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EXHIBIT 10
AMSOUTH BANCORPORATION
AMENDED AND RESTATED
STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
I. Purpose
The purposes of this Stock Option Plan for Outside Directors are to align
the interests of the outside directors of AmSouth Bancorporation (the
"Corporation") more closely with the interests of the Corporation's
shareholders, to provide such directors with an additional inducement to
remain in the service of the Corporation with an increased incentive to
work for its long-term success, and to establish an effective element of a
reasonable directors' compensation package.
II. Definitions
The following terms shall have the meanings indicated below:
2.1 "Common Stock" shall mean the common stock, par value $1.00 per
share, of the Corporation.
2.2 "Committee" shall mean the Director Affairs Committee of the
Corporation or any successor committee that performs similar
functions.
2.3 "Corporation" shall mean AmSouth Bancorporation.
2.4 "Business Day" shall mean any day on which the market used to
determine the Fair Market Value of the Common Stock is open for
trading.
2.5 "Fair Market Value" shall mean the closing price of the Common Stock
on the New York Stock Exchange on the relevant date. If on the
relevant date the Common Stock is not listed on the New York Stock
Exchange, "Fair Market Value" shall mean the closing price of the
Common Stock on the relevant date on the principal stock exchange on
which the Common Stock is listed. If the Common Stock is not listed
on any stock exchange on the relevant date, "Fair Market Value" shall
mean the mean between the bid and asked price of the Common Stock as
reported on the National Association of Securities Dealers Automated
Quotation System on the relevant date.
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2.6 "Outside Director" shall mean any individual who on the relevant date
is a member of the Board of Directors of the Corporation but is not an
employee of the Corporation.
2.7 "Plan" shall mean the AmSouth Bancorporation Amended and Restated
Stock Option Plan for Outside Directors, and all amendments thereto.
2.8 "HR Head" shall mean the head of the Human Resources Division of
AmSouth Bank.
2.9 "Option" shall mean an option granted to an Outside Director pursuant
to the Plan.
III. Administration
3.1 The Committee. The Plan shall be administered by the Committee or by
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any other similar committee appointed by the Board. 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
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Certificate of Incorporation or Bylaws of the Corporation, and subject
to the provisions herein, including Section 3.4, the Committee shall
have full power to select Outside Directors who shall participate in
the Plan; determine the terms and conditions of Options 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
Outside Directors; establish, amend, or waive rules and regulations
for the Plan's administration as they apply to Outside Directors; and
(subject to the provisions of Section 7.7 herein) amend the terms and
conditions of any outstanding Options 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 Outside Directors. As permitted by law,
the Committee may delegate its authority.
3.3 Decisions Binding. All determinations and decisions made by the
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Committee pursuant to the provisions of the Plan and all related
orders and resolutions of the Committee and the Board shall be final,
conclusive and binding on all persons, including the Corporation, its
stockholders, Outside Directors, and their estates and beneficiaries.
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3.4 Source of Shares. The shares of Common Stock that may be issued upon
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the exercise of Options under the Plan shall be authorized and issued
shares held in the Corporation's treasury. The aggregate number of
shares of Common Stock which may be issued under the Plan shall not
exceed 450,000 shares, subject to adjustment pursuant to Section 7.6
hereof.
IV. Grantings of Options
4.1 Grants. Subject to the terms and provisions of the Plan, Options may
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be granted to Outside Directors in such number, and upon such terms
and at any time and from time to time as shall be determined by the
Committee.
4.2 Stock Option Agreements. The grant of any Option shall be evidenced
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by a written "Stock Option Agreement" executed by the Corporation and
the optionee. The Stock Option Agreement shall contain the number of
shares of Common Stock that are subject to the Option evidenced
thereby, other essential terms of the Option, and other terms that are
not inconsistent with the requirements of this Plan.
V. Terms of Options
5.1 Terms of Options. All Options shall have a term of ten years from
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the date of grant, subject to (i) earlier termination pursuant to
Section 5.5 hereof, and (ii) specific limitations contained in the
terms of the Stock Option Agreement respecting such Option.
5.2 Exercise of Options. Options shall become exercisable in
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accordance with the terms of the Stock Option Agreement respecting
such Option.
5.3 Exercise Price. The exercise price for all Options shall be the Fair
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Market Value of the Common Stock on the date the Option is granted.
