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                                                                   EXHIBIT 10-p
 
 
                             AMSOUTH BANCORPORATION
 
                   1996 LONG TERM INCENTIVE COMPENSATION PLAN
                                    CONTENTS
 
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                                                                            PAGE
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Article 1.  Establishment, Objectives, and Duration........................ A-2
Article 2.  Definitions.................................................... A-2
Article 3.  Administration................................................. A-4
Article 4.  Shares Subject to the Plan and Maximum Awards.................. A-4
Article 5.  Eligibility and Participation.................................. A-5
Article 6.  Stock Options.................................................. A-5
Article 7.  Stock Appreciation Rights...................................... A-6
Article 8.  Restricted Stock............................................... A-6
Article 9.  Performance Measures........................................... A-7
Article 10. Beneficiary Designation........................................ A-8
Article 11. Deferrals...................................................... A-8
Article 12. Rights of Employees............................................ A-8
Article 13. Change in Control.............................................. A-8
Article 14. Amendment, Modification, and Termination....................... A-8
Article 15. Withholding.................................................... A-9
Article 16. Indemnification................................................ A-9
Article 17. Successors..................................................... A-9
Article 18. Legal Construction............................................. A-9
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 ARTICLE 1. ESTABLISHMENT, OBJECTIVES, AND DURATION
 1.1. ESTABLISHMENT OF THE PLAN. AmSouth Bancorporation, a Delaware
corporation (hereinafter referred to as the "Company"), hereby establishes an
incentive compensation plan to be known as the "AmSouth Bancorporation 1996
Long Term Incentive Compensation Plan" (hereinafter referred to as the
"Plan"), as set forth in this document. The Plan permits the grant of
Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation
Rights, and Restricted Stock.
 Subject to approval by the Company's stockholders, the Plan shall become
effective as of April 18, 1996 (the "Effective Date") and shall remain in
effect as provided in Section 1.3 hereof.
 1.2. OBJECTIVES OF THE PLAN. The objectives of the Plan are to optimize the
profitability and growth of the Company through incentives which are
consistent with the Company's objectives and which link the interests of
Participants to those of the Company's stockholders; to provide Participants
with an incentive for excellence in individual performance; and to promote
teamwork among Participants.
 The Plan is further intended to provide flexibility to the Company in its
ability to motivate, attract, and retain the services of Participants who make
significant contributions to the Company's success and to allow Participants
to share in the success of the Company.
 1.3. DURATION OF THE PLAN. The Plan shall commence on the Effective Date, as
described in Section 1.1 hereof, and shall remain in effect, subject to the
right of the Board of Directors to amend or terminate the Plan at any time
pursuant to Article 14 hereof, until all Shares subject to it shall have been
purchased or acquired according to the Plan's provisions. However, in no event
may an Award be granted under the Plan on or after April 18, 2006.
 
 ARTICLE 2. DEFINITIONS
 Whenever used in the Plan, the following terms shall have the meanings set
forth below, and when the meaning is intended, the initial letter of the word
shall be capitalized:
 2.1. "AWARD" means, individually or collectively, a grant under this Plan of
Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation
Rights, or Restricted Stock.
 2.2. "AWARD AGREEMENT" means an agreement entered into by the Company and
each Participant setting forth the terms and provisions applicable to Awards
granted under this Plan.
 2.3. "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.
 2.4. "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the
Company.
 2.5. "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 Participant to substantially
       perform his duties (other than any such failure resulting from the
       Participant's Disability), after a written demand for substantial
       performance is delivered by the Committee to the Participant that
       specifically identifies the manner in which the Committee believes that
       the Participant has not substantially performed his duties, and the
       Participant has failed to remedy the situation within thirty (30)
       calendar days of receiving such notice; or
  (ii) The Participant's conviction for committing an act of fraud,
       embezzlement, theft, or another act constituting a felony; or
 (iii) The willful engaging by the Participant in gross misconduct materially
       and demonstrably injurious to the Company, as determined by the
       Committee. However, no act or failure to act, on the Participant's part
       shall be considered "willful" unless done, or omitted to be done, by
       the Participant not in good faith and without reasonable belief that
       his action or omission was in the best interest of the Company.
 2.6. "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:
 (a) 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) 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
 (b) During any period of two (2) consecutive years (not including any period
     prior to the Effective Date), 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
 (c) The stockholders of the Company approve: (i) a plan of complete
     liquidation of the Company; or (ii) an agreement for the sale or
     disposition of all or substantially all the Company's assets; or (iii) a
     merger, consolidation, or reorganization of the Company with
 
