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                                                                    EXHIBIT 10-A
                                                                                
                             AMSOUTH BANCORPORATION
                            LIFE INSURANCE AGREEMENT
 

1.    RECITALS
 
      WHEREAS, C. Dowd Ritter (the "Participant) has been and continues to be a
      valued key employee of AmSouth Bancorporation (the "Company"), and
      
      WHEREAS, the Company has agreed to provide the Participant with an
      insurance death benefit payable on the death of the last survivor of the
      Participant and Susan B. Ritter, the Participant's spouse ("His Spouse");
      and
      
      WHEREAS, in exchange for such death benefit, the Participant has agreed to
      waive his rights to participate in certain group term life insurance plans
      maintained by the Company; and
      
      WHEREAS, the Participant has agreed that he and His Spouse will provide
      any medical history information to the insurance company or submit to any
      medical exams or tests as required by the insurance company for the
      coverage to be issued; and
 
      WHEREAS, the Participant has agreed that the right to designate a
      beneficiary for such insurance death benefit, as well as the ability to
      assign such right, shall be irrevocably assigned from inception to William
      D. Ritter and Elaine B. Ritter (the "Assignees").
 
      NOW, THEREFORE, in consideration of the promises and representations of
      the parties as herein recited, and in recognition of other good and
      valuable consideration, the receipt and sufficiency of which is
      acknowledged, the Participant, by and through his Assignees, and the
      Company hereby agree as follows, effective April 1, 1998.

2.    DEFINITIONS
 
      For purposes of this Agreement, the following terms have the meanings set
      forth below:

      2.01          ALTERNATIVE DEATH BENEFIT means a Company-paid death benefit
                    paid by the Company to each Assignee's beneficiary(ies)
                    pursuant to an Alternative Death Benefit Election made by an
                    Assignee under Section 7 of this Agreement.

      2.02          ALTERNATIVE DEATH BENEFIT AMOUNT means an amount that, after
                    subtracting any Company federal, state, and local income tax
                    savings resulting from the deductibility of the payment for
                    corporate tax purposes, is equal to the Participant's
                    Coverage Amount. The

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                    Alternative Death Benefit Amount shall be determined at the
                    time the payment is to be made, based on the Company's
                    federal, state and local income tax rate (calculated at the
                    highest marginal tax rate then applicable to the Company,
                    but net of any federal deduction for state and local taxes)
                    at the time of the payment.

      2.03          Alternative Death Benefit Election means an election made by
                    the Assignees pursuant to Section 7 of the Agreement.
                    
      2.04          Assignee means, with respect to one-half of the
                    Participant's Coverage Amount, William D. Ritter, and with
                    respect to the other one-half of the Participant's Coverage
                    Amount, Elaine B. Ritter, or the person or entity to which
                    an Assignee assigns his or her interest under the Agreement.
                    
      2.05          Change in Control means a change in control of the Company,
                    as such term is defined in the AmSouth Bancorporation
                    Employment Agreement for C. Dowd Ritter, as in effect from
                    time to time, or if none is in effect, the last such
                    agreement in effect;
                    
      2.06          Company means AmSouth Bancorporation.
 
      2.07          Company Death Benefit means the portion of the Policy's
                    death benefit payable to Company as provided in Section 6.
                    
      2.08          Effective Date means April 1, 1998.
 
      2.09          His Spouse means Susan B. Ritter
 
      2.10          Insurer means American General Life Insurance Company.
 
      2.11          Participant means C. Dowd Ritter.
 
      2.12          Participant's Coverage Amount means the portion of the
                    Policy's death benefit payable to the beneficiary(ies) of
                    the Assignees, which shall equal an aggregate of $3,339,795.
 
      2.13          Policy means the life insurance policy acquired on the lives
                    of the Participant and the Participant's spouse which is
                    subject to the terms of this Agreement, which is American
                    General Life Insurance Company policy number A10170987L.

      2.14          Policy Owner means the Company.

      2.15          Premium means the amount the Company is obligated to pay to
                    the Insurer with respect to the Policy.

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3.  AMOUNT AND TYPE OF COVERAGE

      3.01          Type of Policy and Coverage Amount. The Policy shall provide
                    for a Participant Coverage Amount of $3,339,795. The Policy
                    shall insure the Participant and His Spouse, with the death
                    benefit payable at the death of the last survivor of the
                    Participant and His Spouse.

