Exhibit 10-m
 
 
                              EMPLOYMENT AGREEMENT
                              --------------------
 
 
     AGREEMENT by and between AmSouth Bancorporation, a Delaware corporation
(the "Company") and C. Dowd Ritter (the "Executive") dated as of the 4th day of
October, 1999.
 
     The Company has determined that it is in the best interests of the Company
and its shareholders to assure that the Company will have the continued
dedication of the Executive. Therefore, in order to accomplish this objective,
the Board of Directors of the Company has caused the Company to enter into this
Agreement.
 
 
     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
 
     1.  Effective Date.  The "Effective Date" shall mean the date hereof, and
         --------------
the Executive's Employment Agreement dated December 18, 1997 (the "Prior
Agreement"), is hereby superseded and is void, except as provided in Section
3(b)(i) below.
 
     2.  Employment Period.  The Company hereby agrees to employ the Executive,
         -----------------
and the Executive hereby agrees to enter into the employ of the Company subject
to the terms and conditions of this Agreement, for the period commencing on the
Effective Date and ending on the fifth anniversary thereof (the "Employment
Period"); provided, however, that commencing on the date one year after the date
hereof, and on each annual anniversary of such date (such date and each annual
anniversary thereof shall be hereinafter referred to as the "Renewal Date"),
unless previously terminated, the Employment Period shall be automatically
extended so as to terminate on the earlier of (x) five years from such Renewal
Date and (y) the Executive's 62nd birthday, unless at least 60 days prior to the
Renewal Date the Company shall give notice to the Executive that the Employment
Period shall not be so extended.
 
     3.  Terms of Employment.  (a)  Position and Duties.  (i)  (A) During the
         -------------------        -------------------
Employment Period, the Executive shall serve as Chief Executive Officer and
President of the Company with such authority, duties and responsibilities as are
commensurate with such position and as may be consistent with such position and
(B) the Executive's services shall be performed in Birmingham, Alabama.  Upon
the earlier of (x) January 2, 2001, or (y) Dennis C. Bottorff ceasing to be
Chairman of the Company, the Executive shall be elected Chairman of the
Company's Board of Directors for the remainder of the Employment Period.  The
Executive shall serve on the Company's Board of Directors during the entire
Employment Period.
 
     (ii) During the Employment Period, and excluding any periods of vacation
and sick leave to which the Executive is entitled, the Executive agrees to
devote substantially all of his attention and time during normal business hours
to the business and affairs of the Company and,
<PAGE>
 
to the extent necessary to discharge the responsibilities assigned to the
Executive hereunder, to use the Executive's reasonable best efforts to perform
faithfully and efficiently such responsibilities. During the Employment Period
it shall not be a violation of this Agreement for the Executive to (A) serve on
corporate, civic or charitable boards or committees, (B) deliver lectures,
fulfill speaking engagements or teach at educational institutions and (C) manage
personal investments, so long as such activities do not significantly interfere
with the performance of the Executive's responsibilities as an employee of the
Company in accordance with this Agreement. It is expressly understood and agreed
that to the extent that any such activities have been conducted by the Executive
prior to the Effective Date, the continued conduct of such activities (or the
conduct of activities similar in nature and scope thereto) subsequent to the
Effective Date shall thereafter be deemed not to interfere with the performance
of the Executive's responsibilities to the Company.
 
     (b)  Compensation.
          ------------
 
          (i)   Base Salary.  Effective October 16, 1999, and during the
                -----------
Employment Period, the Executive shall receive an annual base salary ("Annual
Base Salary") of no less than $900,000. From the Effective Date through October
15, 1999, the Executive's Annual Base Salary shall be the same as was in effect
immediately prior to the Effective Date. The Annual Base Salary shall be
reviewed no less frequently than annually, and, if increased, the term "Annual
Base Salary" shall refer to such increased amount.
 
          (ii)  Annual Bonus.  During the Employment Period, the Executive shall
                ------------
be eligible to receive an annual cash bonus under the Company's Executive
Incentive Plan or any successor thereto ("Annual Bonus") based on performance
criteria determined by the Compensation Committee of the Company's Board of
Directors that provides the Executive with a target bonus of 100% of his Annual
Base Salary and with an opportunity to earn up to 200% of his Annual Base
Salary.
 
          (iii) Incentive Awards.  On the Effective Date, the Company shall
                ----------------
grant the Executive 100,000 shares of restricted stock of the Company (the
"Restricted Stock") pursuant to the terms of the Company's stock incentive plan.
The Executive shall be granted stock options to acquire 400,000 shares of the
Company's common stock (the "Stock Options") with a strike price equal to the
fair market value of the stock subject thereto on the date of grant, as provided
in the Company's stock incentive plan.
 
     The Restricted Stock and Stock Options will vest according to the following
schedule:
 
                                Restricted Stock
                                ----------------
 
                33,333                  Third anniversary hereof
                33,333                  Fourth anniversary hereof
                33,334                  Fifth anniversary hereof
 
                                      -2-
<PAGE>
 
                                 Stock Options
                                 -------------
 
                133,333                 Third anniversary hereof
                133,333                 Fourth anniversary hereof
                133,334                 Fifth anniversary hereof
 
 
          (iv)  Retirement Benefits.  So long as the Executive continues to
                -------------------
serve as the chief executive officer of the Company until at least his 55th
birthday, he shall accrue an increasing total annual retirement benefit assuming
retirement at age 62 as set forth in the chart below (the "Total Retirement
Benefit").  "Final Average Pay" means the average of the sum of his highest
Annual Base Salary and Annual Bonuses for three of the five years prior to his
retirement.
 
<TABLE>
<CAPTION>
 
Age at Which                Accrual Factor for          Early Payment           Total Retirement
Retirement Benefits          Replacement % of          Reduction Factor              Benefit
Begin                       Final Average Pay
                                 Assuming
                           Retirement at Age 62
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<S>                      <C>                       <C>                       <C>
55 years old                  53%                       79%                  41.87% of Final
                                                                             Average Pay
--------------------------------------------------------------------------------------------------
56 years old                  54%                       82%                  44.28% of Final
                                                                             Average Pay
--------------------------------------------------------------------------------------------------
57 years old                  55%                       85%                  46.75% of Final
                                                                             Average Pay
--------------------------------------------------------------------------------------------------
58 years old                  56%                       88%                  49.28% of Final
                                                                             Average Pay
--------------------------------------------------------------------------------------------------
59 years old                  57%                       91%                  51.87% of Final
                                                                             Average Pay
--------------------------------------------------------------------------------------------------
60 years old                  58%                       94%                  54.52% of Final
                                                                             Average Pay
--------------------------------------------------------------------------------------------------
61 years old                  59%                       97%                  57.23% of Final
                                                                             Average Pay
--------------------------------------------------------------------------------------------------
62 years old                  60%                      100%                  60% of Final
                                                                             Average Pay
--------------------------------------------------------------------------------------------------
</TABLE>
 
                                      -3-
<PAGE>
 
The Total Retirement Benefit shall equal the total of the amounts payable to the
Executive under  the Company's qualified and non-qualified defined benefit
pension plans (the "Pension Plans") plus the additional amount necessary in
order to achieve the percentages of Final Average Pay specified above.  The fact
that the Executive is receiving the portion of the Total Retirement Benefit
called for by this agreement shall not reduce or otherwise affect his existing
participation in the Pension Plans.  Upon the Executive's death, his current
spouse, should she survive the Executive, shall be paid, for life, an annual
benefit of 50% of the Total Retirement Benefit which would otherwise be payable
to the Executive.
 
