8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

February 8, 2005

AMSOUTH BANCORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	1-7476	63-0591257
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

AMSOUTH CENTER

1900 FIFTH AVENUE NORTH

BIRMINGHAM, ALABAMA 35203

(Address, including zip code, of principal executive office)

Registrant’s telephone number, including area code: (205) 320-7151

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On February 8, 2005, the Human Resources Committee (the “Committee”) of AmSouth Bancorporation (the “Company”) granted performance units and stock options pursuant to the Company’s 1996 Long Term Incentive Compensation Plan (the “Plan”) to the Chief Executive Officer and the next four most highly compensated executive officers of the Company. A copy of the Plan is attached as Exhibit 10.2 to the Company’s Report on Form 10-Q for the quarter ending September 30, 2004, filed with the Securities and Exchange Commission. A copy of the forms of Performance Unit Grant Agreement and Stock Option Grant Agreement are included with this current report on Form 8-K as Exhibits 10.1 and 10.2.

Item 9.01 Financial Statements and Exhibits.

10.1 Form of Performance Unit Grant Agreement

10.2 Form of Stock Option Grant Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMSOUTH BANCORPORATION
By:	/s/ Carl L. Gorday
Name:	Carl L. Gorday
Title:	Assistant Secretary

Date: February 11, 2005

EX-10.1

Exhibit 10.1

PERSONAL AND CONFIDENTIAL

TO:	«FULL_NAME»
FROM:	C. Dowd Ritter
DATE:	«DATE»
RE:	Performance Unit Grant

I am pleased to inform you as a key member of AmSouth’s Senior Management Team that AmSouth Bancorporation has granted you Performance Units under the 1996 Long Term Incentive Compensation Plan (the Plan). Your Performance Units give you a potential cash payout based on AmSouth’s performance for the period «PERIOD» as follows:

Performance Measure	Threshold	Target	Maximum
ROE	«EPSThreshold»	«ROETarget»	«ROEMaximum»
EPS Growth	«EPSThreshold»	«EPSTarget»	«EPSMaximum»
Total	«TotalThreshold»	«TotalTarget»	«TotalMaximum»

This grant is being made under the Plan in conjunction with your stock option grant, and therefore has the same effective date of «DATE». Actual payouts will be determined based on AmSouth’s performance against its peer banks (traditional U.S. banks with assets from $20B - $125B) over a three year Performance Period from «DATE» through «DATE». The performance measures will be Return on Equity (ROE) and Earnings Per Share (EPS) Growth. ROE will be the average for the Performance Period, and EPS Growth will be calculated as the average of the annual growth rates over the same Performance Period. Each performance measure will be weighted equally, and therefore, will determine one half of the potential cash payout. [INSERT SPECIFIC TARGETS FOR PERFORMANCE FACTORS.] The Human Resources Committee of the Board of Directors will determine AmSouth’s performance against goals and the amount of any payouts, and their determinations will be final.

«FULL_NAME»

Page 2

«DATE»

Payouts based on performance results will be made as soon as administratively feasible following «DATE». If any of the following events occur during the Performance Period, payouts will be determined as noted:

(a) Death, Disability or Retirement: If any of these events occur during the first two years of the Performance Period, at the end of the year in which the event occurs, a prorated payout (1/3 or 2/3) will be calculated based on AmSouth’s performance against its peers through that full one or two year period. If the event occurs in the third year of the Performance Period, a full payout will be determined at the end of the third year as normal.

(b) Change in Control: A calculation of a full-term payout amount will be made as described above based on AmSouth’s performance for the period ending at the end of the year prior to any Change in Control as defined in the Plan (rather than for the three-year period) and that amount will be paid unless the calculated payout is below the full-term Target Payout level, in which case the full-term Target Payout amount will be paid. If a Change in Control occurs during the first year of performance, a Target Payout will be made. There would be no proration of payouts (that is, no reduction in payouts due solely to the fact that less than the full three-year term had elapsed prior to the Change in Control) in the event of a payout following a Change in Control.

(c) Other Termination of Employment: In the case of termination of employment for any other reasons, payouts will be forfeited.