5.4 Number of Shares. The number of share underlying each Option shall
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be determined in accordance with the terms of the Stock Option
Agreement respecting such Option. The number of shares subject to an
Option shall be subject to adjustment in accordance with Section 7.6
hereof.
5.5 Forfeiture. Options shall be subject to such forfeiture provisions as
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are set forth in the Stock Option Agreement respecting such Option.
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VI. Exercise of Options
6.1 Notice of Exercise. An Option shall be exercised by delivery to the
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HR Head of a written notice of exercise in the form prescribed by the
HR Head for use from time to time. Such notice of exercise shall
indicate the number of shares as to which the Option is exercised and
shall be accompanied by the full exercise price for the Options
exercised.
6.2 Form of Payment. The exercise price may be paid (i) in cash or by
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check, (ii) in whole or in part, by surrender of shares of Common
Stock, which shall be credited against the exercise price at their
Fair Market Value on the date the Option is exercised, (iii) by
combination of (i) and (ii), (iv) by "cashless exercise" in which a
third party is authorized to sell shares of Common Stock (or a
sufficient portion of the shares) acquired upon exercise of the Option
and remit to the Corporation a sufficient portion of the sale proceeds
to pay the entire exercise price and any tax withholding resulting
from such exercise, or (v) by any other means that the Committee
determines to be consistent with the Plan's purpose and applicable
law.
VII. Miscellaneous
7.1 General Restriction. Each Option under the Plan shall be subject to
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the requirement that, if at any time the Committee shall determine
that any listing or registration of the shares of Common Stock, any
consent or approval of any governmental body, or any other agreement,
consent or action is necessary or desirable as a condition of the
granting of an Option or issuance of Common Stock in satisfaction
thereof, such grant or issuance may not be consummated unless such
requirement is satisfied in a manner acceptable to the Committee.
7.2 Non-Assignability. Except with the approval of the Committee, no
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Option under the Plan shall be assignable or transferable by the
optionee, except by will or pursuant to applicable laws of descent and
distribution. During the life of an optionee, an Option shall be
exercisable only by such optionee.
7.3 Withholding Taxes. Whenever the Corporation issues or transfers
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shares of Common Stock under the Plan, the Corporation shall have the
right to require the optionee to remit to the Corporation an amount
sufficient to satisfy any federal, state, and local withholding tax
requirements prior to the delivery of any certificate for such shares.
An optionee may elect to satisfy the withholding
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requirement, in whole or in part, by having the Corporation withhold
shares of Common Stock having a Fair Market Value on the date the tax
is to be determined equal to the total tax to be withheld. The amount
to be withheld shall be determined by the HR Head based on applicable
laws and regulations. All such elections shall be made in writing and
shall be subject to any restrictions or limitations that the HR Head,
in his or her sole discretion, deems appropriate.
7.4 No Right to Continued Service. Nothing in the Plan or in any
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agreement entered into pursuant to the Plan shall confer upon any
optionee any right to continued service as a director of the
Corporation or any subsidiary or affect any right of the Corporation
or a subsidiary, acting through their Boards of Directors or
otherwise, to terminate or otherwise affect the service of such
optionee.
7.5 No Rights as Shareholders. Holders of Options under the Plan shall
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have no rights as shareholders of the Corporation resulting therefrom
unless and until certificates for shares of Common Stock are
registered in their names in satisfaction of a duly exercised Option.
7.6 Adjustments. In the event that the outstanding shares of Common
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Stock of the Corporation are changed in number, class or character by
reason of any split-up, change of par value, stock dividend,
combination or reclassification of shares, recapitalization, merger,
consolidation or other corporate change, or shall be changed in value
by reason of any spin-off, dividend in partial liquidation or other
special distribution, the Committee may make any changes it may deem
equitable and appropriate in outstanding Options, and/or in the number
of shares of Common Stock reserved for issuance under the Plan. For
purposes of this Section 7.6, it is intended that, absent reasons to
the contrary, adjustments to Options be consistent with any changes or
lack of changes to other options on the Common Stock resulting from
the same cause.
7.7 Amendment or Termination of Plan. The Board of Directors of the
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Corporation, or the Committee, may amend or terminate the Plan as it
deems advisable; provided, however, no such amendment or termination
may impair the rights of an optionee under an Option previously
granted.
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