          (v)    Other Employee Benefit Plans.  During the Employment Period,
                 ----------------------------
except as otherwise expressly provided herein, the Executive shall be entitled
to participate in all employee benefit, welfare and other plans, practices,
policies and programs generally applicable to senior executives of the Company
on a basis no less favorable than his participation immediately prior to the
Effective Date as set forth in the Prior Agreement provided that upon the
Executive's termination of employment for any reason, the Company shall continue
to provide him and his current spouse with medical and dental benefits for the
remainder of their lives on a basis no less favorable than those benefits were
provided to them immediately prior to such termination.
 
          (vi)   Expenses.  During the Employment Period, the Executive shall
                 --------
be entitled to receive prompt reimbursement for all reasonable expenses incurred
by the Executive in accordance with the Company's policies.
 
          (vii)  Vacation.  During the Employment Period, the Executive shall
                 --------
be entitled to paid vacation in accordance with the plans, policies, programs
and practices of the Company and its affiliated companies as in effect with
respect to the senior executives of the Company.
 
          (viii) The Company shall provide the Executive with a Supplemental
Life Insurance Policy which will replace the group term life insurance beyond
$50,000 provided by the Company and will take into account the maximum coverage
amounts allowed under the group term policy.  This Supplemental Life Insurance
will be provided in the form of a survivorship policy which will be funded on
the basis of a split dollar endorsement method.  The Company will meet its
obligation to pay its portion of premiums and meet all other commitments to the
Executive under the policy.
 
     4.   Termination of Employment.  (a)  Death or Disability.  The Executive's
          -------------------------        -------------------
employment shall terminate automatically upon the Executive's death during the
Employment Period. If the Company determines in good faith that the Disability
of the Executive has occurred during the Employment Period (pursuant to the
definition of Disability set forth below), it may give
 
                                      -4-
<PAGE>
 
to the Executive written notice in accordance with Section 12(b) of this
Agreement of its intention to terminate the Executive's employment. In such
event, the Executive's employment with the Company shall terminate effective on
the 30th day after receipt of such notice by the Executive (the "Disability
Effective Date"), provided that, within the 30 days after such receipt, the
Executive shall not have returned to full-time performance of the Executive's
duties. For purposes of this Agreement, "Disability" shall mean the absence of
the Executive from the Executive's duties with the Company on a full-time basis
for 180 consecutive business days as a result of incapacity due to mental or
physical illness which is determined to be total and permanent by a physician
selected by the Company or its insurers and acceptable to the Executive or the
Executive's legal representative.
 
          (b) Cause.  The Company may terminate the Executive's employment
              -----
during the Employment Period for Cause.  For purposes of this Agreement, "Cause"
shall mean:
 
              (i)  the continued failure of the Executive to perform
substantially the Executive's duties with the Company or one of its affiliates
(other than any such failure resulting from incapacity due to physical or mental
illness), after a written demand for substantial performance is delivered to the
Executive by the Board which specifically identifies the manner in which the
Board believes that the Executive has not substantially performed the
Executive's duties, or
 
              (ii)  the willful engaging by the Executive in illegal conduct or
gross misconduct which is materially and demonstrably injurious to the Company,
or
 
              (iii) conviction of a felony or guilty or nolo contendere plea by
the Executive with respect thereto.
 
For purposes of this provision, no act or failure to act, on the part of the
Executive, shall be considered "willful" unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive's action or omission was in the best interests of the Company.  Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or based upon the advice of counsel for the Company shall
be conclusively presumed to be done, or omitted to be done, by the Executive in
good faith and in the best interests of the Company.  The cessation of
employment of the Executive shall not be deemed to be for Cause unless and until
there shall have been delivered to the Executive a copy of a resolution duly
adopted by the affirmative vote of not less than two-thirds of the entire
membership of the Board at a meeting of the Board called and held for such
purpose (after reasonable notice is provided to the Executive and the Executive
is given an opportunity, together with counsel, to be heard before the Board),
finding that, in the good faith opinion of the Board, the Executive is guilty of
the conduct described in subparagraph (i) or (ii) above, and specifying the
particulars thereof in detail.
 
          (c) Good Reason.  The Executive's employment may be terminated by the
              -----------
Executive for Good Reason.  For purposes of this Agreement, "Good Reason" shall
mean in the absence of a written consent of the Executive a material breach by
the Company of a material term
 
                                      -5-
<PAGE>
 
of this Agreement, after the Company has been given notice thereof and a
reasonable opportunity to cure such breach.
 
          (d) Notice of Termination.  Any termination by the Company for Cause,
              ---------------------
or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 12(b) of
this Agreement.  For purposes of this Agreement, a "Notice of Termination" means
a written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated and (iii) if the
Date of Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not more  than
thirty days after the giving of such notice).  The failure by the Executive or
the Company to set forth in the Notice of Termination any fact or circumstance
which contributes to a showing of Good Reason or Cause shall not waive any right
of the Executive or the Company, respectively, hereunder or preclude the
Executive or the Company, respectively, from asserting such fact or circumstance
in enforcing the Executive's or the Company's rights hereunder.
 
          (e) Date of Termination.  "Date of Termination" means (i) if the
              -------------------
Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date specified therein within 30 days of such notice, as the case may
be, (ii) if the Executive's employment is terminated by the Company other than
for Cause or Disability, the Date of Termination shall be the date on which the
Company notifies the Executive of such termination and (iii) if the Executive's
employment is terminated by reason of death or Disability, the Date of
Termination shall be the date of death of the Executive or the Disability
Effective Date, as the case may be.
 
          5.   Obligations of the Company upon Termination.  (a) Good Reason;
               -------------------------------------------       ------------
Other Than for Cause, Death or Disability.  If, during the Employment Period,
-----------------------------------------
the Company shall terminate the Executive's employment other than for Cause or
Disability or the Executive shall terminate employment for Good Reason:
 
               (i)  the Company shall pay to the Executive in a lump sum in cash
within 30 days after the Date of Termination the aggregate of the following
amounts:
 
               A.  the sum of (1) the Executive's Annual Base Salary through the
          Date of Termination to the extent not theretofore paid, (2) the
          product of (x) the highest annual bonus paid to the Executive for any
          of the three years prior to the Date of Termination (the "Recent
          Annual Bonus") and (y) a fraction, the numerator of which is the
          number of days that have elapsed in the fiscal year in which the Date
          of Termination occurs as of the Date of Termination, and the
          denominator of which is 365, and (3) any compensation previously
          deferred by the Executive (together with any accrued interest or
          earnings thereon) and any accrued vacation pay, in each case
 
                                      -6-
<PAGE>
 
          to the extent not theretofore paid (the sum of the amounts described
          in clauses (1), (2) and (3) shall be hereinafter referred to as the
          "Accrued Obligations"); and
 
               B.  the amount equal to the product of (1) three and (2) the sum
          of (x) the Executive's Annual Base Salary, (y) the Recent Annual Bonus
          and (z) the value determined by an executive compensation consulting
          firm with a national reputation to be a competitive annual long term
          incentive grant (defined as a size-adjusted, 50th percentile grant as
          of the date of determination as compared to the Company's peer group);
          and
 
               C.   An amount equal to the Total Retirement Benefit Value less
          the Pension Plan Benefit Value, where:
 
               "Total Retirement Value" equals the lump sum actuarial
               equivalent, utilizing actuarial assumptions no less favorable to
               the Executive than those in effect under the Company's qualified
               defined benefit pension plan immediately prior to the Effective
               Date (the "Lump Sum Value"), of the Total Retirement Benefit
               provided under subsection 3(b)(iv) hereof, assuming (x) that the
               Executive is three years older than his actual age on the Date of
               Termination, (y) there shall be no deduction for early payment
               and (z) that for purposes of determining "Final Average Pay"
               under the benefit calculation the Executive's actual pay history
               as of the Date of Termination shall be used.  By way of
               illustration, if the Executive were age 58 on the Date of
               Termination, then the Total Retirement Benefit Value would be the
               Lump Sum Value of an annual retirement benefit equal to 59% of
               the Executive's actual Final Average Pay as of the Date of
               Termination.
 
