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                             AMSOUTH BANCORPORATION
                    STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
                                        


I.   Purpose

     The purposes of this Stock Option Plan for Outside Directors are to align
     the interests of the outside directors of AmSouth Bancorporation (the
     "Corporation") more closely with the interests of the Corporation's
     shareholders, to provide such directors with an additional inducement to
     remain in the service of the Corporation with an increased incentive to
     work for its long-term success, and to establish an effective element of a
     reasonable directors' compensation package.


II.  Definitions

     The following terms shall have the meanings indicated below:

     2.1  "Common Stock" shall mean the common stock, par value $1.00 per share,
          of the Corporation.

     2.2  "Committee" shall mean the Director Affairs Committee of the
          Corporation or any successor committee that performs similar
          functions.

     2.3  "Corporation" shall mean AmSouth Bancorporation.

     2.4  "Business Day" shall mean any day on which the market used to
          determine the Fair Market Value of the Common Stock is open for
          trading.

     2.5  "Fair Market Value" shall mean the closing price of the Common Stock
          on the New York Stock Exchange on the relevant date. If on the
          relevant date the Common Stock is not listed on the New York Stock
          Exchange, "Fair Market Value" shall mean the closing price of the
          Common Stock on the relevant date on the principal stock exchange on
          which the Common Stock is listed.  If the Common Stock is not listed
          on any stock exchange on the relevant date, "Fair Market Value" shall
          mean the mean between the bid and asked price of the Common Stock as
          reported on the National Association of Securities Dealers Automated
          Quotation System on the relevant date.

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     2.6  "Outside Director" shall mean any individual who on the relevant date
          is a member of the Board of Directors of the Corporation but is not an
          employee of the Corporation.

     2.7  "Plan" shall mean the AmSouth Bancorporation Stock Option Plan for
          Outside Directors.

     2.8  "Service Year" shall mean the period beginning on the third Business
          Day after the Corporation's annual meeting of shareholders at which
          directors are elected and ending on the day immediately preceding the
          date of such annual meeting in the immediately following year.

     2.9  "HR Head" shall mean the head of the Human Resources Division of
          AmSouth Bank.

     2.10 "Option" shall mean an option granted to an Outside Director pursuant
          to the Plan.

     2.11 "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and
          Exchange Commission under the Securities Exchange Act of 1934, as
          amended from time to time, or any successor rule.


III.   Administration

     3.1  Self-Operative Plan.  The Plan is intended to be self-operative to the
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          maximum extent consistent with prudent business practice. Under no
          circumstances shall any individual or group of individuals exercise
          discretion with respect to designating the recipient of an Option, the
          number of shares of Common Stock that are subject to an Option, the
          date of grant for an Option or the exercise price for an Option.

     3.2  Certain Administrative Duties.  Within the parameters set forth in
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          Section 3.1 hereof, the Committee shall administer the Plan. The
          Committee's actions and interpretations under the Plan shall be final,
          conclusive and binding, and the Committee shall not be liable for any
          action taken or decisions made in good faith relating to the Plan or
          any Option thereunder.

     3.3  Source of Shares.  The shares of Common Stock that may be issued upon
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          the exercise of Options under the Plan shall be authorized and issued
          shares held in the Corporation's treasury.  The aggregate number of
          shares of Common Stock which may be issued under the Plan shall not
          exceed 300,000 shares, subject to adjustment pursuant to Section 7.6
          hereof.

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IV.   Grantings of Options

     4.1  Timing. Except for individuals who become Outside Directors during the
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          Service Year (as described in Section 4.3 hereof), Options will be
          granted once per Service Year on the third Business Day following the
          Corporation's annual meeting of shareholders at which directors are
          elected.

     4.2  Recipients. Options will be awarded in equal amounts to all 
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          individuals who are Outside Directors on the date of grant.

     4.3  Mid-Service Year Elections.  A director who is elected by the Board of
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          Directors after the start of a Service Year will be granted an Option
          having terms (including term, exercise dates, and exercise price)
          identical to the Options granted to Outside Directors at the start of
          that Service Year, except that the number of shares of Common Stock
          subject to such Option shall be the number of shares that are subject
          to each Option granted at the start of such Service Year multiplied by
          a fraction the numerator of which is the number of days during such
          Service Year that the recipient of such Option will serve as a
          director and the denominator of which is the number of days in the
          Service Year (with fractional shares being rounded upward to the
          nearest whole share).

     4.4  Stock Option Agreements. The grant of any Option shall be evidenced
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          by a written "Stock Option Agreement" executed by the Corporation and
          the optionee. The Stock Option Agreement shall contain the number of
          shares of Common Stock that are subject to the Option evidenced
          thereby, the other essential terms of the Option determined in
          accordance with Section V hereof, and other terms that are not
          inconsistent with the requirements of this Plan.


V.   Terms of Options

     5.1  Terms of Options.  All Options, other than Options granted to an
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          Outside Director upon his or her election during a Service Year, shall
          have a term of ten years from the date of grant, subject to earlier
          termination pursuant to Section 5.5 hereof.

     5.2  Exercise of Options. Options shall become exercisable on the last day 
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          of the Service Year in which the Options were granted.

