<PAGE>
 
                                                                   EXHIBIT 10-v

                        EXECUTIVE SEVERANCE AGREEMENT
                        FOR 
                            -----------------------

                        AmSouth Bancorporation
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<TABLE> 
<CAPTION> 
CONTENTS
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                                                                            PAGE

<S>                                                                         <C> 
Article 1. Definitions                                                        2

Article 2. Severance Benefits                                                 7

Article 3. Form and Timing of Severance Benefits                             10

Article 4. Excise Tax Gross-Up                                               10

Article 5. The Company's Payment Obligations                                 12

Article 6. Term of Agreement                                                 13

Article 7. Legal Remedies                                                    13

Article 8. Successors                                                        13

Article 9. Miscellaneous                                                     14
</TABLE> 
<PAGE>
 
AMSOUTH BANCORPORATION 
EXECUTIVE SEVERANCE AGREEMENT

        THIS AGREEMENT is made and entered into as of this ___ day of _____,
____, by and between AmSouth Bancorporation, a Delaware corporation (hereinafter
referred to as the "Company") and _______ (hereinafter referred to as the
"Executive").

                             W I T N E S S E T H:

        WHEREAS, the Board of Directors of the Company has approved the Company
entering into severance agreements with certain key executives of the Company
and its subsidiaries;

        WHEREAS, the Executive is a key executive of the Company or of its
subsidiary;

        WHEREAS, should the possibility of a Change in Control of the Company
arise, the Board believes it imperative that the Company and the Board should
be able to rely upon the Executive to continue in his position, and that the
Company should be able to receive and rely upon the Executive's advice, if
requested, as to the best interests of the Company and its shareholders without
concern that the Executive might be distracted by the personal uncertainties
and risks created by the possibility of a Change in Control; and

        WHEREAS, should the possibility of a Change in Control arise, in
addition to his regular duties, the Executive may be called upon to assist in
the assessment of such possible Change in Control, advise management and the
Board as to whether such Change in Control would be in the best interests of the
Company and its shareholders, and to take such other actions as the Board might
determine to be appropriate.

                                       1
<PAGE>
 
        NOW THEREFORE, to assure the Company that it will have the continued
dedication of the Executive and the availability of his advice and counsel
notwithstanding the possibility, threat, or occurrence of a Change in Control
of the Company, and to induce the Executive to remain in the employ of the
Company, and for other good and valuable consideration, the Company and the
Executive agree as follows:

ARTICLE 1. DEFINITIONS

        Whenever used in this Agreement, the following terms shall have the
meanings set forth below and, when the meaning is intended, the initial letter
of the word is capitalized:

        (a)  "Agreement" means this Executive Severance Agreement.

        (b)  "Base Salary" means the salary of record paid to the Executive as
             annual salary, excluding amounts received under incentive or other
             bonus plans, whether or not deferred.

        (c)  "Beneficial Owner" shall have the meaning ascribed to such term in
             Rule 13d-3 of the General Rules and Regulations under the Exchange
             Act.

        (d)  "Beneficiary" means the persons or entities designated or deemed
             designated by the Executive pursuant to Section 9.2 herein.

        (e)  "Board" means the Board of Directors of the Company.

        (f)  "Cause" shall be determined by the Committee, in exercise of good
             faith and reasonable judgment, and shall mean the occurrence of any
             one or more of the following:

             (i)   The willful and continued failure by the Executive to
                   substantially perform his duties (other than any such failure
                   resulting from the Executive's Disability), after a written
                   demand for substantial performance is delivered by the
                   Committee to the Executive that specifically identifies the
                   manner in which the Committee believes that the Executive has
                   not substantially performed his duties, and the Executive has
                   failed to remedy the situation within thirty (30) calendar
                   days of receiving such notice; or

             (ii)  The Executive's conviction for committing an act of fraud,
                   embezzlement, theft, or other act constituting a felony; or

                                       2
<PAGE>
 
             (iii) The willful engaging by the Executive in gross misconduct
                   materially and demonstrably injurious to the Company, as
                   determined by the Committee. However, no act or failure to
                   act, on the Executive's part shall be considered "willful"
                   unless done, or omitted to be done, by the Executive not in
                   good faith and without reasonable belief that his action or
                   omission was in the best interest of the Company.