               "Pension Plan Benefit Value" equals the Lump Sum Value on the
               Date of Termination of the Executive's benefit under the
               Company's qualified defined benefit pension plan.
 
          The payment provided under this subsection 5(a)(i)(C) shall be made in
          lieu of, and shall completely supersede and replace the Total
          Retirement Benefit otherwise payable under subsection 3(b)(iv) hereof,
          other than the portion thereof payable under the Company's qualified
          defined benefit pension plan.
 
               D. An amount equal to the aggregate benefits accrued by the
          Executive as of the effective date of termination under the terms of
          the Supplemental Thrift Plan.  The payment provided under this
          Subsection 5(a)(i)(D) shall be made in lieu
 
                                      -7-
<PAGE>
 
          of, and shall completely supersede and replace, the Executive's
          benefits payable under the AmSouth Bancorporation Supplemental Thrift
          Plan.
 
              (ii)  the Restricted Stock and the Stock Options and any other
stock-based incentives awarded to the Executive shall vest immediately;
 
              (iii) The amount of the Executive's annual club dues bonus in
the year of termination, multiplied by three;
 
              (vi)  For a thirty-six-month period following the date of the
termination or until the Executive shall have obtained employment, comparable to
his position with the Company on the date of termination, whichever is earlier,
out-placement services, the scope and provider of which shall be selected by the
Executive in the Executive's sole discretion, shall be provided at the expense
of the Company, but not to exceed a reasonable cost;
 
              (v)   the Company shall transfer (or cause to be transferred) to
the Executive title to the Executive's Company car, without cost to the
Executive, and shall pay to the Executive a lump sum cash payment in an amount
necessary to fully gross-up the income tax effect of said transfer; and
 
              (vi)  to the extent not theretofore paid or provided, the Company
shall timely pay or provide to the Executive any other amounts or benefits
required to be paid or provided or which the Executive is eligible to receive
under any plan, program, policy or practice or contract or agreement of the
Company and its affiliated companies through the Date of Termination (such other
amounts and benefits shall be hereinafter referred to as the "Other Benefits").
 
          (b) Death.  If the Executive's employment is terminated by reason of
              -----
the Executive's death during the Employment  Period, this Agreement shall
terminate without further obligations to the Executive's legal representatives
under this Agreement, other than for payment of Accrued Obligations and the
timely payment or provision of Other Benefits.  In addition, the Restricted
Stock and Stock Options shall vest immediately.  Accrued Obligations shall be
paid to the Executive's estate or beneficiary, as applicable, in a lump sum in
cash within 30 days of the Date of Termination.  With respect to the provision
of Other Benefits, the term Other Benefits as utilized in this Section 5(b)
shall include death benefits as in effect on the date of the Executive's death
with respect to senior executives of the Company and their beneficiaries.
 
          (c) Disability.  If the Executive's employment is terminated by reason
              ----------
of the Executive's Disability during the Employment Period, this Agreement shall
terminate without further obligations to the Executive, other than for payment
of Accrued Obligations and the timely payment or provision of Other Benefits.
In addition, the Restricted Stock and Stock Options shall vest immediately.
Accrued Obligations shall be paid to the Executive in a lump sum in cash within
30 days of the Date of Termination.  With respect to the provision of Other
Benefits, the term Other Benefits as utilized in this  Section 5(c) shall
include, and the Executive shall be entitled after the
 
                                      -8-
<PAGE>
 
Disability Effective Date to receive, disability and other benefits as in effect
at any time thereafter generally with respect to senior executives of the
Company.
 
          (d) Cause; Other than for Good Reason.  If the Executive's employment
              ---------------------------------
shall be terminated for Cause or the Executive terminates his employment without
Good Reason during the Employment Period, this Agreement shall terminate without
further obligations to the Executive other than the obligation to pay to the
Executive (w) his Annual Base Salary through the Date of Termination, (x)
payment of the Retirement Benefit, and (y) Other Benefits, in each case to the
extent theretofore unpaid.
 
          6.   Non-exclusivity of Rights.  Except as specifically provided,
               -------------------------
nothing in this Agreement shall prevent or limit the Executive's continuing or
future participation in any plan, program, policy or practice provided by the
Company or any of its affiliated companies and for which the Executive may
qualify, nor, subject to Section 12(f), shall anything herein limit or otherwise
affect such rights as the Executive may have under any contract or agreement
with the Company or any of its affiliated companies.  Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan,
policy, practice or program of or any contract or agreement with the Company or
any of its affiliated companies at or subsequent to the Date of Termination
shall be payable in accordance with such plan, policy, practice or program or
contract or agreement except as explicitly modified by this Agreement.
 
          7.   Full Settlement.  The Company's obligation to make the payments
               ---------------
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive or others.  In no event shall the Executive be obligated to seek other
employment or take any other action by way of mitigation of the amounts payable
to the Executive under any of the provisions of this Agreement and, such amounts
shall not be reduced whether or not the Executive obtains other employment.  The
Company agrees to pay as incurred, to the full extent permitted by law, all
legal fees and expenses which the Executive may reasonably incur as a result of
any contest (regardless of the outcome thereof) by the Company, the Executive or
others of the validity or  enforceability of, or liability under, any provision
of this Agreement or any guarantee of performance thereof (including as a result
of any contest by the Executive about the amount of any payment pursuant to this
Agreement), plus in each case interest on any delayed payment at the applicable
Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code
of 1986, as amended (the "Code").
 
          8.   Certain Additional Payments by the Company.
               ------------------------------------------
 
          (a)  Anything in this Agreement to the contrary notwithstanding and
except as set forth below, in the event it shall be determined that any payment
or distribution by the Company to or for the benefit of the Executive (whether
paid or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise, but determined without regard to any additional payments
required under this Section 8) (a "Payment") would be subject to the excise tax
imposed
 
                                      -9-
<PAGE>
 
by Section 4999 of the Code or any interest or penalties are incurred by the
Executive with respect to such excise tax (such excise tax, together with any
such interest and penalties, are hereinafter collectively referred to as the
"Excise Tax"), then the Executive shall be entitled to receive an additional
payment (a "Gross-Up Payment") in an amount such that after payment by the
Executive of all taxes (including any interest or penalties imposed with respect
to such taxes), including, without limitation, any income taxes (and any
interest and penalties imposed with respect thereto) and Excise Tax imposed upon
the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing
provisions of this Section 8(a), if it shall be determined that the Executive is
entitled to a Gross-Up Payment, but that the Payments do not exceed 110% of the
greatest amount (the "Reduced Amount") that could be paid to the Executive such
that the receipt of Payments would not give rise to any Excise Tax, then no
Gross-Up Payment shall be made to the Executive and the Payments, in the
aggregate, shall be reduced to the Reduced Amount.
 
