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                                                                   EXHIBIT 10-q
 




                            AMSOUTH  BANCORPORATION
                           SUPPLEMENTAL THRIFT PLAN

                          (EFFECTIVE JANUARY 1, 1995)
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ARTICLE I. THE PLAN


1.1 ESTABLISHMENT OF THE PLAN

AmSouth Bancorporation (the "Company") established the AmSouth Bancorporation
Supplemental Thrift Plan for eligible employees of the Company and participating
Affiliates, effective as of January 1, 1995. This plan shall be known as the
AmSouth Bancorporation Supplemental Thrift Plan (the "Plan").

1.2 PURPOSE OF THE PLAN

The Plan is intended to restore benefits that are cut back as a result of
certain legal limits that apply to the AmSouth Bancorporation Thrift Plan.

The group of eligible employees shall be limited to a "select group of
management or highly compensated employees" within the meaning of ERISA Section
201(2).

Benefits provided under this Plan shall be paid solely from the general assets
of the Company and participating Affiliates. This Plan, therefore, is exempt
from the participation, vesting, funding and fiduciary requirements of Title I
of ERISA.

1.3 APPLICABILITY OF THE PLAN

This Plan applies only to eligible Employees who are in the active employ of the
Company or a participating Affiliate on or after January 1, 1995.
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ARTICLE II. DEFINITIONS

Whenever used in the Plan, the following terms shall have the meanings set forth
below unless otherwise expressly provided. When the defined meaning is intended,
the term is capitalized. The definition of any term in the singular shall also
include the plural.

2.1 ACCOUNT

Account means the bookkeeping account for each Participant that represents the
Participant's total interest under the Plan. A Participant's Account consists of
the following subaccounts:

(a) Salary Reduction Contributions Account means the portion of the
   Participant's Account attributable to salary reduction contributions made on
   the Participant's behalf under Section 4.1, including any gains and losses
   credited on such contributions under Section 5.2.

(b)  Matching Contributions Account means the portion of the Participant's
   Account attributable to matching contributions made by the Employer on the
   Participant's behalf under Section 4.2 including any gains and losses
   credited on such contributions under Section 5.2.


2.2 AFFILIATE
Affiliate means--

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(a)  AmSouth Bancorporation, and

(b)  any other entity which, along with the Company, is a member of a controlled
   group of employers under Code Section 414(b), (c), (m), or (o).


2.3 BENEFICIARY
A Participant's Beneficiary under this Plan shall be the same person or entity
designated as the Participant's beneficiary under the Thrift Plan.



2.4  BOARD
Board means the Company's Board of Directors.


2.5 CODE
Code means the Internal Revenue Code of 1986, as amended, or as it may be
amended from time to time. A reference to a particular section of the Code shall
also be deemed to refer to the regulations under that Code section.


2.6 COMPANY
Company means AmSouth Bancorporation or any successor thereto.


2.7 COMPENSATION
Compensation for any Plan Year means a participant's "Compensation" as defined
under the Thrift Plan, without regard to any limits on such Compensation imposed
by Code section 401(a)(17).

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2.8 EMPLOYEE
Employee means any person who is employed by the Company or an Affiliate.


2.9 EMPLOYER
Employer means the Company and each Affiliate which has adopted this Plan for
its eligible Employees.


2.10 ERISA
ERISA means the Employee Retirement Income Security Act of 1974, as amended, or
as it may be amended from time to time. A reference to a particular section of
ERISA shall also be deemed to refer to the regulations under that section.


2.11 PARTICIPANT
Participant means an Employee of an Employer who has met, and continues to meet,
the eligibility requirements of Section 3.1.


2.12 PLAN

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Plan means the AmSouth Bancorporation Supplemental Thrift Plan, as amended from
time to time.


2.13 PLAN ADMINISTRATOR
Plan Administrator means the Corporate Human Resources Division of AmSouth Bank
of Alabama.


2.14 PLAN YEAR
Plan Year means the calendar year.


2.15 REVIEW BOARD
The Review Board under this Plan shall be the same group of individuals who
comprise the Review Board under the Thrift Plan.

2.16 THRIFT PLAN
Thrift Plan means the AmSouth Bancorporation Thrift Plan, which is a defined
contribution profit sharing plan with a cash or deferred arrangement qualified
under Code Sections 401(a), (k) and (m) as amended from time to time.

2.17 TERMINATION OF SERVICE
Termination of Service means an Employee's death or resignation, discharge, or
retirement from the Company and its Affiliates.


2.18 VALUATION DATE
Valuation Date means the last day of each calendar quarter and any other date
that the Plan Administrator selects in its sole discretion for the revaluation
and adjustment of Accounts.