References to defined terms in the Plan are capitalized in this memorandum. The prospectus for the Plan and the Plan document itself are obtainable by logging on to the Executive Web Site via your office personal computer at [insert web site]. If you do not have access to a personal computer and would like a copy of the plan document and prospectus, please contact Special Compensation at [insert phone number]. Please refer to this information for a complete explanation of how the Plan works. In addition, please retain a copy of this memorandum so that you will have a record of the specific terms of your grant. This memorandum is your Award Agreement under the Plan.

I congratulate you on your award. Thank you for your service to AmSouth!

CDR/drw

Received and accepted this          day of                                         ,         .

(Signature)

EX-10.2

Exhibit 10.2

PERSONAL AND CONFIDENTIAL

TO:	«FULL_NAME»
FROM:	C. Dowd Ritter
DATE:	«DATE»
RE:	Stock Option Grant

I am pleased to inform you that AmSouth Bancorporation, on «DATE», granted you options to purchase a total of              shares of its common stock at the option price of $             per share, which was the Fair Market Value of each share of common stock on the date of grant. The value of these options will be determined by the amount of any appreciation in the price of stock in the future, which in turn is dependent upon our ability to continue performing well as a company.

Your option was granted to you under the 1996 Long Term Incentive Compensation Plan (the Plan). References to defined terms in the Plan are capitalized in this memorandum. The prospectus for the Plan and the Plan document itself are obtainable by logging on to the Executive Web Site via your office personal computer at [insert web site]. If you do not have access to a personal computer and/or the Executive Web Site and would like a copy of the plan document and prospectus, please contact Special Compensation at [insert phone number]. Please refer to this information for a complete explanation of how the Plan works. In addition, please retain a copy of this memorandum so that you will have a record of the specific terms of your grant. This memorandum is your Award Agreement under the Plan.

Your options may consist of both “incentive stock options” which qualify for certain favorable tax consequences for you, as well as “nonqualified stock options” which do not qualify for those tax consequences. For a description of the tax consequences to you, please refer to the prospectus for the Plan. One important difference between incentive stock options and nonqualified stock options is that upon the exercise of a nonqualified option you are automatically deemed to incur taxable income at ordinary income tax rates. Please consult your tax advisor to determine how these differences affect you.

The type and vesting schedule for your options is set forth in the chart below:

Date	Number of Incentive Option Shares Vesting and Becoming Available for Exercise	Number of Nonqualified Option Shares Vesting and Becoming Available for Exercise
____________________	____________________	____________________
____________________	____________________	____________________
____________________	____________________	____________________
Total

«FULL_NAME»

Page 2

«DATE»

The last day on which you can exercise any of these options is «DATE». The period of time from «DATE» to «DATE» is known as the Option Period. Your options will fully vest and become immediately exercisable upon (i) your death, (ii) your employment with AmSouth ceasing because of Disability, (iii) your Retirement or (iv) a Change in Control. The amount of time you have to exercise your vested options after these and certain other events is set forth in Section 6.9 of the Plan. If you cease to be employed by AmSouth for any other reason, any unvested options will be forfeited as of the date of your termination of employment, notwithstanding that under the terms of the Plan as noted above; you may have additional time after ceasing employment in which to exercise any other options that have previously vested.

You may exercise your option in whole or part by submitting a completed stock option exercise form also obtainable via the Executive Web Site or by calling Special Compensation at [insert phone number]. You may pay the option price due at exercise (i) in cash or by check, (ii) by tendering previously owned unrestricted shares of AmSouth Bancorporation common stock having an aggregate fair market value at the time of exercise equal to the total option price if you have held such shares for at least six months, or (iii) by a combination of (i) and (ii). You may also make cashless exercises (a simultaneous exercise and sale). (However, your ability to make cashless exercises may be affected by the federal securities laws. For example, because a cashless exercise involves a sale of AmSouth securities on your behalf, such a transaction would not be permissible if at the time of the transaction you were in possession of undisclosed, material information concerning AmSouth. Please consult with the Law Department if you have any questions concerning your ability under the securities laws to make a cashless exercise at any time.) Upon exercise of the Option, you may elect to satisfy any federal tax withholding requirements in whole or in part by having shares withheld that you would otherwise receive, to the extent and in the manner allowed by the Plan.

I congratulate you on your award. Thank you for your service to AmSouth!

CDR/drw

Enclosures

Received and accepted this          day of                                         ,         .

(Signature)