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                                                                    EXHIBIT 10-v


                             AMSOUTH BANCORPORATION
                           DEFERRED COMPENSATION PLAN



                           Effective October 2, 1997
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ARTICLE 1

ESTABLISHMENT
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AmSouth Bancorporation, a Delaware corporation (hereinafter referred to as the
"Company"), hereby establishes a deferred compensation plan to be known as the
"AmSouth Bancorporation Deferred Compensation Plan" (hereinafter referred to as
the "Plan") effective as of October 2, 1997.  This document constitutes the
provisions of the Plan.  The Company sponsors the Plan on behalf of all of its
affiliates and shall be the agent for all such entities.  This Plan is intended
to be an unfunded, deferred compensation plan for a select group of management
or highly compensated employees, as described in sections 201(2), 301(a)(3), and
401(a)(1) of the Employee Retirement Income Security Act of 1974 ("ERISA").


ARTICLE 2

DEFINITIONS
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The following sections of this ARTICLE 2 provide basic definitions of terms used
throughout the Plan, and whenever used herein in a capitalized form, except as
otherwise expressly provided, the terms shall be deemed to have the following
meanings:

2.1   "Account" means the record of a Participant's interest under the Plan
      composed of (a) Deferrals made prior to the Effective Date pursuant to
      the EIP and\or the MIP, (b) Prior Deferrals posted on or after the
      Effective Date, (c) any dividends, income and gains deemed credited to,
      and all losses charged to, such account and (d) all distributions
      charged to such account.

2.2   "Affiliate" means any corporation, partnership, association, limited
      liability company, joint-stock company, trust, unincorporated association
      or other person or entity (other than the Company) that directly or
      indirectly controls, is controlled by, or is under common control with,
      the Company.

2.3   "Beneficiary" means, with respect to the balance of a Participant's
      Account as of the death of such Participant, each person designated by
      the Participant on his or her most recent beneficiary designation form
      approved by the Committee or its designee; provided that if a Participant
      fails to designate a Beneficiary on a beneficiary designation form or if
      all such designated persons have predeceased the Participant without the
      Participant's completing a new, approved beneficiary designation form,
      then Beneficiary means any person designated by the Participant (actually
      or by default) to receive the balance of any of his or her accounts which
      are payable with respect to the death of such Participant under the
      Company's Thrift Plan. A Beneficiary's participation continues until the
      related Account is distributed.

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

2.5   "Board of Directors" or "Board" means the Board of Directors of the
      Company.

2.6   "Bonus Award" means the amount of annual incentive compensation payable to
      a Participant for service during the Plan Year.

2.7   "Change in Control" of the Company shall have the meaning set forth in the
      Company's Executive Severance Agreements as such agreements may be amended
      from time to time.

2.8   "Committee" means the Executive Compensation Committee of the Board of
      Directors or such other committee or individual to whom the Executive
      Compensation Committee has delegated the responsibility to administer this
      Plan.  In the absence of an appointment, the Board shall be the Committee.

2.9   "Company" means AmSouth Bancorporation.


2.10  "Company Stock" or "Common Stock" means the common stock, par value
      $1.00 per share, of AmSouth Bancorporation.

2.11  "Conversion Date" means the date as of which the cash values posted to
      an Account are credited with the number of shares of Company Stock (or
      other units) as determined by the Committee pursuant to the Plan.

2.12  "Deferrals" or "Bonus Deferrals" means amounts deferred by a
      Participant based upon the Participant's Deferral Election to defer some
      or all of his or her Bonus Award.

2.13  "Deferral Amount" means the dollar amount of a Participant's Bonus
      Award for the relevant period which is to be deferred and posted to a
      Participant's Account pursuant to this Plan.

2.14  "Deferral Election" or "Election" means an irrevocable election (as to
      the Participant) made by a Participant (a) to reduce his or her Bonus
      Award for a Plan Year by an amount equal to the product of his or her
      Deferral Percentage and his or her Bonus Award subject to the Deferral
      Election; and (b) to select a Payment Date for those Deferrals.  A
      Participant's Deferral Election shall constitute the Participant's
      agreement to and acceptance of the terms of this Plan.  A Deferral
      Election may include an election by the Participant entered into prior to
      the Effective Date.

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2.15  "Deferral Percentage" means the percentage of a Participant's Bonus
      Award for the relevant period which is to be deferred and posted to this
      Plan.

2.16  "Effective Date" means October 2, 1997, the date upon which the
      provisions of this document become effective.

2.17  "EIP" means the AmSouth Bancorporation Executive Incentive Plan as
      from time to time amended, or any successor thereto identified by the
      Committee.

2.18  "Employee" means any person, including an officer of the Employer
      (whether or not he or she is also a Director thereof), who is employed by
      the Employer.

2.19  "Employer" means the Company and any Affiliate whose Employees are
      eligible to participate in the Plan.

2.20  "Exchange Act" means the Securities Exchange Act of 1934, as amended
      from time to time, or any successor act thereto.