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   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.
    However, in no event shall a Change in Control be deemed to have occurred,
   with respect to the Participant, if the Participant is part of a purchasing
   group which consummates the Change-in-Control transaction. The Participant
   shall be deemed "part of a purchasing group" for purposes of the preceding
   sentence if the Participant 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).
 2.7. "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.
 2.8. "COMMITTEE" means the Executive Compensation and Benefits Committee of
the Board, as specified in Article 3 herein, or such other Committee appointed
by the Board to administer the Plan with respect to grants of Awards.
 2.9. "COMPANY" means AmSouth Bancorporation, and also means any corporation
of which a majority of the voting capital stock is owned directly or
indirectly by AmSouth Bancorporation or by any of its Subsidiaries, and any
other corporation designated by the Committee as being a Company hereunder
(but only during the period of such ownership or designation).
 2.10. "COVERED EMPLOYEE" means a Participant who, as of the date of vesting
and/or payout of an Award, as applicable, is one of the group of "covered
employees," as defined in the regulations promulgated under Code Section
162(m), or any successor statute.
 2.11. "DIRECTOR" means any individual who is a member of the Board of
Directors of the Company.
 2.12. "DISABILITY" as applied to a Participant, means that the Participant
(i) has established to the satisfaction of the Committee that the Participant
is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
last for a continuous period of not less than 12 months (all within the
meaning of Section 22(e) (3) of the Code), and (ii) has satisfied any
requirement imposed by the Committee in regard to evidence of such disability.
 2.13. "EFFECTIVE DATE" shall have the meaning ascribed to such term in
Section 1.1 hereof.
 2.14. "EMPLOYEE" means any key officer or employee of the Company. Directors
who are not employed by the Company shall not be considered Employees under
this Plan.
 2.15. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor act thereto.
 2.16. "FAIR MARKET VALUE" shall be determined on the basis of the closing
sale price on the principal securities exchange on which the Shares 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.
 2.17. "FREESTANDING SAR" means an SAR that is granted independently of any
Options, as described in Article 7 herein.
 2.18. "INCENTIVE STOCK OPTION" or "ISO" means an option to purchase Shares
granted under Article 6 herein and which is designated as an Incentive Stock
Option and which is intended to meet the requirements of Code Section 422.
 2.19. "INSIDER" shall mean an individual who is, on the relevant date, an
officer, director or ten percent (10%) beneficial owner of any class of the
Company's equity securities that is registered pursuant to Section 12 of the
Exchange Act, all as defined under Section 16 of the Exchange Act.
 2.20. "NONEMPLOYEE DIRECTOR" means an individual who is a member of the Board
of Directors of the Company but who is not an Employee of the Company.
 2.21. "NONQUALIFIED STOCK OPTION" or "NQSO" means an option to purchase
Shares granted under Article 6 herein and which is not intended to meet the
requirements of Code Section 422.
 2.22. "OPTION" means an Incentive Stock Option or a Nonqualified Stock
Option, as described in Article 6 herein.
 2.23. "OPTION PRICE" means the price at which a Share may be purchased by a
Participant pursuant to an Option.
 2.24. "PARTICIPANT" means an Employee who has outstanding an Award granted
under the Plan. The term "Participant" shall not include Nonemployee
Directors.
 2.25. "PERFORMANCE-BASED EXCEPTION" means the performance-based exception
from the tax deductibility limitations of Code Section 162(m).
 2.26. "PERIOD OF RESTRICTION" means the period during which the transfer of
Shares of Restricted Stock is limited in some way (based on the passage of
time, the achievement of performance objectives, or upon the occurrence of
other events as determined by the Committee, at its discretion), and the
Shares of Restricted Stock are subject to a substantial risk of forfeiture, as
provided in Article 8 herein.
 2.27. "PERSON" shall have the meaning ascribed to such
 
