PERSONAL AND CONFIDENTIAL

Exhibit 10.2

PERSONAL AND CONFIDENTIAL

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