      3.02          Benefits Under Group Term Life Plan. In recognition of the
                    insurance coverage provided under this Agreement, the
                    Participant's coverage under the group term life plan
                    maintained by the Company shall be limited to $50,000, and
                    shall be paid for by the Company.

4.  PAYMENT OF PREMIUMS

      4.01          Company Payments. Within thirty (30) days after the initial
                    annual policy Premium is billed, the Company shall pay the
                    first annual Policy Premium of $40,887. Thereafter, the
                    Company shall pay an annual Policy Premium of $40,887 on
                    each of the next fourteen (14) Policy anniversary dates,
                    unless the Company's obligation to pay Premiums for the
                    Policy terminates pursuant to the provisions of this
                    Agreement; any such Premium shall be paid by the Company
                    within thirty (30) days of the Policy anniversary date. A
                    portion of the Policy Premium payable by the Company shall
                    be collected by the Company from the Participant, as
                    provided in Section 4.02.
 
      4.02          Participant Payments. The Participant shall pay a portion of
                    the Policy Premium through semi-monthly payroll deducted
                    payments to the Company. For each pay period, the amount
                    payable by the Participant shall be determined by
                    multiplying the Participant's current annual base salary, as
                    then in effect, by 0.0003 and dividing the result by 2.
 
                    The Participant's semi-monthly contribution for the coverage
                    shall continue until the earliest to occur of: the
                    Participant's termination of employment with the Company;
                    the Participant's death; or, the termination of this
                    Agreement.

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      4.03          Termination Events. The Company's obligation to pay Premiums
                    with respect to the Policy shall terminate:
                    
                    a. Automatically upon the death of the last survivor of the
                    Participant and His Spouse; or
                    
                    b. Upon the mutual written agreement of Company and the
                    Assignees.


5.    POLICY OWNERSHIP

      5.01          Ownership. The Company shall be the owner of the Policy and
                    shall be entitled to exercise the rights of ownership,
                    except that the following rights shall be exercisable by
                    each Assignee: (i) the right to designate the
                    beneficiary(ies) to receive payment of that portion of the
                    death benefit under such Policy equal to the Participant's
                    Coverage Amount unless there is an election for an
                    Alternative Death Benefit in effect; and (ii) the right to
                    assign any part or all of the Assignees' rights under the
                    policy to any person, entity or trust. The Company shall not
                    borrow from, hypothecate, withdraw cash value from,
                    surrender in whole or in part, cancel, or in any other
                    manner encumber the Policy without the prior written consent
                    of the Assignees. The Company shall not take any other
                    action with respect to the Policy that may reduce the
                    Participant's Coverage Amount without the prior written
                    consent of the Assignees.
                    
       5.02         Possession of Policy. The Company shall keep possession of
                    the Policy. The Company agrees to make the Policy available
                    to the Assignees or to the Insurer at such times, and on
                    such terms as the Company determines for the sole purposes
                    of endorsing or filing any change of beneficiary or
                    assignment on the Policy.


6.    DEATH BENEFIT
 
      Upon the death of the last survivor of the Participant and His Spouse, the
      death benefit under the Policy shall be divided as follows:

      a.    The beneficiary(ies) of the Assignees shall be entitled to receive
            the Participant's Coverage Amount.

      b.    The Company shall be entitled to receive as the Company Death
            Benefit an amount equal to the excess, if any, of the Policy's death
            benefit over the Participant's Coverage Amount.

      The Company agrees to execute an endorsement to the Policy issued to it by

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      the Insurer providing for the division of the Policy death benefit in
      accordance with the provisions of this Section. 

      Notwithstanding the provisions of this Section, if the Policy death
      benefit becomes payable while there is an Alternative Death Benefit
      Election in effect pursuant to Section 7, then the entire Policy death
      benefit shall be paid to the Company.