          (b)  Subject to the provisions of Section 8(c), all determinations
required to be made under this Section 8, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions
to be utilized in arriving at such determination, shall be made by the Company's
independent certified public accounting firm or such other certified public
accounting firm reasonably acceptable to the Company as may be designated by the
Executive (the "Accounting Firm") which shall provide detailed supporting
calculations both to the Company and the Executive within 15 business days of
the receipt of  notice from the Executive that there has been a Payment, or such
earlier time as is requested by the Company.  All fees and expenses of the
Accounting Firm shall be borne solely by the Company.  Any Gross-Up Payment, as
determined pursuant to this Section 8, shall be paid by the Company to the
Executive within five days of the receipt of the Accounting Firm's
determination.  Any determination by the Accounting Firm shall be binding upon
the Company and the Executive.  As a result of the uncertainty in the
application of Section 4999 of the Code at the time of the initial determination
by the Accounting Firm hereunder, it is possible that Gross-Up Payments which
will not have been made by the Company should have been made ("Underpayment"),
consistent with the calculations required to be made hereunder.  In the event
that the Company exhausts its remedies pursuant to Section 8(c) and the
Executive thereafter is required to make a payment of any Excise Tax, the
Accounting Firm shall determine the amount of the Underpayment that has occurred
and any such Underpayment shall be promptly paid by the Company to or for the
benefit of the Executive.
 
          (c)  The Executive shall notify the Company in writing of any claim by
the Internal Revenue Service that, if successful, would require the payment by
the Company of the Gross-Up Payment.  Such notification shall be given as soon
as practicable but no later than ten business days after the Executive is
informed in writing of such claim and shall apprise the Company of the nature of
such claim and the date on which such claim is requested to be paid.  The
Executive shall not pay such claim prior to the expiration of the 30-day period
following the date on which he gives such notice to the Company (or such shorter
period ending on the date that any payment of taxes with respect to such claim
is due).  If the Company notifies the Executive in writing prior to the
expiration of such period that it desires to contest such claim, the Executive
shall:
 
                                      -10-
<PAGE>
 
               (i)   give the Company any information reasonably requested by
the Company relating to such claim,
 
               (ii)  take such action in connection with contesting such claim
as the Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim by
an attorney reasonably selected by the Company,
 
               (iii) cooperate with the Company in good faith in order
effectively to contest such claim, and
 
               (iv)  permit the Company to participate in any proceedings
relating to such claim;
 
provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses.  Without limitation on the foregoing provisions
of this Section 8(c), the Company shall control all proceedings taken in
connection with such contest and, at its sole option, may pursue or forgo any
and all administrative appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim and may, at its sole option, either
direct the Executive to pay the tax claimed and sue for a refund or contest the
claim in any permissible manner, and the Executive agrees to prosecute such
contest to a determination before any administrative tribunal, in a court of
initial jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs the Executive to pay
such claim and sue for a refund, the Company shall advance the amount of such
payment to the Executive, on an interest-free basis and shall indemnify and hold
the Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such advance;
and further provided that any extension of the statute of limitations relating
to payment of taxes for the taxable year of the Executive with respect to which
such contested amount is claimed to be due is limited solely to such contested
amount.  Furthermore, the Company's control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
the Executive shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing
authority.
 
          (d)  If, after the receipt by the Executive of an amount advanced by
the Company pursuant to Section 8(c), the Executive becomes entitled to receive
any refund with respect to such claim, the Executive shall (subject to the
Company's complying with the requirements of Section 8(c)) promptly pay to the
Company the amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto).  If, after the receipt by the Executive
of an amount advanced by the Company pursuant to Section 8(c), a  determination
is made that the
 
                                      -11-
<PAGE>
 
Executive shall not be entitled to any refund with respect to such claim and
the Company does not notify the Executive in writing of its intent to contest
such denial of refund prior to the expiration of 30 days after such
determination, then such advance shall be forgiven and shall not be required to
be repaid and the amount of such advance shall offset, to the extent thereof,
the amount of Gross-Up Payment required to be paid.
 
          9.  Confidential Information; Noncompetition.  (a)  The Executive
              ----------------------------------------
shall hold in a fiduciary capacity for the benefit of the Company all secret or
confidential information, knowledge or data relating to the Company or any of
its affiliated companies, and their respective businesses, which shall have been
obtained by the Executive during the Executive's employment by the Company or
any of its affiliated companies and which shall not be or become public
knowledge (other than by acts by the Executive or representatives of the
Executive in violation of this Agreement).  After termination of the Executive's
employment with the Company, the Executive shall not, without the prior written
consent of the Company or as may otherwise be required by law or legal process,
communicate or divulge any such information, knowledge or data to anyone other
than the Company and those designated by it.
 
          (b) Without the prior written consent of the Company, during the
Employment Period, and for twenty-four (24) months following the expiration of
this Agreement, the Executive shall not, as an employee or an officer, engage
directly or indirectly in any business or enterprise which is "in competition"
with the Company or its successors or assigns.  For purposes of this Agreement,
a business or enterprise will be deemed to be "in competition" if it is a
banking institution, the headquarters of which is within one hundred (100) miles
from the location of the Executive's  principal job location or office at the
time of termination of employment.  However, the Executive shall be allowed to
purchase and hold for investment less than three percent (3%) of the shares of
any corporation whose shares are regularly traded on a national securities
exchange or in the over-the-counter market.
 
          (c) In the event of a breach or threatened breach of this Section 9,
the Executive agrees that the Company shall be entitled to injunctive relief in
a court of appropriate jurisdiction to remedy any such breach or threatened
breach, the Executive acknowledges that damages would be inadequate and
insufficient.
 
          (d) Any termination of the Executive's employment or of this Agreement
shall have no effect on the continuing operation of this Section 9.  In no event
shall an asserted violation of the provisions of this Section 9 constitute a
basis for deferring or withholding any amounts otherwise payable to the
Executive under this Agreement.
 
          10.  Successors.  (a)  This Agreement is personal to the Executive and
               ----------
without the prior written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution.  This
Agreement shall inure to the benefit of and be enforceable by the Executive's
legal representatives.
 
                                      -12-
<PAGE>
 
          (b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.
 
          (c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place.  As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.
 
          11.  Dispute Resolution.  The Executive shall have the right and
               ------------------
option to elect to have any good faith dispute or controversy arising under or
in connection with this agreement settled by litigation or by arbitration.  If
arbitration is selected, such proceeding shall be conducted before a panel of
three (3) arbitrators sitting in a location selected by the Executive within
fifty (50) miles from the location of his principal place of employment, in
accordance with the rules of the American Arbitration Association then in
effect.  Judgment may be entered on the award of the arbitrators in any court
having competent jurisdiction.  All expenses of such litigation or arbitration,
including the reasonable fees and expenses of the legal representative for the
Executive, and necessary costs and disbursements incurred as a result of such
dispute or legal proceeding, and any prejudgment interest, shall be borne by the
Company.
 
          12.  Miscellaneous.  (a)  This Agreement shall be governed by and
               -------------
construed in accordance with the laws of the State of Delaware, without
reference to principles of conflict of laws.  The captions of this Agreement are
not part of the provisions hereof and shall have no force or effect.  This
Agreement may not be amended or modified otherwise than by a written agreement
executed by the parties hereto or their respective successors and legal
representatives.
 
          (b) Any notices, requests, demands, or other communications provided
for by this Agreement shall be sufficient if in writing and if sent by
registered or certified mail to the Executive at the last address he has filed
in writing with the Company or, in the case of the Company, to the General
Counsel of the Company, at the Company's principal offices.  Notice and
communications shall be effective when actually received by the addressee.
 
          (c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.
 
          (d) The Company may withhold from any amounts payable under this
Agreement such Federal, state, local or foreign taxes as shall be required to be
withheld pursuant to any applicable law or regulation.
 
