AMSOUTH BANCORPORATION
DEFERRED COMPENSATION PLAN
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<TYPE>EX-10.A
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<FILENAME>dex10a.txt
<DESCRIPTION>DEFERRED COMPENSATION PLAN
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                                                                    Exhibit 10-a

                           FIRST AMERICAN CORPORATION
                      DIRECTOR'S DEFERRED COMPENSATION PLAN
                      -------------------------------------


                                    ARTICLE I
                                     Purpose
                                     -------

         The purpose of the Plan is to provide each eligible Director of First
American Corporation and each eligible Director of each subsidiary of First
American Corporation with the opportunity of deferring his or her compensation
as a Director until after termination of services as a Director. The Plan is
intended to establish a method of paying Directors' compensation which will aid
First American Corporation and its subsidiaries in attracting and retaining as
members of their respective Boards the persons whose abilities, experience and
judgment can contribute to the continued progress of the Corporation.

                                   ARTICLE II
                                   Definitions
                                   -----------

         When used in the Plan, the following words and phrases have the
indicated meanings, except where the contrary is expressly stated:

         2.1   "Board" means one or more of the Boards of Directors of the
                -----
Corporation and its subsidiaries.

         2.2   "Committee" means the Human Resources Committee of the Board of
                ---------
Directors of First American Corporation which shall administer the Plan as
provided in Section 6.2 hereof.

         2.3   "Common Stock" means the $5.00 par value common stock of First
                ------------
American Corporation.

         2.4   "Corporation" means First American Corporation or a subsidiary of
                -----------
First American Corporation.

         2.5   "Deferrable Compensation" means all fees payable to a Director
                -----------------------
for services on a Board, including Board fees, committee fees, retainers and
compensation payable for services rendered as a Director of a Corporation.

         2.6   "Deferred Compensation" means compensation deferred pursuant to
                ---------------------
this Plan.

         2.7   "Deferred Compensation Account" means the account established by
                -----------------------------
the Corporation for each Participant for compensation deferred pursuant to this
Plan which bears interest as described

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in Section 4.2. (a) below. The maintenance of individual Deferred Compensation
Accounts is for bookkeeping purposes only.

         2.8   "Deferred Compensation Election Form" means the form by which
                -----------------------------------
eligible Directors elect to become Participants.

         2.9   "Director" or "Directors" means a member or members of a Board of
                --------      ---------
a Corporation, or committee of a Board of a Corporation, including any "senior
director" or "advisory director".

         2.10  "Former Participant" means a Participant who, having terminated
                ------------------
participation in the Plan by giving written notice thereof to the Committee,
ceases to participate in the Plan as of the last day of the calendar year in
which notice is given.

         2.11  "Market Value" means the closing price of the shares of Common
                ------------
Stock on the National Association of Securities Dealers Automated Quotation
System (NASDAQ) on the day on which such value is to be determined or, if no
such shares where traded on such day, on the next preceding day on which such
shares were traded; provided, however, that if at any relevant time the shares
of Common Stock are not traded on the NASDAQ, then "Market Value" shall be
determined by reference to the closing "asked" price of the shares in the
over-the-counter market as reported by any other national exchange or quotation
service.

         2.12  "Participant" means an eligible Director who has elected to
                -----------
participate in the Plan and to defer compensation on the terms and conditions
set forth herein.

         2.13  "Plan" means the Directors' Deferred Compensation Plan as
                ----
described herein and as amended from time to time.

         2.14  "Stock Account" means the account established by the Corporation
                -------------
for each Participant, the performance of which shall be measured by reference to
the Market Value of Common Stock. The maintenance of individual Stock Accounts
is for bookkeeping purposes only.

         2.15  "Terminated Participant" means a Participant whose tenure as a
                ----------------------
Director has terminated because of resignation, removal, retirement, permanent
disability or death.

         2.16  "Valuation Date" means each business day.
               --------------



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                                   ARTICLE III
                                   Eligibility
                                   -----------


         3.1   Eligible Directors. Each Director who receives Deferrable
               ------------------
Compensation shall be eligible to participate in the Plan. Participation in the
Plan shall be entirely voluntary.

