AMSOUTH BANCORPORATION, DEF 14A, 1996-03-18

AMSOUTH BANCORPORATION
DEF 14A, 1996-03-18
STATE COMMERCIAL BANKS

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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

AMSOUTH BANCORPORATION
-----------------------------------------------------
(Name of Registrant as Specified In Its Charter)

-----------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2).

[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*

(4) Proposed maximum aggregate value of transaction:

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*Set forth the amount on which the filing is calculated and state how it was
determined.

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Notes:

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[LOGO OF AMSOUTH BANCORPORATION APPEARS HERE]

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Post Office Box 11007
Birmingham, Alabama 35288

NOTICE OF MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 18, 1996

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 18, 1996 at 11:00
A.M., Birmingham, Alabama time, for the purpose of considering and voting upon
the following matters:

1. The election of four directors of Class II to serve for a term of three
years until the Annual Meeting of Shareholders in 1999 or until their
successors are elected and qualify.

2. Approval of the 1996 Long Term Incentive Compensation 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 February 28,
1996 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
------------------------------------
Diane S. Masters
March 13, 1996 Secretary

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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.
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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
Certain Information Concerning the Board of Directors and its Commit-
tees................................................................... 12
Director Attendance; Filings............................................ 12
Certain Transactions.................................................... 12
Executive Compensation................................................... 13
1996 Long Term Incentive Compensation Plan............................... 22
Voting Procedures........................................................ 25
Relationship With Independent Public Accountants......................... 25
Appendix A............................................................... A-1
</TABLE>
<PAGE>

PROXY STATEMENT
DATED MARCH 13, 1996
AMSOUTH BANCORPORATION
P.O. Box 11007, Birmingham, Alabama 35288
For Annual Meeting of Shareholders
To be Held on April 18, 1996
GENERAL
Mailing of this Proxy Statement is expected to begin on or about March 18,
1996, 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 18,
1996 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 FOUR NOMINEES AS DIRECTORS AND (2) FOR APPROVAL OF THE
1996 LONG TERM INCENTIVE COMPENSATION 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., Inc. 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 1995 ANNUAL REPORT TO SHAREHOLDERS HAS BEEN DISTRIBUTED
TO SHAREHOLDERS. A COPY OF AMSOUTH'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 1995 WILL BE FURNISHED WITHOUT CHARGE TO ANY SHAREHOLDER
WHO REQUESTS SUCH REPORT IN WRITING FROM M. LIST UNDERWOOD, JR., 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 1997 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 12, 1996.

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 February 28, 1996 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 February 28, 1996, there were 57,371,555
shares of common stock of AmSouth issued, outstanding and entitled to vote.

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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 February 28, 1996, no person was known to the management of AmSouth to be
the beneficial owner of more than 5 percent of AmSouth's outstanding common
stock other than (i) the "AmSouth Banks" (consisting of the Trust Divisions of
AmSouth Bank of Alabama, AmSouth Bank of Florida and AmSouth Bank of
Tennessee) and (ii) Delaware Management Holdings, Inc. (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 Banks, (ii) Delaware Management Holdings, Inc. (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.
Barney B. Burks, Jr., Joseph M. Farley and Z. Cartter Patten, III will leave
the Board of Directors effective April 18, 1996. Mr. Burks will continue to
serve as a director of AmSouth Bank of Florida, and Mr. Patten will remain on
the Boards of Directors of AmSouth Bank of Tennessee and AmSouth Bank of
Georgia.

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<TABLE>
<CAPTION>
AMSOUTH SHARES BENEFICIALLY OWNED(/1/) AS OF FEBRUARY 28, 1996+
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SOLE SHARED PERCENT OF TOTAL
PERSON, GROUP OR ENTITY POWER(/2/) POWER(/3/) AGGREGATE OUTSTANDING
- ----------------------- ----------------- --------------- ----------------- --------------------
<S> <C> <C> <C> <C>
AmSouth Banks+
(P.O. Box 11426,
Birmingham, Alabama
35202) 3,941,975(/4/) 580,124(/5/) 4,522,099(/6/)(/7/) 7.9%
Delaware Management
Holdings, Inc.+
(2005 Market St.,
Philadelphia,
Pennsylvania, 19103) 2,919,625(/8/) 180,400(/8/) 3,100,025 5.4%
DIRECTORS AND NOMINEES
Barney B. Burks, Jr. 1,002 1,002 *
J. Harold Chandler 3,020 3,020 *
Joseph M. Farley 10,377 8,988(/9/) 19,365 *
Rodney C. Gilbert 1,292 1,292 *
Elmer B. Harris 1,020 2,273 3,293 *
Donald E. Hess 2,331 2,331 *
Ronald L. Kuehn, Jr. 2,676 2,676 *
James R. Malone 1,100 1,100 *
Claude B. Nielsen 2,092 2,092 *
Z. Cartter Patten, III 80,864(/10/) 201,503(/11/) 282,367 *
Benjamin F. Payton 2,480 2,480 *
C. Dowd Ritter 170,919(/12/) 170,919 *
Herbert A. Sklenar 1,000 3,086 4,086 *
John W. Woods 352,544(/13/) 20,000(/14/) 372,544 *
CERTAIN EXECUTIVE
OFFICERS
Sloan D. Gibson, IV 26,595(/15/) 26,595 *
Kristen M. Hudak 31,487(/16/) 31,487 *
E.W. Stephenson, Jr. 55,364(/17/) 55,364 *
Directors, Nominees and
Executive Officers as a
group (consisting of 23
persons) 851,312(/18/) 237,270 1,088,582 1.9%
</TABLE>
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* less than 1 percent
+ Figures for the AmSouth Banks and Delaware Management Holdings, Inc. are as
of December 31, 1995

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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.
(2) Unless otherwise indicated in the following notes, if a beneficial owner
is shown as having sole power, he or she has sole voting as well as sole
investment power, and if a beneficial owner is shown as having shared
power, he or she has shared voting power as well as shared investment
power. If ownership of restricted stock is shown, the individual has sole
voting power, but no power of disposition. The amounts in this column
include restricted stock awarded to the following directors under
AmSouth's Director Restricted Stock Plan: Messrs. Chandler, Gilbert,
Harris, Hess, Kuehn, Malone, Nielsen, Patten, Payton and Sklenar--1,000
shares each; Mr. Burks--800 shares; and Mr. Farley--200 shares. 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, with respect to 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 contributions, thereby affecting the
individual's balance in the Fund.
(3) 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.
(4) With respect to these shares, the AmSouth Banks have sole voting power as
to 3,881,901 shares, sole investment power as to 1,482,717 shares, shared
investment power as to 1,480,820 shares and no voting power as to 60,074
shares.
(5) With respect to these shares, the AmSouth Banks have shared voting power
as to 544,228 shares, no voting power as to 35,896 shares, no sole
investment power and shared investment power as to 249,005 shares.
(6) Includes 575,901 shares held as Trustee of AmSouth's Thrift Plan at
December 31, 1995.
(7) Shares reported as beneficially owned by the AmSouth Banks are held in
various fiduciary capacities and reflect the amount and percentage
reported on Schedule 13G.
(8) With respect to the shares beneficially owned by Delaware Management
Holdings, Inc., it has sole voting power as to 237,465 shares, shared
voting power as to 3,510 shares, sole investment power as to 2,919,625
shares and shared investment power as to 180,400 shares. The amounts
shown are as reported on Schedule 13G.
(9) Includes 6,187 shares held by a foundation of which Mr. Farley is a co-
trustee, as to which he disclaims actual beneficial ownership.
(10) 59,752 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 minor children and 2,464
shares owned by the P&P Profit Sharing Plan (as to which he has sole
voting power, but shared investment power).
(11) 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 19,306 shares which are held by P&P,
as to all of which Mr. Patten disclaims actual beneficial ownership.
(12) Includes 75,778 shares which could be acquired within 60 days pursuant to
stock options, 69,595 shares of restricted stock and 14,898 shares held
by the AmSouth Stock Fund of the AmSouth Thrift Plan.
(13) Includes 275,425 shares which could be acquired within 60 days pursuant
to stock options, 27,460 shares of restricted stock and 11,870 shares
held by the AmSouth Stock Fund of the AmSouth Thrift Plan.
(14) Mr. Woods disclaims beneficial ownership of these shares, which are owned
by his spouse.
(15) Includes 19,075 shares which could be acquired within 60 days pursuant to
stock options, 5,825 shares of restricted stock and 892 shares held by
the AmSouth Stock Fund of the AmSouth Thrift Plan.
(16) Includes 20,000 shares which could be acquired within 60 days pursuant to
stock options, 11,385 shares of restricted stock and 40 shares held by
the AmSouth Stock Fund of the AmSouth Thrift Plan.
(17) Includes 29,725 shares which could be acquired within 60 days pursuant to
stock options, 16,772 shares of restricted stock and 2,590 shares held by
the AmSouth Stock Fund of the AmSouth Thrift Plan.
(18) 30,981 of these shares are held by the AmSouth Stock Fund of the AmSouth
Thrift Plan; 175,694 of these shares are restricted stock; and 483,140 of
these shares could be acquired within 60 days pursuant to stock options.

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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.
As of February 28, 1996, AmSouth held 2,658,698 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. AmSouth's Bylaws provide that the number of directors
will be fixed from time to time by the vote of two-thirds of the directors
then in office who have been elected by the shareholders. The number of
directors as of April 18, 1996 will be fixed at eleven. The terms of Class II
Directors expire at this Annual Meeting. The terms of Class III Directors and
Class I Directors will expire in 1997 and 1998, respectively. As previously
noted, three directors will leave the Board at this Annual Meeting. The Board
of Directors is recommending the re-election of the four current directors of
Class II eligible for re-election. Each of the Class II Directors elected at
this Annual Meeting will serve three-year terms expiring at the 1999 Annual
Meeting of Shareholders or until his respective successor is elected and
qualified, except as provided in the Bylaws. It is intended that unless
"Withhold Authority" is noted as to all or some of the nominees, proxies in
the accompanying form will be voted at the Annual Meeting for the election of
the nominees named below for the term indicated.
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
recommended by the Board of Directors. 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
business experience of each during the past five years, follow. Service shown
with AmSouth and its subsidiaries may include service with predecessor
companies.

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NOMINEES FOR TERMS EXPIRING IN 1999 (CLASS II)

<TABLE>
<CAPTION>
OFFICES WITH
DIRECTOR AMSOUTH OR PRINCIPAL OCCUPATION
NAME OF DIRECTOR AGE SINCE ITS SUBSIDIARIES FOR PAST 5 YEARS OTHER DIRECTORSHIPS(/1/)
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<S> <C> <C> <C> <C> <C>
J. Harold Chandler 46 1995 President and Chief Provident Companies,
Executive Officer, Inc.
Provident Companies, Inc., Herman Miller, Inc.
November 1993 to date Healthsource, Inc.
(insurance); 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
Rodney C. Gilbert 56 1994 President and Chief Rust International
Executive Officer, Rust Inc.
International Inc., 1993
to date (provider of
engineering, construction
and environmental and
infrastructure consulting
services and other on-site
industrial and related
services); President and
Chief Operating Officer,
1990 to December 1992, of
Wheelabrator Technologies
Inc. (provider of
facilities, systems and
services for the trash-to-
energy, energy,
environmental and general
industrial markets)
Elmer B. Harris 56 1989* President and Chief The Southern Company
Executive Officer, March Alabama Power
1989 to date, Alabama Company
Power Company Southern Electric
(public utility) Generating Company
Southern Company
Services, Inc.
Southern Nuclear
Company
James R. Malone 53 1994 Chairman of the Board, Ametek, Inc.
January 1996 to date, and Anchor Glass
President and Chief Container
Executive Officer, 1993 to Corporation
December 1995, of Anchor
Glass Container
Corporation (glass
container manufacturer);
Chairman of the Board,
President and Chief
Executive Officer, Grimes
Aerospace, 1990 to 1993
(manufacturer of aviation
interior and exterior
lighting)
</TABLE>
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* Mr. Harris was not on the Board during the period May-November 1995

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(PHOTO) (PHOTO)