          (e) The Executive's or the Company's failure to insist upon strict
compliance with any provision of this Agreement or the failure to assert any
right the Executive or the Company
 
                                      -13-
<PAGE>
 
may have hereunder, including, without limitation, the right of the Executive to
terminate employment for Good Reason of this Agreement, shall not be deemed to
be a waiver of such provision or right or any other provision or right of this
Agreement.
 
          (f) From and after the Effective Date this Agreement shall supersede
any other employment, severance or change of control agreement between the
parties with respect to the subject matter hereof including the Prior Agreement,
except as expressly provided herein.
 
     IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.

AMSOUTH BANCORPORATION
EMPLOYMENT AGREEMENT FOR C. DOWD RITTER

This EMPLOYMENT AGREEMENT is made, entered into, and is effective as of this 15th day of June, 1995 (the "Effective Date"), by and between AmSouth Bancorporation, a Delaware corporation, (the "Company"), and C. Dowd Ritter (the "Executive").

WHEREAS, the Executive is presently employed by the Company in the capacity of President and Chief Operating Officer; and

WHEREAS, the Executive possesses considerable experience and an intimate knowledge of the business and affairs of the Company, its policies, methods, personnel, and operations; and

WHEREAS, the Company recognizes that the Executive's contributions have been substantial and meritorious and, as such, the Executive has demonstrated unique qualifications to act in an executive capacity for the Company; and

WHEREAS, the Company is desirous of assuring the continued employment of the Executive in the above stated capacities, and Executive is desirous of having such assurance;

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements of the parties set forth in this Agreement, and of other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1. TERM OF EMPLOYMENT

The Company hereby agrees to employ the Executive and the Executive hereby agrees to continue to serve the Company, in accordance with the terms and conditions set forth herein, for an initial period of three (3) years, commencing as of the Effective Date of this Agreement, as indicated above.

Upon each new day of the three (3) year period of employment from the Effective Date until the Executive's sixty-second (62nd) birthday, the term of this Agreement automatically shall be extended for one (1) additional day, to be added to the end of the then-existing three (3) year term. Accordingly, at all times prior to (i) the Executive's attaining age 62 and (ii) a notice of employment termination (or an actual termination), the term of this Agreement shall be three (3) full years. However, either party may terminate this Agreement by giving the other party written notice of intent not to renew. Additionally, the automatic extensions of the term of this Agreement shall immediately be suspended upon an employment termination by reason of death, Disability, (as defined in Section 6.2), or Retirement (as defined in Section 6.1), or an

employment termination made voluntarily by the Executive (other than for Good Reason as defined in Section 6.6), or involuntarily for Cause (as defined in Section 6.5). The provisions applicable to such suspensions of the term of this Agreement are set forth in those Sections pertaining to each of such types of employment terminations.

In the event the Executive gives notice of employment termination, the term of this Agreement shall expire upon the ninetieth (90th) day following the delivery to the Company of such notice of employment termination. Except as otherwise provided in the following paragraph with respect to a voluntary termination for Good Reason (defined in Section 6.6 herein), a voluntary employment termination by the Executive shall result in the termination of the rights and obligations of the parties under this Agreement; provided, however, that the terms and provisions of Article 9 shall continue to apply.

In the event the Company desires to involuntarily terminate the employment of the Executive (for purposes of this Agreement, a voluntary employment termination by the Executive for Good Reason shall be treated as an involuntary termination of the Executive's employment without Cause), the Company shall deliver to the Executive a notice of employment termination, and the following provisions shall apply:

(a) In the event the involuntary termination is for Cause (defined in Section 6.5 herein), the term of this Agreement shall terminate on the ninetieth (90th) day following the delivery to the Executive of such notice of termination. Such a termination for Cause shall result in the termination of all rights and obligations of the parties under this Agreement; provided, however, that the terms and provisions of Article 9 shall continue to apply, and Section 6.5 shall apply until payments required thereunder have been made.

(b) In the event the involuntary termination is without Cause, the Executive shall be entitled to receive the severance benefits set forth in Section 6.4 herein; provided, however, that the terms and provisions of Article 9 shall continue to apply and Section 6.4 shall apply until payments required thereunder have been made.

ARTICLE 2. POSITION AND RESPONSIBILITIES

During the term of this Agreement, the Executive agrees to serve as President and Chief Operating Officer of the Company, and as a member of the Company's Board of Directors if so elected, and at a future higher level position, if so designated by the Board. In his capacity as President and Chief Operating Officer of the Company, the Executive shall report directly to the Chairman and Chief Executive Officer, and shall serve as the second in command and have management responsibility for a significant portion of the organization's operating line, as well as staff units. The Executive shall have the same status, privileges, and responsibilities normally inherent in such capacities in financial institutions of similar size and character to the Company. During the term of this agreement, the Executive may be promoted to a higher level

2

position such as Chairman and/or Chief Executive Officer. In such event the Executive shall have the same status, privileges, and responsibilities normally inherent in such capacities in financial institutions of similar size and character to the Company.

ARTICLE 3. STANDARD OF CARE

During the term of this Agreement, the Executive agrees to devote substantially his full time, attention, and energies to the Company's business and shall not be engaged in any other business activity, whether or not such business activity is pursued for gain, profit, or other pecuniary advantage. However, the Executive may serve as a director of other companies so long as such service is not injurious to the Company, and provided that such service is approved by the Board of the Company as may be required under the By-Laws of the Company. The Executive covenants, warrants, and represents that he shall:

(a) Devote his full and best efforts to the fulfillment of his employment obligations; and

(b) Exercise the highest degree of loyalty and the highest standards of conduct in the performance of his duties.

This Article 3 shall not be construed as preventing the Executive from investing assets in such form or manner as will not require his services in the daily operations of the affairs of the companies in which such investments are made.

ARTICLE 4. COMPENSATION

As remuneration for all services to be rendered by the Executive during the term of this Agreement, and as consideration for complying with the covenants herein, the Company shall pay and provide to the Executive the following:

4.1 BASE SALARY. The Company shall pay the Executive a Base Salary in an amount which shall be established from time to time by the Board of Directors of the Company or the Board's designee; provided, however, that such Base Salary shall not be less than four hundred sixty thousand dollars ($460,000) per year and if subsequently increased shall not be less than such increased amount ("Base Salary"). This Base Salary shall be paid to the Executive in equal semimonthly installments throughout the year, consistent with the normal payroll practices of the Company.

The annual Base Salary shall be reviewed at least annually following the Effective Date of this Agreement, while this Agreement is in force, to ascertain whether, in the judgment of the Board or the Board's designee, such Base Salary should be increased, based primarily on the performance of the Executive during the year. If so increased, the Base Salary as stated above shall, likewise, be increased for all purposes of this Agreement.

3

4.2 ANNUAL BONUS. In addition to his salary, the Executive shall be entitled to receive an opportunity to earn a cash bonus (the "Bonus") under the AmSouth Bancorporation Executive Incentive Plan established as of January 1, 1995, as amended from time to time (the "Executive Incentive Plan").

4.3 LONG-TERM INCENTIVES. During the term of this Agreement, the Executive shall be entitled to participate in any and all long-term incentive programs at a level that is commensurate with his position with the Company.

4.4 RETIREMENT BENEFITS. The Company shall provide to the Executive participation in all Company qualified defined benefit and defined contribution retirement plans, subject to the eligibility and participation requirements of such plans. The Executive's retirement benefits shall not be less than those that would be provided him under the terms of the Supplemental Retirement Plan and the Supplemental Thrift Plan, or as such benefits shall be increased, whether or not such benefits under the Supplemental Retirement Plan and the Supplemental Thrift Plan shall otherwise be decreased or eliminated. The obligations of the Company pursuant to this Section 4.4 shall survive the termination of this Agreement.