2.21  "Fair Market Value" means the Fair Market Value of the Company Stock
      as determined by the Committee or under procedures determined by the
      Committee.  Unless otherwise determined by the Committee, the Fair Market
      Value per share of the Company Stock as of any date shall be determined on
      the basis of the closing sale price on the principal securities exchange
      on which the shares of Company Stock are traded or, if there is no such
      sale on the relevant date, then on the last previous day on which a sale
      was reported. The Committee shall not be under any obligation to take into
      account non-public information regarding the Company or the Company Stock.

2.22  "Insider" means a Participant who is subject to the reporting
      requirements of Section 16 of the Exchange Act as a result of his or her
      position with the Company or any Affiliate.

2.23  "Internal Revenue Code" or "Code" means the Internal Revenue Code of
      1986, as amended, and subsequent Internal Revenue Code and final Treasury
      Regulations.  If there is a subsequent Internal Revenue Code, any
      references herein to Internal Revenue Code sections shall be deemed to
      refer to comparable sections of any subsequent Internal Revenue Code.

2.24  "MIP" means the AmSouth Bancorporation Management Incentive Plan as
      from time to time amended, or any successor thereto identified by the
      Committee.

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2.25  "Notice Date" means the date established as the deadline for the
      receipt of a Deferral Election or any other notification with respect to
      an administrative matter in order to be effective under this Plan.  The
      Notice Date with respect to receipt of a Deferral Election shall be
      December 31 of the year prior to the Plan Year to which the deferral
      relates unless a different date is established by the Committee.

2.26  "Participant" means an Employee who participates in the Plan or a
      former Employee who has been paid all of his or her Deferrals or Prior
      Deferrals.

2.27  "Payment Date" means the earliest of:

      (a)   the date designated by the Participant for the distribution or
      commencement of distribution of his or her Account, which date shall not
      be earlier than the third anniversary of the first day of the Plan Year to
      which the Deferral Election relates (i.e. a deferral of a Bonus Award
      which is compensation for the 1998 Plan Year may be distributed after
      December 31, 2000);

      (b)   the Participant's Termination of Employment (notwithstanding a later
      Payment Date designated under Section 2.27(a));

      (c)   the date of the Plan's termination; and

      (d)  the date of a Change in Control of the Company, unless the Plan is
      maintained on substantially the same terms after the Change in Control.

      A Participant's Payment Date under (c) or (d) shall apply notwithstanding
      a later Payment Date under (a).

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


2.29  "Plan" means the AmSouth Bancorporation Deferred Compensation Plan, as
      set forth herein and as hereafter may be amended from time to time.

2.30  "Plan Year" means the annual accounting period of the Plan which ends
      on each December 31.

2.31  "Prior Deferrals" means deferrals made by a Participant under the EIP
      and/or MIP prior to the Effective Date.

2.32  "Thrift Plan" means the AmSouth Bancorporation Thrift Plan as from
      time to time amended, or any successor thereto identified by the
      Committee.

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2.33  "Termination of Employment" occurs when a person ceases to be an
      Employee as determined by the personnel policies of the Employer.  A
      transfer of employment from the Company or an Affiliate to the Company or
      another Affiliate shall not constitute a Termination of Employment for
      purposes of this Plan.


ARTICLE 3

PARTICIPATION
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3.1   Eligibility.  Each Employee who is eligible to defer receipt of a Bonus
      Award pursuant to the terms of the EIP or MIP shall be eligible to
      participate in this Plan. Provided, however, that no Employee shall
      participate in the Plan if such Employee is not a member of a select group
      of management or highly compensated Employees.  A person shall continue as
      a Participant (subject to Section 3.2) until the earlier of the
      Participant's death or the date the Participant's Account has no value.

3.2   Continuing Deferrals.  The Committee shall have discretion to determine
      whether a Participant is eligible to make a Deferral Election in or with
      respect to any Plan Year.


ARTICLE 4

PARTICIPANT DEFERRALS
---------------------

4.1   Deferral Election.

      (a)   Subject to Committee discretion, for each Plan Year, a Participant
      who is an Employee and who desires to have a Bonus Deferral made on his or
      her behalf shall file a Deferral Election pursuant to procedures
      specifying his or her Deferral Percentage which shall be not less than 25%
      nor more than 100% (stated as a whole integer percentage) and authorizing
      his or her Bonus Award payable for a Plan Year to be reduced and deferred
      hereunder to such Participant's Payment Date. Notwithstanding the
      preceding sentence, a Participant may not choose a Deferral Percentage
      which will yield a Deferral Amount of less than $10,000. As an alternative
      to choosing a Deferral Percentage, a Participant may choose a Deferral
      Amount (stated as a whole integer) which shall be not less than $10,000
      nor more than the total Bonus Award.