J. Harold Chandler Rodney C. Gilbert

(PHOTO) (PHOTO)

Elmer B. Harris James R. Malone

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DIRECTORS WHOSE TERMS EXPIRE IN 1997 (CLASS III)

8
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(PHOTO) (PHOTO)

Ronald L. Kuehn, Jr. Herbert A. Sklenar

(PHOTO)

John W. Woods

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DIRECTORS WHOSE TERMS EXPIRE IN 1998 (CLASS I)

Claude B. Nielsen 45 1993 President and Chief Colonial
Executive Officer, May Properties
1991 to date, and Trust
President and Chief
Operating Officer,
February 1990 to May
1991, all of Coca-Cola
Bottling Company United,
Inc. (soft drink bottler)
Benjamin F. Payton 63 1983 President, Tuskegee Morrison Health
University, 1981 to date Care, Inc.
Ruby Tuesday,
Inc.
Praxair, Inc.
The ITT
Corporation
The Liberty
Corporation
Sonat Inc.
C. Dowd Ritter 48 1993 President and Chief President and Chief
Executive Officer of Executive Officer,
AmSouth and of January 1996 to date, of
AmSouth Bank of AmSouth and AmSouth Bank
Alabama; Director, of Alabama; President and
AmSouth Bank of Chief Operating Officer,
Alabama August 1994 to December
1995, of AmSouth and
AmSouth Bank of Alabama;
Vice Chairman of AmSouth
and AmSouth Bank of
Alabama, July 1993 to
August 1994; Senior
Executive Vice President
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>

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<PAGE>

(PHOTO) (PHOTO)

Donald E. Hess Claude B. Nielsen

(PHOTO) (PHOTO)

Benjamin F. Payton C. Dowd Ritter

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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 eight times during 1995. To assist it in
carrying out its work, the Board of Directors has the following standing
committees: Audit, Compliance and Public Policy; Executive Compensation and
Benefits; Director Affairs; Finance and Pension Fund; Strategic Planning; and
an Executive Committee.
The membership of the Audit, Compliance and Public Policy Committee consists
of Directors Sklenar (Chairman), Hess, Nielsen, Patten and Payton. This
committee is charged by the Board of Directors with several major functions,
including the following: to oversee the audit and examination of the financial
condition of the corporation; to monitor compliance with various laws and
regulations; to consider and review the policies of the corporation addressing
matters of public policy; and to review all significant litigation involving
the corporation. The Audit Department is under the direct supervision of the
committee. In performing these functions, the committee met three times during
1995.
The Executive Compensation and Benefits Committee is currently composed of
Directors Kuehn (Chairman), Chandler, Farley, Harris, Malone and Sklenar and
met six times during 1995. The committee makes recommendations to the Board
regarding AmSouth's overall executive compensation structure, is charged with
the administration of AmSouth's executive compensation plans, designates
awards for certain senior executives under AmSouth's benefit plans and makes
recommendations concerning the creation of new executive compensation plans
and amendments to existing plans. The committee has miscellaneous other
responsibilities, including making recommendations to the Board regarding the
selection of the executive management team and the compensation of those
individuals.
The Director Affairs Committee is currently composed of Directors Gilbert
(Chairman), Kuehn, Malone, Nielsen and Payton. In addition to reviewing
potential nominees and recommending new directors, the Director Affairs
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 three times during 1995.
The Finance and Pension Fund Committee is currently composed of Directors
Chandler (Chairman), Burks, Farley, Gilbert and Hess and met twice during
1995. The committee is charged with the responsibility of reviewing and making
recommendations concerning AmSouth's dividend policy and the issuance of
securities by AmSouth. The committee also approves financial and investment
policies and reviews the risk management policy of AmSouth, as well as
overseeing various aspects of AmSouth's broad-based employee benefit plans.
The Strategic Planning Committee addresses the mission and strategic plans of
AmSouth and significant issues and opportunities that affect that strategy.
The committee also reviews AmSouth's plans for succession and management
development and the performance of the Chief Executive Officer. The current
members of the committee are Directors Farley (Chairman), Burks, Chandler,
Gilbert, Harris, Hess, Kuehn, Malone, Nielsen, Patten, Payton and Sklenar. The
committee met twice during 1995.
The Executive Committee has the power to exercise all of the authority of the
Board of Directors, to the extent allowed by law, and is specifically given
the authority to declare dividends. The members of the Executive Committee are
the Chairman of the Board and the Chairmen of the other standing committees.
The current members of the committee are Directors Woods (Chairman), Chandler,
Farley, Gilbert, Kuehn and Sklenar. The committee met three times during 1995.

DIRECTOR ATTENDANCE; FILINGS
During 1995, all incumbent directors of AmSouth attended at least 75 percent
of the total number of meetings of the Board of Directors and meetings of
committees of which they were members.
During 1995 late reports required by Section 16(a) of the Securities Exchange
Act of 1934 were filed by the following: W. Michael Graves, who was an
executive officer of AmSouth for part of 1995, filed one late report covering
one transaction; Director Z. Cartter Patten, III, filed one late report
covering one transaction; and a trust of which Director Patten is a co-trustee
filed one late report regarding initial ownership. 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

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immediate families of these individuals, were customers of, and had loan
transactions with, AmSouth's subsidiaries in the ordinary course of business
during 1995. In addition, certain of the foregoing are or have been executive
officers or 10 percent 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 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.
In December 1995, Coca-Cola Bottling Company United, Inc. ("United"), of
which Director Claude B. Nielsen is President and Chief Executive Officer,
repurchased from AmSouth 5,400 shares of United's Series B-1988 Preferred
Stock, which AmSouth had purchased in 1988. Under the terms of the Repurchase
Agreement, United paid AmSouth $5,940,000. AmSouth may also receive future
payments upon the occurrence of certain events, but the amount of such
payments, if any, cannot be determined at this time.
M. Miller Gorrie, James I. Harrison, Jr. and William J. Rushton, III were
among a group of directors who left the AmSouth Board of Directors effective
April 20, 1995. Messrs. Gorrie and Harrison remain directors of AmSouth Bank
of Alabama. Mr. Gorrie is Chairman and Chief Executive Officer of Brasfield &
Gorrie General Contractor, Inc. ("Brasfield") and has a substantial ownership
interest in Brasfield. During the part of 1995 while Mr. Gorrie was a director
of AmSouth, subsidiaries of AmSouth made payments to Brasfield of
approximately $13,000,000 for construction work.
Mr. Harrison is Chairman and Chief Executive Officer and a substantial
shareholder of Harco Drug, Inc. ("Harco"). AmSouth Bank of Alabama has
subleased space from Harco for two branch locations with annual rental
payments and remaining terms of $26,400 and five years and $33,488 and six
years.
Mr. Rushton is Chairman of the Board Emeritus and a director of Protective
Life Corporation ("Protective"). During 1995, AmSouth and its subsidiaries
paid Protective and its subsidiaries premiums, fees, or investment product
deposits for various types of insurance in the amount of $5,004,741, and
Protective and its subsidiaries paid $1,490,270 in credit and mortgage
insurance and annuity commissions and $3,771,425 in interest, mortgage loan
service fees and other charges to AmSouth Bank of Alabama and other
subsidiaries of AmSouth.
One other transaction involving a director of AmSouth is disclosed below in
the section entitled "Information with Respect to Executive Compensation and
Benefits 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, and each of
the four other most highly compensated executive officers of AmSouth at
December 31, 1995 (hereinafter referred to as the "named executive officers"),
for the fiscal years ended December 31, 1995, 1994 and 1993.

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($) BONUS($) ($)(2) AWARD(S)($)(3) SARS(#) PAYOUTS($) ($)(5)
- --------------------------- ---- --------- -------- ------------ -------------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John W. Woods(1) 1995 $750,000 $701,250 $ 75,679 $ 78,056.25 47,925 $110,583
Chairman & Chief 1994 $665,000 $ 0 $ 70,857 $ 234,468.75 27,175 Not $ 96,580
Executive
Officer of AmSouth & 1993 $595,000 $327,250 N/A $ 203,190.63 18,000 Applicable(4) $ 29,295
AmSouth Bank of
Alabama
C. Dowd Ritter(1) 1995 $460,000 $400,000 $ 58,574 $1,102,062.50 27,325 $ 18,128
President & Chief 1994 $360,000 $ 0 $133,710 $ 620,493.75 15,450 $ 11,420
Operating
Officer of AmSouth & 1993 $266,667 $133,333 N/A $ 117,012.50 4,500 $ 13,566
AmSouth Bank of
Alabama
Kristen M. Hudak 1995 $218,750 $200,000 $ 12,002 $ 313,750.00 20,000 $125,876
Senior Executive Vice 1994 $ * $ * $ * $ * * $ *
President
& Chief Financial 1993 $ * $ * $ * $ * * $ *
Officer of AmSouth &
AmSouth Bank of
Alabama
E.W. Stephenson, Jr. 1995 $250,000 $150,000 $ 60,696 $ 109,882.50 10,600 $ 42,099
Senior Executive Vice 1994 $225,000 $ 0 $ 83,648 $ 93,787.50 7,325 $ 55,744
President,
AmSouth & Chairman & 1993 $177,833 $ 71,133 N/A $ 52,971.88 3,400 $ 9,256
Chief Executive
Officer, AmSouth Bank
of Florida
Sloan D. Gibson, IV 1995 $225,000 $124,650 $ 19,558 $ 17,250.00 10,600 $ 5,157
Senior Executive Vice 1994 $180,000 $ 54,000 $ 9,732 $ 78,412.50 5,475 $ 2,676
President
& Commercial Banking 1993 $121,250 $ 41,225 N/A $ 44,625.00 3,000 $ 0
Group Head of AmSouth
& AmSouth Bank of
Alabama
</TABLE>
- -------
*Ms. Hudak was not with AmSouth during these years.
- -------------------------------------------------------------------------------

(1) Titles shown are as of December 31, 1995. Effective January 1, 1996, Mr.
Ritter became Chief Executive Officer of AmSouth and AmSouth Bank of
Alabama. Mr. Woods remains Chairman of AmSouth and AmSouth Bank of
Alabama.
(2) These amounts include tax gross-ups and perquisites such as club dues,
auto allowances, and financial planning assistance. In the case of Mr.
Stephenson, amount includes one-time club initiation fees of $12,613.
(3) Amount is based on market value on date of grant. Dividends are paid on
all restricted shares. The size of the grants was determined by comparison
of AmSouth's Return on Average Assets, Return on Average Equity and Total
Shareholder Return to that of a group of peer banks during 1992, 1993 and
1994. AmSouth's performance was at the 38.73rd percentile of the peer
banks, generating an award at 25 percent of the targeted peer bank
average.
The following table provides information about restricted shares unreleased as
of December 31, 1995.

<TABLE>
<CAPTION>
AGGREGATE # OF VALUE BASED ON YEAR END
NAME RESTRICTED SHARES HELD STOCK PRICE OF $40.375
---- ---------------------- -----------------------
<S> <C> <C>
Woods 23,040 $ 930,240.00
Ritter 65,175 $2,631,440.63
Hudak 10,000 $ 403,750.00
Stephenson 15,597 $ 629,728.88
Gibson 4,650 $ 187,743.75
</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.
Mr. Ritter's 1995 restricted stock award granted when he was named President
has a vesting schedule of eight years, but if
AmSouth's stock price reaches $60 a share for ten consecutive trading days
during the restricted period, the shares will vest immediately, unless this
occurs during the first three years after the grant date, in which case it
will vest on the third anniversary date of the grant.
(4) No performance share or unit plan currently exists. See Footnote 3,
however, for a discussion of the performance factors on which the 1995
grant of restricted stock was based.
(5) These amounts reflect Company Matching contributions to the AmSouth Thrift
Plans and Prior Profit Sharing Plan payments as shown below.