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ARTICLE III. PARTICIPATION

3.1 ELIGIBILITY
(a) Any Employee who is eligible to participate in the Thrift Plan and whose
    annual base salary including amounts not currently includible in gross
    income under Code sections 125, 401(k) or 402(a)(8) but excluding special
    pay, bonuses or other incentive pay, reimbursement for expenses, special
    supplements for automobile or club dues and the Prior Profit Sharing Plan
    Bonus ("Base Salary") as of January 1, 1995 is equal to or greater than
    $150,000 shall be a Participant in this Plan as of January 1, 1995.

(b) Any other Employee who satisfies the criteria in both (i), and (ii) below
    shall be a Participant in this Plan on the date on which the last of the
    following occurs: (i) the date such person becomes eligible to participate
    in the Thrift Plan, or (ii) the first day of the month immediately following
    the date such person's annual Base Salary equals or exceeds $150,000.
    
(c) Any other Employee shall be a Participant on the first day of the month
    immediately following the date he or she is designated in writing as a
    Participant in this Plan by the Chief Executive Officer of the Company or
    his designee.

However, no Employee shall become a Participant unless the Employee is a member
of a "select group of management or highly compensated employees" within the
meaning of ERISA Section 201(2).

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3.2 DURATION
An Employee who becomes a Participant under section 3.1 shall remain an active
Participant until -- his or her Termination of Service. No contributions shall
be credited to the Account of an individual after his active participation has
been terminated. However, such individual shall continue to be a Participant for
all other purposes until all benefits to which he or she is entitled to receive
under this Plan have been paid.


ARTICLE IV BENEFITS

4.1 SALARY REDUCTION CONTRIBUTIONS
(a)  Salary Reduction Agreement.  Each Participant in this Plan may execute a
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   supplemental salary reduction agreement on a form prescribed by the Plan
   Administrator. On this form the Participant may elect to reduce his or her
   Compensation for the Plan Year by a whole percentage that does not exceed ten
   percent (10%). The supplemental salary reduction agreement shall be executed
   prior to the first day of the Plan Year for which it is to be effective or,
   in the case of a Participant who first becomes eligible to

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   participate in the Plan during the Plan Year, the supplemental salary
   reduction agreement shall be executed within 30 days of initial eligibility
   under this Plan effective for Compensation earned subsequent to the election.
   The supplemental salary reduction agreement for any Plan Year shall be
   irrevocable for such Plan Year. Moreover, an election for a Plan Year shall
   remain in full force and effect for all subsequent Plan Years unless modified
   or revoked by the Participant in writing to the Plan Administrator before the
   first day of the Plan Year for which such modification or revocation is to be
   effective. Notwithstanding the preceding sentence, a supplemental salary
   reduction agreement shall be revoked automatically once a Participant ceases
   to be an active Participant as set forth in Section 3.2 of this Plan.

(b)  Effectiveness of Salary Reduction Agreement.  A Participant's supplemental
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   salary reduction agreement shall take effect and amounts specified in the
   supplemental salary reduction agreement shall begin to be credited to such
   Participant's Salary Reduction Contributions Account at such time as the
   Participant has made the maximum pre-tax elective deferrals to the Thrift
   Plan allowed by Code Section 402 (g) or by the provisions of the Thrift Plan.

(c)  Allocation.  Salary reduction contributions shall be allocated to the
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   Participant's Salary Reduction Contributions Account as of the last day of
   each calendar quarter within the Plan Year.

4.2 EMPLOYER MATCHING CONTRIBUTIONS
(a)  Eligibility.  A Participant shall be credited with matching contributions
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   under this Plan for such Plan Year at such time as the Participant ceases to
   receive a matching contribution under Section 4.01 of the Thrift Plan

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   regardless of whether such Participant's supplemental salary reduction
   agreement has become effective as provided in Section 4.1 (b) above.

(b)  Amount. The amount of matching contributions credited to a Participant's
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   account under this Plan shall be equal to 50% of the sum of (i) and (ii)
   below:

              (i) the Participant's unmatched pre-tax elective deferrals made to
     the Thrift Plan pursuant to Section 4.02 of the Thrift Plan; and

          (ii) salary reduction contributions credited to the Participant's
     account under this Plan pursuant to the Participant's supplemental salary
     reduction agreement.

Provided, however, that (A) no matching contributions shall be made on salary
reduction contributions or deferrals under (i) or (ii) above to the extent that
such salary reduction contributions or deferrals (determined on a per payroll
basis) exceed five percent (5%) of a Participant's Compensation; and (B) nothing
in this Section 4.2 shall entitle a Participant to be credited with a matching
contribution under this Plan for any salary reduction contribution or deferral
made to the Thrift Plan prior to the time such Participant has received the
maximum matching contributions to the Thrift Plan allowed under the terms of the
Thrift Plan.