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      (b)  Notwithstanding the foregoing subsection (a) hereof, for any Plan
      Year the Committee may, without amending this Plan, determine that the
      minimum or maximum Deferral Percentage with respect to any Participant
      shall be greater or lesser than the percentages set forth in subsection
      (a).  Otherwise, the minimum and maximum Deferral Percentages as provided
      in subsection (a) hereof shall apply.  The Committee may, without
      amending this Plan, determine that the minimum or maximum Deferral Amount
      with respect to any Participant shall be greater or lesser that the amount
      set forth in subsection (a).

      (c)  The amount of any Bonus Award to be deferred shall be reduced by any
      taxes or other payment to be made or distributed in respect of or on
      behalf of a Participant.  Any Deferral Election which has not been
      properly completed will be deemed not to have been received and will be
      void.  A Participant's Deferral Election shall be effective only if
      received by the Committee on or before the Notice Date for a Plan Year.

4.2   Election Procedures.  If properly received by the Committee, a
      Deferral Election will be effective only with respect to a Bonus Award
      paid for the Plan Year to which the Deferral Election applies and only
      with respect to a Bonus Award paid after the Notice Date for the Deferral
      Election.  Consistent with the above, the Committee may establish rules
      and procedures governing when a Deferral Election will be effective and
      what Bonus Award will be deferred by the Deferral Election; provided such
      rules and procedures are not more permissive than the terms and provisions
      of this Plan.

4.3   Coordination with Thrift Plan.  Notwithstanding a Participant's
      Deferral Election, if a Participant makes a "401(k) hardship" withdrawal
      from the Thrift Plan during a Plan Year, the "401(k) hardship"
      withdrawal rules of such plan are incorporated by reference herein and
      made a part hereof, but only to the extent required by Treasury Regulation
      Section 1.401(k)-l, in order for the Thrift Plan to be a qualified cash or
      deferred arrangement.

4.4   Prior Deferrals.  A Participant's Account shall include Prior
      Deferrals which shall be treated as follows:

      (a)  In the case of a Participant whose Termination of Employment
      occurred prior to January 1, 1997 or in the case of a Participant who
      elected effective January 1, 1997 to have all or part of his or her Prior
      Deferrals deemed to be invested at the Prime Time/PFS time deposit fixed
      rate (30 month) in effect at the beginning of each calendar year, such
      Prior Deferrals for such Participant shall on and after the Effective Date
      continue to be deemed to be so invested and, notwithstanding anything to
      the contrary in this Plan, shall not be deemed to be converted into
      shares of Company Stock.  Furthermore, such Prior Deferrals shall be paid
      in cash at the time specified in the Participant's original Deferral
      Election.

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      (b)    In the case of a Participant who elected prior to the Effective
      Date to have all or part of his Prior Deferrals deemed to be invested in
      "phantom" shares of Company Stock, such Participant shall be entitled to
      make a one-time written election to either (i) continue to have such Prior
      Deferrals deemed to be invested in phantom shares and receive at the
      appropriate time a cash payment of such deferrals or (ii) have such Prior
      Deferrals deemed to be classified as deferred shares of Company Stock and
      receive (at the appropriate time) payment for such Prior Deferrals in
      shares of Company Stock.  If a Participant elects to have his or her Prior
      Deferrals deemed to be classified as shares of Company Stock, the
      provisions of Section 2.27(d) shall be applicable to such Prior Deferrals
      notwithstanding the Participant's original deferral election.  The
      provisions of Section 2.27(d) shall not apply with respect to any Prior
      Deferrals unless such   Prior Deferrals are deemed to be converted into
      shares of Company Stock and are payable solely in shares of Company Stock.


ARTICLE 5

DEFERRALS AND POSTING
---------------------

Bonus Deferral.  Subject to the limits of this Plan and to the Committee's
authority to limit Deferrals under the terms of this Plan, for each period for
which a Deferral Election is in effect with respect to a Bonus Award, the
Employer shall post to this Plan on behalf of each Participant an amount equal
to the amount designated by the Participant as a Bonus Deferral on his or her
Deferral Election.  The Bonus Deferral shall be posted to the Account of such
Participant as of the date such Bonus Award would otherwise have been paid to
the Participant.


ARTICLE 6

PARTICIPANTS' ACCOUNTS
----------------------

6.1  Individual Participant Accounting.

      (a)    The Committee shall cause the Account for each Participant to
      reflect amounts posted to the Account based on the Deferral Election, and
      the deemed investment thereof in Company Stock. As of each Conversion Date
      that a cash amount of Bonus Award or other amount is credited to a
      Participant's Account (other than in connection with a Payment Date), such
      cash amount shall be deemed to be converted into the number of shares of
      Company Stock equal to the amount of cash so credited (and not previously
      converted) divided by the Fair Market Value of a share of Company Stock on


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      the Conversion Date. A fractional share shall be rounded to the next
      higher whole number of shares. The amount of cash so converted shall be
      charged to the Account, and the number of shares of Company Stock into
      which the cash has been deemed to have been converted under the preceding
      sentence shall be credited to the Account. Dividends, or other returns or
      adjustments in respect of the Company Stock, if any, shall be reinvested
      in deferred stock in the same manner provided above, except that in the
      case of dividends the number of shares shall be determined based on the
      Fair Market Value of a share of Company Stock on the last business day of
      the quarter immediately preceding the date the dividend is paid. Account
      values may be maintained in shares, units, or dollars (as determined by
      the Committee). In the absence of a determination by the Committee,
      Account values shall be maintained in shares. The Committee may maintain
      more than one Account for any Participant. The Committee is responsible
      for determining the dollar value of deferrals, and the share or unit value
      of Company Stock.