<TABLE>
<CAPTION>
PRIOR PROFIT
NAME COMPANY MATCH THRIFT SHARING PLAN
---- -------------------- ------------
<S> <C> <C>
Woods $18,750 $23,400
Ritter $10,458 $ 7,670
Hudak $ 0 $ 0
Stephenson $ 3,125 $ 4,810
Gibson $ 5,157 $ 0
</TABLE>

In the case of Mr. Woods, the amount shown in the Summary Compensation Table
also represents the company's share of the annual premium paid in the amount
of $68,433 for the Corporate Universal Life Split Dollar policy under which he
is covered.
In the case of Ms. Hudak, the amount shown in the Summary Compensation Table
includes a moving bonus of $100,000 and relocation assistance of $25,876.
In the case of Mr. Stephenson, the amount shown in the Summary Compensation
Table includes relocation assistance in the amount of $34,164.

14
<PAGE>

STOCK OPTIONS
The following table contains information regarding the grant of stock options
during 1995 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
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
- ---------------------------------------------------------------------------------------------------- -----------------------
NUMBER OF PERCENT OF TOTAL
SECURITIES UNDERLYING OPTIONS/SARS
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 47,925 10.5% $28.75 February 10, 2005 $ 866,484 $ 2,195,924
C. Dowd Ritter 27,325 6.0% $28.75 February 10, 2005 $ 494,036 $ 1,252,032
Kristen M. Hudak 20,000 4.4% $31.38 March 15, 2005 $ 394,700 $ 1,000,100
E.W. Stephenson, Jr. 10,600 2.3% $28.75 February 10, 2005 $ 191,648 $ 485,692
Sloan D. Gibson, IV 10,600 2.3% $28.75 February 10, 2005 $ 191,648 $ 485,692
</TABLE>
* The stock options became exercisable on February 10, 1996 (March 15, 1996
for Ms. Hudak), which in each case is one year after date of grant, 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 1995 by the named executive officers and the unexercised stock
options held by them at December 31, 1995.

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 $ 0.00 227,500 $4,585,243.75
47,925 $ 557,128.13
C. Dowd Ritter 0 $ 0.00 48,453 $ 802,391.89
27,325 $ 317,653.13
Kristen M. Hudak 0 $ 0.00 0 $ 0.00
20,000 $ 180,000.00
E.W. Stephenson, Jr. 11,550 $276,123.75 19,125 $ 272,940.63
10,600 $ 123,225.00
Sloan D. Gibson, IV 0 $ 0.00 8,475 $ 84,571.88
10,600 $ 123,225.00
</TABLE>

(1) Market value of underlying securities at exercise or year-end, as
applicable, minus the exercise price.

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 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
---------------------------------------
AVERAGE ANNUAL
COVERED COMPENSATION 10 15 20 25 30
- -------------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$ 200,000.............................. 34,291 51,679 69,229 86,779 104,329
300,000.............................. 52,291 78,679 105,229 131,779 158,329
400,000.............................. 70,291 105,679 141,229 176,779 212,329
500,000.............................. 88,291 132,679 177,229 221,779 266,329
600,000.............................. 106,291 159,679 213,229 266,779 320,329
700,000.............................. 124,291 186,679 249,229 311,779 374,329
800,000.............................. 142,291 213,679 285,229 356,779 428,329
900,000.............................. 160,291 240,679 321,229 401,779 482,329
1,000,000.............................. 178,291 267,679 357,229 446,779 536,329
</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 plans and the average annual covered
compensation, which is determined by the 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 under the
plans for the named executive officers are as follows: Mr. Woods: 25 years;
Mr. Ritter: 23 years; Mr. Stephenson: 20 years; Ms. Hudak: one year; and Mr.
Gibson: three years. For purposes of calculating the benefit provided under
the plans, credited service in excess of 30 years is disregarded. Benefits
shown are computed as a straight life annuity beginning at age 65.

STOCK OWNERSHIP GUIDELINES FOR OFFICERS
AmSouth has adopted common stock ownership guidelines for officers of AmSouth
and its subsidiaries who are at the level of executive vice president or
above. Ownership targets are expressed as a multiple of salary and are as
follows: (i) executive vice presidents: one times salary; (ii) senior
executive vice presidents and above who are not directors: three times salary;
and (iii) officers who are directors: five times salary. Executives are
requested to reach the target amounts within three to five years. Shares
considered owned include individually owned shares, restricted stock and
benefit plan investments in AmSouth stock.

COMPENSATION OF DIRECTORS
Non-employee directors of AmSouth are paid a fee of $4,000 per calendar
quarter ($4,800 for Committee Chairmen) 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. Spencer H. Wright retired as a director of AmSouth in April 1995. Under
the agreement made at the time First Chattanooga Financial Corporation was
acquired, during 1995 Mr. Wright was paid (i) $80,667 for serving as Chairman
of the Board of AmSouth Bank of Tennessee, and (ii) $626,436 upon retirement
from AmSouth, which represents the remainder of his salary under his five-year
agreement and a small supplemental retirement payment. Mr. Wright served as
Chairman of the Board, President and Chief Executive Officer of First
Chattanooga Financial Corporation from 1987 through January 1993 and served as
Chairman of the Board of AmSouth Bank of Tennessee from February 1993 to April
1995. He was also instrumental in structuring and implementing the successful
merger of First Chattanooga Financial Corporation and AmSouth.

DIRECTOR STOCK PURCHASE PROGRAM
Under AmSouth's Director Stock Purchase Program, directors who own less than
5,000 shares of AmSouth stock and are not within three years of retirement
from the Board are required to use at least one quarterly retainer each 15
months to purchase AmSouth stock.

DIRECTOR RESTRICTED STOCK PLAN
Each non-employee director of AmSouth is a participant in the Director
Restricted Stock Plan. Each such director who was a member of the Board of
Directors on April 20, 1995
16
<PAGE>

(the effective date of the Plan) was granted 1,000 shares of restricted stock
on such date, except that each director who is scheduled to retire from the
Board under the Board's retirement policy prior to April 1, 2000 (the Plan's
termination date) was granted 200 shares of restricted stock for each
remaining year of service as a director. The Plan provides that 200 shares
granted to each director will vest on April 1 of each of the years 1996
through 2000.
Each person who first becomes a non-employee director after April 20, 1995
will be granted 16.67 shares of restricted stock for each calendar month or
fraction thereof from the director's election to the following March 31
(rounded to the nearest whole share), plus 200 shares for each subsequent Plan
Year (April 1-March 31) until the earlier of April 1, 2000 or the director's
scheduled retirement date. The product of 16.67 shares times the number of
full and partial calendar months from the director's election to the following
March 31 (rounded to the nearest whole share) will vest on the April 1
following such election, and 200 shares will vest on each April 1 thereafter
through the earlier of April 1, 2000 or the date on which all shares have
vested.
All shares of restricted stock will vest immediately upon the director's
death or disability. At the time the restricted stock vests, the director is
entitled to receive a cash tax-offset "supplemental payment" 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 tax rate. If a director leaves the Board of Directors before all of
the director's shares of restricted stock have vested, the unvested shares
will be forfeited, except for those shares that were scheduled to vest on the
next April 1, which will vest upon the director leaving the Board.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
AGREEMENTS
EMPLOYMENT AGREEMENT
AmSouth has entered into an Employment Agreement (the "Agreement") with Mr.
Ritter. The Agreement has an initial term of three years, but contains
automatic renewal provisions, such that the remaining term of the Agreement at
any given time will be three years. The Agreement provides that Mr. Ritter
will be paid the following compensation: a base salary not less than his
current base salary, and as it may be increased from time to time; the
opportunity to earn a bonus under AmSouth's Executive Incentive Plan (the
"EIP") and to participate in AmSouth's long term incentive compensation
programs at a level commensurate with his position; retirement benefits not
less than those provided under AmSouth's Supplemental Retirement and
Supplemental Thrift Plans; AmSouth's normal employee benefits, commensurate
with his position; perquisites suitable to his position with AmSouth; and
reimbursement of certain expenses incurred in performing his duties.
If Mr. Ritter's employment is terminated by AmSouth for reasons other than
death, disability, retirement or "Cause" (as defined) or if he terminates his
employment for "Good Reason" (as defined), he is entitled to be paid a lump
sum cash payment equal to the present value of the sum of the following: (i)
base salary for the remaining term of the Agreement; and (ii) annual bonus
amount, annualized long-term incentive award and annual club dues bonus for
the year of termination, each ((i) and (ii)) multiplied by the number of years
remaining in the Agreement. In addition, AmSouth will make a prorated payment
of the base bonus amount under the EIP for the termination year, and all
unvested stock awards will vest on the termination date. AmSouth will also
continue health and welfare benefit coverage for three years after termination
at the same cost and terms as prior to termination. As a condition to
receiving these benefits, Mr. Ritter must actively seek employment, and if he
finds "Comparable Employment" (as defined) prior to the end of the third year
following termination, he must return a pro rata portion of the severance
benefits paid to him. AmSouth will also reimburse Mr. Ritter for certain
excise taxes that he may be obligated to pay as a result of receiving payments
under the Agreement.

EXECUTIVE SEVERANCE AGREEMENTS
AmSouth has also entered into an Executive Severance Agreement (the "ESAs")
with each of the named executive officers, other than Mr. Ritter, whose
employment agreement is described above, and Mr. Woods, who is a party to a
prior "Change in Control Compensation Agreement," described below. The ESAs
have terms of three years, but are automatically extended for one additional
year at the end of the initial term and each subsequent year unless, within 12
months prior to the end of the term, AmSouth gives notice to the executive
that the term of the ESA will not be extended. However, if a "Change in
Control" (as defined) occurs while the ESA is in effect, the ESA will remain
in effect for the longer of (i) 24 months beyond the month in which the Change
in Control occurred or (ii) until all obligations of AmSouth are fulfilled and
all benefits paid to the executive. The ESAs provide that the executive will
be paid certain severance benefits if a Change in Control occurs and within 24
months thereafter the executive's employment is terminated under circumstances
described in the ESAs. The ESAs also provide that if an employment termination
arises in connection with or in anticipation of a Change in Control, the
executive's rights will be the same as if the termination had occurred within
two years following a Change in Control.
The severance benefits payable under the ESAs are as follows: (i) an amount
equal to the "Severance Multiplier," multiplied by base salary, bonus and
certain other compensation, all based on compensation amounts paid in

17
<PAGE>

prior periods; (ii) certain compensation otherwise payable for the year in
which the termination occurs; (iii) continuation of benefits pursuant to
welfare benefit plans under certain conditions; and (iv) lump sum cash
payments of certain other benefits accrued by the executive under AmSouth's
Supplemental Retirement Plan, Supplemental Thrift Plan and relocation policy.
The "Severance Multipliers" are 2.5, or, if less, the number of years
(including any fraction of a year) between the executive's termination date
and 65th birthday. After age 65, the "Severance Multiplier" is zero. In
certain circumstances, the executive may be compensated for excise taxes that
will be due as a result of the payment of benefits.

CHANGE IN CONTROL COMPENSATION AGREEMENT
AmSouth had previously entered into a "Change in Control Compensation
Agreement" (the "CIC Agreement") with Mr. Woods. The CIC Agreement provides
that if employment is terminated within three years following a "Change in
Control" (as defined) for reasons other than for "cause" (as defined), Mr.
Woods is entitled to receive a cash payment in an amount equal to three times
the sum of his base salary plus one-half of his maximum bonus under the EIP,
as in effect at the time of the Change in Control. In addition, the CIC
Agreement accelerates benefits receivable under the AmSouth long term
incentive plans and provides for insurance coverage for Mr. Woods and other
benefits. Mr. Woods is also entitled to such payments and benefits if he
terminates his employment within three years after a Change in Control due to
a reduction in salary or responsibilities, assignment of duties inconsistent
with his position, a transfer or increase in travel requirements, or a good
faith determination by him that effective discharge of his responsibilities is
no longer possible due to a Change in Control.
Grants made under AmSouth's long term incentive plans also generally provide
for acceleration of vesting of stock options and restricted stock upon the
occurrence of a change in control (as defined).

ADDITIONAL COMPENSATION AGREEMENT
Ms. Hudak also has an agreement with AmSouth that provides if she is
terminated without "Cause" (as defined) within two years of her beginning
employment with AmSouth, she will be paid a lump sum payment equal to two
times her base salary and base bonus opportunity under the EIP.

