligible Director and a Group B Director
after the commencement date of the Plan Period shall be granted, effective as
of the date such person becomes a Group B Director, a number of Restricted
Shares equal to the sum of (i) the product of 8.34 multiplied by the number of
full and partial calendar months between the date of such person's election as
an Eligible Director through the March 31 following such election, with such
product rounded up or down to the nearest whole share; plus (ii) 100

A-1
<PAGE>

Restricted Shares for every Plan Year in the period commencing on the April 1
following such election and ending on the earlier of March 31, 2000 or the
March 31 coincident with or immediately following the Participant's Retirement
Date.

(c) The Plan Period shall mean the period commencing on April 21, 1995 and
terminating on April 1, 2000. Plan Year shall mean the period April 1 through
the following March 31.

(d) For purposes of this Section 4, a Participant's Retirement Date shall
mean the date on which the event occurs that causes the Participant to be
required to retire from the Board of Directors the membership in which caused
him to be an Eligible Director, under the retirement policies of such Board of
Directors as in effect on the date of grant of Restricted Shares to such
Participant.

(e) Awards under the Plan shall be made from authorized but unissued shares
of the Company, shares purchased in the open market or shares held in the
Company's treasury, at the discretion of the Committee.

(f) If an Eligible Director serves on more than one Board of Directors, he
shall be eligible only to receive one grant, and if he serves on a Group A
Board and a Group B Board, he shall receive a grant calculated with respect to
his service on the Group A Board.

5. TERMS AND CONDITIONS OF RESTRICTED SHARES. Stock certificates representing
the Restricted Shares granted to a Participant shall be registered in the Par-
ticipant's name and shall be held by the Company on behalf of the Participant.
The Participant shall have the right to vote and receive dividends on such Re-
stricted Shares. The Participant shall not be entitled to delivery of the
stock certificates, and no Restricted Share may be sold, transferred, assigned
or pledged by the Participant, until such Restricted Share has vested, as pro-
vided in Section 6. If a Participant ceases to be an Eligible Director before
all of his Restricted Shares have vested, any of such Participant's Restricted
Shares which have not vested shall be forfeited except as provided in Section
6(e); without limiting the generality of the foregoing, if a Participant ter-
minates service on a particular Board of Directors but continues to serve as a
director of another Board service on which causes a director to be an Eligible
Director, no forfeiture shall occur. At the time Restricted Shares vest, a
certificate for such shares shall be delivered to the Participant (or the Par-
ticipant's Beneficiary (as defined in Section 10) in the event of the Partici-
pant's death), free of all restrictions, except as otherwise provided in Sec-
tion 6(d) hereof.

6. VESTING OF RESTRICTED SHARES.

(a) With respect to Restricted Shares granted as of the commencement date of
the Plan Period to Group A Directors, 200 shares shall vest on April 1 of each
of the years 1996 through and including 2000, or, if earlier, the year in
which all shares shall have vested. With respect to Restricted Shares granted
during the Plan Period but after the commencement date of such Plan Period,
(i) on the April 1 following such grant there shall vest a number of shares
equal to the product of 16.67 multiplied by the number of full or partial
calendar months from the date of such person's election as a Group A Director
through the March 31 following such election, with such product rounded up or
down to the nearest whole share, and (ii) on each April 1 thereafter through
April 1 of the year 2000, or, if earlier, the year in which all shares shall
have vested, there shall vest 200 shares.

(b) With respect to Restricted Shares granted as of the commencement date of
the Plan Period to Group B Directors, 100 shares shall vest on April 1 of each
of the years 1996 through and including 2000, or, if earlier, the year in
which all shares shall have vested. With respect to Restricted Shares granted
to Group B Directors during the Plan Period but after the commencement date of
such Plan Period, (i) on the April 1 following such grant there shall vest a
number of shares equal to the product of 8.34 multiplied by the number of full
or partial calendar months from the date of such person's election as a Group
B Director through the March 31 following such election, with such product
rounded up or down to the nearest whole share, and (ii) on each April 1 there-
after through April 1 of the year 2000, or, if earlier, the year in which all
shares shall have vested, there shall vest 100 shares.

(c) Notwithstanding the provisions of Sections 5, 6(a) and 6(b), all
Restricted Shares granted to a Participant shall vest immediately upon the
Participant's death or disability.