        (g)  "Change in Control" of the Company shall be deemed to have occurred
             as of the first day that any one or more of the following
             conditions shall have been satisfied:

             (i)   Any Person (other than those Persons in control of the
                   Company as of the Effective Date, or other than a trustee or
                   other fiduciary holding securities under an employee benefit
                   plan of the Company, or a corporation owned directly or
                   indirectly by the stockholders of the Company in
                   substantially the same proportions as their ownership of
                   stock of the Company), who becomes the Beneficial Owner,
                   directly or indirectly, of securities of the Company
                   representing twenty percent (20%) or more of the combined
                   voting power of the Company's then outstanding securities; or

             (ii)  During any period of two (2) consecutive years (not including
                   any period prior to the execution of this Agreement),
                   individuals who at the beginning of such period constitute
                   the Board (and any new Director, whose election by the
                   Company's stockholders was approved by a vote of at least 
                   two-thirds (2/3) of the Directors then still in office who
                   either were Directors at the beginning of the period or whose
                   election or nomination for election was so approved), cease
                   for any reason to constitute at least sixty percent (60%) 
                   thereof; or

             (iii) The stockholders of the Company approve: (A) a plan of
                   complete liquidation of the Company; or (B) an agreement for
                   the sale or disposition of all or substantially all the
                   Company's assets; or (C) a merger, consolidation, or
                   reorganization of the Company with or involving any other
                   corporation, other than a merger, consolidation, or
                   reorganization that would result in the voting securities of
                   the Company outstanding immediately prior thereto continuing
                   to represent (either by remaining outstanding or by being
                   converted into voting securities of the surviving entity), at
                   least sixty percent (60%) of the combined voting power of the
                   voting securities of the Company (or such surviving entity)
                   outstanding immediately after such merger, consolidation, or
                   reorganization.

                                       3
<PAGE>
 
             However, in no event shall a Change in Control be deemed to have
             occurred, with respect to the Executive, if the Executive is part
             of a purchasing group which consummates the Change-in-Control
             transaction. The Executive shall be deemed "part of a purchasing
             group" for purposes of the preceding sentence if the Executive is
             an equity participant in the purchasing company or group (except
             for: (i) passive ownership of less than three percent (3%) of the
             stock of the purchasing company; or (ii) ownership of equity
             participation in the purchasing company or group which is otherwise
             not significant, as determined prior to the Change in Control by a
             majority of the nonemployee Directors who were Directors prior to
             the transaction, and who continue as Directors following the
             transaction).

        (h)  "Code" means the United States Internal Revenue Code of 1986, as
             amended.

        (i)  "Committee" means the Executive Compensation and Benefits Committee
             of the Board, or any other committee appointed by the Board to
             perform the functions of the Executive Compensation and Benefits
             Committee.

        (j)  "Company" means AmSouth Bancorporation, a Delaware corporation
             (including any and all subsidiaries), or any successor thereto as
             provided in Article 8 herein.

        (k)  "Disability" means permanent and total disability, within the
             meaning of Code Section 22(e)(3), as determined by the Committee in
             the exercise of good faith and reasonable judgment, upon receipt of
             and in reliance on sufficient competent medical advice from one or
             more individuals, selected by the Committee, who are qualified to
             give professional medical advice.

        (l)  "Effective Date" is _______.

        (m)  "Effective Date of Termination" means the date on which a
             Qualifying Termination occurs which triggers the payment of
             Severance Benefits hereunder.

        (n)  "Exchange Act" means the United States Securities Exchange Act of
             1934, as amended.

        (o)  "Executive" means _______.

                                       4
<PAGE>
 
        (p)  "Good Reason" means, without the Executive's express written
             consent, the occurrence after a Change in Control of the Company of
             any one or more of the following:

             (i)   The assignment of the Executive to duties materially
                   inconsistent with the Executive's authorities, duties,
                   responsibilities, and status (including titles and reporting
                   requirements) as an officer of the Company, or a material
                   reduction or alteration in the nature or status of the
                   Executive's authorities, duties, or responsibilities from
                   those in effect as of ninety (90) days prior to the Change in
                   Control, other than an insubstantial and inadvertent act that
                   is remedied by the Company promptly after receipt of notice
                   thereof given by the Executive;

             (ii)  The Company's requiring the Executive to be based at a
                   location in excess of thirty-five (35) miles from the
                   location of the Executive's principal job location or office
                   immediately prior to the Change in Control; except for
                   required travel on the Company's business to an extent
                   substantially consistent with the Executive's present
                   business obligations;