4.5 EMPLOYEE BENEFITS. The Company shall provide to the Executive all benefits to which other executives and employees of the Company are entitled to receive, as commensurate with the Executive's position, subject to the eligibility requirements and other provisions of such plans or arrangements. Such benefits shall include, but not be limited to, group term life insurance, comprehensive health and major medical insurance, dental and life insurance, and short-term and long-term disability.

4.6 PERQUISITES. The Company shall provide to the Executive, at the Company's cost, all perquisites to which other similarly situated executives of the Company are entitled to receive and such other perquisites which are suitable to the character of Executive's position with the Company and adequate for the performance of his duties hereunder.

4.7 RIGHT TO CHANGE PLANS. By reason of Sections 4.5 and 4.6 herein, the Company shall not be obligated to institute, maintain, or refrain from changing, amending, or discontinuing any benefit plan, program, or perquisite, so long as such changes are similarly applicable to executive employees generally.

ARTICLE 5. EXPENSES

The Company shall pay or reimburse the Executive for all ordinary and necessary expenses, in a reasonable amount, which the Executive incurs in performing his duties under this Agreement including, but not limited to, travel, entertainment, professional dues and subscriptions, and all dues, fees, and expenses associated with membership in various professional, business, and civic associations and societies in which the Executive's participation is in the best interest of the Company.

4

ARTICLE 6. EMPLOYMENT TERMINATIONS

6.1 TERMINATION DUE TO RETIREMENT OR DEATH. In the event the Executive's employment is terminated while this Agreement is in force by reason of early or normal retirement (as defined under the then established rules of the Company's tax-qualified retirement plan) ("Retirement"),or death, the Executive's benefits shall be determined in accordance with the Company's retirement, survivors' benefits, insurance, and other applicable programs of the Company then in effect. Upon the effective date of such termination, the Company's obligation under this Agreement to pay and provide to the Executive the elements of pay described in Sections 4.1, 4.2, and 4.3 shall immediately expire.

However, the Executive shall receive all other rights and benefits that he is vested in, pursuant to other plans and programs of the Company. In addition, subject to any conflicting terms of any short-term incentive program which would provide for greater benefits following such termination, the Company shall pay to the Executive (or the Executive's beneficiaries or estate, as applicable), a pro rata share of his Bonus for the fiscal year in which employment termination occurs, based on base bonus opportunity (as defined in the Executive Incentive Plan) for such fiscal year. This pro rata Bonus amount shall be determined at the sole discretion of the Company's Board of Directors, as a function of the number of days in such fiscal year prior to the date of employment termination in relation to the total number of days in such fiscal year. The pro rata Bonus shall be paid within sixty (60) days of the Effective Date of employment termination. Also, all unvested stock awards (including, but not limited to, any stock options and restricted stock) will vest in full on the date of termination.

6.2 TERMINATION DUE TO DISABILITY. In the event that the Executive becomes Disabled (as defined below) during the term of this Agreement and is, therefore, unable to perform his duties as set forth herein for more than ninety (90) total calendar days during any period of twelve (12) consecutive months, or in the event of the Board's reasonable expectation that the Executive's Disability will exist for more than a period of ninety (90) calendar days, the Company shall have the right to terminate the Executive's active employment as provided in this Agreement. However, the Board shall deliver written notice to the Executive of the Company's intent to terminate the Executive's employment for Disability at least thirty (30) calendar days prior to the effective date of such termination.

A termination of employment for Disability shall become effective upon the end of the thirty (30) day notice period, specified above. Upon such effective date, the Company's obligation to pay and provide to the Executive the elements of pay described in Sections 4.1, 4.2, and 4.3 shall immediately expire.

However, the Executive shall receive all rights and benefits that he is vested in, pursuant to other plans and programs of the Company. In addition, subject to any conflicting terms of any short-term incentive program which would provide for greater benefits following such termination, the Company shall pay to the Executive a pro rata

5

share of his Bonus for the fiscal year in which employment termination occurs, based on base bonus opportunity for such fiscal year. This pro rata Bonus amount shall be determined at the sole discretion of the Company's Board of Directors, as a function of the number of days in such fiscal year prior to the effective date of termination for Disability, in relation to the total number of days in such fiscal year. The pro rata Bonus shall be paid within sixty (60) days of the effective date of termination for Disability.

Also, all unvested stock awards (including, but not limited to, any stock options and restricted stock) will vest in full on the date of termination.

The term "Disability" shall mean, for all purposes of this Agreement, the incapacity of the Executive, due to injury, illness, disease, or bodily or mental infirmity, to engage in the performance of substantially all of the usual duties of employment with the Company as contemplated by Article 2 herein, such Disability to be determined by the Board of Directors of the Company upon receipt and in reliance on competent medical advice from one (1) or more individuals, selected by the Board, who are qualified to give such professional medical advice. The Executive consents to be examined by those individuals selected by the Board, who are qualified to give such professional medical advice.

It is expressly understood that the Disability of the Executive for a period of ninety (90) calendar days or less in the aggregate during any period of twelve (12) consecutive months, in the absence of any reasonable expectation that his Disability will exist for more than such a period of time, shall not constitute a failure by him to perform his duties hereunder and shall not be deemed a breach or default, and the Executive shall receive full compensation for any such period or for any other temporary illness or incapacity during the term of this Agreement.

6.3 VOLUNTARY TERMINATION BY THE EXECUTIVE. The Executive may terminate this Agreement at any time by giving the Board of Directors of the Company written notice of intent to terminate, delivered at least ninety (90) calendar days prior to the effective date of such termination. This section 6.3 shall not apply if the Executive terminates employment because of Retirement.

The Company shall pay the Executive his full Base Salary, at the rate then in effect as provided in Section 4.1 herein, through the effective date of termination, plus all other benefits to which the Executive has a vested right at that time (for this purpose, the Executive shall not be paid any Bonus with respect to the fiscal year in which voluntary termination under this Section 6.3 occurs). In the event that the voluntary termination is for Good Reason, the terms of Section 6.6 herein shall govern the parties' rights and obligations hereunder.

6.4 INVOLUNTARY TERMINATION BY THE COMPANY WITHOUT CAUSE. At any time during the term of this Agreement, the Board may terminate the Executive's employment, as provided under this Agreement, for reasons other than death, Disability, Retirement, or for Cause, by notifying the Executive in writing of the

6

Company's intent to terminate, at least ninety (90) calendar days prior the effective date of such termination.

Subject to the terms of Article 7 herein, following the expiration of the ninety (90) day notice period, the Company shall pay to the Executive a lump sum cash payment equal to the present value of the sum of the following amounts:

(a) The Base Salary which would have been paid to the Executive throughout the remaining years of the term of this Agreement;

(b) The annual bonus amount in the year of employment termination, calculated at the higher of the base bonus opportunity or anticipated actual, multiplied by the remaining years of the term of this Agreement;

(c) The annualized long-term incentive award for the year in which termination occurs, at the higher of the targeted level of award or anticipated actual, multiplied by the remaining years of the term of this Agreement; and

(d) The amount of the Executive's annual club dues bonus in the year of termination, multiplied by the remaining years of the term of this Agreement.

For purposes of making the present value calculations described above, the Company's Board shall treat such payments as if they were made at the point in time in the future when each such payment is scheduled to have been made. Such present value calculations shall be made at the sole discretion of the Board, using such assumptions and factors as it deems appropriate.

In addition, the Company shall make a prorated payment of the Executive's base bonus for the bonus year in which termination occurs, calculated at the sole discretion of the Company's Board. Payment of the base bonus shall be made in cash, in one lump sum, at the same time the payments described above are made.