INFORMATION WITH RESPECT TO EXECUTIVE COMPENSATION AND BENEFITS COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS
The following directors currently serve as members of the Executive
Compensation and Benefits Committee of AmSouth's Board of Directors and also
served on the committee during 1995:*

J. Harold Chandler
Joseph M. Farley
Elmer B. Harris
Ronald L. Kuehn, Jr.
James R. Malone
Herbert A. Sklenar
- -------
*Former directors Biggs, Cabaniss and Jacks also served on the committee
during part of 1995.

The following information concerns a director who was a member of the
Executive Compensation and Benefits Committee during 1995: Mr. Ronald L.
Kuehn, Jr. is Chairman of the Board, President and Chief Executive Officer of
Sonat Inc. ("Sonat"). The main office of AmSouth and AmSouth Bank of Alabama
is owned by a joint venture between AmSouth Bank of Alabama and Sonat, both of
which are tenants in the building and made annual rental payments in 1995 of
$3,365,161 and $3,468,242, respectively. The lease expires at the end of 1996
but there are options to renew at rates to be agreed upon by the parties.
During 1995, John W. Woods, Chairman of the Board (and at that time Chief
Executive Officer) of AmSouth served as a member of the Board of Directors of
Alabama Power Company, and Elmer B. Harris, President and Chief Executive
Officer of Alabama Power Company, served as a member of the Executive
Compensation and Benefits Committee.

EXECUTIVE COMPENSATION AND BENEFITS COMMITTEE REPORT ON EXECUTIVE COMPENSATION
INTRODUCTION AND OVERALL PHILOSOPHY
The Executive Compensation and Benefits Committee (the "Committee") of
AmSouth Bancorporation's Board of Directors is composed of six non-officer
directors. The Committee oversees all of AmSouth's compensation and benefits
plans, and is specifically responsible for evaluating and approving
compensation plans, and payments and awards under those plans, for AmSouth's
most senior executives, including the named executive officers. During 1995,
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.

18
<PAGE>

EXECUTIVE COMPENSATION POLICIES
AmSouth's executive compensation programs have as their 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 short
term incentive plan is intended 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.
AmSouth provides total compensation opportunities based on a comparison with
the practices of a group of Peer Banks. Opportunities are designed such that
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 most 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. It reflects the banking industry, at an appropriate size
relative to AmSouth, including most companies within the parameters stated and
is large enough to provide a valid comparison both for compensation and for
performance. For purposes of the stock performance graph comparison contained
in this Proxy Statement, AmSouth has compared itself to the performance of the
S & P Regional Bank Index because it is a conveniently referenced, published
index. However, AmSouth believes that a more select peer group is appropriate
for purposes of establishing executive compensation.

BASE SALARY
AmSouth's salary ranges are set so that their midpoints are at the average of
the Peer Banks, as those banks are represented in various salary surveys to
which AmSouth has access. The Committee believes this strikes an appropriate
balance between managing AmSouth's fixed costs and retaining a competent,
cohesive and effective management team.
Progress within 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, with respect to the named executive officers, are reflected in
the Summary Compensation Table for 1995. 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, calls for
the establishment of annual goals for the overall corporation and each
business unit. Corporate performance is determined by the Committee's
evaluation of the year's results against the annual goals approved by the
Committee. Primary emphasis is placed on an "Earnings Per Share" goal.
Emphasis is also placed on other objective performance measures compared to
goals. These include, but are not 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 also is
placed on subjective factors affecting the year's performance.
The organizational focus and weighting for the purpose of goal setting and
evaluation varies depending on the Executive Incentive Plan participant
category. Payments for the most senior officers (officers who are also
directors) are totally based on the corporation's performance against goals.
Line Executives' payments are based primarily on their business unit's
performance against goals, and, secondarily, on the corporation's performance
against goals. Staff Executives' payments are based primarily on the
corporation's performance and secondarily on their staff support unit's
performance against goals.
Each participant has 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 targeted payment percentages differ
depending on various participant levels and positions held, and for 1995
ranged from 30 percent, up to 55 percent.
The possible payout percentage can range from 0 percent to 200 percent of the
base bonus opportunity based on a rating from 0.0 to 2.0 as determined by an
evaluation of performance results 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 percent of the base bonus
opportunity. The resulting payout can be zero, but cannot

19
<PAGE>

exceed 200 percent of the base bonus opportunity. Payouts under the Executive
Incentive Plan will be made in cash, and a participant can defer his or her
payout by making a written election to do so prior to the plan year.
The Committee believes that the Executive Incentive Plan focuses AmSouth
executives on their assigned responsibilities while still promoting teamwork
among the corporation's management team. Therefore, the Plan motivates
executives to perform in a superior manner and rewards them appropriately for
the level of success achieved by both them and the corporation.

LONG TERM INCENTIVE COMPENSATION PLAN
The overall purpose of AmSouth's 1989 Long Term Incentive Compensation Plan
(the "1989 LTIP") is to promote the long term success of AmSouth and its
subsidiaries. The 1989 LTIP accomplishes this by providing financial
incentives to key employees who are in positions to make significant
contributions toward such success. The 1989 LTIP is a key component of
executive compensation, and two types of long term incentives were utilized
under it in 1995: stock options and restricted stock grants.
The 1989 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 1989 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 improves.
AmSouth develops its grant sizes for stock options and restricted stock
first by determining the average of the long term incentive opportunities
provided to executives in similar positions at the Peer Banks. This
calculation is made with the help of an outside consultant. 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 the target opportunity, depending 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 and the issuance
of options enables AmSouth to be competitive in that respect.
The options to purchase AmSouth stock that were granted in 1995 were issued
at 100 percent of the fair market value of AmSouth common stock on the date of
the grant, are exercisable one year after date of grant and expire 10 years
after the date of grant. To the extent possible under the Internal Revenue
Code (the "Code"), such options qualify as "incentive stock options" under
Section 422 (a) of the Code.

RESTRICTED STOCK
----------------
The majority of restricted stock grants made in 1995 were dependent on the
average percentile ranking of AmSouth's prior three-year Return on Average
Assets (ROAA) and Total Shareholder Return (TSR) (weighted equally) against
the Peer Banks. A formula was developed that provides a particular grant based
on the percentile level of performance. The better the performance, the larger
the grant size. Grant sizes can range from zero to 200 percent of an average
market grant. One hundred percent of an average market grant would result if
AmSouth's performance is at the 50th percentile.
For the three years ending with 1994, AmSouth's combined ROAA and TSR
performance was at the 38.73rd percentile of the Peer Banks. This resulted in
a restricted stock grant at 25 percent of the targeted Peer Bank average. In
addition, a limited number of special restricted stock grants were made in
1995 primarily to attract new executives to AmSouth.
For the large majority of the restricted stock grants made in 1995, the stock
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 under Section
162(m) of the Code, the Committee will continue to consider it with care, and
review all situations where the corporation might lose deductions. Shareholder
approval of the 1996 Long Term Incentive Compensation Plan will preserve the
corporation's tax deduction related to stock

20
<PAGE>

options, as well as enable restricted shares to be used to pay amounts earned
under the short term incentive plan. The Committee believes that given the
qualification of stock options under Section 162(m) of the Code, any lost
deductions will be immaterial to the financial condition and performance of
the corporation.

CHIEF EXECUTIVE OFFICER COMPENSATION
The Committee gave special attention to determining appropriate pay during
1995 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' 1995 compensation:

BASE SALARY
-----------
Mr. Woods' base salary of $750,000 in 1995 was above midpoint, but below the
maximum of the salary range. This is due to Mr. Woods' long tenure as CEO of
AmSouth (over 23 years) and the Committee's and Board's assessment of Mr.
Woods' and AmSouth's performance during that time.

EXECUTIVE INCENTIVE PLAN
------------------------
An Executive Incentive Award of $701,250 was made for 1995. This was
determined under the terms of the Executive Incentive Plan as previously
described.

LTIP
----
Stock options for 47,925 shares and 2,715 shares of restricted stock were
granted to Mr. Woods by the Committee in 1995 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 reviews the programs on an ongoing basis 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 Executive Compensation and Benefits Committee of the AmSouth
Bancorporation Board of Directors:

Ronald L. Kuehn, Jr. (Chairman)
J. Harold Chandler
Joseph M. Farley
Elmer B. Harris
James R. Malone
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.

[PERFORMANCE GRAPH APPEARS HERE]

AMSOUTH STOCK PERFORMANCE
5 YR CUMULATIVE TOTAL RETURN COMPARISON
AMSOUTH, S&P 500 INDEX AND S&P REGIONAL BANK INDEX

<TABLE>
<CAPTION>
S&P S&P
Measurement period 500 Regional Bank
(Fiscal year Covered) AmSouth Index Index
- --------------------- ------- ----- -------------
<S> <C> <C> <C>
12/31/90 $100 $100 $100

FYE 12/31/91 $174 $130 $179
FYE 12/31/92 $274 $140 $228
FYE 12/31/93 $272 $154 $241
FYE 12/31/94 $236 $156 $228
FYE 12/31/95 $386 $215 $359

</TABLE>

21
<PAGE>

The information provided under the headings "Executive Compensation and
Benefits Committee Report on Executive Compensation" and "Performance Graph"
above shall not be deemed to be "soliciting material" or to be "filed" with
the Securities and Exchange Commission, or subject to Regulation 14A or 14C,
other than as provided in Item 402 of Regulation S-K, or to liabilities of
Section 18 of the Securities Exchange Act of 1934 and, unless specific
reference is made therein to such headings, shall not be incorporated by
reference into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934.

1996 LONG TERM INCENTIVE COMPENSATION PLAN

APPROVAL OF AMSOUTH BANCORPORATION 1996 LONG TERM INCENTIVE COMPENSATION PLAN
The success of AmSouth depends, in large measure, on its ability to recruit
and retain employees with outstanding ability and experience. The Board of
Directors also believes there is a need to align shareholder and employee
interests by encouraging employee stock ownership and to motivate employees
with compensation conditioned upon achievement of AmSouth's financial goals.
In order to accomplish these objectives the Board of Directors has adopted,
subject to approval by the shareholders, the AmSouth Bancorporation 1996 Long
Term Incentive Compensation Plan (the "LTIP").
The LTIP is intended to supplement and eventually replace the 1989 AmSouth
Bancorporation Long Term Incentive Compensation Plan (the "1989 LTIP"), as
shares of common stock available for issuance under the 1989 LTIP are largely
exhausted.

SUMMARY DESCRIPTION OF THE LTIP
The following summary of the terms of the LTIP is qualified in its entirety
by reference to the text of the plan, which is attached as Appendix A to this
Proxy Statement. If adopted by the shareholders, the LTIP will be effective as
of April 18, 1996.

ADMINISTRATION
The LTIP will be administered by the Executive Compensation and Benefits
Committee of the Board of Directors (the "Committee").

ELIGIBILITY
Key employees of AmSouth and its subsidiaries are eligible to participate in
the LTIP. Non-employee Directors of AmSouth are not eligible.
No more than 10 percent of the employees of AmSouth and its subsidiaries are
expected to be selected to participate; however, because the LTIP provides for
broad discretion in selecting participants and in making awards, the total
number of persons who will participate and the respective benefits to be
accorded to them cannot be determined at this time.
STOCK AVAILABLE FOR ISSUANCE THROUGH THE LTIP
The LTIP provides for a number of forms of stock-based compensation, as
further described below. Up to 2,750,000 shares of AmSouth's common stock, par
value $1.00 per share, are authorized for issuance through the LTIP.
On March 8, 1996, the closing price for a share of AmSouth's common stock, as
reported on the New York Stock Exchange composite tape, was $38.625.
Provisions in the LTIP permit the reuse or reissuance by the plan of shares of
common stock underlying canceled, expired, or forfeited awards of stock-based
compensation.
Stock-based compensation will typically be issued in consideration for the
performance of services to AmSouth, and no additional payment need be made at
the time of grant. At the time of exercise, the full exercise price for a
stock option must be paid in cash or, if the Committee so provides, in shares
of common stock.