      (b)   The Committee may correct any errors or omissions in the
      administration of this Plan by restoring or charging any Participant's
      Account with the amount that would have been credited or charged to the
      Account had no error or omission been made; provided, however, that a
      Participant's Account will be deemed to be correct unless the Participant
      notifies the Committee or its designee of an error or omission within 30
      days after receipt of the first statement on which the error or omission
      is reflected.

      (c)    In the event of any Company Stock dividend, stock split,
      combination or exchange of shares, recapitalization or other change in the
      capital structure of the Company, corporate separation or division of the
      Company (including, but not limited to, a split-up, spin-off, split-off,
      or distribution to Company stockholders other than a normal cash
      dividend), sale by the Company of all or substantial portion of its assets
      (measured on either a stand-alone or consolidated basis),
      reorganization, rights offering, a partial or complete liquidation, or any
      other corporate transaction, Company share offering or event involving the
      Company and having an effect similar to any of the foregoing, the
      Committee may adjust the number of shares of Common Stock credited to an
      Account, as the Committee may determine is equitable, and any other
      characteristics or terms as the Committee shall deem necessary or
      appropriate to reflect equitably the effects of such changes to the
      Participant; provided however, that any fractional shares resulting from
      such adjustment shall be eliminated by rounding to the next higher whole
      number of shares.

6.2   Investment Not Required.  Notwithstanding any other provision of this
      Plan, including the foregoing provisions of this ARTICLE 6, the Employer
      need not make an actual investment in shares of Company Stock.  If the
      Employer, in its discretion, should from time to time make such
      investment, such investment shall be solely for the Employer's own
      account and the Participant shall have no right, title, or interest in any
      such investment.  In all events the benefits payable to Participants
      hereunder shall be the value of and earnings or losses on the amounts
      credited or charged to each Participant's Account.  If and to the extent
      shares of Company Stock shall be held or purchased, the Committee, in its
      sole discretion, shall exercise all voting  or tender rights without any
      fiduciary obligation or other obligation to a Participant or Beneficiary
      if such stock has voting rights.


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ARTICLE 7

VESTING AND FORFEITURES
-----------------------

A Participant shall be fully vested and have a non-forfeitable right to his or
her Account at all times.


ARTICLE 8

DISTRIBUTIONS
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Benefits payable under this Plan shall be paid in the form and time prescribed
below.

8.1  Accounts.

      (a)    Form of Payment.  Except as may have been elected by a Participant
      with respect to Prior Deferrals, the form of payment of the balance of a
      Participant's Account will be shares of Common Stock equal to the
      number of deferred shares in the Participant's Account.  For each Deferral
      Amount which a Participant elects to defer to the Participant's
      Termination of Employment, the Participant may choose to have shares of
      Common Stock distributed in either (i) one lump sum distribution, (ii) 5
      annual installments, or (iii) 10 annual installments.  For each such
      Participant there shall be established three distribution subaccounts: the
      Lump Sum Subaccount, the 5-year Subaccount and the 10-year Subaccount.
      Deferral Amounts which a Participant chooses to defer to a point in time
      prior to the Participant's Termination of Employment shall automatically
      be credited to the Participant's Lump Sum Subaccount and the Participant
      shall not be able to elect installment distributions with respect to such
      Deferral Amounts.

      As soon as administratively feasible after a Payment Date (other than a
      Payment Date described in Section 2.27(a), (c) or (d)) the Company shall
      distribute to a Participant (i) the number of shares of Common Stock, if
      any, posted to the Participant's Lump Sum Subaccount; plus (ii) one-fifth
      of the number of shares of Common Stock, if any, posted to the
      Participant's 5-year Subaccount; plus (iii) one-tenth of the number of
      shares of Common Stock, if any, posted to the Participant's 10-year
      Subaccount.  Subsequent annual distributions, if any, shall consist of the
      applicable portion of the 5-year Subaccount (1/4, 1/3,  1/2 and all,
      respectively) and the applicable portion of the 10-year Subaccount (1/9,
      1/8, 1/7 and so forth, respectively).  Notwithstanding the foregoing, if
      at any time the number of shares in the Participant's 5-year Subaccount
      and 10-year Subaccount total 1,000 shares or less in the aggregate, the
      total number of shares in such Subaccounts shall be distributed to the
      Participant in a lump sum distribution.