             (iii) A reduction by the Company of the Executive's Base Salary as
                   in effect on the Effective Date, or as the same shall be
                   increased from time to time;

             (iv)  An intentional, material reduction by the Company of the
                   Executive's aggregate incentive opportunities under the
                   Company's short- and long-term incentive programs, as such
                   opportunities exist on the Effective Date, or as such
                   opportunities may be increased after the Effective Date. For
                   this purpose, a reduction in the Executive's incentive
                   opportunities shall be deemed to have occurred in the event
                   his annualized base bonus and targeted long-term incentive
                   award opportunities and/or the degree of probability of
                   attainment of such annualized award opportunities, are
                   materially diminished from the levels and probability of
                   attainment that existed as of the Effective Date;

             (v)   The failure of the Company to maintain the Executive's
                   relative level of coverage under the Company's employee
                   benefit or retirement plans, policies, practices, or
                   arrangements in which the Executive participates as of the
                   Effective Date, both in terms of the amount of benefits
                   provided and the relative level of the executive's
                   participation. For this purpose, the Company may eliminate
                   and/or modify existing programs

                                       5
<PAGE>
 
                   and coverage levels; provided, however, that the Executive's
                   level of coverage under all such programs must be at least as
                   great as is such coverage provided to executives who have the
                   same or lesser levels of reporting responsibilities within
                   the Company's organization;

             (vi)  The failure of the Company to obtain a satisfactory agreement
                   from any successor to the Company to assume and agree to
                   perform the Company's obligations under this Agreement, as
                   contemplated in Article 8 herein; and

             (vii) Any purported termination by the Company of the Executive's
                   employment that is not effected pursuant to a Notice of
                   Termination satisfying the requirements of Section 2.8
                   herein, and for purposes of this Agreement, no such purported
                   termination shall be effective.

             The Executive's right to terminate employment for Good Reason shall
             not be affected by the Executive's incapacity due to physical or
             mental illness. The Executive's continued employment shall not
             constitute consent to, or a waiver of rights with respect to, any
             circumstance constituting Good Reason herein.

        (q)  "Person" shall have the meaning ascribed to such term in Section
             3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
             thereof, including a "group" as defined in Section 13(d).

        (r)  "Qualifying Termination" means any of the events described in
             Section 2.3 herein, the occurrence of which triggers the payment of
             Severance Benefits hereunder.

        (s)  "Severance Benefits" means the payment of severance compensation as
             provided in Section 2.4 herein.

        (t)  "Severance Multiplier" means the lesser of: (i) _________
             (________); or (ii) a fraction, the numerator of which is the
             number of full months between the effective date of the Executive's
             Qualifying Termination and the Executive's sixty-fifth (65th)
             birthday, and the denominator of which is twelve (12). For this
             purpose, the Severance Multiplier following the attainment of age
             sixty-five (65) shall be zero (0) in all cases.

        (u)  "Total Payments" means the sum of the Executive's Severance
             Benefits and all other payments and benefits provided to the
             Executive by the Company which constitute "excess parachute
             payments" within the meaning of Code Section 280G(b)(1). Without
             limiting the generality of the foregoing, Total Payments shall
             include any and all excess parachute payments associated with
             outstanding long-term incentive grants (to include, but not be
             limited to, early vesting of stock options or restricted stock).

        (v)  "Window Period" means the time period commencing upon a Change in
             Control, as defined in Section (g) of this Article 1, and ending
             twenty-four months after the latter to occur of: (i) any of the
             events defined as a Change in Control in Section 1(g); or 
             (ii) final consummation of the liquidation, sale or disposition of
             assets, or the merger, consolidation or reorganization of the
             Company as described in Section 1(g)(iii).

                                       6
<PAGE>
 
ARTICLE 2. SEVERANCE BENEFITS

        2.1. RIGHT TO SEVERANCE BENEFITS. The Executive shall be entitled to
receive from the Company Severance Benefits as described in Section 2.4 herein,
if there has been a Change in Control of the Company and if, within the Window
Period, the Executive's employment with the Company shall end for any reason
specified in Section 2.3 herein.