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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) thereof.
 2.28. "RESTRICTED STOCK" means an Award granted to a Participant pursuant to
Article 8 herein.
 2.29. "RETIREMENT" as applied to a Participant, means the Participant's
termination of employment in a manner which qualifies the Participant to
receive immediately payable retirement benefits under the AmSouth
Bancorporation Retirement Plan, under the successor or replacement of such
Retirement Plan if it is then no longer in effect, or under any other
retirement plan maintained or adopted by the Company which is determined by
the Committee to be the functional equivalent of such Retirement Plan.
 2.30. "SHARES" means common stock of AmSouth Bancorporation, par value $1.00
per share.
 2.31. "STOCK APPRECIATION RIGHT" or "SAR" means an Award, granted alone or in
connection with a related Option, designated as an SAR, pursuant to the terms
of Article 7 herein.
 2.32. "SUBSIDIARY" means any corporation, partnership, joint venture or other
entity in which the Company has a majority voting interest.
 2.33. "TANDEM SAR" means an SAR that is granted in connection with a related
Option pursuant to Article 7 herein, the exercise of which shall require
forfeiture of the right to purchase a Share under the related Option (and when
a Share is purchased under the Option, the Tandem SAR shall similarly be
canceled).
 
 ARTICLE 3. ADMINISTRATION
 3.1. THE COMMITTEE. The Plan shall be administered by the Committee of the
Board, or by any other Committee appointed by the Board, which Committee shall
satisfy the "disinterested administration" rules of Rule 16b-3 under the
Exchange Act, or any successor provision. The members of the Committee shall
be appointed from time to time by, and shall serve at the discretion of, the
Board of Directors.
 3.2. AUTHORITY OF THE COMMITTEE. Except as limited by law or by the
Certificate of Incorporation or Bylaws of the Company, and subject to the
provisions herein, including Section 3.4, the Committee shall have full power
to select Employees who shall participate in the Plan; determine the sizes and
types of Awards; determine the terms and conditions of Awards in a manner
consistent with the Plan; construe and interpret the Plan and any agreement or
instrument entered into under the Plan as they apply to Employees; establish,
amend, or waive rules and regulations for the Plan's administration as they
apply to Employees; and (subject to the provisions of Article 14 herein) amend
the terms and conditions of any outstanding Award to the extent such terms and
conditions are within the discretion of the Committee as provided in the Plan.
Further, the Committee shall make all other determinations which may be
necessary or advisable for the administration of the Plan, as the Plan applies
to Employees. As permitted by law, the Committee may delegate its authority as
identified herein.
 3.3. DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders and
resolutions of the Board shall be final, conclusive and binding on all
persons, including the Company, its stockholders, Employees, Participants, and
their estates and beneficiaries.
 3.4. GRANTS TO NON-INSIDERS BY CHIEF EXECUTIVE OFFICER. To the extent
permissible under governing rules and regulations, and, in particular, Section
141(c) of the General Corporation Law of Delaware, the Chief Executive Officer
of the Company shall have the authority to make and administer grants of
Awards under this Plan to non-Insiders upon such terms and conditions as the
Chief Executive Officer shall determine; provided, however, that the total
number of Awards granted by the Chief Executive Officer each year shall be
subject to approval by the Committee.

 ARTICLE 4. SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS
 4.1. NUMBER OF SHARES AVAILABLE FOR GRANTS. Subject to adjustment as provided
in Section 4.3 herein, the number of Shares hereby reserved for issuance to
Participants under the Plan shall be two million, seven hundred fifty thousand
(2,750,000).
 Notwithstanding the foregoing, the maximum number of Shares of Restricted
Stock granted pursuant to Article 8 herein shall be an amount equal to thirty
percent (30%) of the total number of Shares reserved for issuance under the
Plan.
 Unless and until the Committee determines that an Award to a Covered Employee
shall not be designed to comply with the Performance-Based Exception, the
maximum aggregate number of Shares that may be granted or that may vest, as
applicable, pursuant to any Award granted in any one fiscal year to any single
Covered Employee shall be two hundred fifty thousand (250,000).
 4.2. LAPSED AWARDS. If any Award granted under this Plan is canceled,
terminates, expires, or lapses for any reason (with the exception of the
termination of a Tandem SAR upon exercise of the related Option, or the
termination of a related Option upon exercise of the corresponding Tandem
SAR), any Shares subject to such Award again shall be available for the grant
of an Award under the Plan.
 4.3. ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any change in
corporate capitalization, such as a stock split, or a corporate transaction,
such as any merger, consolidation, separation, including a spin-off, or other
distribution of stock or property of the Company, any reorganization (whether
or not such reorganization comes within the definition of such term in Code
Section 368) or any partial or complete liquidation of the Company, such
adjustment shall be made in
 
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the number and class of Shares which may be delivered under Section 4.1, in
the number and class of and/or price of Shares subject to outstanding Awards
granted under the Plan, and in the Award limits set forth in Section 4.1, as
may be determined to be appropriate and equitable by the Committee, in its
sole discretion, to prevent dilution or enlargement of rights; provided,
however, that the number of Shares subject to any Award shall always be a
whole number.
 
