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Amsouth Supplemental Retirement Plan

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Sectors: Banking
Governing Law: Alabama, View Alabama State Laws
Effective Date: January 01, 2004
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EXHIBIT 10.3


AMSOUTH BANCORPORATION

SUPPLEMENTAL RETIREMENT PLAN

amended and restated as of January 1, 2004

AmSouth Bancorporation, with its principal offices located at Birmingham, Alabama (" Sponsor" ) is currently the sponsor of the AmSouth Bancorporation Retirement Plan (" Retirement Plan" ) in order to provide retirement benefits to its employees and the employees of its participating subsidiaries.

Effective January 1, 1983 and pursuant to Section 3(36) of the Employee Retirement Income Security Act of 1974 (" ERISA" ), AmSouth Bank N.A., an Employer under the Retirement Plan, adopted a supplemental retirement benefit program solely for the purpose of providing benefits in excess of the limitations on benefits under the Retirement Plan imposed by Section 415 (" Section 415" ) of the Internal Revenue Code of 1954, as amended at the date hereof and known as the Internal Revenue Code of 1986 (amended from time to time, the " Code" ), to certain individuals under the Retirement Plan whose benefits under the Retirement Plan are limited by Section 415.


Effective January 1, 1989, Section 401(a)(17) (" Section 401(a)(17)" ) of the Code limited the amount of compensation which may be taken into account in determining benefits from the Retirement Plan. Therefore, AmSouth Bank N.A. amended and restated this supplemental retirement plan effective January 1, 1989 so that it provided benefits in excess of the limitations on benefits under the Retirement Plan imposed not only by Section 415, but also by Section 401(a)(17), to a select group of management or highly compensated employees whose benefits under the Retirement Plan are limited by Section 415 and/or Section 401(a)(17).


Effective January 1, 1991, additional persons were added to this select group of management or highly compensated employees, some of whom were employees of subsidiaries of the Sponsor other than AmSouth Bank N.A. AmSouth Bank N.A. amended and restated its supplemental plan, AmSouth Bancorporation adopted the supplemental plan for itself and its subsidiaries who choose to have their eligible employees covered by the supplemental plan (" Electing Employers" ), and AmSouth Bank N.A. became an Electing Employer under the supplemental plan.


Effective January 1, 1994, additional persons were added to the select group of management or highly compensated employees.

Effective January 1, 1995, the eligibility provisions of the plan were changed and a revised definition of compensation was added to the plan for certain participants.


Effective January 1, 2001, the First American Corporation Supplemental Executive Retirement Program (the " FAC Program" ) was merged with and into this supplemental plan to coincide with the merger of the First American Corporation Master Retirement Plan with and into the AmSouth Bancorporation Retirement Plan effective January 1, 2001.


Effective January 1, 2002, section 7.07 of the Plan was re-numbered as section 7.08 and a new section 7.07 concerning the form of notification of denial of benefits and claimants' right to appeal a decision to deny a claim was added.


Effective January 1, 2004, section 3.04 of the Plan was amended.


AmSouth Bancorporation hereby amends and restates this supplemental plan as set forth below.


ARTICLE I


TITLE; DEFINITIONS

Section 1.01 . The supplemental retirement plan set forth below shall be known as the AmSouth Bancorporation Supplemental Retirement Plan (" Supplemental Plan" ).


Section 1.02 . The term " Member" shall refer to a person who is a member of (participant in) the Retirement Plan.

Section 1.03 . The term " Plan Year" shall mean a calendar year.

Section 1.04 . The term " Committee" shall mean the AmSouth Benefits Committee under the Retirement Plan.