DESCRIPTION OF AWARDS UNDER THE PLAN
The Committee may award to eligible employees incentive and nonqualified
stock options, stock appreciation rights, and restricted stock, which
restricted stock may also be granted in lieu of cash awards due under certain
other AmSouth plans. As separately described under "Performance Measures", the
Committee may also grant awards with a value tied to specific performance
goals and, after a specified period, pay the value of those awards with common
stock, cash, stock options, or a combination of the three.
The LTIP also provides that, subject to certain limitations, the Chief
Executive Officer of AmSouth (the "CEO") may also make awards to eligible
employees. The CEO may only make awards to non-Insiders (employees who are
neither officers (as defined under Section 16(a) of the Securities Exchange
Act of 1934), directors nor ten percent (10%) beneficial owners of any class
of AmSouth's equity securities) and the total number of awards granted by the
CEO each year shall be subject to approval by the Committee.
The forms of awards are described in greater detail below. The CEO will have
substantially the same authority to grant awards as the Committee, subject to
the limitations described above.

STOCK OPTIONS
The Committee will have discretion to award incentive stock options ("ISOs"),
which are intended to comply with Section 422 of the Internal Revenue Code, or
nonqualified stock options ("NQSOs"), which are not intended to comply with
Section 422 of the Internal Revenue Code. Each option issued under the LTIP
must be exercised within a period of ten years from the date of grant, and the
exercise price of an option may not be less than the fair market value of the
underlying shares of common stock on the date of grant. Subject to the
specific terms of the plan, the Committee will have discretion to set such
additional limitations on option grants as it deems appropriate.

22
<PAGE>

Options granted to employees under the LTIP will expire at such times as the
Committee determines at the time of the grant; provided, however, that no
option will be exercisable later than ten years from the date of grant. Each
option will terminate upon the earliest to occur of: (i) the expiration of the
option period in the award agreement; (ii) the expiration of three (3) months
following retirement for ISOs (after retirement, NQSOs terminate upon
expiration of the option period); (iii) the expiration of twelve (12) months
following death or disability; (iv) immediately upon termination for cause; or
(v) the expiration of thirty (30) days following termination for any reason
other than death, disability, retirement, cause or change in control. Upon a
change in control, all options will immediately vest 100 percent and remain
exercisable throughout their entire term.
Upon the exercise of an option granted under the LTIP, the option price is
payable in full to AmSouth, either: (a) in cash or its equivalent, or (b) if
permitted in the award agreement, by tendering shares having a fair market
value at the time of exercise equal to the total option price (provided such
shares have been held for at least six months prior to their tender), or (c)
if permitted in the award agreements, a combination of (a) and (b).

STOCK APPRECIATION RIGHTS
The Committee may grant stock appreciation rights ("SARs") either alone (a
"Freestanding SAR"), or in connection with the issuance of stock options (a
"Tandem SAR"). Upon the exercise of an SAR, the participant will receive
payment from AmSouth in an amount equal to the difference between the fair
market value of a share of common stock on the date of exercise and the grant
price of the SAR. The grant price of a Freestanding SAR will equal the fair
market value of a share of common stock on the date of grant of the SAR. The
grant price of a Tandem SAR will equal the option price on the related option.
The Committee has the right to pay the value of an SAR in cash, shares of
common stock, or partly in cash and partly in shares of common stock.
The Committee will have complete discretion in determining the number of SARs
granted and in determining the conditions pertaining to such SARs. The term of
an SAR will be determined by the Committee, in its sole discretion; provided,
however, such term shall not exceed ten (10) years.
A Freestanding SAR may be exercised upon whatever terms and conditions the
Committee, in its sole discretion, specifies. A Tandem SAR may be exercised
only during the period in which the related option may be exercised. The
exercise of a Tandem SAR will result in cancellation of the related option.

RESTRICTED STOCK
The Committee will also be authorized to award shares of restricted common
stock under the LTIP upon such terms and conditions as it shall establish;
provided, however, that no more than thirty percent (30%) of the total number
of shares reserved for issuance under the plan may be granted as restricted
stock. The award agreement will specify the period(s) of restriction, the
number of shares of restricted common stock granted, the payment of a
stipulated purchase price per share, if any, restrictions based upon
achievement of specific performance objectives and/or restrictions under
applicable federal or state securities laws. Although recipients will have the
right to vote these shares from the date of grant, they will not have the
right to sell or otherwise transfer the shares during the applicable period of
restriction or until earlier satisfaction of other conditions imposed by the
Committee in its sole discretion. The Committee, in its discretion, will
determine how dividends on restricted shares are to be paid.
Each award agreement for restricted stock will set forth the extent to which
the participant will have the right to retain unvested restricted stock
following termination of the participant's employment with AmSouth. These
provisions will be determined in the sole discretion of the Committee, need
not be uniform among all shares of restricted stock issued pursuant to the
LTIP and may reflect distinctions based on reasons for termination of
employment; provided however, that all restricted stock will vest immediately
upon death, disability or retirement, subject to any limitations under Section
162(m). Except in the case of terminations connected with a change in control
and terminations by reason of death or disability, the vesting of restricted
stock which qualifies as performance-based compensation under Section 162(m)
and which is held by "covered employees" under Section 162(m) shall occur at
the time it otherwise would have, but for the employment termination.

PERFORMANCE MEASURES
The Committee may grant awards under the LTIP to eligible employees the value
of which are based upon the attainment of certain specified performance
measures. The number of performance-based awards granted to an employee in any
year will be determined by the Committee in its sole discretion.
The value of each performance-based award will be determined solely upon the
achievement of certain preestablished objective performance goals during each
performance period (the "Performance Period"). The duration of a Performance
Period will be set by the Committee. A new Performance Period may begin every
year, or at more frequent or less frequent intervals, as determined by the
Committee.
The Committee will establish, in writing, the objective performance goals
applicable to the valuation of performance-based awards granted in each
Performance Period, the performance measures which will be used to determine
the achievement of those performance goals, and any formulas or methods to be
used to determine the value of the performance-based awards.

23
<PAGE>

The value of performance-based awards may be based on absolute measures or on
a comparison of AmSouth's financial measures during a Performance Period to
the financial measures of a group of competitors. Financial measures selected
by the Committee shall be one or more of the following: net income; return on
equity; earnings per share; return on assets; total shareholder return; and
return on investment.
Following the end of a Performance Period, the Committee will determine the
value of the performance-based awards granted for the period based on the
attainment of the preestablished objective performance goals. The Committee
will also have discretion to reduce (but not to increase) the value of a
performance-based award.
The Committee will certify, in writing, that the award is based on the degree
of attainment of the preestablished objective performance goals. As soon as
practicable thereafter, payment of the awards to employees, if any, will be
made in the form of cash, shares of common stock (including restricted
shares), options or any combination of the three.

ADJUSTMENTS AND AMENDMENTS
The LTIP provides for appropriate adjustments in the number of shares of
common stock subject to awards and available for future awards in the event of
changes in outstanding common stock by reason of a merger, stock split or
certain other events. In case of a pending change of control of AmSouth,
outstanding options and stock appreciation rights granted under the LTIP will
become immediately exercisable and will remain exercisable throughout their
entire term, and restriction periods and restrictions imposed on shares of
restricted stock shall immediately lapse.
The LTIP may be modified or amended by the Board of Directors at any time and
for any purpose which the Board of Directors deems appropriate. However, no
such amendment shall adversely affect any outstanding awards without the
affected holder's consent. Shareholder approval of an amendment will be sought
if necessary under Internal Revenue Service or Securities and Exchange
Commission ("SEC") regulations, the rules of the New York Stock Exchange or
any applicable law.

NONTRANSFERABILITY
No derivative security (including, without limitation, options and stock
appreciation rights) granted pursuant to, and no right to payment under, the
LTIP will be assignable or transferable by a plan participant except by will
or by the laws of descent and distribution, and any option or similar right
will be exercisable during a participant's lifetime only by the participant or
by the participant's guardian or legal representative. These limitations may
be waived by the Committee, subject to restrictions imposed under the SEC's
short-swing trading rules and federal tax requirements relating to incentive
stock options.

DURATION OF THE PLAN
The LTIP will remain in effect until all options and rights granted
thereunder have been satisfied or terminated pursuant to the terms of the
plan, and all Performance Periods for performance-based awards granted
thereunder have been completed. However, in no event will an award be granted
under the LTIP on or after April 18, 2006.

FEDERAL INCOME TAX CONSEQUENCES

OPTIONS
With respect to options which qualify as ISOs, an LTIP participant will not
recognize income for federal income tax purposes at the time options are
granted or exercised. If
the participant disposes of shares acquired by exercise of an ISO either
before the expiration of two years from the date the options are granted or
within one year after the issuance of shares upon exercise of the ISO (the
"holding periods"), the participant will recognize in the year of disposition:
(a) ordinary income, to the extent that the lesser of either (1) the fair
market value of the shares on the date of option exercise or (2) the amount
realized on disposition, exceeds the option price; and (b) capital gain, to
the extent the amount realized on disposition exceeds the fair market value of
the shares on the date of option exercise. If the shares are sold after
expiration of the holding periods, the participant generally will recognize
capital gain or loss equal to the difference between the amount realized on
disposition and the option price.
With respect to NQSOs, the participant will recognize no income upon grant of
the option, and, upon exercise, will recognize ordinary income to the extent
of the excess of the fair market value of the shares on the date of option
exercise over the amount paid by the participant for the shares. Upon a
subsequent disposition of the shares received under the option, the
participant generally will recognize capital gain or loss to the extent of the
difference between the fair market value of the shares at the time of exercise
and the amount realized on the disposition.

SARS.
An SAR participant will not realize taxable income on the date of grant nor
will AmSouth be entitled to a deduction at that time. A participant who
exercises an SAR will recognize ordinary income equal to the fair market value
of the shares and any cash received, and AmSouth will be entitled to a
corresponding deduction for federal income tax purposes.

RESTRICTED STOCK
A participant holding restricted stock will, at the time the shares vest,
realize ordinary income in an amount equal to the fair market value of the
shares and any cash received at the time of vesting, and AmSouth will be
entitled to a corresponding deduction for federal income tax purposes.
Dividends paid to the participant on the restricted stock

24
<PAGE>

during the restriction period will generally be ordinary income to the
participant and deductible as such by AmSouth.
In general, AmSouth will receive an income tax deduction at the same time and
in the same amount which is taxable to the employee as compensation, except as
provided below under "Section 162(m)." To the extent a participant realizes
capital gains, as described above, AmSouth will not be entitled to any
deduction for federal income tax purposes.

SECTION 162(M).
Under Section 162(m) of the Internal Revenue Code, compensation paid by
AmSouth in excess of $1 million for any taxable year to "covered employees"
generally is deductible by AmSouth or its affiliates for federal income tax
purposes if it is based on the performance of AmSouth, is paid pursuant to a
plan approved by shareholders of AmSouth and meets certain other requirements.
Generally,
"covered employee" under Section 162(m) means the chief executive officer and
the four other highest paid executive officers of AmSouth as of the last day
of the taxable year.
It is presently anticipated that the Committee will at all times consist of
"outside directors" as required for purposes of Section 162(m), and that the
Committee will take the effect of Section 162(m) into consideration in
structuring LTIP awards.

NEW PLAN BENEFITS
The benefits that will be received under the LTIP by particular individuals
or groups are not determinable at this time. The benefits that were received
for the 1995 fiscal year by the named executive officers pursuant to the 1989
LTIP (which the LTIP is intended to replace) are summarized in tables on pages
14 and 15.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" APPROVAL OF THE
1996 LONG TERM INCENTIVE COMPENSATION PLAN.

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 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
abtains from voting 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 1996 Long Term Incentive Compensation 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. Abstentions will in
effect count as votes against approval of the 1996 Long Term Incentive
Compensation Plan. Broker non-votes will not have an effect on the outcome of
the election of directors or approval of the 1996 Long Term Incentive
Compensation Plan.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accounting firm selected by the Board of Directors for
the calendar year 1996 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.