        The Executive shall not be entitled to receive Severance Benefits if he
is terminated for Cause, or if his employment with the Company ends due to
death, Disability, retirement on or after early retirement age (as defined under
the then established rules of the Company's tax-qualified retirement plan
applicable to the Executive), or due to a voluntary termination of employment by
the Executive without Good Reason.

        2.2. SERVICES DURING CERTAIN EVENTS. In the event a Person begins a
tender or exchange offer, circulates a proxy to shareholders of the Company, or
takes other steps seeking to effect a Change in Control, the Executive agrees
that he will not voluntarily leave the employ of the Company and will render
services until such Person has abandoned or terminated his or its efforts to
effect a Change in Control, or until six (6) months after a Change in Control
has occurred; provided, however, that the Company may terminate the Executive
for Cause at any time, and the Executive may terminate his employment any time
after the Change in Control for Good Reason.

        2.3. QUALIFYING TERMINATION. The occurrence of any one or more of the
following events within the Window Period shall trigger the payment of 
Severance Benefits to the Executive under this Agreement:

             (a)  An involuntary termination of the Executive's employment by
                  the Company for reasons other than Cause;

             (b)  A voluntary termination of employment by the Executive for
                  Good Reason;

             (c)  A successor company fails or refuses to assume the Company's
                  obligations under this Agreement, as required by Article 8
                  herein; or

             (d)  The Company or any successor company breaches any of the
                  provisions of this Agreement.

                                       7
<PAGE>
 
        2.4. DESCRIPTION OF SEVERANCE BENEFITS. In the event that the
Executive becomes entitled to receive Severance Benefits, as provided in
Sections 2.1 and 2.3 herein, the Company shall pay to the Executive and provide
him with the following:

             (a)  An amount equal to the Severance Multiplier times the highest
                  rate of the Executive's annual Base Salary in effect at any
                  time up to and including the Effective Date of Termination.

             (b)  An amount equal to the Severance Multiplier times the greater
                  of: (i) the Executive's average annual bonus earned over the
                  three (3) full fiscal years prior to the Effective Date of
                  Termination; or (ii) the Executive's base bonus opportunity
                  established under the AmSouth Bancorporation _______ Incentive
                  Plan or its successor, for the bonus plan year in which the
                  Executive's Effective Date of Termination occurs.

             (c)  An amount equal to the Severance Multiplier times the sum of:
                  (i) the Executive's annual club dues bonus; plus (ii) the
                  Executive's annual automobile allowance, for the year in which
                  the Executive's Effective Date of Termination occurs.

             (d)  An amount equal to the Executive's unpaid Base Salary, a pro
                  rata portion of the Executive's base bonus opportunity for the
                  bonus plan year in which termination occurs (to be determined
                  at the discretion of the Compensation Committee), and accrued
                  vacation pay through the Effective Date of Termination.

             (e)  A continuation of all benefits pursuant to any and all welfare
                  benefit plans under which the Executive and/or the Executive's
                  family is eligible to receive benefits and/or coverage as of
                  the effective date of the Change in Control, including, but
                  not limited to, group life insurance, hospitalization,
                  disability, medical and dental plans. Such benefits shall be
                  provided to the Executive at the same premium cost, and at the
                  same coverage level, as in effect as of the Executive's
                  Effective Date of Termination.

                  The welfare benefits described in this Subsection 2.4(e) shall
                  continue following the Effective Date of Termination for the
                  number of years equal to the Severance Multiplier; provided,
                  however, that such benefits shall be discontinued prior to the
                  end of such period in the event the Executive receives
                  substantially similar benefits from a subsequent employer, as
                  determined by the Committee.

                                       8
<PAGE>
 
             (f)  A lump sum cash payment of the actuarial present value
                  equivalent of the aggregate benefits accrued by the Executive
                  as of the Effective Date of Termination under the terms of the
                  Supplemental Retirement Plan. For this purpose, the
                  Executive's interest under the Supplemental Retirement plan
                  shall be fully vested as of the effective date of the Change
                  in Control and such benefits shall be calculated under the
                  assumption that the Executive's employment continued following
                  the Effective Date of Termination for the number of years
                  equal to the Severance Multiplier (i.e., additional years of
                  service credits shall be added), provided, however, that for
                  purposes of determining "final average pay" under the benefit
                  calculation, the Executive's actual pay history as of the
                  Effective Date of Termination shall be used.