 ARTICLE 5. ELIGIBILITY AND PARTICIPATION
 5.1. ELIGIBILITY. Persons eligible to participate in this Plan include all
Employees of the Company, including Employees who are members of the Board.
 5.2. ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the
Committee may, from time to time, select from all eligible Employees, those to
whom Awards shall be granted and shall determine the nature and amount of each
Award.
 
 ARTICLE 6. STOCK OPTIONS
 6.1. GRANT OF OPTIONS. Subject to the terms and provisions of the Plan,
Options may be granted to Participants in such number, and upon such terms,
and at any time and from time to time as shall be determined by the Committee.
 6.2. AWARD AGREEMENT. Each Option grant shall be evidenced by an Award
Agreement that shall specify the Option Price, the duration of the Option, the
number of Shares to which the Option pertains, and such other provisions as
the Committee shall determine. The Award Agreement also shall specify whether
the Option is intended to be an ISO within the meaning of Code Section 422, or
an NQSO whose grant is intended not to fall under the provisions of Code
Section 422.
 6.3. OPTION PRICE. The Option Price for each grant of an Option under this
Plan shall be at least equal to one hundred percent (100%) of the Fair Market
Value of a Share on the date the Option is granted.
 6.4. DURATION OF OPTIONS. Each Option granted to an Employee shall expire at
such time as the Committee shall determine at the time of grant; provided,
however, that no Option shall be exercisable later than the tenth (10th)
anniversary date of its grant.
 6.5. DIVIDEND EQUIVALENTS. The Committee may grant dividend equivalents in
connection with Options granted under this Plan. Such dividend equivalents may
be payable in cash or in Shares, upon such terms as the Committee, in its sole
discretion, deems appropriate.
 6.6. EXERCISE OF OPTIONS. Options granted under this Article 6 shall be
exercisable at such times and be subject to such restrictions and conditions
as the Committee shall in each instance approve, which need not be the same
for each grant or for each Participant.
 6.7. PAYMENT. Options granted under this Article 6 shall be exercised by the
delivery of a written notice of exercise to the Company, setting forth the
number of Shares with respect to which the Option is to be exercised,
accompanied by full payment for the Shares.
 The Option Price upon exercise of any Option shall be payable to the Company
in full either: (a) in cash or its equivalent, or (b) if permitted in the
governing Award Agreement, by tendering previously acquired Shares having an
aggregate Fair Market Value at the time of exercise equal to the total Option
Price, or (c) if permitted in the governing Award Agreement, by a combination of
(a) and (b).
 The Committee also may allow cashless exercise as permitted under Federal
Reserve Board's Regulation T, subject to applicable securities law
restrictions, or by any other means which the Committee determines to be
consistent with the Plan's purpose and applicable law.
 As soon as practicable after receipt of a written notification of exercise
and full payment, the Company shall deliver to the Participant, in the
Participant's name, Share certificates in an appropriate amount based upon the
number of Shares purchased under the Option(s).
 6.8. RESTRICTIONS ON SHARE TRANSFERABILITY. The Committee may impose such
restrictions on any Shares acquired pursuant to the exercise of an Option
granted under this Article 6 as it may deem advisable, including, without
limitation, restrictions under applicable federal securities laws, under the
requirements of any stock exchange or market upon which such Shares are then
listed and/or traded, and under any blue sky or state securities laws
applicable to such Shares.
 6.9. TERMINATION OF EMPLOYMENT. Each Option, to the extent it has not been
previously exercised, shall terminate upon the earliest to occur of: (i) the
expiration of the Option period set forth in the Option Award Agreement; (ii)
for ISOs, the expiration of three (3) months following the Participant's
Retirement (following the Participant's Retirement, NQSOs shall terminate upon
the expiration of the Option period set forth in the Option Award Agreement);
(iii) the expiration of twelve (12) months following the Participant's death
or Disability; (iv) immediately upon termination for Cause; or (v) the
expiration of thirty (30) days following the Participant's termination of
employment for any reason other than Cause, Change in Control, death,
Disability, or Retirement. Upon a termination of employment related to a
Change in Control, Options shall be treated in the manner set forth in Article
13.
 6.10. NONTRANSFERABILITY OF OPTIONS.
 (a) INCENTIVE STOCK OPTIONS. No ISO granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. Further, all ISOs
granted to a Participant under the Plan shall be exercisable during his or her
lifetime only by such Participant.
 
