Employee Stock Purchase Plan

EXHIBIT 10-r


STOCK PURCHASE PLAN

This booklet (excluding the Table of Contents) constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. AmSouth Bancorporation is sometimes referred to herein as " AmSouth" or " the Company." The following, in question and answer form, are the provisions of the AmSouth Bancorporation Employee Stock Purchase Plan. The Plan was originally adopted in 1986 and 600,000 shares of AmSouth Bancorporation Common Stock were authorized for issuance pursuant to the Plan. The number of shares authorized for issuance under the Plan has been increased from time to time. The Plan was amended and restated effective January 1, 2000. While the Plan is expected to be of long-term and indefinite duration, the Company may from time to time modify, amend or terminate the Plan, without prior notice.

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I. PURPOSE

A. What is the purpose of the Employee Stock Purchase Plan?

11-1

II. ADVANTAGES

A. What are the advantages of the Plan?

11-1

III. PARTICIPATION

A. Who is eligible to participate?

11-2

B. How do I become a participant?

11-2

IV. PURCHASES

A. How may I purchase shares of stock under the Plan?

11-2

B. When may I purchase shares of stock under the Plan?

11-2

C. How many shares of AmSouth stock may I purchase under the Plan?

11-2

D. Is there a minimum number of shares which must be purchased under the Plan?

11-3

E. Are there any additional restrictions on my purchases under the Plan?

11-3

F. May I purchase shares for someone else?

11-3

G. May I purchase shares if I am on an approved leave of absence from AmSouth?

11-3

H. How can I keep track of my purchases and payroll deductions?

11-3

V. PURCHASE PRICE

A. What is the Purchase Price of shares of AmSouth stock under the Plan?

11-3

B. Are participants charged any fees in connection with purchases under the Plan?

11-3

VI. AMSOUTH MATCHING CONTRIBUTIONS

A. How much will the Company' s matching contribution be?

11-3

VII. STOCK CERTIFICATES

A. Will certificates be issued for shares of stock purchased under the Plan?

11-4

B. When will stock certificates for stock purchased under the Plan be delivered?

11-4

VIII. CERTAIN SHAREHOLDER RIGHTS

A. Will I be able to receive dividends on shares purchased under the Plan?

11-4

B. Can I sell the shares purchased under the Plan?

11-4

C. Will I be able to vote my shares?

11-4

IX. TERMINATION AS A PARTICIPANT

A. How may I withdraw from the Plan or terminate as a Participant?

11-4

X. OTHER INFORMATION

A. What is the source of shares purchased under the Plan?

11-4

B. What is the responsibility of the Company under the Plan?

11-4

C. May the Plan be changed or discontinued?

11-5

XI. SUPPLEMENTAL INFORMATION

A. General

11-5

B. Tax Consequences

11-5

C. Administration of the Plan

11-5

D. ERISA

11-5

I. PURPOSE A. What is the purpose of the Employee Stock Purchase Plan?


This Plan has been set up to encourage and enable eligible employees of AmSouth and its subsidiaries to acquire AmSouth stock. Management believes that this Plan will help create expanded interest among employees in the profitable growth of AmSouth.

II. ADVANTAGES A. What are the advantages of the Plan?

You may invest up to $2,000 each calendar year in purchases of AmSouth stock and the Company will contribute a 25% match toward your purchase(s).


You may invest up to $8,000 more each calendar year in purchases of AmSouth stock on an unmatched basis, for a maximum employee investment per calendar year of $10,000.

You will be charged no administrative fees or brokerage fees on your purchases of AmSouth stock under this plan.

III. PARTICIPATION A. Who is eligible to participate?

Employees of AmSouth or its subsidiaries who are hired to work a minimum of twenty (20) hours per week are eligible to participate in the Plan. Participation in the Plan is purely voluntary. No director, honorary director or advisory director of AmSouth or of its subsidiaries who is not also an eligible employee is eligible to participate.

B. How do I become a participant?

You will automatically become a participant as of the first of the month coincident with or following your date of hire into a benefits eligible position, or the effective date of your placement into a benefits eligible position. Becoming a participant does not obligate you to make any purchase of AmSouth stock. Being a participant makes you eligible to purchase stock if you choose. You may sign up for payroll deduction purchases by completing an Employee Stock Purchase Plan Payroll Deduction Purchase form and returning it to Human Resources Employee Benefits Administration. Your form will be processed and payroll deductions will start as soon as administratively feasible. You may also make a direct purchase of AmSouth stock on any purchase date coincident with or following the date you become a participant in the Plan.

IV. PURCHASES A. How may I purchase shares of stock under the Plan?

Once you are a participant, there are two ways you can purchase stock under the Plan. One way is through payroll deduction. Just complete an Employee Stock Purchase Plan Payroll Deduction Purchase form (the " Form" ) and return it to Human Resources Employee Benefits Administration. You can have a minimum of $25.00 and a maximum of $416.00 contributed on an after tax basis per semi-monthly pay period. This results in a minimum of $50.00 per month and a maximum of $833 per month. The specific dollar amount you want withheld for stock purchase must be specified on the Form. Deductions can be increased, decreased, stopped or started on any pay period, as long as changes are received by payroll cutoff dates.

The second way to purchase stock is by direct purchase by personal check. Send in your personal check for any amount (up to $10,000 per calendar year- see Question VI A for the limits on the Company' s matching) to Human Resources Employ Benefits Administration Department together with a completed Purchase Request Form. Both forms are available from your Human Resources Representative or at inside.amsouth or the Human Resources Employee Benefits Administration Department. A participant may not use funds in an IRA to make a purch ...