             (g)  A lump sum cash payment of the aggregate benefits accrued by
                  the Executive as of the Effective Date of Termination under
                  the terms of the Supplemental Thrift Plan. The payment
                  provided under this Subsection 2.4(g) shall be made in lieu
                  of, and shall completely supersede and replace the Executive's
                  benefits payable under the AmSouth Bancorporation Supplemental
                  Thrift Plan.

             (h)  A lump sum cash payment of the entire balance of the
                  Executive's compensation which has been deferred under the
                  AmSouth Bancorporation _______ Incentive Plan or its successor
                  together with all interest that has been credited with respect
                  to such deferred compensation balance.

             (i)  A lump sum cash payment of any relocation benefits accrued by
                  the Executive under the relocation policy of the Company or
                  its successor as are available to employees in the same class
                  or category as the Executive immediately prior to the Change
                  in Control.

        2.5. TERMINATION FOR TOTAL AND PERMANENT DISABILITY. Following a
Change in Control of the Company, if the Executive's employment is terminated
due to Disability, the Executive shall receive his Base Salary through the
Effective Date of Termination, at which point in time the Executive's benefits
shall be determined in accordance with the Company's retirement, insurance, and
other applicable plans and programs then in effect.

                                       9
<PAGE>
 
        2.6. TERMINATION FOR RETIREMENT OR DEATH. Following a Change in Control
of the Company, if the Executive's employment is terminated by reason of his
retirement (as defined under the then-established rules of the Company's tax-
qualified retirement plan), or death, the Executive's benefits shall be
determined in accordance with the Company's retirement, survivor's benefits,
insurance, and other applicable programs of the Company then in effect.

        2.7. TERMINATION FOR CAUSE OR BY THE EXECUTIVE OTHER THAN FOR GOOD
REASON. Following a Change in Control of the Company, if the Executive's
employment is terminated either: (i) by the Company for Cause; or (ii) by the
Executive other than for Good Reason, the Company shall pay the Executive his
full Base Salary and accrued vacation through the Effective Date of Termination,
at the rate then in effect, plus all other amounts to which the Executive is
entitled under any compensation plans of the Company, at the time such payments
are due, and the Company shall have no further obligations to the Executive
under this Agreement.

        2.8. NOTICE OF TERMINATION. Any termination by the Company for Cause
or by the Executive for Good Reason shall be communicated by Notice of
Termination to the other party. For purposes of this Agreement, a "Notice of
Termination" shall mean a written notice which shall indicate the specific
termination provision in this Agreement relied upon, and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated.


ARTICLE 3. FORM AND TIMING OF SEVERANCE BENEFITS

        3.1. FORM AND TIMING OF SEVERANCE BENEFITS. The Severance Benefits
described in Sections 2.4(a), 2.4(b), 2.4(c), 2.4(d), 2.4(f), 2.4(g), 2.4(h),
and 2.4(i) herein shall be paid in cash to the Executive in a single lump sum as
soon as practicable following the Effective Date of Termination, but in no event
beyond thirty (30) days from such date.

        3.2. WITHHOLDING OF TAXES. The Company shall be entitled to withhold
from any amounts payable under this Agreement all taxes as legally shall be
required (including, without limitation, any United States Federal taxes, and
any other state, city, or local taxes).


ARTICLE 4. EXCISE TAX GROSS-UP

        4.1  EQUALIZATION PAYMENT. In the event that the Executive becomes
entitled to Severance Benefits, if any of the Executive's Total Payments will be
subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or
any similar tax that may hereafter be imposed), the Company shall pay to the
Executive in cash an additional amount (the "Gross-up Payment") such that the
net amount retained by the Executive after deduction of any Excise Tax on the
Total Payments and any federal, state, and local income tax and Excise Tax upon
the Gross-up Payment provided for by this Section 4.1, shall be equal to the
Total Payments. Such payment shall be made by the Company to the Executive as
soon as practicable following the Effective Date of Termination, but in no event
beyond thirty (30) days from such date.