      In the case of a Payment Date described in Section 2.27(a) the Company
      shall distribute to the Participant as soon as administratively feasible
      in one lump sum distribution such number of shares of Common Stock in the
      Participant's Lump Sum Subaccount as corresponds to the Deferral Amount
      with respect to which the Participant elected the particular Payment Date.

      In the case of a Payment Date described in Section 2.27(c) or (d) the
      Company shall distribute to the Participant as soon as administratively
      feasible in one lump sum distribution the total number of shares of Common
      Stock in the Participant's Account without regard to any Subaccounts.

      (b)   Time of Payment.  Except as may have been elected by a Participant
      with respect to Prior Deferrals, the time of payment of a Participant's
      Account shall be the Payment Date.

8.2   Death Benefit of Accounts.  Notwithstanding anything in Section 8.1, upon
      the death of a Participant, the remaining balance in his or her Account
      shall be paid to the Participant's Beneficiary in a single distribution of
      Common Stock as soon as administratively possible after the Participant's
      death.

8.3   Limitation.  Except for a Payment Date under Section 2.27(d), if any
      payment that would be made would result in any portion of the payment (or
      any other amount paid to a Participant or Beneficiary during the same Plan
      Year) not being deductible by the Company by reason of Code Section
      162(m), the Committee may defer payment to a later Payment Date designated
      by it; provided that the Committee reasonably determines that either the
      Participant will cease to be a "covered employee" (as defined in Section
      162(m) of the Code) or that a delay in the Payment Date of not more than
      12 months will mitigate the effect of Section 162(m) of the Code.

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ARTICLE 9

AMENDMENT AND TERMINATION CLAIMS PROCEDURE
------------------------------------------

9.1   Amendment and Termination. The Company by action of its Board of Directors
      reserves the right to amend this Plan from time to time or to terminate
      this Plan at any time; provided, however, without the written consent of
      each Participant and Beneficiary, no such action may reduce or relieve any
      Employer of any obligation to pay the balance of an Account maintained
      under this Plan as of the date of such amendment or termination except to
      the extent the Committee determines such action is advisable to avoid
      liability under the Exchange Act. Upon termination of this Plan, all
      Account balances shall be paid immediately in a single distribution of
      Common Stock to the Participants or Beneficiaries thereof, unless the
      Participant and the Committee have agreed to a later Payment Date.
      Notwithstanding the preceding, the Chief Executive Officer of the Company
      shall have the power to amend or terminate this Plan on behalf of the
      Company.

9.2   Claim for Distribution.  Any Participant who has a dispute regarding the
      distribution of an Account (a "Claimant") must submit his or her claim for
      distribution to the Committee or its agent in writing. Such claim shall be
      filed no later than 60 days after the date the Participant first knew or
      had reason to know of such claim. A Claimant shall have no right to seek
      review of a denial of distribution, or to bring any action in any court to
      enforce a claim for distribution, prior to his or her filing a claim for
      distribution and exhausting his or her rights hereunder. Any claim for
      distribution shall be evaluated and the Claimant shall be notified by the
      Committee or its agent of its approval or denial within ninety (90) days
      after the receipt of such claim unless special circumstances require an
      extension of time for processing the claim. If the Committee or its agent
      does not respond within ninety (90) days after receipt of such claim, the
      claim shall be deemed to be a denial. If a claim is denied, in whole or in
      part, the Claimant shall be given written notice which shall contain


          (i)  the specific reasons for the denial;

          (ii)  references to pertinent Plan provisions upon which the denial is
          based;

          (iii) a description of any additional material or information
          necessary to perfect the claim and an explanation of why such material
          or information is necessary; and

          (iv)  the Claimant's rights to seek review of the denial.

9.3   Review of Claim Denial.  If a claim is denied, in whole or in part (or if
      within the time periods prescribed for in the initial claim, the Committee
      or its agent has not furnished the Claimant with a denial and the claim is
      therefore deemed denied), the Claimant shall have the right to request
      that the Committee review the denial, provided that the Claimant files a
      written request for review with the Committee within sixty (60) days after
      the date on which the Claimant received written notification of the denial
      (or the date the claim was deemed to be denied).  A Claimant (or his or
      her duly authorized representative) may review pertinent documents and
      submit issues and comments in writing to the Committee.  Within sixty (60)
      days after a request for review is received, the review shall be made and
      Claimant shall be advised in writing by the Committee of the decision
      on review, unless special circumstances require an extension of time for
      processing the review, in which case the Claimant shall be given a written
      notification by the Committee within such initial sixty (60) day period
      specifying the reasons for the extension and when such review shall be
      completed (provided that such review shall be completed within one hundred
      and twenty (120) days after the date on which the request for review was
      filed).  The decision on review shall be forwarded to the Claimant by the

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      Committee or its agent in writing and shall include specific reasons for
      the decision and references to Plan provisions upon   which the decision
      is based.  A decision on review shall be final and binding on all persons
      for all purposes.  If a Claimant shall fail to file a request for review
      in accordance with the procedures described in this Section, such Claimant
      shall have no right to review and shall have no right to bring action in
      any court and the denial of the claim shall become final and binding on
      all persons for all purposes.