(c)  Allocations. Matching contributions shall be allocated to the Participant's
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   Matching Contributions Account as of the last day of each calendar quarter
   within the Plan Year.


4.3 FORFEITABILITY OF BENEFITS.

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Participants shall have a 100% vested and nonforfeitable right to the balance of
their Account under this Plan at all times, subject, however, to the substantial
risk of forfeiture set forth in Section 5.3.



ARTICLE V. ACCOUNTS;  FINANCING


5.1 PARTICIPANT ACCOUNTS
Each contribution credited to a Participant under Article IV shall be allocated
to an individual bookkeeping Account maintained on behalf of that Participant by
the Plan Administrator. Each Participant's Account shall be adjusted for
earnings in the manner described in Section 5.2.





5.2 VALUATION OF PARTICIPANT ACCOUNTS
As of each Valuation Date, each Participant's Account shall be adjusted to
reflect earnings as follows. An average of the Participant's Account (the
"Average Account Balance") shall be obtained by dividing (a) the sum of (i) the
Participant's Account as of the immediately preceding Valuation Date and (ii)
the Participant's Account as of the immediately preceding Valuation Date plus
all contributions since the immediately preceding Valuation Date, by (b) two.
The Participant's Average Account Balance shall be multiplied by the Applicable
Interest Rate, and this product shall be added to or subtracted from the
Participant's Account. The Applicable Interest Rate shall be determined by
calculating the percentage (either positive or negative) obtained by dividing
the Participant's net earnings or losses of all funds in the Thrift Plan as of
the Valuation Date by the

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Participant's average Thrift Plan balance. The Participant's average Thrift Plan
balance shall be calculated by dividing (a) the sum of (i) the Participant's
total balance in the Thrift Plan as of the Valuation Date and (ii) the
Participant's total balance in the Thrift Plan as of the immediately preceding
Valuation Date, by (b) two.


5.3 FINANCING
The benefits under this Plan shall be paid out of the general assets of the
Employers. The benefits shall not be funded in advance of payment in any way. No
Participant or Beneficiary shall have any interest in any specific asset of any
Employer. To the extent that any person acquires a right to receive payments
under this Plan, such right shall be no greater than the right of any unsecured
general creditor of any Employer. Nothing contained in this Plan, and no action
taken pursuant to the provisions of this Plan, shall create a trust of any kind
or a fiduciary relationship between an Employer and any Participant or
Beneficiary or a right of continued employment for any Participant.



ARTICLE VI. DISTRIBUTIONS

6.1 TERMINATION OF SERVICE
Upon a Participant's Termination of Service, the Participant shall be entitled
to the balance of his or her Account. This balance shall be paid to the
Participant in a lump sum cash payment within 90 days of the Valuation Date
immediately following the Participant's Termination of Service.


6.2 DEATH OF THE PARTICIPANT

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If the Participant dies before the distribution of his or her Account, the
balance in the Account shall be distributed to the Participant's Beneficiary in
a lump sum cash payment within 90 days of the Valuation Date immediately
following the Participant's death.


6.3 NO IN-SERVICE WITHDRAWALS
A Participant may not receive a distribution from his or her Account before
incurring a Termination of Service.



ARTICLE VII ADMINISTRATION


7.1 ADMINISTRATION
The Plan shall be administered by the Plan Administrator. The Plan Administrator
shall have all powers necessary or appropriate to carry out the provisions of
the Plan. It may, from time to time, establish rules for the administration of
the Plan and the transaction of the Plan's business. The Plan Administrator
shall have absolute and complete discretionary authority to interpret and
administer the Plan and shall have the exclusive right to make any finding of
fact necessary or appropriate for any purpose under the Plan including, but not
limited to, the determination of eligibility for and amount of any benefit. The
Plan Administrator shall have the exclusive right to interpret the terms and
provisions of the Plan and to determine any and all questions arising under the
Plan or in connection with its administration, including, without limitation,
the right to remedy or resolve possible ambiguities, inconsistencies, or
omissions by general rule or particular decision, all in its sole and absolute
discretion. To the extent permitted by law, all finding of fact, determinations,
interpretations, and decisions of the Plan


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Administrator shall be conclusive and binding upon all persons having or
claiming to have any interest or right under the Plan. The Plan Administrator
may, in its sole and absolute discretion, delegate any of its powers and duties
under this Plan to one or more individuals. In such a case, every reference in
the Plan to the Plan Administrator shall be deemed to include such matters
within their jurisdiction. The Plan Administrator shall have the right to
consult with attorneys and other advisors regarding its duties under this Plan,
which attorney and advisors may be employed by an Employer.