7.    ALTERNATIVE DEATH BENEFIT ELECTION.

      Each Assignee may elect an Alternative Death Benefit under this Agreement
      in lieu of the insurance benefit provided under the Policy. Any such
      election shall be filed with the Company in such form as may be prescribed
      by the Company. The Alternative Death Benefit shall be paid by the Company
      from the general funds of the Company, and shall not constitute an
      insurance benefit. It shall be paid by the Company to each Assignee's
      beneficiary(ies) at the time the Participant's insurance death benefit
      would have been paid (at the death of the survivor of the Participant and
      His Spouse). The amount of the payment shall be equal to the Alternative
      Death Benefit Amount. As long as an Alternative Death Benefit Election is
      in effect, the beneficiary(ies) of each Assignee shall receive only the
      Alternative Death Benefit, and shall not be entitled to receive any
      portion of any death benefits that would become payable under the Policy,
      and the Assignees shall cooperate with Company in effecting a change of
      beneficiary of the Policy to achieve such result. An Alternative Death
      Benefit Election (or an election to revoke such an election) shall be
      effective when any necessary documentation is submitted to and accepted by
      the Insurer. The Company will promptly submit any required forms or
      documents to the Insurer when an Alternative Death Benefit Election is
      made or revoked.


8.    CHANGE IN CONTROL
 
      If there is Change in Control:

      a.   this Agreement and the Company's obligation to pay Policy Premiums
           hereunder shall become irrevocable at the time of the Change in
           Control;
  
      b.   the Company immediately shall transfer the ownership of the Policy to
           an irrevocable trust to: (i) pay any Premiums projected to be payable
           on the Policy after the Change in Control and (ii) pay any
           Alternative Death Benefit that becomes payable under Section 7 of
           this Agreement;
 
      c.   the Company immediately shall fund such irrevocable trust with an
           amount sufficient to pay all necessary projected future Premiums for
           the Policy; and
           
      d.   the provisions of Sections 4.02 and 4.03 shall continue to apply as
           if there had been no Change in Control.


      The occurrence of a Change in Control shall not preclude an Assignee from
      thereafter making (or

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      revoking) an Alternative Death Benefit Election pursuant to Section 7.
 
      Notwithstanding the creation and funding of an irrevocable trust in
      accordance with the provisions of this Section, the Company or its
      successor shall continue to be responsible for the Premium costs
      associated with the Policy and any Alternative Death Benefits payable
      under Section 7, if such amounts are not paid by the trust for any reason,
      or if the trust's assets become insufficient to pay any required amounts. 

9.    COMPANY DEFAULT

      9.01  Company Default. A Company Default shall be deemed to have occurred
            with respect to the Policy if the Company fails to pay a Premium on
            the Policy as required under the terms of the Agreement within sixty
            (60) days after the due date for such Premium, or if the Company
            processes or attempts to process a policy loan, or a complete or
            partial surrender, or a cash value withdrawal without prior written
            approval from the Assignees.


      9.02  Rights Under Company Default. In the event of a Company Default as
            described in Section 9.01, the Assignees shall have the right to
            require the Company to cure the Company Default by notifying the
            Company in writing within sixty (60) days after the Company Default
            occurs, or if later, within thirty (30) days after the Assignees
            become aware of the Company Default. If the Company fails to cure
            the Company Default within sixty (60) days after being notified by
            the Assignees of the Company Default, the Assignees shall have the
            right to require the Company to transfer its interest in the
            Participant's Policy to the Assignees. The Assignees may exercise
            this right by notifying the Company, in writing, within sixty (60)
            days after the end of the sixty (60) day period following the
            Assignees' notification to the Company of the Company Default. Upon
            receipt of such notice, the Company shall immediately transfer its
            rights in the Policy to the Assignees and the Company shall
            thereafter have no rights with respect to such Policy. The
            Assignees' failure to exercise their rights under this Section shall
            not be deemed to release the Company from any of its obligations
            under the Agreement, and shall not preclude the Assignees from
            seeking other remedies with respect to the Company Default. Also,
            the Assignees' failure to exercise their rights under this Section
            will not preclude the Assignees from exercising such rights upon a
            later Company Default.

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10.   GOVERNING LAWS AND NOTICES

      10.01 Governing Law. This Agreement shall be governed by and construed in
            accordance with the substantive law of Alabama without giving effect
            to the choice of law rules of Alabama.
            
      10.02 Notices. All notices hereunder shall be in writing and sent by first
            class mail with postage prepaid. Any notice to the Company shall be
            addressed to the attention of the Human Resources Director, AmSouth
            Bancorporation at the principal office of the Company at 1901 6th
            Avenue North, 9th Floor, Birmingham, AL 35203. Any notice to an
            Assignee shall be addressed to the Assignee at the address following
            such party's signature on this Agreement. Any party may change its
            address by giving written notice of such change to the other parties
            pursuant to this Section.