ARTICLE 10

MISCELLANEOUS PROVISIONS
------------------------

10.1  Administration. This Plan shall be administered by the Committee which
      shall be comprised of one or more persons. The Committee may authorize any
      one or more if its members or an officer of the Company to execute and
      deliver documents on behalf of the Committee.   A member of the Committee
      shall not exercise any discretion respecting himself or herself under the
      Plan.  The Committee may allocate among one or more of its members, or may
      delegate to one or more of its agents, such duties and responsibilities
      as it determines.

      Among other things, the Committee shall have the authority, subject to the
      terms of this Plan:

      (a)   to select those persons who will be Participants;

      (b)   to determine the amount and time of Deferrals hereunder;

      (c)   to determine the number of shares of Company Stock to be credited to
      an Account hereunder;

      (d)   to provide the forms to be utilized in connection with this Plan;

      (e)   to determine whether and with what effect a Participant has a
      Termination of Employment;

      (f)   to determine what securities law requirements are applicable to this
      Plan and to require of a Participant that appropriate action be taken with
      respect to such requirements;

      (g)  to require the withholding from a Participant of the amount of any
      federal, state or local taxes as may be necessary in order for the Company
      or an Affiliate to obtain a deduction;

      (h)   to adopt, amend and rescind such rules and regulations as, in its
      opinion, may be advisable in the administration of this Plan; and

      (i)  to appoint and compensate agents, counsel, auditors or other
      specialists to aid it in the discharge of its duties.

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      The Committee shall have the authority to adopt, alter and repeal such
      administrative rules, guidelines and practices governing this Plan as it
      shall, from time to time, deem advisable, to interpret the terms and
      provisions of this Plan (and any agreement) and to otherwise supervise the
      administration of this Plan.  The Committee's policies and procedures may
      differ with respect to different times or to different Participants.

      Any determination made by the Committee pursuant to the provisions of this
      Plan shall be made in its sole discretion.  All decisions made by the
      Committee pursuant to the provisions of this Plan shall be final and
      binding on all persons, including the Company and Participants.  Any
      determination shall not be subject to de novo review if challenged
                                            -------
      in court.

10.2  Finality of Determination.  The determination of the Committee as to any
      disputed questions arising under this Plan, including questions of
      construction and interpretation shall be final, binding, and conclusive
      upon all persons.

10.3  Indemnification and Exculpation.  The Company shall indemnify and hold
      harmless the members of the Committee, the Company's agents, officers,
      directors and employees (other than in their capacity as a Participant or
      Beneficiary) and directors and employees of each Employer (other than in
      their capacity as a Participant or Beneficiary) from and against any and
      all loss, cost, liability, or expense that may be imposed upon or
      reasonably incurred by them in connection with or resulting from any
      claim, action, suit, or proceeding to which they may be a party or in
      which they may be involved by reason of any action taken or failure to
      act under this Plan from and against any and all amounts paid by them in
      settlement (with the Company's written approval) or paid by them in
      satisfaction of a judgment in any such action, suit, or proceeding.  The
      foregoing provision shall not be applicable to any person if the loss,
      cost, liability or expense is due to such person's gross negligence or
      willful misconduct.  This indemnification shall be in addition to, and not
      a limitation upon, any other indemnification to which such persons may be
      entitled pursuant  to the Certificate of Incorporation or Bylaws of the
      Company or otherwise.

10.4  Funding.  The obligation of this Plan is an unsecured obligation of the
      Employer. While all benefits payable under this Plan constitute general
      corporate obligations, the Company may establish a separate irrevocable
      grantor trust for the benefit   of all Participants, which trust shall be
      subject to the claims of the general creditors of the Employer in the
      event of the Employer's insolvency, to be used as a reserve for the
      discharge of the Employer's obligations under this Plan to such
      Participants.  Any payments made to a Participant under the separate trust
      for his or her benefit shall reduce the amount payable to the Participant
      from the general assets of the Employer.  The amounts payable under this
      Plan shall be reflected on the accounting records of the Employer but
      shall not be construed to create or require the creation of a trust,
      custodial, or escrow account, except as described above in this section.
      No Participant (or Beneficiary of a Participant) shall have any right,
      title, or interest whatever in or to any investment reserves, accounts, or
      funds that the Employer may purchase, establish, or accumulate to aid in
      providing benefits under this Plan.  Nothing contained in this Plan, and
      no action taken pursuant to its provisions, shall create a trust or
      fiduciary relationship of any   kind between any Employer, the Committee
      and a Participant, Beneficiary or any other person.  Neither a Participant
      nor a Beneficiary shall acquire any interest greater than that of an
      unsecured creditor.