                                      10
<PAGE>
 
        4.2  TAX COMPUTATION. For purposes of determining whether any of the
Total Payments will be subject to the Excise Tax and the amounts of such
Excise Tax:

             (a)  Any other payments or benefits received or to be received by
                  the Executive in connection with a Change in Control of the
                  Company or the Executive's termination of employment (whether
                  pursuant to the terms of this Plan or any other plan,
                  arrangement, or agreement with the Company, or with any Person
                  whose actions result in a Change in Control of the Company or
                  any Person affiliated with the Company or such Persons) shall
                  be treated as "parachute payments" within in the meaning of
                  Section 280G(b)(2) of the Code, and all "excess parachute
                  payments" within the meaning of Section 280G(b)(1) shall be
                  treated as subject to the excise tax, unless in the opinion of
                  tax counsel selected by the Company's independent auditors and
                  acceptable to the Executive, such other payments or benefits
                  (in whole or in part) do not constitute parachute payments, or
                  unless such excess parachute payments (in whole or in part)
                  represent reasonable compensation for services actually
                  rendered within the meaning of Section 280G(b)(4) of the Code
                  in excess of the base amount within the meaning of Section
                  280G(b)(3) of the Code, or are otherwise not subject to the
                  excise tax;

             (b)  The amount of the Total Payments which shall be treated as
                  subject to the Excise Tax shall be equal to the lesser of: (i)
                  the total amount of the Total Payments; or (ii) the amount
                  of excess parachute payments within the meaning of Section
                  280G(b)(1) (after applying clause (a) above); and

             (c)  The value of any noncash benefits or any deferred payment or
                  benefit shall be determined by the Company's independent
                  auditors in accordance with the principles of Sections
                  280G(d)(3) and (4) of the Code.

                                      11
<PAGE>
 
        For purposes of determining the amount of the Gross-Up Payment, the
Executive shall be deemed to pay Federal income taxes at the highest marginal
rate of Federal income taxation in the calendar year in which the Gross-Up
Payment is to be made, and state and local income taxes at the highest marginal
rate of taxation in the state and locality of the Executive's residence on the
Effective Date of Termination, net of the maximum reduction in Federal income
taxes which could be obtained from deduction of such state and local taxes.

        4.3 SUBSEQUENT RECALCULATION. In the event the Internal Revenue
Service adjusts the computation of the Company under Section 4.2 herein, so that
the Executive did not receive the greatest net benefit, the Company shall
reimburse the Executive for the full amount necessary to make the Executive
whole, plus an appropriate market rate of interest, as determined by the
Company's independent auditors.


ARTICLE 5. THE COMPANY'S PAYMENT OBLIGATION

        5.1 PAYMENT OBLIGATIONS ABSOLUTE. The Company's obligation to make
the payments and the arrangements provided for herein shall be absolute and
unconditional, and shall not be affected by any circumstances, including,
without limitation, any offset, counterclaim, recoupment, defense, or other
right which the Company may have against the Executive or anyone else. All
amounts payable by the Company hereunder shall be paid without notice or demand.
Each and every payment made hereunder by the Company shall be final, and the
Company shall not seek to recover all or any part of such payment from the
Executive or from whomsoever may be entitled thereto, for any reasons
whatsoever.

        The Executive shall not be obligated to seek other employment in
mitigation of the amounts payable or arrangements made under any provision of
this Agreement, and the obtaining of any such other employment shall in no event
effect any reduction of the Company's obligations to make the payments and
arrangements required to be made under this Agreement, except to the extent
provided in Section 2.4(e) herein.

        5.2 CONTRACTUAL RIGHTS TO BENEFITS. This Agreement establishes and
vests in the Executive a contractual right to the benefits to which he is
entitled hereunder. However, nothing herein contained shall require or be deemed
to require, or prohibit or be deemed to prohibit, the Company to segregate,
earmark, or otherwise set aside any funds or other assets, in trust or
otherwise, to provide for any payments to be made or required hereunder.

                                      12
<PAGE>
 
ARTICLE 6. TERM OF AGREEMENT

        This Agreement will commence on the Effective Date and shall terminate
on ________; provided however that this Agreement shall be extended
automatically for one (1) additional year at the end of this initial term and at
the end of each additional year thereafter, unless the Committee delivers
written notice twelve (12) months prior to the end of such term, or extended
term, to the Executive, that the Agreement will not be extended. In such case,
the Agreement will terminate at the end of the term, or extended term, then in
progress.

        However, in the event a Change in Control occurs during the original or
any extended term, this Agreement will remain in effect for the longer of: 
(i) the duration of the Window Period; or (ii) until all obligations of the
Company hereunder have been fulfilled, and until all benefits required hereunder
have been paid to the Executive.