         3.2   Election to participate. In order to participate in the Plan for
               -----------------------
a particular calendar year, an eligible Director must make a valid election by
executing and filing with the committee a Deferred Compensation Election Form.
The Deferred Compensation Election Form shall contain:


               (a)   a statement that the Director elects to defer all or a
                     stated percentage (in any 5% increment) of his or her
                     Deferrable Compensation for such calendar year;

               (b)   a statement that the election applies to such calendar year
                     and to each succeeding calendar year during all or part of
                     which the Director remains eligible or until the calendar
                     year following the year in which the Director files with
                     the Committee a revised Deferred Compensation Election Form
                     or a written revocation of his or her election to
                     participate;

               (c)   a statement that the election is irrevocable after the
                     commencement of such calendar year; and

               (d)   the portion of the Deferrable Compensation to be credited
                     to the Participant's Deferred Compensation Account and
                     Stock Account, respectively.

         3.3   Commencement of Participation. An Eligible Director who has filed
               -----------------------------
a Deferred Compensation Election Form shall be admitted to the Plan effective on
the January 1 of the year following the year in which he has made the election,
except as follows:

               (a)   Incumbent Directors. A Director incumbent on the date of
                     -------------------
                     the adoption of the Plan shall be admitted to the Plan as
                     of the effective date of the adoption of the Plan if a
                     valid election is made prior to or coincident with the
                     effective date of the Plan;

               (b)   New Directors. A newly elected Director shall be admitted
                     -------------
                     to the Plan as of the first day of his or her term in
                     office, provided the election is made before commencement
                     of such term of office.

         3.4   Termination of Participation and Readmission. A Participant may
               --------------------------------------------
terminate participation in the Plan during his or her continued tenure in office
at any time by giving written notice thereof to the Committee. Such notice shall
be effective to terminate participation as of the last day of the calendar year
in which notice is given, and such Participant shall thereupon become a Former
Participant. Any Former Participant may again become a Participant in the Plan
by executing a new Deferred Compensation Election Form as provided in Section
3.2.


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                                  ARTICLE IV

                     Deferral of Payment of Compensation and
       Establishment of Deferred Compensation Account and/or Stock Account
       -------------------------------------------------------------------

         4.1   Deferral of Compensation. Upon the Committee's receipt of a
               ------------------------
Director's valid election, the Committee shall notify the Corporation for which
the Director serves and such Corporation shall defer payment of the Deferrable
Compensation earned by the Director following the effective date of his or her
participation in the Plan until said Deferred Compensation becomes payable under
the terms of this Plan. The Corporation shall establish an unfunded individual
Deferred Compensation Account and/or Stock Account, as applicable, for such
Director and shall credit to the Deferred Compensation Account and/or Stock
Account, as instructed, all of the Deferred Compensation which would otherwise
have been payable to such Director for the calendar year to which the election
applies. Deferred Compensation shall be credited as of the first day of the
month following the month in which the Director has earned such compensation.

         4.2   Hypothetical Investments.
               ------------------------

               (a)   Deferred Compensation Account. The amount of each
                     -----------------------------
                     Director's Deferred Compensation Account shall accrue
                     interest, compounded monthly (on a 30 day month, 360 day
                     year basis), from the day the Deferred Compensation is
                     credited to the Deferred Compensation Account to the date
                     payment is made at an annual rate equal to the simple
                     interest bond equivalent yield reported on the first U.S.
                     Government bond listed in the Wall Street Journal maturing
                     in the next calendar year as of the close of business of
                     the first business day of each year.

               (b)   Stock Account. Amounts in a Participant's Stock Account are
                     -------------
                     hypothetically invested in units of Common Stock. Amounts
                     deferred into a Stock Account are recorded as units of
                     Common Stock, and fractions thereof, with one unit equating
                     to a single share of Common Stock. Thus, the value of one
                     unit shall be the Market Value of a single share of Common
                     Stock. The use of units is merely a bookkeeping
                     convenience; the units are not actual shares of Common
                     Stock. The Corporation will not reserve or otherwise set
                     aside any Common Stock for or to any Stock Account.

