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                                                                 EXHIBIT 10-a

                             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 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.
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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.


                                   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


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 .   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 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                   0.1 - 0.8

    Unacceptable          Significantly Fell Short of Goals           0.0
</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.

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

                                   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.

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