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     5.3  Exercise Price. The exercise price for all Options, other than Options
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          granted to an Outside Director upon his or her election during a
          Service Year, shall be the Fair Market Value of the Common Stock on
          the date the Option is granted.

     5.4  Number of Shares. Subject to the provisions of Section 4.3 regarding
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          Mid-Service Year Elections, each Outside Director will receive an
          award of Options to purchase 2,500 shares of Common Stock on the first
          day of each Service Year. The number of shares subject to an Option
          shall be subject to adjustment in accordance with Section 7.6 hereof.

     5.5  Forfeiture. Options that have not become exercisable on the date the
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          optionee ceases to serve as a director of the Corporation for any
          reason other than the optionee's death, retirement or disability (as
          defined in the retirement policy of the Board of Directors of the
          Corporation) shall be forfeited and terminated immediately upon such
          termination of service.  Upon the death, retirement or disability of a
          director, any Options that have been awarded but have not yet become
          exercisable shall become immediately exercisable.  Options that have
          become exercisable shall remain exercisable, and shall no longer be
          subject to forfeiture, throughout their ten-year terms, regardless of
          whether the optionee is a director of the Corporation at the time the
          Option is exercised.


VI.   Exercise of Options

     6.1  Notice of Exercise.  An Option shall be exercised by delivery to the
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          HR Head of a written notice of exercise in the form prescribed by the
          HR Head for use from time to time. Such notice of exercise shall
          indicate the number of shares as to which the Option is exercised and
          shall be accompanied by the full exercise price for the Options
          exercised.

     6.2  Form of Payment. The exercise price may be paid (i) in cash, (ii) in 
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          whole or in part, by surrender of shares of Common Stock, which shall
          be credited against the exercise price at their Fair Market Value on
          the date the Option is exercised, (iii) by "cashless exercise" in
          which a third party is authorized to sell shares of Common Stock (or a
          sufficient portion of the shares) acquired upon exercise of the Option
          and remit to the Corporation a sufficient portion of the sale proceeds
          to pay the entire exercise price and any tax withholding resulting
          from such exercise, or (iv) by any other means that the Committee
          determines to be consistent with the Plan's purpose and applicable
          law.

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VII.   Miscellaneous

     7.1  General Restriction. Each Option under the Plan shall be subject to
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          the requirement that, if at any time the Committee shall determine
          that any listing or registration of the shares of Common Stock, any
          consent or approval of any governmental body, or any other agreement,
          consent or action is necessary or desirable as a condition of the
          granting of an Option or issuance of Common Stock in satisfaction
          thereof, such grant or issuance may not be consummated unless such
          requirement is satisfied in a manner acceptable to the Committee.

     7.2  Non-Assignability. No Option under the Plan shall be assignable or
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          transferable by the optionee, except by will or pursuant to applicable
          laws of descent and distribution. During the life of an optionee, an
          Option shall be exercisable only by such optionee.

     7.3  Withholding Taxes. Whenever the Corporation issues or transfers shares
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          of Common Stock under the Plan, the Corporation shall have the right
          to require the optionee to remit to the Corporation an amount
          sufficient to satisfy any federal, state, and local withholding tax
          requirements prior to the delivery of any certificate for such shares.
          An optionee may elect to satisfy the withholding requirement, in whole
          or in part, by having the Corporation withhold shares of Common Stock
          having a Fair Market Value on the date the tax is to be determined
          equal to the total tax to be withheld. The amount to be withheld shall
          be determined by the HR Head based on applicable laws and regulations.
          All such elections shall be made in writing and shall be subject to
          any restrictions or limitations that the HR Head, in his or her sole
          discretion, deems appropriate.

     7.4  No Right to Continued Service.  Nothing in the Plan or in any
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          agreement entered into pursuant to the Plan shall confer upon any
          optionee any right to continued service as a director of the
          Corporation or any subsidiary or affect any right of the Corporation
          or a subsidiary, acting through their Boards of Directors or
          otherwise, to terminate or otherwise affect the service of such
          optionee.

     7.5  No Rights as Shareholders. Holders of Options under the Plan shall
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          have no rights as shareholders of the Corporation resulting therefrom
          unless and until certificates for shares of Common Stock are
          registered in their names in satisfaction of a duly exercised Option.

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     7.6  Adjustments. In the event that the outstanding shares of Common Stock 
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          of the Corporation are changed in number, class or character by reason
          of any split-up, change of par value, stock dividend, combination or
          reclassification of shares, recapitalization, merger, consolidation or
          other corporate change, or shall be changed in value by reason of any
          spin-off, dividend in partial liquidation or other special
          distribution, the Committee may make any changes it may deem equitable
          and appropriate in outstanding Options, the number of Options to be
          granted to each Outside Director each Service Year and/or in the
          number of shares of Common Stock reserved for issuance under the Plan.
          For purposes of this Section 7.6, it is intended that, absent reasons
          to the contrary, adjustments to Options be consistent with any changes
          or lack of changes to other options on the Common Stock resulting from
          the same cause.

     7.7  Amendment or Termination of Plan. The Board of Directors of the
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          Corporation may amend or terminate the Plan as it deems advisable;
          provided, however, no such amendment or termination may impair the
          rights of an optionee under an Option previously granted, or effect a
          change to any part of the provisions setting the amount, price and
          timing of Option grants more often than permitted under Rule 16b-3.

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