25
<PAGE>

APPENDIX A

AMSOUTH BANCORPORATION

1996 LONG TERM INCENTIVE COMPENSATION PLAN
CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Article 1. Establishment, Objectives, and Duration........................ A-2
Article 2. Definitions.................................................... A-2
Article 3. Administration................................................. A-4
Article 4. Shares Subject to the Plan and Maximum Awards.................. A-4
Article 5. Eligibility and Participation.................................. A-5
Article 6. Stock Options.................................................. A-5
Article 7. Stock Appreciation Rights...................................... A-6
Article 8. Restricted Stock............................................... A-6
Article 9. Performance Measures........................................... A-7
Article 10. Beneficiary Designation........................................ A-8
Article 11. Deferrals...................................................... A-8
Article 12. Rights of Employees............................................ A-8
Article 13. Change in Control.............................................. A-8
Article 14. Amendment, Modification, and Termination....................... A-8
Article 15. Withholding.................................................... A-9
Article 16. Indemnification................................................ A-9
Article 17. Successors..................................................... A-9
Article 18. Legal Construction............................................. A-9
</TABLE>

A-1
<PAGE>

ARTICLE 1. ESTABLISHMENT, OBJECTIVES, AND DURATION
1.1. ESTABLISHMENT OF THE PLAN. AmSouth Bancorporation, a Delaware
corporation (hereinafter referred to as the "Company"), hereby establishes an
incentive compensation plan to be known as the "AmSouth Bancorporation 1996
Long Term Incentive Compensation Plan" (hereinafter referred to as the
"Plan"), as set forth in this document. The Plan permits the grant of
Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation
Rights, and Restricted Stock.
Subject to approval by the Company's stockholders, the Plan shall become
effective as of April 18, 1996 (the "Effective Date") and shall remain in
effect as provided in Section 1.3 hereof.
1.2. OBJECTIVES OF THE PLAN. The objectives of the Plan are to optimize the
profitability and growth of the Company through incentives which are
consistent with the Company's objectives and which link the interests of
Participants to those of the Company's stockholders; to provide Participants
with an incentive for excellence in individual performance; and to promote
teamwork among Participants.
The Plan is further intended to provide flexibility to the Company in its
ability to motivate, attract, and retain the services of Participants who make
significant contributions to the Company's success and to allow Participants
to share in the success of the Company.
1.3. DURATION OF THE PLAN. The Plan shall commence on the Effective Date, as
described in Section 1.1 hereof, and shall remain in effect, subject to the
right of the Board of Directors to amend or terminate the Plan at any time
pursuant to Article 14 hereof, until all Shares subject to it shall have been
purchased or acquired according to the Plan's provisions. However, in no event
may an Award be granted under the Plan on or after April 18, 2006.

ARTICLE 2. DEFINITIONS
Whenever used in the Plan, the following terms shall have the meanings set
forth below, and when the meaning is intended, the initial letter of the word
shall be capitalized:
2.1. "AWARD" means, individually or collectively, a grant under this Plan of
Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation
Rights, or Restricted Stock.
2.2. "AWARD AGREEMENT" means an agreement entered into by the Company and
each Participant setting forth the terms and provisions applicable to Awards
granted under this Plan.
2.3. "BENEFICIAL OWNER" or "BENEFICIAL OWNERSHIP" shall have the meaning
ascribed to such term in Rule 13d-3 of the General Rules and Regulations under
the Exchange Act.
2.4. "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the
Company.
2.5. "CAUSE" shall be determined by the Committee, in exercise of good faith
and reasonable judgment, and shall mean the occurrence of any one or more of
the following:
(i) The willful and continued failure by the Participant to substantially
perform his duties (other than any such failure resulting from the
Participant's Disability), after a written demand for substantial
performance is delivered by the Committee to the Participant that
specifically identifies the manner in which the Committee believes that
the Participant has not substantially performed his duties, and the
Participant has failed to remedy the situation within thirty (30)
calendar days of receiving such notice; or
(ii) The Participant's conviction for committing an act of fraud,
embezzlement, theft, or another act constituting a felony; or
(iii) The willful engaging by the Participant in gross misconduct materially
and demonstrably injurious to the Company, as determined by the
Committee. However, no act or failure to act, on the Participant's part
shall be considered "willful" unless done, or omitted to be done, by
the Participant not in good faith and without reasonable belief that
his action or omission was in the best interest of the Company.
2.6. "CHANGE IN CONTROL" of the Company shall be deemed to have occurred as
of the first day that any one or more of the following conditions shall have
been satisfied:
(a) Any Person (other than those Persons in control of the Company as of the
Effective Date, or other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or a
corporation owned directly or indirectly by the stockholders of the
Company in substantially the same proportions as their ownership of stock
of the Company) becomes the Beneficial Owner, directly or indirectly, of
securities of the Company representing twenty percent (20%) or more of
the combined voting power of the Company's then outstanding securities;
or
(b) During any period of two (2) consecutive years (not including any period
prior to the Effective Date), individuals who at the beginning of such
period constitute the Board (and any new Director, whose election by the
Company's stockholders was approved by a vote of at least two-thirds
(2/3) of the Directors then still in office who either were Directors at
the beginning of the period or whose election or nomination for election
was so approved), cease for any reason to constitute a majority thereof;
or
(c) The stockholders of the Company approve: (i) a plan of complete
liquidation of the Company; or (ii) an agreement for the sale or
disposition of all or substantially all the Company's assets; or (iii) a
merger, consolidation, or reorganization of the Company with

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or involving any other corporation, other than a merger, consolidation, or
reorganization that would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity), at least fifty percent (50%) of the combined voting
power of the voting securities of the Company (or such surviving entity)
outstanding immediately after such merger, consolidation, or
reorganization.
However, in no event shall a Change in Control be deemed to have occurred,
with respect to the Participant, if the Participant is part of a purchasing
group which consummates the Change-in-Control transaction. The Participant
shall be deemed "part of a purchasing group" for purposes of the preceding
sentence if the Participant is an equity participant in the purchasing
company or group (except for: (i) passive ownership of less than three
percent (3%) of the stock of the purchasing company; or (ii) ownership of
equity participation in the purchasing company or group which is otherwise
not significant, as determined prior to the Change in Control by a majority
of the nonemployee Directors who were Directors prior to the transaction,
and who continue as Directors following the transaction).
2.7. "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.
2.8. "COMMITTEE" means the Executive Compensation and Benefits Committee of
the Board, as specified in Article 3 herein, or such other Committee appointed
by the Board to administer the Plan with respect to grants of Awards.
2.9. "COMPANY" means AmSouth Bancorporation, and also means any corporation
of which a majority of the voting capital stock is owned directly or
indirectly by AmSouth Bancorporation or by any of its Subsidiaries, and any
other corporation designated by the Committee as being a Company hereunder
(but only during the period of such ownership or designation).
2.10. "COVERED EMPLOYEE" means a Participant who, as of the date of vesting
and/or payout of an Award, as applicable, is one of the group of "covered
employees," as defined in the regulations promulgated under Code Section
162(m), or any successor statute.
2.11. "DIRECTOR" means any individual who is a member of the Board of
Directors of the Company.
2.12. "DISABILITY" as applied to a Participant, means that the Participant
(i) has established to the satisfaction of the Committee that the Participant
is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
last for a continuous period of not less than 12 months (all within the
meaning of Section 22(e) (3) of the Code), and (ii) has satisfied any
requirement imposed by the Committee in regard to evidence of such disability.
2.13. "EFFECTIVE DATE" shall have the meaning ascribed to such term in
Section 1.1 hereof.
2.14. "EMPLOYEE" means any key officer or employee of the Company. Directors
who are not employed by the Company shall not be considered Employees under
this Plan.
2.15. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor act thereto.
2.16. "FAIR MARKET VALUE" shall be determined on the basis of the closing
sale price on the principal securities exchange on which the Shares are traded
or, if there is no such sale on the relevant date, then on the last previous
day on which a sale was reported.
2.17. "FREESTANDING SAR" means an SAR that is granted independently of any
Options, as described in Article 7 herein.
2.18. "INCENTIVE STOCK OPTION" or "ISO" means an option to purchase Shares
granted under Article 6 herein and which is designated as an Incentive Stock
Option and which is intended to meet the requirements of Code Section 422.
2.19. "INSIDER" shall mean an individual who is, on the relevant date, an
officer, director or ten percent (10%) beneficial owner of any class of the
Company's equity securities that is registered pursuant to Section 12 of the
Exchange Act, all as defined under Section 16 of the Exchange Act.
2.20. "NONEMPLOYEE DIRECTOR" means an individual who is a member of the Board
of Directors of the Company but who is not an Employee of the Company.
2.21. "NONQUALIFIED STOCK OPTION" or "NQSO" means an option to purchase
Shares granted under Article 6 herein and which is not intended to meet the
requirements of Code Section 422.
2.22. "OPTION" means an Incentive Stock Option or a Nonqualified Stock
Option, as described in Article 6 herein.
2.23. "OPTION PRICE" means the price at which a Share may be purchased by a
Participant pursuant to an Option.
2.24. "PARTICIPANT" means an Employee who has outstanding an Award granted
under the Plan. The term "Participant" shall not include Nonemployee
Directors.
2.25. "PERFORMANCE-BASED EXCEPTION" means the performance-based exception
from the tax deductibility limitations of Code Section 162(m).
2.26. "PERIOD OF RESTRICTION" means the period during which the transfer of
Shares of Restricted Stock is limited in some way (based on the passage of
time, the achievement of performance objectives, or upon the occurrence of
other events as determined by the Committee, at its discretion), and the
Shares of Restricted Stock are subject to a substantial risk of forfeiture, as
provided in Article 8 herein.
2.27. "PERSON" shall have the meaning ascribed to such

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term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and
14(d) thereof, including a "group" as defined in Section 13(d) thereof.
2.28. "RESTRICTED STOCK" means an Award granted to a Participant pursuant to
Article 8 herein.
2.29. "RETIREMENT" as applied to a Participant, means the Participant's
termination of employment in a manner which qualifies the Participant to
receive immediately payable retirement benefits under the AmSouth
Bancorporation Retirement Plan, under the successor or replacement of such
Retirement Plan if it is then no longer in effect, or under any other
retirement plan maintained or adopted by the Company which is determined by
the Committee to be the functional equivalent of such Retirement Plan.
2.30. "SHARES" means common stock of AmSouth Bancorporation, par value $1.00
per share.
2.31. "STOCK APPRECIATION RIGHT" or "SAR" means an Award, granted alone or in
connection with a related Option, designated as an SAR, pursuant to the terms
of Article 7 herein.
2.32. "SUBSIDIARY" means any corporation, partnership, joint venture or other
entity in which the Company has a majority voting interest.
2.33. "TANDEM SAR" means an SAR that is granted in connection with a related
Option pursuant to Article 7 herein, the exercise of which shall require
forfeiture of the right to purchase a Share under the related Option (and when
a Share is purchased under the Option, the Tandem SAR shall similarly be
canceled).

ARTICLE 3. ADMINISTRATION
3.1. THE COMMITTEE. The Plan shall be administered by the Committee of the
Board, or by any other Committee appointed by the Board, which Committee shall
satisfy the "disinterested administration" rules of Rule 16b-3 under the
Exchange Act, or any successor provision. The members of the Committee shall
be appointed from time to time by, and shall serve at the discretion of, the
Board of Directors.
3.2. AUTHORITY OF THE COMMITTEE. Except as limited by law or by the
Certificate of Incorporation or Bylaws of the Company, and subject to the
provisions herein, including Section 3.4, the Committee shall have full power
to select Employees who shall participate in the Plan; determine the sizes and
types of Awards; determine the terms and conditions of Awards in a manner
consistent with the Plan; construe and interpret the Plan and any agreement or
instrument entered into under the Plan as they apply to Employees; establish,
amend, or waive rules and regulations for the Plan's administration as they
apply to Employees; and (subject to the provisions of Article 14 herein) amend
the terms and conditions of any outstanding Award to the extent such terms and
conditions are within the discretion of the Committee as provided in the Plan.
Further, the Committee shall make all other determinations which may be
necessary or advisable for the administration of the Plan, as the Plan applies
to Employees. As permitted by law, the Committee may delegate its authority as
identified herein.
3.3. DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders and
resolutions of the Board shall be final, conclusive and binding on all
persons, including the Company, its stockholders, Employees, Participants, and
their estates and beneficiaries.
3.4. GRANTS TO NON-INSIDERS BY CHIEF EXECUTIVE OFFICER. To the extent
permissible under governing rules and regulations, and, in particular, Section
141(c) of the General Corporation Law of Delaware, the Chief Executive Officer
of the Company shall have the authority to make and administer grants of
Awards under this Plan to non-Insiders upon such terms and conditions as the
Chief Executive Officer shall determine; provided, however, that the total
number of Awards granted by the Chief Executive Officer each year shall be
subject to approval by the Committee.

