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                                                                    Exhibit 10-a

                             AMSOUTH BANCORPORATION
                            EXECUTIVE INCENTIVE PLAN

                                    ARTICLE I
                           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
                               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 the Plan Year.

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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
                                  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
                             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:

         o   Earnings per share

         o   Return on Average Assets

         o   Return on Average Equity

         o   Credit Quality Measures

         o   Efficiency Ratio

         o   Loan Growth

         o   Deposit Growth

         o   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.
<TABLE>
<CAPTION>

             PERFORMANCE                     PERFORMANCE                    PERFORMANCE
             CATEGORIES                      DESCRIPTION                    RATING RANGE
             ----------                      -----------                    ------------
           <S>                        <C>                                  <C>

           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
</TABLE>


         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.

4.4      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
         $2,000,000. Notwithstanding the foregoing, the Committee may exercise
         downward discretion with respect to payouts under this Plan.

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                                    ARTICLE V

                             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
                                   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
                                  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.