Also, all unvested stock awards (including, but not limited to, any stock options and restricted stock) will vest on the date of termination.

Further, subject to the terms of Article 7 herein, the Company shall continue the Executive's health and welfare benefit coverage for the entire three (3)-year period following employment termination, at the same cost, and on the same terms as existed immediately prior to employment termination. The Company and the Executive thereafter shall have no further obligations under this Agreement. Notwithstanding the foregoing, in the event the Executive obtains Comparable Employment, as defined in Article 7 hereof, the Company's obligation to continue the Executive's health and welfare benefit coverage pursuant to this Section 6.4 shall immediately cease.

The payments described in this Section 6.4 shall be in part to compensate the Executive for being subject to the provisions of Article 9 hereafter, even though the

7

Executive's employment has been terminated without Cause or for Good Reason as provided in Section 6.6.

Also, the Company shall transfer to the Executive title to the Executive's Company car, without cost to the Executive, and shall pay to the Executive a lump sum cash payment in an amount necessary to fully gross-up the income tax effect of said transfer.

6.5 TERMINATION FOR CAUSE. Nothing in this Agreement shall be construed to prevent the Board from terminating the Executive's employment under this Agreement for "Cause."

"Cause" shall be determined by the Board in the exercise of good faith and reasonable judgment; and shall be defined as the conviction of the Executive for the commission of an act of fraud, embezzlement, theft, or other criminal act constituting a felony under U.S. laws involving moral turpitude; or the gross neglect of the Executive in the performance of any or all material covenants under this Agreement, for reasons other than the Executive's death, Disability, or Retirement. The Company's Board of Directors, by majority vote, shall make the determination of whether Cause exists, after providing the Executive with notice of the reasons the Board believes Cause may exist, and after giving the Executive the opportunity to respond to the allegation that Cause exists.

In the event this Agreement is terminated by the Board for Cause, the Company shall pay the Executive his Base Salary through the effective date of the employment termination and the Executive shall immediately thereafter forfeit all rights and benefits (other than vested benefits) he would otherwise have been entitled to receive under this Agreement. The Company and the Executive thereafter shall have no further obligations under this Agreement provided, however, that the provisions of Article 9 shall continue to apply.

6.6 TERMINATION FOR GOOD REASON. At any time during the term of this Agreement, the Executive may terminate this Agreement for Good Reason (as defined below) by giving the Board of Directors of the Company ninety (90) calendar days written notice of intent to terminate, which notice sets forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination. The Executive's ability to terminate for Good Reason is contingent upon his agreement to allow the Company to remedy, within such ninety (90)-day period, the events constituting Good Reason.

Upon the failure of the Company to remedy the events constituting Good Reason prior to the expiration of the ninety (90)-day notice period, the Good Reason termination shall become effective, and the Company shall pay and provide to the Executive the benefits set forth in Section 6.4 herein (as if the termination were an involuntary termination without Cause.)

8

Good Reason shall mean, without the Executive's express prior written consent, the occurrence of any one or more of the following:

(i) The assignment of the Executive to duties materially inconsistent with the Executive's authorities, duties, responsibilities, and status (including titles and reporting requirements) as an officer of the Company, or a material reduction or alteration in the nature or status of the Executive's authorities, duties, or responsibilities from those in effect as of the Effective Date (or as subsequently increased), other than an insubstantial and inadvertent act that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(ii) The Company's requiring the Executive to be based at a location in excess of thirty-five (35) miles from the location of the Executive's principal job location or office as of the Effective Date, except for required travel on the Company's business to an extent substantially consistent with the Executive's present business obligations;

(iii) A reduction by the Company of the Executive's Base Salary as in effect on the Effective Date, or as the same shall be increased from time to time;

(iv) An intentional material reduction by the Company of the Executive's aggregate incentive opportunities under the Company's short- and long-term incentive programs, as such opportunities exist on the Effective Date, or as such opportunities may be increased after the Effective Date. For this purpose, a reduction in the Executive's incentive opportunities shall be deemed to have occurred in the event his targeted annualized award opportunities and/or the degree of probability of attainment of such annualized award opportunities, are materially diminished from the levels and probability of attainment that existed as of the Effective Date or as such opportunity and/or degree of probability have been increased from time to time;

(v) The failure of the Company to maintain the Executive's relative level of coverage under the Company's employee benefit or retirement plans, policies, practices, or arrangements in which the Executive participates as of the Effective Date, both in terms of the amount of benefits provided and the relative level of the executive's participation. For this purpose, the Company may eliminate and/or modify existing programs and coverage levels; provided, however, that the Executive's level of coverage under all such programs must be at least as great as is such coverage provided to executives who have the same or lesser levels of reporting responsibilities within the Company's organization;

(vi) The failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform the Company's obligations under this Agreement, as contemplated in Article 11 herein; and

9

(vii) Any purported termination by the Company of the Executive's employment that is not effected pursuant to a notice of termination satisfying the requirements of Article 1 herein, and for purposes of this Agreement, no such purported termination shall be effective.

The Executive's right to terminate employment for Good Reason shall not be affected by the Executive's incapacity due to physical or mental illness. The Executive's continued employment shall not constitute a consent to, or a waiver of rights with respect to, any circumstance constituting Good Reason herein.

Upon a termination of the Executive's employment for Good Reason at any time during the term of this Agreement, the Executive shall be entitled to receive the same payments and benefits as he is entitled to receive following an involuntary termination of his employment by the Company without Cause, as specified in Section 6.4 herein.

ARTICLE 7. DUTY TO MITIGATE

As a condition to receiving the severance benefits described in Section 6.4 (with the exception of the transfer of the Company car and payment of any taxes related thereto, as described in Section 6.4) or in 6.6 herein, the Executive agrees that he shall actively seek full-time employment throughout the period following his employment termination. In the event that, prior to the end of the third year following the Executive's employment termination, the Executive obtains "Comparable Employment" (defined below), a pro rata amount of the severance benefits previously paid to the Executive shall be returned by the Executive to the Company. The pro rata amount to be repaid by the Executive shall be determined by multiplying the cash lump sum payment described in Section 6.4 herein by a fraction, the numerator of which is the number of months between the date the Executive secures such Comparable Employment and the end of the three (3)-year period following employment termination, and the denominator of which is thirty-six (36).

For purposes of this Agreement, "Comparable Employment" shall mean a full-time executive position which provides the Executive with total compensation opportunities (determined, for purposes of this Agreement, by adding base pay, targeted bonus opportunity, and targeted annualized long-term incentive opportunities) substantially equal to the Executive's total compensation opportunities which exist as of the Effective Date. The Compensation Committee shall make the determination of whether "Comparable Employment" has been obtained.

ARTICLE 8. EXCISE TAX GROSS-UP

8.1 EQUALIZATION PAYMENT. In the event that the Executive becomes entitled to severance benefits under Section 6.4 or 6.6 herein ("Severance Benefits"), if any of the Severance Benefits will be subject to the tax (the "Excise Tax") imposed by Section

10

4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any similar tax that may hereafter be imposed, the Company shall pay to the Executive in cash an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive after deduction of (i) any Excise Tax on the Severance Benefits and (ii) any Federal, state, and local income tax and Excise Tax on the Gross-Up Payment provided for by this Section 8.1, shall be equal to the Severance Benefits. Such payment shall be made by the Company to the Executive as soon as practicable following the effective date of termination, but in no event beyond thirty (30) days from such date.

