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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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