         4.3   Communication of Account Balances. As of each December 31, the
               ---------------------------------
Committee shall communicate in writing to each Participant, Former Participant
and Terminated Participant the value of his or her Deferred Compensation Account
and/or Stock Account.

                                    ARTICLE V
                        Investments in the Stock Account
                        --------------------------------

         5.1.  Election Into the Stock Account. If a Participant elects to defer
               -------------------------------
compensation into his or her Stock Account, his or her Stock Account shall be
credited, as of the date described in Section 5.2, with that number of units of
Common Stock, and fractions thereof, obtained by dividing

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the dollar amount to be deferred into the Stock Account by the Market Value of
the Common Stock as of such date.

         5.2   Dividend Equivalents. Effective as of the payment date for each
               --------------------
cash dividend on the Common Stock, the Stock Account of each Participant who had
a balance in his or her Stock Account on the record date for such dividend shall
be credited with a number of units of Common Stock, and fractions thereof,
obtained by dividing (i) the aggregate dollar amount of such cash dividend
payable in respect of such Participant's Stock Account (determined by
multiplying the dollar value of the dividend paid upon a single share of Common
Stock by the number of units of Common Stock held in the Participant's Stock
Account on the record date for such dividend); by (ii) the Market Value of the
Common Stock on the payment date for such cash dividend.

         5.3   Stock Dividends. Effective as of the payment date for each stock
               ---------------
dividend on the Common Stock, additional units of Common Stock shall be credited
to the Stock Account of each Participant who had a balance in his or her Stock
Account on the record date for such dividend. The number of units that shall be
credited to the Stock Account of such a Participant shall equal the number of
shares of Common Stock, and fractions thereof, which the Participant would have
received as stock dividends had he or she been the owner on the record date for
such stock dividend of the number of shares of Common Stock equal to the number
of units credited to his or her Stock Account on such record date.

         5.4   Adjustment. If, as a result of a reclassification,
               ----------
recapitalization, merger, reorganization, or other change in the Corporation's
structure affecting the Common Stock, the outstanding shares of Common Stock
shall be changed into a greater number or smaller number of shares, the number
of units credited to a Participant's Stock Account shall be appropriately
adjusted on the same basis.

         5.5   Distributions. Amounts in respect of units of Common Stock shall
               -------------
be distributed in cash. The number of units to be distributed from a
Participant's Stock Account shall be valued by multiplying the number of such
units by the Market Value of the Common Stock as of the Valuation Date
immediately preceding the date such distribution is to occur.

         5.6   Responsibility for Investment Choices. Each Participant is solely
               -------------------------------------
responsible for any decision to defer compensation into his or her Stock Account
and accepts all investment risks entailed by such decision, including the risk
of loss and a decrease in the value of the amounts he or she elects to defer
into his or her Stock Account.

         5.7   Liquidation of Stock Account. Upon the date that a Participant
               ----------------------------
ceases to serve on the Board, the entire balance, if any, of the Participant's
Stock Account shall automatically be transferred to his or her Deferred
Compensation Account. For purposes of valuing the units of Common Stock subject
to such a transfer, the approach described in Section 5.5 shall be used.



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                                   ARTICLE VI

                      Distribution of Deferred Compensation
                      -------------------------------------

     6.1   Time of Payment of Deferred Compensation. The Deferred Compensation
           ----------------------------------------
Account of any Former Participant or Terminated Participant shall become payable
as of the first day of the calendar year following the termination of the tenure
of the Former Participant or Terminated Participant as a Director by reason of
resignation, removal, permanent disability, death, retirement or any other
cause. The amount payable under the Plan shall be determined by the Committee
promptly after such disability, death, retirement or other termination is
communicated to the Committee by the Board of the Corporation for which the
Director served. The Committee shall, upon receiving notification and
certification of such termination of tenure as a Director, report to the
Corporation for which the Former Participant or Terminated Participant served as
a Director the value of the Deferred Compensation Account of such Former
Participant or Terminated Participant as of the last day of the calendar year
for which he serves as a Director. Such Corporation shall thereupon pay to the
Former Participant or Terminated Participant the value of his or her Deferred
Compensation Account beginning on the first business day of the calendar year
next following the termination of his or her tenure as a director in the form
determined pursuant to Section 6.2. Notwithstanding the foregoing, the Committee
may, in its discretion, determine to accelerate the payment of any balance in a
Deferred Compensation Account of any Former Participant which is less than
$10,000, provided that no such payment shall be made prior to the termination of
the tenure of the Director for whose benefit the account is established.