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 (b) NONQUALIFIED STOCK OPTIONS. Except as otherwise provided in a
Participant's Award Agreement, no NQSO granted under this Article 6 may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further, except
as otherwise provided in a Participant's Award Agreement, all NQSOs granted to
a Participant under this Article 6 shall be exercisable during his or her
lifetime only by such Participant.
 
 ARTICLE 7. STOCK APPRECIATION RIGHTS
 7.1. GRANT OF SARS. Subject to the terms and conditions of the Plan, SARs may
be granted to Participants at any time and from time to time as shall be
determined by the Committee. The Committee may grant Freestanding SARs, Tandem
SARs, or any combination of these forms of SAR.
 The Committee shall have complete discretion in determining the number of
SARs granted to each Participant (subject to Article 4 herein) and, consistent
with the provisions of the Plan, in determining the terms and conditions
pertaining to such SARs.
 The grant price of a Freestanding SAR shall equal the Fair Market Value of a
Share on the date of grant of the SAR. The grant price of Tandem SARs shall
equal the Option Price of the related Option.
 7.2. EXERCISE OF TANDEM SARS. Tandem SARs may be exercised for all or part of
the Shares subject to the related Option upon the surrender of the right to
exercise the equivalent portion of the related Option. A Tandem SAR may be
exercised only with respect to the Shares for which its related Option is then
exercisable.
 Notwithstanding any other provision of this Plan to the contrary, with
respect to a Tandem SAR granted in connection with an ISO: (i) the Tandem SAR
will expire no later than the expiration of the underlying ISO; (ii) the value
of the payout with respect to the Tandem SAR may be for no more than one
hundred percent (100%) of the difference between the Option Price of the
underlying ISO and the Fair Market Value of the Shares subject to the
underlying ISO at the time the Tandem SAR is exercised; and (iii) the Tandem
SAR may be exercised only when the Fair Market Value of the Shares subject to
the ISO exceeds the Option Price of the ISO.
 7.3. EXERCISE OF FREESTANDING SARS. Freestanding SARs may be exercised upon
whatever terms and conditions the Committee, in its sole discretion, imposes
upon them.
 7.4. SAR AGREEMENT. Each SAR grant shall be evidenced by an Award Agreement
that shall specify the grant price, the term of the SAR, and such other
provisions as the Committee shall determine.
 7.5. TERM OF SARS. The term of an SAR granted under the Plan shall be
determined by the Committee, in its sole discretion; provided, however, that
such term shall not exceed ten (10) years.
 7.6. PAYMENT OF SAR AMOUNT. Upon exercise of an SAR, a Participant shall be
entitled to receive payment from the Company in an amount determined by
multiplying:
 (a) The difference between the Fair Market Value of a Share on the date of
     exercise over the grant price; by
 (b) The number of Shares with respect to which the SAR is exercised.
 At the discretion of the Committee, the payment upon SAR exercise may be in
cash, in Shares of equivalent value, or in some combination thereof.
 7.7. RULE 16B-3 REQUIREMENTS. Notwithstanding any other provision of the
Plan, the Committee may impose such conditions on exercise of an SAR
(including, without limitation, the right of the Committee to limit the time
of exercise to specified periods) as may be required to satisfy the
requirements of Section 16 of the Exchange Act (or any successor rule).
 7.8. TERMINATION OF EMPLOYMENT. Each SAR Award Agreement shall set forth the
extent to which the Participant shall have the right to exercise the SAR
following termination of the Participant's employment with the Company. Such
provisions shall be determined in the sole discretion of the Committee, shall
be included in the Award Agreement entered into with Participants, need not be
uniform among all SARs issued pursuant to the Plan, and may reflect
distinctions based on the reasons for termination of employment.
 7.9. NONTRANSFERABILITY OF SARS. Except as otherwise provided in a
Participant's Award Agreement, no SAR granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. Further, except as
otherwise provided in a Participant's Award Agreement, all SARs granted to a
Participant under the Plan shall be exercisable during his or her lifetime
only by such Participant.
 