(d) Notwithstanding the provisions of Sections 5, 6(a) and 6(b), in the
event of a "Change of Control" (as defined in Section 13), all Restricted
Shares shall vest immediately; however, stock certificates for such shares
shall be delivered to the Participants, and the restrictions on transfer of
the shares shall lapse, in the amounts and at the times set forth in Sections
6(a), 6(b) and 6(e), regardless of whether the Participant is then serving as
a Director of any Group A or Group B Board.

(e) Notwithstanding the provisions of Sections 5, 6(a) and 6(b), when a
Participant ceases to be an Eligible Director, the number of Restricted Shares
which would have vested under the provisions of Sections 6(a) and 6(b) on the
April 1 immediately following the date on which the Participant ceases to be
an Eligible Director shall not be forfeited but shall vest immediately as of
the date the Participant ceases to be an Eligible Director.

7. SUPPLEMENTAL PAYMENT ON VESTING OF RESTRICTED SHARES. Within 30 days of
each date that Restricted Shares vest, a Supplemental Payment shall be paid to
the Participant (or to the Participant's Beneficiary in the event of death),
in cash, in an amount equal to the amount necessary to pay the

A-2
<PAGE>

federal, state and local income tax payable with respect to both the vesting
of the Restricted Shares and receipt of the Supplemental Payment, assuming the
Participant is taxed at the maximum effective income tax rate applicable
thereto and has not elected to recognize income with respect to the Restricted
Shares before the date such Restricted Shares vest.

8. REGULATORY COMPLIANCE. The Company shall not be obligated to issue or
deliver any Restricted Shares or certificates for Common Stock if (i) the
issuance or delivery of such shares shall constitute a violation of any
provision of any law or any regulation of any governmental authority or any
national securities exchange, or (ii) the Company determines that an agreement
by a Participant with respect to the disposition of shares of Common Stock is
necessary or desirable (in connection with any requirement or interpretation
of any federal or state securities law, rule or regulation) and such agreement
has not been obtained.

9. ADJUSTMENTS FOR CHANGES IN CAPITALIZATION. In the event of a
reorganization, recapitalization, stock split, stock dividend, combination of
shares, rights offer, liquidation, dissolution, merger, consolidation, spin-
off, sale of assets, payment of an extraordinary cash dividend, or any other
change in or affecting the corporate structure or capitalization of the
Company, each Restricted Share then outstanding shall be converted into or
exchanged for the number and kind of securities or property into which each
outstanding share of Common Stock of the Company shall be converted as a
result of such event, and the provisions of the Plan shall continue to apply
to such substituted securities or property. If the holders of Common Stock
have an election as to what type of consideration they will receive in
connection with the event, Participants shall be entitled to make the same
election.

10. BENEFICIARY. A Participant may file with the Company a written
designation of Beneficiary, on such form as may be prescribed or permitted by
the Committee, to receive any Restricted Shares and Supplemental Payments that
become deliverable to the Participant pursuant to the Plan after the
Participant's death. A Participant may, from time to time, amend or revoke a
designation of Beneficiary. If no designated Beneficiary survives the
Participant, the Participant's estate shall be deemed to be the Participant's
Beneficiary.

11. AMENDMENT OF PLAN. The Board of Directors may amend the Plan from time to
time, provided that the Plan provisions with respect to eligibility and the
amount, price and timing of awards under the Plan shall not be amended more
than once every six months (other than to comport with changes in the Internal
Revenue Code of 1986 (as amended), the Employee Retirement Income Security Act
of 1974 (as amended), or the rules thereunder). No amendment, without approval
by stockholders, may (i) increase the total number of Restricted Shares that
may be awarded under the Plan to any individual, or (ii) extend the term of
the Plan. No amendment shall adversely affect a Participant's right to receive
Restricted Shares granted under the Plan without the written consent of the
affected Participant.

12. NO GUARANTY OF DIRECTORSHIP. Nothing in this Plan shall be deemed to
create any obligation on the part of any Board of Directors to nominate any
Director for re-election or to re-elect any Director.