ARTICLE 4. SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS
4.1. NUMBER OF SHARES AVAILABLE FOR GRANTS. Subject to adjustment as provided
in Section 4.3 herein, the number of Shares hereby reserved for issuance to
Participants under the Plan shall be two million, seven hundred fifty thousand
(2,750,000).
Notwithstanding the foregoing, the maximum number of Shares of Restricted
Stock granted pursuant to Article 8 herein shall be an amount equal to thirty
percent (30%) of the total number of Shares reserved for issuance under the
Plan.
Unless and until the Committee determines that an Award to a Covered Employee
shall not be designed to comply with the Performance-Based Exception, the
maximum aggregate number of Shares that may be granted or that may vest, as
applicable, pursuant to any Award granted in any one fiscal year to any single
Covered Employee shall be two hundred fifty thousand (250,000).
4.2. LAPSED AWARDS. If any Award granted under this Plan is canceled,
terminates, expires, or lapses for any reason (with the exception of the
termination of a Tandem SAR upon exercise of the related Option, or the
termination of a related Option upon exercise of the corresponding Tandem
SAR), any Shares subject to such Award again shall be available for the grant
of an Award under the Plan.
4.3. ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any change in
corporate capitalization, such as a stock split, or a corporate transaction,
such as any merger, consolidation, separation, including a spin-off, or other
distribution of stock or property of the Company, any reorganization (whether
or not such reorganization comes within the definition of such term in Code
Section 368) or any partial or complete liquidation of the Company, such
adjustment shall be made in

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the number and class of Shares which may be delivered under Section 4.1, in
the number and class of and/or price of Shares subject to outstanding Awards
granted under the Plan, and in the Award limits set forth in Section 4.1, as
may be determined to be appropriate and equitable by the Committee, in its
sole discretion, to prevent dilution or enlargement of rights; provided,
however, that the number of Shares subject to any Award shall always be a
whole number.

ARTICLE 5. ELIGIBILITY AND PARTICIPATION
5.1. ELIGIBILITY. Persons eligible to participate in this Plan include all
Employees of the Company, including Employees who are members of the Board.
5.2. ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the
Committee may, from time to time, select from all eligible Employees, those to
whom Awards shall be granted and shall determine the nature and amount of each
Award.

ARTICLE 6. STOCK OPTIONS
6.1. GRANT OF OPTIONS. Subject to the terms and provisions of the Plan,
Options may be granted to Participants in such number, and upon such terms,
and at any time and from time to time as shall be determined by the Committee.
6.2. AWARD AGREEMENT. Each Option grant shall be evidenced by an Award
Agreement that shall specify the Option Price, the duration of the Option, the
number of Shares to which the Option pertains, and such other provisions as
the Committee shall determine. The Award Agreement also shall specify whether
the Option is intended to be an ISO within the meaning of Code Section 422, or
an NQSO whose grant is intended not to fall under the provisions of Code
Section 422.
6.3. OPTION PRICE. The Option Price for each grant of an Option under this
Plan shall be at least equal to one hundred percent (100%) of the Fair Market
Value of a Share on the date the Option is granted.
6.4. DURATION OF OPTIONS. Each Option granted to an Employee shall expire at
such time as the Committee shall determine at the time of grant; provided,
however, that no Option shall be exercisable later than the tenth (10th)
anniversary date of its grant.
6.5. DIVIDEND EQUIVALENTS. The Committee may grant dividend equivalents in
connection with Options granted under this Plan. Such dividend equivalents may
be payable in cash or in Shares, upon such terms as the Committee, in its sole
discretion, deems appropriate.
6.6. EXERCISE OF OPTIONS. Options granted under this Article 6 shall be
exercisable at such times and be subject to such restrictions and conditions
as the Committee shall in each instance approve, which need not be the same
for each grant or for each Participant.
6.7. PAYMENT. Options granted under this Article 6 shall be exercised by the
delivery of a written notice of exercise to the Company, setting forth the
number of Shares with respect to which the Option is to be exercised,
accompanied by full payment for the Shares.
The Option Price upon exercise of any Option shall be payable to the Company
in full either: (a) in cash or its equivalent, or (b) if permitted in the
governing Award Agreement, by tendering previously acquired Shares having an
aggregate Fair Market Value at the time of exercise equal to the total Option
Price (provided that the Shares which are tendered must have been held by the
Participant for at least six (6) months prior to their tender to satisfy the
Option Price), or (c) if permitted in the governing Award Agreement, by a
combination of (a) and (b).
The Committee also may allow cashless exercise as permitted under Federal
Reserve Board's Regulation T, subject to applicable securities law
restrictions, or by any other means which the Committee determines to be
consistent with the Plan's purpose and applicable law.
As soon as practicable after receipt of a written notification of exercise
and full payment, the Company shall deliver to the Participant, in the
Participant's name, Share certificates in an appropriate amount based upon the
number of Shares purchased under the Option(s).
6.8. RESTRICTIONS ON SHARE TRANSFERABILITY. The Committee may impose such
restrictions on any Shares acquired pursuant to the exercise of an Option
granted under this Article 6 as it may deem advisable, including, without
limitation, restrictions under applicable federal securities laws, under the
requirements of any stock exchange or market upon which such Shares are then
listed and/or traded, and under any blue sky or state securities laws
applicable to such Shares.
6.9. TERMINATION OF EMPLOYMENT. Each Option, to the extent it has not been
previously exercised, shall terminate upon the earliest to occur of: (i) the
expiration of the Option period set forth in the Option Award Agreement; (ii)
for ISOs, the expiration of three (3) months following the Participant's
Retirement (following the Participant's Retirement, NQSOs shall terminate upon
the expiration of the Option period set forth in the Option Award Agreement);
(iii) the expiration of twelve (12) months following the Participant's death
or Disability; (iv) immediately upon termination for Cause; or (v) the
expiration of thirty (30) days following the Participant's termination of
employment for any reason other than Cause, Change in Control, death,
Disability, or Retirement. Upon a termination of employment related to a
Change in Control, Options shall be treated in the manner set forth in Article
13.
6.10. NONTRANSFERABILITY OF OPTIONS.
(a) INCENTIVE STOCK OPTIONS. No ISO granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. Further, all ISOs
granted to a Participant under the Plan shall be exercisable during his or her
lifetime only by such Participant.

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(b) NONQUALIFIED STOCK OPTIONS. Except as otherwise provided in a
Participant's Award Agreement, no NQSO granted under this Article 6 may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further, except
as otherwise provided in a Participant's Award Agreement, all NQSOs granted to
a Participant under this Article 6 shall be exercisable during his or her
lifetime only by such Participant.

ARTICLE 7. STOCK APPRECIATION RIGHTS
7.1. GRANT OF SARS. Subject to the terms and conditions of the Plan, SARs may
be granted to Participants at any time and from time to time as shall be
determined by the Committee. The Committee may grant Freestanding SARs, Tandem
SARs, or any combination of these forms of SAR.
The Committee shall have complete discretion in determining the number of
SARs granted to each Participant (subject to Article 4 herein) and, consistent
with the provisions of the Plan, in determining the terms and conditions
pertaining to such SARs.
The grant price of a Freestanding SAR shall equal the Fair Market Value of a
Share on the date of grant of the SAR. The grant price of Tandem SARs shall
equal the Option Price of the related Option.
7.2. EXERCISE OF TANDEM SARS. Tandem SARs may be exercised for all or part of
the Shares subject to the related Option upon the surrender of the right to
exercise the equivalent portion of the related Option. A Tandem SAR may be
exercised only with respect to the Shares for which its related Option is then
exercisable.
Notwithstanding any other provision of this Plan to the contrary, with
respect to a Tandem SAR granted in connection with an ISO: (i) the Tandem SAR
will expire no later than the expiration of the underlying ISO; (ii) the value
of the payout with respect to the Tandem SAR may be for no more than one
hundred percent (100%) of the difference between the Option Price of the
underlying ISO and the Fair Market Value of the Shares subject to the
underlying ISO at the time the Tandem SAR is exercised; and (iii) the Tandem
SAR may be exercised only when the Fair Market Value of the Shares subject to
the ISO exceeds the Option Price of the ISO.
7.3. EXERCISE OF FREESTANDING SARS. Freestanding SARs may be exercised upon
whatever terms and conditions the Committee, in its sole discretion, imposes
upon them.
7.4. SAR AGREEMENT. Each SAR grant shall be evidenced by an Award Agreement
that shall specify the grant price, the term of the SAR, and such other
provisions as the Committee shall determine.
7.5. TERM OF SARS. The term of an SAR granted under the Plan shall be
determined by the Committee, in its sole discretion; provided, however, that
such term shall not exceed ten (10) years.
7.6. PAYMENT OF SAR AMOUNT. Upon exercise of an SAR, a Participant shall be
entitled to receive payment from the Company in an amount determined by
multiplying:
(a) The difference between the Fair Market Value of a Share on the date of
exercise over the grant price; by
(b) The number of Shares with respect to which the SAR is exercised.
At the discretion of the Committee, the payment upon SAR exercise may be in
cash, in Shares of equivalent value, or in some combination thereof.
7.7. RULE 16B-3 REQUIREMENTS. Notwithstanding any other provision of the
Plan, the Committee may impose such conditions on exercise of an SAR
(including, without limitation, the right of the Committee to limit the time
of exercise to specified periods) as may be required to satisfy the
requirements of Section 16 of the Exchange Act (or any successor rule).
7.8. TERMINATION OF EMPLOYMENT. Each SAR Award Agreement shall set forth the
extent to which the Participant shall have the right to exercise the SAR
following termination of the Participant's employment with the Company. Such
provisions shall be determined in the sole discretion of the Committee, shall
be included in the Award Agreement entered into with Participants, need not be
uniform among all SARs issued pursuant to the Plan, and may reflect
distinctions based on the reasons for termination of employment.
7.9. NONTRANSFERABILITY OF SARS. Except as otherwise provided in a
Participant's Award Agreement, no SAR granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. Further, except as
otherwise provided in a Participant's Award Agreement, all SARs granted to a
Participant under the Plan shall be exercisable during his or her lifetime
only by such Participant.