 ARTICLE 8. RESTRICTED STOCK
 8.1. GRANT OF RESTRICTED STOCK. Subject to the terms and provisions of the
Plan, the Committee, at any time and from time to time, may grant Shares of
Restricted Stock to Participants in such amounts as the Committee shall
determine. Without limiting the generality of the foregoing, Restricted Shares
may be granted in connection with payouts under other compensation programs of
the Company.
 8.2. RESTRICTED STOCK AGREEMENT. Each Restricted Stock grant shall be
evidenced by a Restricted Stock Award Agreement that shall specify the
Period(s) of Restriction, the number of Shares of Restricted Stock granted,
and such other provisions as the Committee shall determine.
 8.3. TRANSFERABILITY. Except as provided in this Article 8, the Shares of
Restricted Stock granted herein may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated until the end of the
applicable Period of Restriction established by the Committee and specified in
the Restricted Stock Award Agreement, or upon earlier

 
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satisfaction of any other conditions, as specified by the Committee in its
sole discretion and set forth in the Restricted Stock Award Agreement. All
rights with respect to the Restricted Stock granted to a Participant under the
Plan shall be available during his or her lifetime only to such Participant.
 8.4. OTHER RESTRICTIONS. Subject to Article 9 herein, the Committee shall
impose such other conditions and/or restrictions on any Shares of Restricted
Stock granted pursuant to the Plan as it may deem advisable including, without
limitation, a requirement that Participants pay a stipulated purchase price
for each Share of Restricted Stock, restrictions based upon the achievement of
specific performance objectives (Company-wide, business unit, and/or
individual), time-based restrictions on vesting following the attainment of
the performance objectives, and/or restrictions under applicable federal or
state securities laws.
 At the discretion of the Committee, the Company may retain the certificates
representing Shares of Restricted Stock in the Company's possession until such
time as all conditions and/or restrictions applicable to such Shares have been
satisfied.
 Except as otherwise provided in this Article 8, Shares of Restricted Stock
covered by each Restricted Stock grant made under the Plan shall become freely
transferable by the Participant after the last day of the applicable Period of
Restriction.
 8.5. VOTING RIGHTS. During the Period of Restriction, Participants holding
Shares of Restricted Stock granted hereunder may exercise full voting rights
with respect to those Shares.
 8.6. DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of Restriction,
Participants holding Shares of Restricted Stock granted hereunder may be
credited with regular cash dividends paid with respect to the underlying
Shares while they are so held. Such dividends may be paid currently, accrued
as contingent cash obligations, or converted into additional shares of
Restricted Stock, upon such terms as the Committee establishes.
 The Committee may apply any restrictions to the dividends that the Committee
deems appropriate. Without limiting the generality of the preceding sentence,
if the grant or vesting of Restricted Shares granted to a Covered Employee is
designed to comply with the requirements of the Performance-Based Exception,
the Committee may apply any restrictions it deems appropriate to the payment
of dividends declared with respect to such Restricted Shares, such that the
dividends and/or the Restricted Shares maintain eligibility for the
Performance-Based Exception.
 In the event that any dividend constitutes a "derivative security" or an
"equity security" pursuant to Rule 16(a) under the Exchange Act, such dividend
shall be subject to a vesting period equal to the remaining vesting period of
the Shares of Restricted Stock with respect to which the dividend is paid.
 8.7. TERMINATION OF EMPLOYMENT. Upon a Participant's death, Disability, or
Retirement, all Restricted Shares shall vest immediately subject to any
limitations under Code Section 162(m). Each Restricted Stock Award Agreement
shall set forth the extent to which the Participant shall have the right to
retain unvested Restricted Shares following termination of the Participant's
employment with the Company in all other circumstances. Such provisions shall
be determined in the sole discretion of the Committee, shall be included in
the Award Agreement entered into with each Participant, need not be uniform
among all Shares of Restricted Stock issued pursuant to the Plan, and may
reflect distinctions based on the reasons for termination of employment;
provided, however, that, except in the cases of terminations connected with a
Change in Control and terminations by reason of death or Disability, the
vesting of Shares of Restricted Stock which qualify for the Performance-Based
Exception and which are held by Covered Employees shall occur at the time they
otherwise would have, but for the employment termination.
 