11.   MISCELLANEOUS PROVISIONS

      11.01 This Agreement shall not be deemed to constitute a contract of
            employment between the Participant and the Company, nor shall any
            provision restrict the right of the Company to discharge the
            Participant, or to restrict the right of the Participant to
            terminate services.
            
      11.02 The masculine pronoun includes the feminine and the singular
            includes the plural where appropriate for valid construction.
            
      11.03 If the Participant or His Spouse commits suicide within two years of
            the Policy issue, or if the Participant or His Spouse made any
            material misstatement of information or nondisclosure of medical
            history pertaining to the Policy issue and dies within two years of
            the Policy issue, then no benefits shall be payable to the
            beneficiary(ies) of the Assignees.
            
      11.04 In the event of any inconsistency between the terms of this
            Agreement and the terms of the Policy purchased hereunder, the terms
            of the Policy shall be controlling as to the Participant, the
            Assignees, a successor-in-interest (if any), and the beneficiary or
            beneficiaries.
            
      11.05 The terms and conditions of this Agreement shall inure to the
            benefit of and bind the Company, the Participant, the Assignees and
            their successors and representatives. The Company shall have the
            right to absolutely and irrevocably assign its rights, title and
            interest in a Policy without the consent of the Assignees.

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      11.06 In the event that this Agreement is considered to be a welfare
            benefit plan under the Employee Retirement Income Security Act of
            1974, as amended, the named fiduciary responsible for administering
            the Agreement shall be the Human Resources Division of AmSouth Bank
            (the "Administrator").
            
      11.07 Any claim for benefits under this Agreement shall be made to the
            Administrator. If the Administrator denies the claim in whole or in
            part, the Administrator shall, within thirty (30) days of receipt of
            the claim, write a letter to the claimant setting forth the reasons
            for denial with specific reference to provisions of the Agreement,
            describing any additional material or information necessary for the
            claimant to perfect the claim (explaining why such is needed), and
            explaining the necessary steps for appeal. In the event there are
            special circumstances delaying the Administrator's determination of
            a claim, the Administrator shall notify the claimant in writing
            within thirty (30) days explaining the special circumstances and
            stating that an answer will be provided within thirty (30) days from
            the date of such letter. If the claimant does not receive an answer
            to his or her claim within thirty (30) days of filing or receipt of
            such extension notice, whichever is later, the claim will be deemed
            to have been denied and the claimant shall be entitled to proceed
            with an appeal as if the claim was denied and such letter of denial
            was received on such 30th day.
            
            Any claimant may within sixty (60) days after receipt of the letter
            referred to in the immediately preceding paragraph, appeal to the
            Administrator and request a review of the denial of benefit with
            opportunity to appear in person or, at claimant's option, to submit
            his or her position in writing only. Appeals not timely filed shall
            be barred. The claimant shall have the opportunity to submit written
            or oral evidence and arguments in support of his or her claim. At
            the hearing (or prior thereto upon five (5) business days written
            notice to the Plan Administrator) the claimant or his or her
            representative shall have an opportunity to review all documents in
            the possession of the Administrator that are pertinent to the claim
            at issue and to disallowance of the claim. The Administrator's
            decision shall be made promptly, and shall not ordinarily be made
            later than 60 days after the receipt of the request for review by
            the Administrator. However, if special circumstances exist (such as
            the need to hold a hearing) such decision shall be rendered as soon
            as possible, but not later than 120 days after receipt of the
            request for review. If a claimant does not receive a written
            decision by such time, the claim, the denial of which was the basis
            of the appeal, shall be deemed to have been finally denied.

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_______________________     ________________________
Signature                   Signature

Elaine B. Ritter            William D. Ritter
202 Fox Hall Road           781 Euclid Circle
Birmingham, AL  35213       Birmingham, AL  35213


AMSOUTH BANCORPORATION
By:


__________________________________
Signature


Henry D. Rumble
----------------------------------
Name


SVP, Human Resources Administration
-----------------------------------
Title


Consent and Acknowledgment of Participant:

The undersigned Participant has read and understands the terms of this
Agreement, consents to the terms of this Agreement and agrees to be bound by and
subject to the terms of this Agreement to the same extent as if Participant had
been a party to this Agreement.  Further, the Participant agrees that the
insurance benefits provided under this Agreement satisfy the Company's
obligation to provide insurance benefits pursuant to Section 4.5 of the
Employment Agreement between the Participant and the Company.



                                                  __________________________
                                                  C. Dowd Ritter

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