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                                                                    Exhibit 10-c

                             AMSOUTH BANCORPORATION
                            EXECUTIVE INCENTIVE PLAN

                                    ARTICLE I
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                           ESTABLISHMENT AND PURPOSES

1.1  By this document AmSouth Bancorporation (further referenced as "AmSouth" or
     the "Corporation") restates, effective for Plan Years beginning on or after
     January 1, 1998, the AmSouth Bancorporation Executive Incentive Plan (the
     "Plan").

1.2  The purposes of the Plan are:

     A.   To optimize AmSouth's profitability and growth consistent with its
          goals and objectives.

     B.   To optimize retention of a highly competent executive management group
          by providing Participants short-term incentive compensation, which,
          when combined with base salary, long-term incentive compensation, and
          benefits, is fully competitive with other Peer Banks.

     C.   To pay incentive awards within the Plan that correlate well with the
          relative contributions made by Participants.

     D.   To encourage teamwork and involvement on the part of Participants by
          connecting the major portion of the incentives paid to the performance
          of AmSouth as a whole.

     E.   To encourage accountability on the part of Participants by connecting
          a portion of the incentives paid to the performance results of the
          specific organizational units for which the Participants are
          responsible.

                                   ARTICLE II
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                               CERTAIN DEFINITIONS

2.10 "Award" means the cash determined under this Plan to be due to a
     Participant as a result of performance during a Plan Year, which shall be
     paid, or the payment of which may be deferred, as provided in this Plan.

2.11 "Award Date" means that date, as soon as practicable after the applicable
     performance evaluations are completed, on which awards are paid, or
     deferred as the case may be.

2.12 "Base Compensation" means the base salary of a Participant in effect at the
     beginning of

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     the  Plan Year.

2.13 "Beneficiary" means the beneficiary named by a Participant in writing filed
     with Corporate Human Resources. If a Participant does not wish to name a
     Beneficiary, the Beneficiary under this Plan will be the same as his or her
     beneficiary under the AmSouth Bancorporation Thrift Plan, or any successor
     thereto, in effect on the date of the Participant's death.

2.14 "Committee" means the Executive Compensation Committee of the Board of
     Directors of AmSouth Bancorporation or any successor thereto performing
     similar functions. This Committee administers and interprets the Plan; any
     decision made by the Committee is final and binding on the Participant and
     the Participant's Beneficiary.

2.15 An "Officer/Director" is an employee who holds a position as one of the
     most senior officers of AmSouth, is a member of the Corporate Management
     Committee, and is also a member of the AmSouth Bancorporation Board of
     Directors.

2.16 A "Participant" is an AmSouth Officer/Director or Senior Executive who is
     approved each year by the Committee to participate with respect to the next
     Plan Year.

2.17 "Peer Banks" are bank holding companies comparable to AmSouth the asset
     sizes of which range from one half to two times the asset size of AmSouth.

2.18 "Plan Year" means a calendar year.

2.19 A "Senior Executive" is an officer who manages a major group, division, or
     area and is a member of the Corporate Management Committee, but who is not
     an Officer/Director.

                                   ARTICLE III
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                                  PARTICIPATION

A Participant will not be qualified to receive an Award for a Plan Year unless
he or she was approved for entry into the Plan by the Committee and is still
working for AmSouth on the Award Date for that Plan Year. However, retirement,
death, disability or an approved leave of absence will not disqualify a
Participant; rather, a prorated payment, based on the time worked during the
Plan Year, will be made to the Participant or to his or her Beneficiary, as the
case may be. If a Participant leaves AmSouth's employ for any other reason, the
Committee may, in its sole discretion, make an Award to him or her of a prorated
payment based on the time worked during the Plan Year.

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                                   ARTICLE IV
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                             DETERMINATION OF AWARDS

4.1  Goals will be set for AmSouth and goals will be set for each Participant
     based on the business unit that he or she manages. The major portion of the
     incentives paid (100% in the case of Officer/Directors) will be based on
     the performance results of AmSouth as a whole to encourage teamwork on the
     part of each Management Committee member. In addition, for Senior Executive
     Participants, a portion of the incentives paid will be based on the
     performance results of the Participant's specific organizational unit
     managed to encourage an appropriate degree of individual focus.

4.2  The importance of sound goal setting is critical to the success of this
     Plan. The goal setting process will be directly connected to the annual
     business plan and resulting budget, and will begin at the top of the
     Corporation. Goals for performance purposes under this Plan may include one
     or more of the following in any given year:

     .    Earnings per share

     .    Return on Average Assets

     .    Return on Average Equity

     .    Credit Quality Measures

     .    Efficiency Ratio

     .    Loan Growth

     .    Deposit Growth

     .    Non-Interest Revenue Growth.

     The corporate goals for AmSouth and the weightings placed on each will be
     approved by the Committee at the beginning of each Plan Year. The corporate
     goals will become the entire goals for any Officer/Director in the Plan and
     the major goals for the remaining Participants in the Plan. In addition,
     the remaining Participants in the Plan also will have goals approved by the
     Chief Executive Officer for their units managed. The goals for the
     individually managed units will support (in the case of staff support
     executives) or add up to (in the case of line delivery executives) the
     goals for the Corporation.