 ARTICLE 9. PERFORMANCE MEASURES
 Unless and until the Committee proposes for stockholder vote and stockholders
approve a change in the general performance measures set forth in this Article
9, the attainment of which may determine the degree of payout and/or vesting
with respect to Awards to Covered Employees which are designed to qualify for
the Performance-Based Exception, the performance measure(s) to be used for
purposes of such grants shall be chosen from among the following alternatives:
  (a) Net Income;
  (b) Return on Equity;
  (c) Earnings per Share;
  (d) Return on Assets;
  (e) Total Shareholder Return; and
  (f) Return on Investment.
 Subject to the terms of the Plan, each of these measures shall be defined by
the Committee on a corporation or subsidiary basis or in comparison with peer
group performance, and may include or exclude specified extraordinary items,
as determined by the Company's auditors.
 The Committee shall have the discretion to adjust the determinations of the
degree of attainment of the preestablished performance objectives; provided,
however, that Awards which are designed to qualify for the Performance-Based
Exception, and which are held by Covered Employees, may not be adjusted upward
(the Committee shall retain the discretion to adjust such Awards downward).
 In the event that applicable tax and/or securities laws change to permit
Committee discretion to alter the governing performance measures without
obtaining stockholder approval of such changes, the Committee shall have sole
discretion to make such changes without obtaining
 
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stockholder approval. In addition, in the event that the Committee determines
that it is advisable to grant Awards which shall not qualify for the
Performance-Based Exception, the Committee may make such grants without
satisfying the requirements of Code Section 162(m).
 
 ARTICLE 10. BENEFICIARY DESIGNATION
 Each Participant under the Plan may, from time to time, name any beneficiary
or beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid in case of his or her death before he or
she receives any or all of such benefit. Each such designation shall revoke
all prior designations by the same Participant, shall be in a form prescribed
by the Company, and will be effective only when filed by the Participant in
writing with the Company during the Participant's lifetime. In the absence of
any such designation, benefits remaining unpaid at the Participant's death
shall be paid to the Participant's estate.
 
 ARTICLE 11. DEFERRALS
 The Committee may permit or require a Participant to defer such Participant's
receipt of the payment of cash or the delivery of Shares that would otherwise
be due to such Participant by virtue of the exercise of an Option or SAR, the
lapse or waiver of restrictions with respect to Restricted Stock, or the
satisfaction of any requirements or objectives with respect to Performance
Units/Shares. If any such deferral election is required or permitted, the
Committee shall, in its sole discretion, establish rules and procedures for
such payment deferrals.
 
 ARTICLE 12. RIGHTS OF EMPLOYEES
 12.1. EMPLOYMENT. Nothing in the Plan shall interfere with or limit in any
way the right of the Company to terminate any Participant's employment at any
time, nor confer upon any Participant any right to continue in the employ of
the Company.
 12.2. PARTICIPATION. No Employee shall have the right to be selected to
receive an Award under this Plan, or, having been so selected, to be selected
to receive a future Award.
 
 ARTICLE 13. CHANGE IN CONTROL
 13.1. TREATMENT OF OUTSTANDING AWARDS. Upon the occurrence of a Change in
Control, unless otherwise specifically prohibited under applicable laws, or by
the rules and regulations of any governing governmental agencies or national
securities exchanges:
 (a) Any and all Options and SARs granted hereunder shall become immediately
     exercisable, and shall remain exercisable throughout their entire term;
     and
 (b) Any restriction periods and restrictions imposed on Shares of Restricted
     Stock shall lapse; provided, however, that the degree of vesting
     associated with Restricted Stock which has been conditioned upon the
     achievement of performance conditions pursuant to Section 8.4 herein
     shall be determined in the manner set forth in Section 8.7 herein.
 13.2. TERMINATION, AMENDMENT, AND MODIFICATIONS OF CHANGE-IN-CONTROL
PROVISIONS. Notwithstanding any other provision of this Plan or any Award
Agreement provision, the provisions of this Article 13 may not be terminated,
amended, or modified on or after the date of a Change in Control to affect
adversely any Award theretofore granted under the Plan without the prior
written consent of the Participant with respect to said Participant's
outstanding Awards.
 