7.2 APPEALS FROM DENIAL OF CLAIMS
If any claim for benefits under the Plan is wholly or partially denied, the
claimant shall be given notice of the denial. This notice shall be in writing,
within a reasonable period of time after receipt of the claim by the Plan
Administrator. This period shall not exceed 90 days after receipt of the claim,
except that if special circumstances require an extension of time, written
notice of the extension shall be furnished to the claimant, and an additional 90
days will be considered reasonable.

This notice shall be written in a manner calculated to be understood by the
claimant and shall set forth the following information:

(a)  the specific reasons for the denial;

(b)  specific reference to the Plan provisions on which the denial is based;

(c)  a description of any additional material or information necessary for the
   claimant to perfect the claim and an 

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   explanation of why this material or information is necessary;

(d)  an explanation that a full and fair review by the Review Board of the
   decision denying the claim may be requested by the claimant or an authorized
   representative by filing with the Secretary of the Review Board, within 60
   days after the notice has been received, a written request for the review;
   and

(e)  if this request is so filed, an explanation that the claimant or an
   authorized representative may review pertinent documents and submit issues
   and comments in writing within the same 60-day period specified in subsection
   (d).

The Review Board's actions shall be in accordance with Section 2.06 of the
   Thrift Plan.



7.3 TAX WITHHOLDING
The Employer may withhold from any payment under this Plan any federal, state,
or local taxes required by law to be withheld with respect to the payment and
any sum the Employer may reasonably estimate as necessary to cover any taxes for
which it may be liable and that may be assessed with regard to the payment.


7.4 EXPENSES
All expenses incurred in the administration of the Plan shall be paid by the
   Employers.

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ARTICLE VIII. ADOPTION OF THE PLAN BY AFFILIATE; AMENDMENT AND TERMINATION OF
THE PLAN


8.1  ADOPTION OF THE PLAN BY AFFILIATE
All Affiliates of the Company are deemed to have adopted this Plan as of the
later of (i) the effective date of this Plan as set forth in Section 1.1 or (ii)
the date of such Affiliate's affiliation with the Company.

8.2  AMENDMENT AND TERMINATION
The Company hereby reserves the right to amend, modify or terminate the Plan at
any time and for any reason by action of the Board or the Compensation Committee
of the Board. However, no amendment or termination shall adversely affect the
amount of benefits accrued by a Participant prior to the date of the amendment
or termination.






ARTICLE IX. MISCELLANEOUS PROVISIONS



9.1 NONALIENATION
No benefit payable under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge. Any attempt to anticipate, alienate, sell, transfer, assign, pledge,

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encumber, or charge shall be void. Benefits shall not be in any manner subject
to the debts, contracts, liabilities, engagements, or torts of, or claims
against, any Participant or Beneficiary, including claims of creditors, claims
for alimony or support, and any other like or unlike claims.


9.2 DISTRIBUTION TO MINORS & INCOMPETENTS
In making any distribution to or for the benefit of any minor or incompetent
person, the Plan Administrator, in its sole and absolute discretion, may, but
need not, direct such distribution to a legal or natural guardian or other
relative of such minor or court appointed committee of such incompetent, or to
any adult with whom such minor or incompetent temporarily or permanently
resides, and any such guardian, committee, relative or other person shall have
full authority and discretion to expend such distribution for the use and
benefit of such minor or incompetent. The receipt of such guardian, committee,
relative or other person shall be a complete discharge to the Company and any
Employer hereunder without any responsibility on its part or on the part of the
Plan Administrator to see to the application thereof.


9.3 SEVERABILITY
If any provision of this Plan shall be held illegal or invalid, the illegality
or invalidity shall not affect its remaining parts. The Plan shall be construed
and enforced as if it did not contain the illegal or invalid provision.


9.4 APPLICABLE LAW
Except to the extent preempted by applicable federal law, this Plan shall be
governed by and construed in accordance with the laws of the state of Alabama.

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IN WITNESS WHEREOF, AmSouth Bancorporation, on behalf of itself and all
participating Affiliates, has caused its authorized officers to execute this
document on December 21, 1995 effective as of January 1, 1995.


                                               AMSOUTH BANCORPORATION


 
                                                By /s/ John W. Woods
                                                  ----------------------------
                                                Its Chairman & CEO
                                                   ---------------------------


ATTEST:

  /s/ William H. Caughran, Jr.
-------------------------------
Its Assistant Secretary
   ----------------------------




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