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<PAGE>

10.5  Corporate Action.  Any action required of or permitted by the Company
      under this Plan may be by resolution of the Committee or by the action of
      the Chief Executive Officer of the Company or his designee.  The Plan and
      actions taken pursuant to the Plan are subject to the articles of
      incorporation and bylaws of the Company and all applicable law.

10.6  Interests Not Transferable.  The interests of the Participants and their
      Beneficiaries under this Plan are not subject to the claims of their
      creditors (or any other sort of claimant) and may not be voluntarily or
      involuntarily transferred, assigned, alienated, encumbered, sold,
      pledged, conveyed, gifted, hypothecated, alienated, or otherwise disposed
      of by them.

10.7  Effect on Other Benefit Plans.  Whether amounts credited or paid under
      this Plan shall be considered to be compensation for the purposes of any
      other employee benefit plan or arrangement, shall be determined pursuant
      to the provisions of such other plan or arrangement.

10.8  Distribution.  The Employer shall deduct from the amount to be distributed
      such  amount as the Employer, in its sole discretion, deems proper to
      protect the Employer against liability in respect of the Participant, and
      out of money so deducted, the Employer may discharge any such liability
      and pay the amount remaining to the Participant, the Beneficiary, or the
      deceased Participant's estate, as the case may be.

10.9  Withholding.  The Employer may withhold whatever taxes (including FICA,
      local, state or federal taxes, domestic or foreign) it, in its sole
      discretion, deems proper to protect the Employer against liability for the
      payment of such withholding taxes and out of the money so deducted, the
      Employer may discharge any such liability.  Withholding for this purpose
      may come from any wages due to the Participant or, if none, from the
      Participant's Account hereunder.  Participants may elect to satisfy the
      withholding requirement, in whole or in part, by having the Company
      withhold shares of Company Stock valued at the Fair Market Value on the
      date the tax is to be determined.  All such elections shall be made in
      writing, signed by the Participant, and shall be subject to any
      restrictions or limitations that the Committee, in its sole discretion,
      deems appropriate.

10.10  Representation.  The Committee shall establish such procedures as it
      deems appropriate for a Participant to designate a Beneficiary to whom any
      amounts payable in the event of the Participant's death are to be paid.

                                       14
<PAGE>

10.11 Controlling Law.  This Plan and actions taken thereunder shall be
      governed by and construed in accordance with the laws of the State of
      Alabama (other than its law respecting choice of law), except to the
      extent the General Corporation Law of the State of Delaware would be
      applicable.  This Plan shall be construed  to comply with all applicable
      law, and to avoid liability to the Company, an Affiliate or a Participant,
      including, without limitation, under Section 16(b) of the Exchange Act.

10.12 Offset. Any amounts owed to the Company or an Affiliate by the
      Participant of whatever nature may be offset by the Company from the value
      of any Common Stock, cash or other thing of value under this Plan to be
      transferred to the Participant, and no Common Stock, cash or other thing
      of value under this Plan shall be transferred unless and until all
      disputes between the Company and the Participant have been fully and
      finally resolved and the Participant has waived all claims to such against
      the Company or an Affiliate.

10.13 Fail-Safe. With respect to an Insider, transactions under this Plan are
      intended to comply with all applicable conditions of Exchange Act Rule
      16b.  To the extent any provision of the Plan or action by the Committee
      or Participant fails to so comply and would result in liability, it shall
      be deemed null and void, to the extent deemed advisable by the Committee.
      Moreover, in the event the Plan does not include a provision, or the
      Committee has not formally taken any action necessary, to avoid liability
      under Section 16 of the Exchange Act, such provision shall be deemed to be
      incorporated by reference into the Plan with respect to Insiders or deemed
      to have been taken by the Committee with respect to Insiders.

10.14 Right to Capitalize.  The grant of an Award shall in no way affect the
      right of the Company to adjust, reclassify, reorganize or otherwise change
      its capital or business structure or to merge, consolidate, dissolve,
      liquidate or sell or transfer all or any part of its business or assets

10.15 Mitigation of Excise Tax.   Subject to any other agreement between the
      Participant and the Company or an Affiliate with respect to excise
      taxes, if any payment or right accruing to a Participant under this Plan
      (without the application of this Section 10.15), either alone or
      together with other payments or rights accruing to the Participant from
      the Company or an Affiliate ("Total Payments") would constitute a
      "parachute payment" (as defined in Section 280G of the Code regulations
      thereunder or under any law with a similar purpose), such payment or right
      shall be reduced to the largest amount or greatest right that will result
      in no portion of the amount payable or right accruing under this Plan
      being subject to an excise tax under Section 4999 of the Code, or under
      any law with a similar purpose or being disallowed as a deduction under
      Section 280G of the Code or under any law with a similar purpose.  The
      determination of whether any reduction in the rights or payments under
      this Plan is to apply shall be made by the Committee in good faith after
      consultation with the Participant, and such determination shall be
      conclusive and binding on the Participant.  The Participant shall
      cooperate in good faith with the Committee in making such determination
      and providing the necessary information for this purpose.  The foregoing
      provisions of this Section 10.15 shall apply with respect to any person
      only if after reduction for any applicable federal excise tax imposed by
      Section 4999 of the Code, or under any law with a similar purpose, and
      federal income tax imposed by the Code, the Total Payments accruing to
      such person would be less than the amount of the Total payments as
      reduced, if applicable, under the foregoing provisions of this Plan and
      after reduction for only federal income taxes.  Notwithstanding the
      foregoing, in the event the Participant is entitled to indemnification in
      respect of excise taxes imposed under the Code, the foregoing provisions
      of this Section 10.15 regarding reduction of any payment or right accruing
      to such Participant shall not apply.