ARTICLE II


PARTICIPATION IN THE SUPPLEMENTAL PLAN


Section 2.01 . A select group of management or highly compensated Members whose benefits under the Retirement Plan (whether payable by reason of the Member' s retirement, death, disability or other termination of employment) may be limited upon and after their commencement pursuant to Section 415 and/or Section 401(a)(17) shall be participants in the Supplemental Plan. The term "' Participant" shall include persons who are selected to participate in the plan and fit one or more of the following categories: (i) Members who were employed by AmSouth Bancorporation or one of the Electing Employers on January 1, 1995 at an annual base salary, including amounts not currently includible in gross income under Code Sections 125, 401(k) or 402(a)(8), but excluding special pay, bonuses or other incentive pay, reimbursement for expenses, special supplements for automobiles or club dues and the Prior Profit Sharing Plan Bonus, (such compensation being referred to herein as the " Eligibility Compensation" ) on such date of $150,000 or more, and/or (ii) former Participants with an accrued Excess Benefit whose employment with AmSouth Bancorporation or one of the Electing Employers terminated on or before January 1, 1995. In addition, after January 1, 1995, other employees of the Sponsor or an Electing Employer shall become Participants in this Supplemental Plan as of the first day of the month immediately following the date such employee' s Eligibility Compensation first equals or exceeds $150,000 and such employees are selected to participate in this plan. Participants in the FAC Program as of December 31, 2000, shall be participants in this Supplemental Plan. A complete list of Members eligible to participate in the Supplemental Plan pursuant to this Section 2.01 is maintained in the permanent records of the AmSouth Bancorporation Human Resources Division.

ARTICLE III

BENEFITS UNDER THE SUPPLEMENTAL PLAN

Section 3.01 . Benefits payable under this Supplemental Plan to or on behalf of a Participant who retires after January 1, 1995, shall be equal to the excess, if any, of (A) less (B) (the " Excess Benefits" ) where (A) is such Participant' s benefits as a Member of the Retirement Plan calculated without reference to any provision of the Retirement Plan limiting the amount of benefits as provided by Section 415 of the Code or limiting the amount of compensation taken into account as provided by Section 401(a)(17) of the Code and further calculated by substituting the definition of " Monthly Earnings" set forth in this Section 3.01 in place of the definition of such term in the Retirement Plan, and (B) is the amount of benefits actually payable under the Retirement Plan. For purposes of this Section 3.01 only, " Monthly Earnings" shall mean the sum of (i) the Participant' s regular basic monthly earnings prior to the effect of elections under any plan or plans maintained by the Sponsor or an


Electing Employer which are within the scope of Sections 125 or 401(k) of the Code, and (ii) one-twelfth of the bonus earned by a Participant under the Executive Incentive Plan, or other incentive plans maintained by Sponsor, for the particular Plan Year, including Plan Years prior to January 1, 1995 (regardless of whether the bonus is in fact paid in a subsequent year). If a Participant retires, dies or becomes permanently disabled prior to the time when the amount of the bonus for that Plan Year has been determined, Monthly Earnings for the months in such Plan Year shall be calculated using an estimate of such bonus determined by the AmSouth Bancorporation Compensation Committee based on information regarding the Sponsor' s and Participant' s performance as of the date of determination. Notwithstanding the foregoing, the AmSouth Bancorporation Compensation Committee shall have the authority in its sole discretion to adjust the amount of the bonus taken into consideration in the definition of Monthly Earnings in this Section 3.01 for any and all Plan Years regardless of the fact that the adjusted bonus is higher or lower than the bonus actually paid a Participant under the Executive Incentive Plan or other incentive plans maintained by Sponsor.

Section 3.02 . Except as provided in Section 3.01 above, a Participant' s Excess Benefits shall be calculated in the same manner regularly applied by the Sponsor to all of the relevant terms and conditions of the Retirement Plan.

Section 3.03 . A Participant' s Excess Benefits shall be paid at the time, in the manner and to the person when, as and to whom or which the benefits payable to or on behalf of the Participant as a Member of the Retirement Plan which give rise to Participant' s Excess Benefits are paid or in such manner otherwise approved by the Board of Directors of the Sponsor. Notwithstanding anyt
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