     6.2   Form of Payment of Deferred Compensation. The distribution of the
           ----------------------------------------
Deferred Compensation Account balance of a Former Participant or Terminated
Participant shall, unless otherwise determined by the Committee pursuant to this
Section 6.2, by payable in equal installments over a period of ten years.
Notwithstanding the foregoing, the Committee may in its sole discretion make
such payments in one of the following forms:

           (a)    in one lump-sum payment;

           (b)    in installments over a period of five years;

           (c)    if elected by the Participant in his or her Deferred
                  Compensation Election Form and if the tenure of the
                  Participant or Former participant as a Director terminates
                  before he attains age sixty-five, installments or in a
                  lump-sum (as determined by the Committee) beginning as of the
                  first business day of the calendar year following the year in
                  which the Former Participant or Terminated Participant attains
                  age sixty-five.

     6.3   Preference of Former Participant or Terminated Participant. In
           ----------------------------------------------------------
exercising its discretion under Section 6.2, the Committee shall consider, but
shall not be bound by, any preference as to the form of payment expressed by a
Former Participant or Terminated Participant. [Distributions may be made in cash
or securities as the Committee shall determine.] Any undistributed balance in a
Deferred Compensation Account during the payment of benefits hereunder shall be
credited with interest as provided in Section 4.2.

                                       6

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                                   ARTICLE VII
                            Miscellaneous Provisions
                            ------------------------

     7.1   Participants' Rights Unsecured: No Duty to Invest. The rights of a
           -------------------------------------------------
Participant, Former Participant or Terminated Participant to receive any
distribution hereunder shall be an unfunded and unsecured claim against the
general assets of the Corporation for which the Director served. The Corporation
shall have no obligation whatsoever to purchase or maintain any contract,
policy, trust or other asset to fund or provide the benefits under this Plan and
no such assets shall be subject to any prior claim by a Director or his or her
beneficiary under this Plan. Neither the Committee nor any Corporation shall
have any duty whatsoever to fund the obligations to make payment under the Plan
or to invest any amounts credited to any Deferred Compensation Account or Stock
Account established under the Plan.

     7.2   Administration of the Plan. The Plan shall be administered by the
           --------------------------
Human Resources Committee of the Board of Directors of First American
Corporation. The Committee shall act by vote or written consent of a majority of
its members.

     7.3   Amendment, Modification or Termination of Plan. The Plan may be
           ----------------------------------------------
amended or modified by the Committee or may be terminated by the Board of each
Corporation with respect to its own Directors except that no action shall,
without the consent of the affected Participant, or if appropriate a
Participant's beneficiary, distributee or personal representative, reduce the
amount credited to a Participant, Former Participant or Terminated Participant's
Deferred Compensation Account or Stock Account or extend the time for payment of
such account to the extent of the balance of such account as of the date of such
amendment, modification or termination. In the event the Plan is terminated, the
Board may, in its discretion, cause the immediate distribution of the balance of
any Deferred Compensation Accounts or Stock Accounts pursuant to the terms of
Section 6.2.

     7.4   Governing Law. The Plan shall be governed, construed, administered
           -------------
and regulated in all respects by and under the laws of the State of Tennessee.


     7.5   Severability. If any of the provisions of the Plan shall be for any
           ------------
reason invalid or unenforceable, the remaining provisions shall nevertheless
remain in full force and effect.

     7.6   Provisions of the Plan to Control. In the event of any conflict
           ---------------------------------
between the terms of the Plan as set forth in this instrument and any
description of the Plan which may be furnished to the Participants or others,
the Plan set forth herein shall control.