                                       15
<PAGE>

10.16 Rights with Respect to Continuance of Employment.  Nothing contained
      herein shall be deemed to alter the relationship between the Company or an
      Affiliate and a Participant, or the contractual relationship between a
      Participant and the Company or an Affiliate if there is a written contract
      regarding such relationship.   Nothing contained herein shall be construed
      to constitute a contract of employment between the Company or an Affiliate
      and a Participant.  The Company or an Affiliate and each of the
      Participants continue to have the right to terminate the employment or
      service relationship at any time for any reason, except as provided in a
      written contract.  The Company or an Affiliate shall have no obligation to
      retain the Participant in its employ or service as a result of this Plan.
      There shall be no inference as to the length of employment or service
      herein, and the Company or an Affiliate reserves the same rights to
      terminate the Participant's employment or service as existed prior to the
      individual becoming a Participant in this Plan.

10.17 Termination by Affiliate.  Any Affiliate may, by resolution of the board
      of directors of such Affiliate, with the consent of the Board of Directors
      and subject to such conditions as may be imposed by the Board of
      Directors, terminate its participation in this Plan.

10.18 Delay.  If on the Payment Date the Participant is an Insider, any time
      period provided for under this Plan or a Deferral Election shall be
      suspended and delayed to the extent necessary to avoid the imposition of
      liability on the Participant under any law.   The Company shall have the
      right to suspend or delay any time period described in this Plan if the
      Committee shall determine that the action may constitute a violation of
      any law or result in liability under any law to the Company, an Affiliate
      or a stockholder of the Company until such time as the action required or
      permitted shall not constitute a violation of law or result in liability
      to the Company, an Affiliate or a stockholder of the Company.  The
      Committee shall have the discretion to suspend the application of the
      provisions of this Plan to comply with Rule 16b-3 if the Committee shall
      determine that Rule 16b-3 does not apply to this Plan or one or more
      Participants.

10.19 Pooling.  Notwithstanding anything in the Plan to the contrary, if any
      right under this Plan would cause a transaction to be ineligible for
      pooling of interest accounting that would, but for the right hereunder, be
      eligible for such accounting treatment, the Committee may modify or adjust
      the right so that pooling of interest accounting shall be available.

                                       16
<PAGE>

10.20 Facility of Payment.  If a Participant or Beneficiary is declared
      incompetent or is a minor, or a conservator, guardian, or other person
      legally charged with his or her care has been appointed, any benefits to
      which such Participant or Beneficiary is entitled shall be payable to such
      conservator, guardian, or other person legally charged with his or her
      care.  The decision of the Committee in such matters shall be final,
      binding, and conclusive upon all Employers and upon each Participant,
      Beneficiary, and every other person or party interested or concerned.  The
      Company and the Committee shall not be under any duty to see to the proper
      application of such payments.

10.21 Successor.  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 to
      expressly assume and agree to perform the Company's obligations under this
      Plan 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 will be a breach of its obligations
      hereunder and will entitle the Participant to compensation from the
      Company in the same amount and on the same terms as the Participant would
      be entitled to hereunder if a Change in Control had taken place.

10.22 Gender and Number.  Except when the context indicates to the contrary,
      when used herein, masculine terms shall be deemed to include the feminine,
      and singular the plural.

10.23 Invalidity of Certain Provisions.  If any provision of this Plan shall be
      held invalid or unenforceable, such invalidity or unenforceability shall
      not affect any other provisions hereof and this Plan shall be construed
      and enforced as if such provisions, to the extent invalid or
      unenforceable, had not been included.

10.24 Headings.  The headings or articles are included solely for convenience
      of reference, and if there is any conflict between such headings and the
      text of this Plan, the text shall control.

10.25 Notice and Information Requirements. Except as otherwise provided in this
      Plan or as otherwise required by law, the Employer shall have no duty or
      obligation to affirmatively disclose to any Participant or Beneficiary,
      nor shall any Participant or Beneficiary have any right to be advised of,
      any material information regarding the Employer, at any time prior to,
      upon or in connection with any crediting or debiting (or decision
      regarding the crediting or debiting) of any Company Stock to any Account.

10.26 Expenses.  The expenses of administering the Plan shall be borne by the
      Company, except that the Committee may cause expenses or charges in
      respect of Company Stock to be charged to the Accounts.



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