ARTICLE 7. LEGAL REMEDIES

        7.1 PAYMENT OF LEGAL FEES. To the extent permitted by law, the
Company shall pay all legal fees, costs of litigation, prejudgment interest, and
other expenses incurred in good faith by the Executive as a result of the
Company's refusal to provide the Severance Benefits to which the Executive
becomes entitled under this Agreement, or as a result of the Company's
contesting the validity, enforceability, or interpretation of this Agreement, or
as a result of any conflict between the parties pertaining to this Agreement.

        7.2 ARBITRATION. The Executive shall have the right and option to
elect (in lieu of litigation) to have any dispute or controversy arising under
or in connection with this Agreement settled by arbitration, conducted before a
panel of three (3) arbitrators sitting in a location selected by the Executive
within fifty (50) miles from the location of his job with the Company, in
accordance with the rules of the American Arbitration Association then in
effect.

        Judgment may be entered on the award of the arbitrator in any court
having proper jurisdiction. All expenses of such arbitration, including the fees
and expenses of the counsel for the Executive, shall be borne by the Company.


ARTICLE 8. SUCCESSORS

        The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation, or otherwise) of all or substantially all of
the business and/or assets of the Company or of any division or subsidiary
thereof to expressly assume and agree to perform the Company's obligations under
this Agreement in the same manner and to the same extent that the  Company would
be required to perform them if no such succession had taken place. Failure of
the Company to obtain such assumption and agreement prior to the effective date
of any such succession shall be a breach of this 

                                      13
<PAGE>
 
Agreement and shall entitle the Executive to compensation from the Company in
the same amount and on the same terms as he would be entitled to hereunder if he
had terminated his employment with the Company voluntarily for Good Reason. The
date on which any such succession becomes effective shall be deemed the
Effective Date of Termination.

        This Agreement shall inure to the benefit of and be enforceable by the
Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees, and legatees. If the Executive should
die while any amount would still be payable to him hereunder had he continued to
live, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement, to the Executive's Beneficiary. If
the Executive has not named a Beneficiary, then such amounts shall be paid to
the Executive's devisee, legatee, or other designee, or if there is no such
designee, to the Executive's estate.


ARTICLE 9. MISCELLANEOUS

        9.1 EMPLOYMENT STATUS. The Executive and the Company acknowledge
that, except as may be provided under any other agreement between the Executive
and the Company, the employment of the Executive by the Company is "at will,"
and, prior to the effective date of a Change in Control, may be terminated by
either the Executive or the Company at any time, subject to applicable law. Upon
a termination of the Executive's employment prior to the effective date of a
Change in Control, there shall be no further rights under this Agreement;
provided, however, that if such an employment termination shall arise in
connection with, or in anticipation of, a Change in Control, then the
Executive's rights shall be the same as if the termination had occurred within
two (2) years following a Change in Control.

        9.2 BENEFICIARIES. The Executive may designate one or more persons
or entities as the primary and/or contingent Beneficiaries of any Severance
Benefits owing to the Executive under this Agreement. Such designation must be
in the form of a signed writing acceptable to the Committee. The Executive may
make or change such designation at any time.

        9.3 ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the Company and the Executive with respect to the subject
matter hereof.

        9.4 GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular, and the singular shall include the plural.

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        9.5 SEVERABILITY. In the event any provision of this Agreement shall
be held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining parts of the Agreement, and the Agreement shall be
construed and enforced as if the illegal or invalid provision had not been
included. Further, the captions of this Agreement are not part of the provisions
hereof and shall have no force and effect.

        9.6 MODIFICATION. No provision of this Agreement may be modified,
waived, or discharged unless such modification, waiver, or discharge is agreed
to in writing and signed by the Executive and by an authorized member of the
Committee, or by the respective parties' legal representatives and successors.

        9.7 APPLICABLE LAW. To the extent not preempted by the laws of the
United States, the laws of the state of Alabama shall be the controlling law in
all matters relating to this Agreement.

        IN WITNESS WHEREOF, the parties have executed this Agreement on this
________  day of _________, 1995.


AMSOUTH BANCORPORATION                  EXECUTIVE



By:____________________________      _________________________
   JOHN W. WOODS                       
   CHAIRMAN AND
   CHIEF EXECUTIVE OFFICER


Attest:________________________

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