     7.7   Payment for Benefit of Incompetent. Payments of benefits under this
           ----------------------------------
Plan may be made to any incompetent who is entitled to receive payments
hereunder by making the same to the legal representative, guardian or
conservator of such incompetent.

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     7.8   Account to be Charged Upon Payment. When any distribution or other
           ----------------------------------
payment is made to or for the benefit or on behalf of any party entitled to
receive payments hereunder, the account held for benefit of such party shall be
charged accordingly.

     7.9   Titles and Captions. The titles and captions to the Articles,
           -------------------
Sections and subsections in the Plan are placed herein for convenience of
reference only, and in case of any conflict, the text of this instrument, rather
than such titles, shall control.

     7.10  Restrictions on Alienation of Assignment. No amount, the payment of
           ----------------------------------------
which has been deferred under this Plan, shall be subject in any manner to
anticipation, aberration, sale, transfer, assignment, pledge, encumbrance, levy
or charge, and any attempt to so aberrate, sell, transfer, assign, pledge,
encumber, levy or charge the same shall be void; nor shall any such amount be in
any manner liable for or subject to the debts, contracts, liabilities,
engagements, or torts of the person entitled to such benefit. The restraints in
this Section 7.10 shall not apply to a Participant's personal representative.

     7.11  Withholding. There shall be deducted from all payments under this
           -----------
Plan the amount of any taxes required to be withhold by any federal, state or
local government. The Participants and their beneficiaries, distributes and
personal representatives shall bear any and all federal, foreign, state, local
or other income or other taxes imposed on amounts paid under this Plan.

     7.12  Consent. By electing to become a Participant, each Director shall be
           -------
deemed conclusively to have accepted and consented to all terms of the Plan and
all actions or decisions made by the Corporation, the Board, or the Committee
with regard to the Plan. Such terms and consent shall also apply to and be
binding upon the beneficiaries, distributes and personal representatives and
other successors in interest of each Participant.

     7.13  Distribution Upon Emergency. If a Participant or any member of his or
           ---------------------------
her immediate family has sustained a serious illness or accident or requires
funds for any emergency purpose, such Participant may submit a request to the
Committee for a distribution from the Plan of such amount as may be necessary
for such emergency purpose. The Committee shall have the right in its sole
discretion to approve or disapprove (in whole or part) any such request. Any
distribution to a Participant pursuant to this section shall be charged against
such Participant's Deferred Compensation Account.

     7.14  Designation of Beneficiary. Each Participant may designate one or
           --------------------------
more beneficiaries and contingent beneficiaries to receive benefits in the event
of the Participant's death by delivering a written designation thereof over such
Participant's signature to the Committee. Such designation may be delivered at
the time such Participant commences participation in the Plan, or thereafter.
Upon the death of a Participant, the Participant's beneficiaries shall be
entitled to payment of benefits in an amount and in the manner provided by the
Plan. A Participant may designate different beneficiaries at any time by
delivering a new written designation over the Participant's signature to the
Committee. Any such designation shall become effective only upon its receipt by
the Committee. The last effective designation received by the Committee shall

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supersede all prior designations. A designation of a beneficiary shall be
effective only if the designated beneficiary survives the Participant. If an
Participant fails to designate a beneficiary, or if no designated beneficiary
survives the Participant, distribution shall be made to the Participant's
estate. Whenever the rights of a Participant are stated or limited in the Plan,
the Participant's beneficiaries shall be bound thereby.

     7.15  Transfer from Predecessor Plan. The account balances credited to the
           ------------------------------
Deferred Compensation Accounts in the Directors' Deferred Compensation Plans of
First American National Bank of Knoxville, and First American National
Bank-Eastern may be transferred to and become a part of this Plan. In this
event, the amounts so transferred shall immediately become subject to all the
provisions of this Plan as though they had been originally deferred hereunder.

     IN WITNESS WHEREOF, First America Corporation has caused this instrument to
be executed this ____________ day of ____________________________,1996.

                                                      FIRST AMERICAN CORPORATION


                                                      By: ______________________


ATTEST: ______________________________

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