ARTICLE 8. RESTRICTED STOCK
8.1. GRANT OF RESTRICTED STOCK. Subject to the terms and provisions of the
Plan, the Committee, at any time and from time to time, may grant Shares of
Restricted Stock to Participants in such amounts as the Committee shall
determine. Without limiting the generality of the foregoing, Restricted Shares
may be granted in connection with payouts under other compensation programs of
the Company.
8.2. RESTRICTED STOCK AGREEMENT. Each Restricted Stock grant shall be
evidenced by a Restricted Stock Award Agreement that shall specify the
Period(s) of Restriction, the number of Shares of Restricted Stock granted,
and such other provisions as the Committee shall determine.
8.3. TRANSFERABILITY. Except as provided in this Article 8, the Shares of
Restricted Stock granted herein may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated until the end of the
applicable Period of Restriction established by the Committee and specified in
the Restricted Stock Award Agreement, or upon earlier

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satisfaction of any other conditions, as specified by the Committee in its
sole discretion and set forth in the Restricted Stock Award Agreement. All
rights with respect to the Restricted Stock granted to a Participant under the
Plan shall be available during his or her lifetime only to such Participant.
8.4. OTHER RESTRICTIONS. Subject to Article 9 herein, the Committee shall
impose such other conditions and/or restrictions on any Shares of Restricted
Stock granted pursuant to the Plan as it may deem advisable including, without
limitation, a requirement that Participants pay a stipulated purchase price
for each Share of Restricted Stock, restrictions based upon the achievement of
specific performance objectives (Company-wide, business unit, and/or
individual), time-based restrictions on vesting following the attainment of
the performance objectives, and/or restrictions under applicable federal or
state securities laws.
At the discretion of the Committee, the Company may retain the certificates
representing Shares of Restricted Stock in the Company's possession until such
time as all conditions and/or restrictions applicable to such Shares have been
satisfied.
Except as otherwise provided in this Article 8, Shares of Restricted Stock
covered by each Restricted Stock grant made under the Plan shall become freely
transferable by the Participant after the last day of the applicable Period of
Restriction.
8.5. VOTING RIGHTS. During the Period of Restriction, Participants holding
Shares of Restricted Stock granted hereunder may exercise full voting rights
with respect to those Shares.
8.6. DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of Restriction,
Participants holding Shares of Restricted Stock granted hereunder may be
credited with regular cash dividends paid with respect to the underlying
Shares while they are so held. Such dividends may be paid currently, accrued
as contingent cash obligations, or converted into additional shares of
Restricted Stock, upon such terms as the Committee establishes.
The Committee may apply any restrictions to the dividends that the Committee
deems appropriate. Without limiting the generality of the preceding sentence,
if the grant or vesting of Restricted Shares granted to a Covered Employee is
designed to comply with the requirements of the Performance-Based Exception,
the Committee may apply any restrictions it deems appropriate to the payment
of dividends declared with respect to such Restricted Shares, such that the
dividends and/or the Restricted Shares maintain eligibility for the
Performance-Based Exception.
In the event that any dividend constitutes a "derivative security" or an
"equity security" pursuant to Rule 16(a) under the Exchange Act, such dividend
shall be subject to a vesting period equal to the remaining vesting period of
the Shares of Restricted Stock with respect to which the dividend is paid.
8.7. TERMINATION OF EMPLOYMENT. Upon a Participant's death, Disability, or
Retirement, all Restricted Shares shall vest immediately subject to any
limitations under Code Section 162(m). Each Restricted Stock Award Agreement
shall set forth the extent to which the Participant shall have the right to
retain unvested Restricted Shares following termination of the Participant's
employment with the Company in all other circumstances. Such provisions shall
be determined in the sole discretion of the Committee, shall be included in
the Award Agreement entered into with each Participant, need not be uniform
among all Shares of Restricted Stock issued pursuant to the Plan, and may
reflect distinctions based on the reasons for termination of employment;
provided, however, that, except in the cases of terminations connected with a
Change in Control and terminations by reason of death or Disability, the
vesting of Shares of Restricted Stock which qualify for the Performance-Based
Exception and which are held by Covered Employees shall occur at the time they
otherwise would have, but for the employment termination.

ARTICLE 9. PERFORMANCE MEASURES
Unless and until the Committee proposes for stockholder vote and stockholders
approve a change in the general performance measures set forth in this Article
9, the attainment of which may determine the degree of payout and/or vesting
with respect to Awards to Covered Employees which are designed to qualify for
the Performance-Based Exception, the performance measure(s) to be used for
purposes of such grants shall be chosen from among the following alternatives:
(a) Net Income;
(b) Return on Equity;
(c) Earnings per Share;
(d) Return on Assets;
(e) Total Shareholder Return; and
(f) Return on Investment.
Subject to the terms of the Plan, each of these measures shall be defined by
the Committee on a corporation or subsidiary basis or in comparison with peer
group performance, and may include or exclude specified extraordinary items,
as determined by the Company's auditors.
The Committee shall have the discretion to adjust the determinations of the
degree of attainment of the preestablished performance objectives; provided,
however, that Awards which are designed to qualify for the Performance-Based
Exception, and which are held by Covered Employees, may not be adjusted upward
(the Committee shall retain the discretion to adjust such Awards downward).
In the event that applicable tax and/or securities laws change to permit
Committee discretion to alter the governing performance measures without
obtaining stockholder approval of such changes, the Committee shall have sole
discretion to make such changes without obtaining

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stockholder approval. In addition, in the event that the Committee determines
that it is advisable to grant Awards which shall not qualify for the
Performance-Based Exception, the Committee may make such grants without
satisfying the requirements of Code Section 162(m).

ARTICLE 10. BENEFICIARY DESIGNATION
Each Participant under the Plan may, from time to time, name any beneficiary
or beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid in case of his or her death before he or
she receives any or all of such benefit. Each such designation shall revoke
all prior designations by the same Participant, shall be in a form prescribed
by the Company, and will be effective only when filed by the Participant in
writing with the Company during the Participant's lifetime. In the absence of
any such designation, benefits remaining unpaid at the Participant's death
shall be paid to the Participant's estate.

ARTICLE 11. DEFERRALS
The Committee may permit or require a Participant to defer such Participant's
receipt of the payment of cash or the delivery of Shares that would otherwise
be due to such Participant by virtue of the exercise of an Option or SAR, the
lapse or waiver of restrictions with respect to Restricted Stock, or the
satisfaction of any requirements or objectives with respect to Performance
Units/Shares. If any such deferral election is required or permitted, the
Committee shall, in its sole discretion, establish rules and procedures for
such payment deferrals.

ARTICLE 12. RIGHTS OF EMPLOYEES
12.1. EMPLOYMENT. Nothing in the Plan shall interfere with or limit in any
way the right of the Company to terminate any Participant's employment at any
time, nor confer upon any Participant any right to continue in the employ of
the Company.
12.2. PARTICIPATION. No Employee shall have the right to be selected to
receive an Award under this Plan, or, having been so selected, to be selected
to receive a future Award.

ARTICLE 13. CHANGE IN CONTROL
13.1. TREATMENT OF OUTSTANDING AWARDS. Upon the occurrence of a Change in
Control, unless otherwise specifically prohibited under applicable laws, or by
the rules and regulations of any governing governmental agencies or national
securities exchanges:
(a) Any and all Options and SARs granted hereunder shall become immediately
exercisable, and shall remain exercisable throughout their entire term;
and
(b) Any restriction periods and restrictions imposed on Shares of Restricted
Stock shall lapse; provided, however, that the degree of vesting
associated with Restricted Stock which has been conditioned upon the
achievement of performance conditions pursuant to Section 8.4 herein
shall be determined in the manner set forth in Section 8.7 herein.
13.2. TERMINATION, AMENDMENT, AND MODIFICATIONS OF CHANGE-IN-CONTROL
PROVISIONS. Notwithstanding any other provision of this Plan or any Award
Agreement provision, the provisions of this Article 13 may not be terminated,
amended, or modified on or after the date of a Change in Control to affect
adversely any Award theretofore granted under the Plan without the prior
written consent of the Participant with respect to said Participant's
outstanding Awards.

ARTICLE 14. AMENDMENT, MODIFICATION, AND TERMINATION
14.1. AMENDMENT, MODIFICATION, AND TERMINATION. Subject to Section 13.2
herein, the Board may at any time and from time to time, alter, amend, suspend
or terminate the Plan in whole or in part; provided, however, that no
amendment which requires stockholder approval in order for the Plan to
continue to comply with Rule 16b-3 under the Exchange Act, including any
successor to such Rule, shall be effective unless such amendment shall be
approved by the requisite vote of stockholders of the Company entitled to vote
thereon.
The Committee shall not have the authority to cancel outstanding Awards and
issue substitute Awards in replacement thereof.
14.2. ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual
or nonrecurring events (including, without limitation, the events described in
Section 4.3 hereof) affecting the Company or the financial statements of the
Company or of changes in applicable laws, regulations, or accounting
principles, whenever the Committee determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan; provided,
however, that Awards which are designed to qualify for the Performance-Based
Exception, and which are held by Covered Employees, may only be adjusted to
the extent permissible under Code Section 162(m).
14.3. AWARDS PREVIOUSLY GRANTED. No termination, amendment, or modification
of the Plan shall adversely affect in any material way any Award previously
granted under the Plan, without the written consent of the Participant holding
such Award.
14.4. COMPLIANCE WITH CODE SECTION 162(M). At all times when Code Section
162(m) is applicable, all Awards granted under this Plan shall comply with the
requirements of Code Section 162(m); provided, however, that in the event the
Committee determines that such compliance is not

A-8
<PAGE>

desired with respect to any Award or Awards available for grant under the
Plan, then compliance with Code Section 162(m) will not be required. In
addition, in the event that changes are made to Code Section 162(m) to permit
greater flexibility with respect to any Award or Awards available under the
Plan, the Committee may, subject to this Article 14, make any adjustments it
deems appropriate.

ARTICLE 15. WITHHOLDING
15.1. TAX WITHHOLDING. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an
amount sufficient to satisfy federal, state, and local taxes, domestic or
foreign, required by law or regulation to be withheld with respect to any
taxable event arising as a result of this Plan.
15.2. SHARE WITHHOLDING. With respect to withholding required upon the
exercise of Options or SARs, upon the lapse of restrictions on Restricted
Stock, or upon any other taxable event arising as a result of Awards granted
hereunder, Participants may elect to satisfy the withholding requirement, in
whole or in part, by having the Company withhold Shares having a Fair Market
Value on the date the tax is to be determined equal to the minimum statutory
total tax which could be withheld on the transaction. All such elections shall
be made in writing, signed by the Participant, and shall be subject to any
restrictions or limitations that the Committee, in its sole discretion, deems
appropriate.

ARTICLE 16. INDEMNIFICATION
Each person who is or shall have been a member of the Committee, or of the
Board, shall be indemnified and held harmless by the Company against and from
any loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action,
suit, or proceeding to which he or she may be a party or in which he or she
may be involved by reason of any action taken or failure to act under the Plan
and against and from any and all amounts paid by him or her in settlement
thereof, with the Company's approval, or paid by him or her in satisfaction of
any judgement in any such action, suit, or proceeding against him or her,
provided he or she shall give the Company an opportunity, at its own expense,
to handle and defend the same before he or she undertakes to handle and defend
it on his or her own behalf. The foregoing right of indemnification shall not
be exclusive of any other rights of indemnification to which such persons may
be entitled under the Company's Certificate of Incorporation or Bylaws, as a
matter of law, or otherwise, or any power that the Company may have to
indemnify them or hold them harmless.

ARTICLE 17. SUCCESSORS
All obligations of the Company under the Plan with respect to Awards granted
hereunder shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase, of
all or substantially all of the business and/or assets of the Company, or a
merger, consolidation, or otherwise.

ARTICLE 18. LEGAL CONSTRUCTION
18.1. GENDER AND NUMBER. Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.
18.2. SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.
18.3. REQUIREMENTS OF LAW. The granting of Awards and the issuance of Shares
under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.
18.4. SECURITIES LAW COMPLIANCE. With respect to Insiders, transactions under
this Plan are intended to comply with all applicable conditions of Rule 16b-3
or its successors under the Exchange Act. To the extent any provision of the
Plan or action by the Committee fails to so comply, it shall be deemed null
and void, to the extent permitted by law and deemed advisable by the
Committee.
18.5. GOVERNING LAW. To the extent not preempted by federal law, the Plan,
and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the state of Alabama.

A-9
<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.

(INSTRUCTION: 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. J. HAROLD CHANDLER
2. RODNEY C. GILBERT
3. ELMER B. HARRIS
4. JAMES R. MALONE

2. APPROVAL OF 1996 LONG TERM INCENTIVE COMPENSATION 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 1996 LONG TERM
INCENTIVE COMPENSATION 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 February 28, 1996 upon the books of the Corporation, at the
Annual Meeting of Shareholders to be held on Thursday, April 18, 1996 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 THE APPROVAL OF THE 1996 LONG TERM
INCENTIVE COMPENSATION PLAN. THE PROXIES ARE FURTHER AUTHORIZED TO VOTE, IN
THEIR DISCRETION, ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING
OR ANY ADJOURNMENT THEREOF, INCLUDING MATTERS INCIDENT TO THE CONDUCT OF THE
MEETING, 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:________________________________, 1996
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

____________________________________________
Signature

____________________________________________
Signature if held jointly

(Continued from Reverse Side)