 ARTICLE 14. AMENDMENT, MODIFICATION, AND TERMINATION
 14.1. AMENDMENT, MODIFICATION, AND TERMINATION. Subject to Section 13.2
herein, the Board may at any time and from time to time, alter, amend, suspend
or terminate the Plan in whole or in part; provided, however, that no
amendment which requires stockholder approval in order for the Plan to
continue to comply with Rule 16b-3 under the Exchange Act, including any
successor to such Rule, shall be effective unless such amendment shall be
approved by the requisite vote of stockholders of the Company entitled to vote
thereon.
 The Committee shall not have the authority to cancel outstanding Awards and
issue substitute Awards in replacement thereof.
 14.2. ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual
or nonrecurring events (including, without limitation, the events described in
Section 4.3 hereof) affecting the Company or the financial statements of the
Company or of changes in applicable laws, regulations, or accounting
principles, whenever the Committee determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan; provided,
however, that Awards which are designed to qualify for the Performance-Based
Exception, and which are held by Covered Employees, may only be adjusted to
the extent permissible under Code Section 162(m).
 14.3. AWARDS PREVIOUSLY GRANTED. No termination, amendment, or modification
of the Plan shall adversely affect in any material way any Award previously
granted under the Plan, without the written consent of the Participant holding
such Award.
 14.4. COMPLIANCE WITH CODE SECTION 162(M). At all times when Code Section
162(m) is applicable, all Awards granted under this Plan shall comply with the
requirements of Code Section 162(m); provided, however, that in the event the
Committee determines that such compliance is not
 
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<PAGE>
 
 
desired with respect to any Award or Awards available for grant under the
Plan, then compliance with Code Section 162(m) will not be required. In
addition, in the event that changes are made to Code Section 162(m) to permit
greater flexibility with respect to any Award or Awards available under the
Plan, the Committee may, subject to this Article 14, make any adjustments it
deems appropriate.
 
 ARTICLE 15. WITHHOLDING
 15.1. TAX WITHHOLDING. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an
amount sufficient to satisfy federal, state, and local taxes, domestic or
foreign, required by law or regulation to be withheld with respect to any
taxable event arising as a result of this Plan.
 15.2. SHARE WITHHOLDING. With respect to withholding required upon the
exercise of Options or SARs, upon the lapse of restriction on restricted Stock,
or upon any other taxable Participants may elect to satisfy the withholding
requirement, in whole or in part by having the Company withhold Shares having a
Fair Market Value on the date the tax is to be determined up to the maximum
statutory federal tax which could be withheld on the transaction. All such
elections shall be made in writing, signed by Participant, and shall to any
restrictions or limitations that age Committee, in its sole discretion, deems
appropriate.
 
 ARTICLE 16. INDEMNIFICATION
 Each person who is or shall have been a member of the Committee, or of the
Board, shall be indemnified and held harmless by the Company against and from
any loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action,
suit, or proceeding to which he or she may be a party or in which he or she
may be involved by reason of any action taken or failure to act under the Plan
and against and from any and all amounts paid by him or her in settlement
thereof, with the Company's approval, or paid by him or her in satisfaction of
any judgement in any such action, suit, or proceeding against him or her,
provided he or she shall give the Company an opportunity, at its own expense,
to handle and defend the same before he or she undertakes to handle and defend
it on his or her own behalf. The foregoing right of indemnification shall not
be exclusive of any other rights of indemnification to which such persons may
be entitled under the Company's Certificate of Incorporation or Bylaws, as a
matter of law, or otherwise, or any power that the Company may have to
indemnify them or hold them harmless.
 
 ARTICLE 17. SUCCESSORS
 All obligations of the Company under the Plan with respect to Awards granted
hereunder shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase, of
all or substantially all of the business and/or assets of the Company, or a
merger, consolidation, or otherwise.
 
 ARTICLE 18. LEGAL CONSTRUCTION
 18.1. 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.
 18.2. SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.
 18.3. REQUIREMENTS OF LAW. The granting of Awards and the issuance of Shares
under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.
 18.4. SECURITIES LAW COMPLIANCE. With respect to Insiders, transactions under
this Plan are intended to comply with all applicable conditions of Rule 16b-3
or its successors under the Exchange Act. To the extent any provision of the
Plan or action by the Committee fails to so comply, it shall be deemed null
and void, to the extent permitted by law and deemed advisable by the
Committee.
 18.5. GOVERNING LAW. To the extent not preempted by federal law, the Plan,
and all agreements hereunder, shall be construed in accordance with and
governed by the laws of the state of Alabama.
 
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