13. CHANGE OF CONTROL. A "Change of Control" is hereby defined to be: (1) a
merger, consolidation or other corporate reorganization of the Company in
which the Company does not survive, (2) disposition by the Company of the bank
subsidiary or any successor thereto service on the Board of which caused the
Participant to be an Eligible Director, (3) the beneficial ownership by one
person or a related group of persons of as much as 20% of the outstanding vot-
ing stock of the Company, unless the acquisition of stock resulting in such
ownership by such person or related group had been approved by the Board of
Directors of the Company, or (4) as may otherwise be defined by the Board of
Directors of the Company from time to time.

14. WITHHOLDING. Whenever the Company proposes or is required to deliver
shares of Common Stock under the Plan, the Company shall have the right to
require the Participant to remit to the Company an amount sufficient to
satisfy any federal, state or local withholding tax liability prior to the
delivery of any certificate or certificates for such shares. Supplemental
Payments under the Plan shall be net of an amount sufficient to satisfy any
federal, state and local withholding tax liability on both the vesting of
Restricted Shares and receipt of the Supplemental Payment.

15. EFFECTIVE DATE AND TERMINATION DATE. This Plan shall be effective April
20, 1995, upon the approval of the Plan by the stockholders of the Company at
the Company's 1995 Annual Meeting. The termination date of the Plan shall be
April 1, 2000. The Board of Directors of the Company may terminate the Plan
prior to its termination date, but such action shall have no effect on
Restricted Shares granted prior to such action.

A-3
<PAGE>

[LOGO OF AMSOUTH BANCORPORATION APPEARS HERE]
PROXY

For Annual Shareholders' Meeting

1. ELECTION OF DIRECTORS
[_] FOR all nominees listed below (except as marked to the contrary below).
[_] WITHHOLD AUTHORITY to vote for all nominees listed below.

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW. IF YOU DO NOT INDICATE THAT
YOU WITHHOLD AUTHORITY TO VOTE FOR THE ELECTION OF ANY NOMINEE, THIS PROXY WILL
BE COUNTED AS VOTING FOR THAT NOMINEE.)

1. BARNEY B. BURKS, JR.
2. DONALD E. HESS
3. CLAUDE B. NIELSEN
4. BENJAMIN F. PAYTON
5. C. DOWD RITTER

2. APPROVAL OF DIRECTOR RESTRICTED STOCK PLAN
[_] FOR [_] AGAINST [_] ABSTAIN

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE BOARD
RECOMMENDS A VOTE "FOR" ALL NOMINEES AND APPROVAL OF THE DIRECTOR RESTRICTED
STOCK PLAN.

The undersigned hereby appoints Eunice A. Hickey, David E. White and Charles
S. Northen, IV (the "Proxies") and any of them, jointly or severally, the
lawful attorneys of the undersigned with full power of substitution to vote all
of the stock of AMSOUTH BANCORPORATION standing in the name of the undersigned
at the close of business on March 3, 1995 upon the books of the Corporation, at
the Annual Meeting of Shareholders to be held on Thursday April 20, 1995 and at
any adjourned meeting or meetings, as indicated herein.

(Continued on Reverse Side)

<PAGE>

NUMBER OF SHARES

THE PROXIES WILL VOTE THE SHARES REPRESENTED HEREBY AS DIRECTED BY THE
UNDERSIGNED SHAREHOLDER, BUT IF NO DIRECTION IS GIVEN, THEY WILL VOTE THE SHARES
FOR THE ELECTION OF ALL NOMINEES AND for APPROVAL OF THE DIRECTOR RESTRICTED
STOCK PLAN. THE PROXIES ARE FURTHER AUTHORIZED TO VOTE, IN THEIR DISCRETION, IN
ACCORDANCE WITH THE RECOMMENDATION OF THE MANAGEMENT OF AMSOUTH BANCORPORATION,
ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT THEREOF AND WITH RESPECT TO THE ELECTION OF ANY PERSON AS A DIRECTOR
IF A NOMINEE FOR THE OFFICE IS NAMED IN THE PROXY STATEMENT AND SUCH NOMINEE IS
UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE.

Please sign exactly as name appears below. When shares are held by joint
- -------------------------------------------------------------------------
tenants, both should sign. When signing as attorney, executor, administrator,
- --------------------------
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.

DATED: , 1995
---------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.

-------------------------------------------------
Signature

-------------------------------------------------
Signature if held jointly

(Continued from Reverse Side)