     The corporate goals and the individual unit goals will both be weighted.
     The corporate goals will receive the heavier weighting and the two
     weightings will total 100%. Once determined, goals for all Senior Executive
     Participants will be documented on the Executive Incentive Plan Goal
     Setting and Evaluation Form.

4.3  A "corporate rating" will be determined at year end based on the
     Committee's evaluation

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     of the Corporation's results against the annual goals approved by the
     Committee at the beginning of the Plan Year. The corporate rating can range
     from 0.0 to 2.0, with 1.0 basically representing goal attainment. This
     rating will apply to the Officer/Director Participants. For other
     Participants (Senior Executives), results will be evaluated against goals
     established for their units at the beginning of the Plan Year. One of the
     following five general achievement levels will apply for each goal
     resulting in a performance rating from 0.0 to 2.0.

       PERFORMANCE                 PERFORMANCE                     PERFORMANCE
       CATEGORIES                  DESCRIPTION                     RATING RANGE
       ----------                  -----------                     ------------
     Outstanding            Significantly Exceeded Goals            1.6 - 2.0

     More Than Expected     Exceeded Goals                          1.2 - 1.5

     Expected               Met Goals                               0.9 - 1.1

     Needs Improvement      Fell Short of Goals                     0.6 - 0.8

     Unacceptable           Significantly Fell Short of Goals       0.0 - 0.5

     Performance under the Plan will be rated at mid-year and at year-end
     utilizing an Executive Incentive Plan Goal Setting and Evaluation Form. The
     ratings will be weighted and the heavier weighted corporate rating will be
     added to the lesser weighted rating for the Participant's assigned unit to
     determine the overall rating.

4.4  A "base bonus opportunity" (BBO) will be set for each Participant as a
     percent of Base Compensation by referencing Peer Bank market data on an
     annual basis. This will represent the percentage payout associated with the
     overall basic achievement of established goals at both the corporate and
     the Participant's specific organizational unit levels. An overall
     performance rating ranging from 0.0 - 2.0 will determine the tentative
     payout percentage for a Participant. A rating of 1.0 will basically
     indicate that goals have been achieved and that 100% of the BBO will be the
     payout percentage for a Participant.

     Overall performance ratings above or below 1.0 can cause the payout
     percentage to be as high as 200% of the BBO or as low as 0%. The actual
     calculation of the payout percentage is performed by multiplying the BBO by
     the overall performance rating.

4.5  The actual Awards will be determined for Officer/Directors based on the
     corporate rating assigned by the Committee, the BBO's, and the Base
     Compensation. The actual awards for Senior Executive Participants will be
     determined based on the weighted combined corporate rating and individual
     unit performance ratings recommended by the Chief Executive Officer, the
     BBO's, and the Base Compensation. The maximum amount which may be paid to a
     Participant for any given Plan Year under this Plan is $3,000,000.
     Notwithstanding the foregoing, the Committee may exercise downward
     discretion with respect to payouts under this Plan.

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                                    ARTICLE V
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                             DISTRIBUTION OF AWARDS

Unless a Participant has elected to defer receipt of his or her Award under
Article VI, the Award will be paid in the form of a cash bonus. However, if a
Participant dies prior to the Award Date, the designated Beneficiary will be
paid the amount of the Award in a single cash sum whether or not the Participant
has made an election to defer any part or all of the Award as provided for in
Article VI.

All Awards will be paid on an annual basis within 90 days of the end of the Plan
Year and will be net of any required federal, FICA, state or local tax
withholdings.

                                   ARTICLE VI
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                                    ELECTIONS

6.1  Before the beginning of each Plan Year, each Participant, may elect to
     defer his or her Award, if any, for the upcoming year, pursuant to the
     terms of the AmSouth Bancorporation Deferred Compensation Plan.

                                   ARTICLE VII
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                                  MISCELLANEOUS

7.1  AmSouth will not under any circumstances make any payment under this Plan
     to any assignee or creditor of a Participant or of his or her Beneficiary.

     Before a Participant actually receives a payment under this Plan, neither
     he or she, nor a designated Beneficiary, has any right, even in
     anticipation of receiving a payment, to assign, pledge, grant a security
     interest in, transfer or otherwise dispose of any interest under this Plan.
     Furthermore, a Participant's rights cannot be assigned or transferred even
     by operation of law.

7.2  This Plan gives the Participant no right to be retained in AmSouth's
     employment.

7.3  The Committee can end or change this Plan at any time. However, neither the
     Committee nor the Board of Directors of AmSouth Bancorporation can take
     away any Award which a Participant has already been paid or which a
     Participant has deferred, or any Award a Participant might receive for the
     Plan Year when the Committee acts.

7.4  This Plan is to be governed and interpreted as provided in the laws of the
     State of Alabama.

7.5  Neither an executive nor any officer or employee of AmSouth Bancorporation
     or any of its subsidiaries has any claim or right to be included in the
     Plan or to be granted an Award unless and until (i) he or she has become a
     Participant for the Plan Year in question and (ii) his or her Award has
     been made.