8.2 TAX COMPUTATION. For purposes of determining whether any of the Severance Benefits will be subject to the Excise Tax and the amounts of such Excise Tax:

(a) Any other payments or benefits received or to be received by the Executive in connection with a change in control of the Company or the Executive's termination of employment (whether pursuant to the terms of this Plan or any other plan, arrangement, or agreement with the Company, or with any individual, entity, or group of individuals or entities (individually and collectively referred to in this Section 8.2 as "Persons") whose actions result in a change in control of the Company or any Person affiliated with the Company or such Persons) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Internal Revenue Code, and all "excess parachute payments" within the meaning of Code Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by the Company's independent auditors and acceptable to the Executive, such other payments or benefits (in whole or in part) do not constitute parachute payments, or unless such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Code Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the excise tax;

(b) The amount of the Severance Benefits which shall be treated as subject to the Excise Tax shall be equal to the lesser of: (i) the total amount of the Severance Benefits; or (ii) the amount of excess parachute payments within the meaning of Code Section 280G(b)(1) of the Code (after applying clause (a) above); and

(c) The value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. The base amount shall be determined by the Company's independent auditors in accordance with the principles of sections 280G(d)(3) of the Code.

For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay Federal income taxes at the highest marginal rate of Federal

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income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the effective date of employment, net of the maximum reduction in Federal income taxes which could be obtained from deduction of such state and local taxes.

8.3 SUBSEQUENT RECALCULATION. In the event the Internal Revenue Service adjusts the computation of the Company under Section 8.1 herein, is adjusted by the Internal Revenue Service which adjustment becomes binding on the Service, the Company, and the Executive, so that the Executive did not receive the greatest net benefit, the Company shall reimburse the Executive for the full amount necessary to make the Executive whole, plus a market rate of interest, as determined by the Board of Directors.

ARTICLE 9. NONCOMPETITION

9.1 PROHIBITION ON COMPETITION. Without the prior written consent of the Company, during the term of this Agreement, and for twenty-four (24) months following the expiration of this Agreement, the Executive shall not, as an employee or an officer, engage directly or indirectly in any business or enterprise which is "in competition" with the Company or its successors or assigns. For purposes of this Agreement, a business or enterprise will be deemed to be "in competition" if it is a banking institution, the headquarters of which is within one hundred (100) miles from the location of the Executive's principal job location or office at the time of termination of employment.

However, the Executive shall be allowed to purchase and hold for investment less than three percent (3%) of the shares of any corporation whose shares are regularly traded on a national securities exchange or in the over- the-counter market.

9.2 DISCLOSURE OF INFORMATION. The Executive recognizes that he has access to and knowledge of certain confidential and proprietary information of the Company which is essential to the performance of his duties under this Agreement. The Executive will not, during or after the term of his employment by the Company, in whole or in part, disclose such information to any person, firm, corporation, association, or other entity for any reason or purpose whatsoever, nor shall he make use of any such information for his own purposes.

9.3 SPECIFIC PERFORMANCE. The parties recognize that the Company will have no adequate remedy at law for breach by the Executive of the requirements of this Article 9 and, in the event of such breach, the Company and the Executive hereby agree that, in addition to the right to seek monetary damages, the Company will be entitled to a decree of specific performance, mandamus, or other appropriate remedy to enforce performance of such requirements.

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ARTICLE 10. INDEMNIFICATION

The Company hereby covenants and agrees to indemnify and hold harmless the Executive in a manner consistent with the provisions of the Company's Restated Certificate of Incorporation.

ARTICLE 11. ASSIGNMENT

11.1 ASSIGNMENT BY COMPANY. This Agreement may and shall be assigned or transferred to, and shall be binding upon and shall inure to the benefit of, any successor of the Company, and any such successor shall be deemed substituted for all purposes of the "Company" under the terms of this Agreement. As used in this Agreement, the term "successor" shall mean any person, firm, corporation, or business entity which at any time, whether by merger, purchase, or otherwise, acquires all or substantially all of the assets or the business of the Company. Notwithstanding such assignment, the Company shall remain, with such successor, jointly and severally liable for all its obligations hereunder.

Failure of the Company to obtain the agreement of any successor to be bound by the terms of this Agreement prior to the effectiveness of any such succession shall be a breach of this Agreement, and shall immediately entitle the Executive to compensation from the Company in the same amount and on the same terms as the Executive would be entitled in the event of an termination of employment, as provided in Section 6.4 herein.

Except as herein provided, this Agreement may not otherwise be assigned by the Company.

11.2 ASSIGNMENT BY EXECUTIVE. The services to be provided by the Executive to the Company hereunder are personal to the Executive, and the Executive's duties may not be assigned by the Executive; provided, however that this Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, and administrators, successors, heirs, distributees, devisees, and legatees. If the Executive dies while any amounts payable to the Executive hereunder remain outstanding, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's devisee, legatee, or other designee or, in the absence of such designee, to the Executive's estate.

ARTICLE 12. DISPUTE RESOLUTION AND NOTICE

12.1 DISPUTE RESOLUTION. The Executive shall have the right and option to elect to have any good faith dispute or controversy arising under or in connection with this Agreement settled by litigation or by arbitration.

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If arbitration is selected, such proceeding shall be conducted before a panel of three (3) arbitrators sitting in a location selected by the Executive within fifty (50) miles from the location of his principal place of employment, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the award of the arbitrators in any court having competent jurisdiction.

All expenses of such litigation or arbitration, including the reasonable fees and expenses of the legal representative for the Executive, and necessary costs and disbursements incurred as a result of such dispute or legal proceeding, and any prejudgment interest, shall be borne by the Company.

12.2 NOTICE. Any notices, requests, demands, or other communications provided for by this Agreement shall be sufficient if in writing and if sent by registered or certified mail to the Executive at the last address he has filed in writing with the Company or, in the case of the Company, to an executive officer of the Company, at the Company's principal offices.

ARTICLE 13. MISCELLANEOUS

13.1 ENTIRE AGREEMENT. This Agreement supersedes any prior agreements or understandings, oral or written, between the parties hereto, or between the Executive and the Company, with respect to the subject matter hereof, and constitutes the entire agreement of the parties with respect thereto. Without limiting the generality of the foregoing sentence, this Agreement completely replaces and supersedes the terms of the Change in Control Compensation Agreement, entered into by and between the Company and the Executive on December 16, 1993, concerning the Executive's entitlement to payments and benefits arising as a result of a change in control of the Company.

13.2 MODIFICATION. This Agreement shall not be varied, altered, modified, canceled, changed, or in any way amended except by mutual agreement of the parties in a written instrument executed by the parties hereto or their legal representatives.

13.3 SEVERABILITY. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect.

13.4 COUNTERPARTS. This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

13.5 TAX WITHHOLDING. The Company may withhold from any benefits payable under this Agreement all Federal, state, city, or other taxes as may be required pursuant to any law or governmental regulation or ruling.

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13.6 BENEFICIARIES. The Executive may designate one or more persons or entities as the primary and/or contingent beneficiaries of any amounts to be received under this Agreement. Such designation must be in the form of a signed writing acceptable to the Board or the Board's designee. The Executive may make or change such designation at any time.

ARTICLE 14. GOVERNING LAW

To the extent not preempted by Federal law, the provisions of this Agreement shall be construed and enforced in accordance with the laws of the state of Alabama.

IN WITNESS WHEREOF, the Executive has executed, and the Company (pursuant to a resolution adopted at a duly constituted meeting of the Company's Board of Directors) has executed this Agreement, as of __________, 1995.

AMSOUTH BANCORPORATION EXECUTIVE:

By:_____________________________

________________________
John W. Woods
C. Dowd Ritter
Chairman and Chief Executive Officer

Attest:_________________________
Henry D. Rumble
Senior Vice President

Human Resources Administration