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                                                         EXHIBIT 10-w

                    [AMSOUTH BANK LETTERHEAD APPEARS HERE]


                                        October 7, 1997

Ms. Kristen M. Hudak
4212 Antietam Drive
Birmingham, AL 35213

Dear Kris:

This letter will confirm our agreement regarding the terms of your future
employment relationship with AmSouth Bank (together with its affiliates,
"AmSouth").

1.  Duties

     (a) From the date of your acceptance of this agreement until December 31,
1997 (the "First Employment Period"), you will continue with your current duties
as Senior Executive Vice President, Financial and Operations Group, including
your duties as Chief Financial Officer of AmSouth.   Notwithstanding the
foregoing, if in the judgment of the Chief Executive Officer of AmSouth it would
be in the best interests of AmSouth for you to relinquish some or all of such
duties on a date prior to December 31, 1997, then you agree to do so and in such
case the First Employment Period will end on that earlier date.

     (b) If as of the last day of the First Employment Period you have not begun
full-time employment with a new employer (as used in this agreement, new
employment shall include full-time, self-employment), then during the period
(the "Second Employment Period") beginning on the day next following the First
Employment Period and ending on March 31, 1998, and during any Third Employment
Period that you may be employed by AmSouth as provided in Section 2(a) hereof,
your duties will be to handle such special projects as may be assigned to you
from time to time by the Chief Executive Officer of AmSouth.  You and AmSouth
agree that you may be employed by both a new employer and by AmSouth during the
Second Employment Period only.  In such event, your duties at AmSouth would be
adjusted so as not to prevent you from performing your duties for your new
employer and your compensation would be as provided in Section 2 hereof.  In
addition, in such event you agree that you will not hold yourself out to your
new employer as still being under the direction of AmSouth, will disclaim any
right to be covered under AmSouth's indemnification policies or under its
director and officer liability or other insurance and will take such other
actions as may be reasonably requested by AmSouth so as to avoid any such
insurance covering you or your actions in your new employment or in any other
activity.


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     (c) You agree to use your best efforts to obtain new employment as soon as
possible.  You agree that until you obtain new employment, your primary activity
will be to obtain new employment.  On a monthly basis and otherwise when and if
from time to time requested, you will advise the Executive Vice President, Human
Resources as to the status of your search for new employment.

     (d) Notwithstanding anything to the contrary in this agreement, (i) you may
voluntarily terminate your employment relationship with AmSouth at any time and
thereby forego any and all compensation otherwise payable to you after such date
as a result of such relationship as described in Section 2 hereof, and (ii) you
agree that your employment with AmSouth may be terminated at any time by AmSouth
and that you would not receive any compensation otherwise payable to you after
such termination, upon (x) during the First Employment Period, your willful and
continued failure to substantially perform your duties (other than any such
failure resulting from your disability as defined in the AmSouth Bancorporation
1996 Long Term Incentive Compensation Plan), after a written demand from the
Chief Executive Officer to you that specifically identifies the manner in which
the Chief Executive Officer believes that you have not substantially performed
your duties, and you have failed to remedy the situation within thirty calendar
days of receiving such notice, (y) your conviction for committing an act of
fraud, embezzlement, theft or another act constituting a felony or (z) the
willful engaging by you in gross misconduct materially and demonstrably
injurious to AmSouth, as determined by the Chief Executive Officer, provided
that no act or failure to act on your part will be considered "willful" unless
done, or omitted to be done, by you not in good faith and without reasonable
belief that your action or omission was in the best interest of AmSouth.

2.  Compensation

     (a) Base Salary.  You will continue to be paid your base salary at a rate
of $27,917 per month during the First Employment Period.  During the Second
Employment Period you will continue to be paid a base salary at such rate until
the date that you begin new employment elsewhere.  If you have already begun new
employment elsewhere as of the first day of the Second Employment Period you
will not receive any base salary but will nonetheless continue to be considered
employed by AmSouth during the Second Employment Period.  If as of March 31,
1998 the Second Employment Period is still continuing and you advise the
Executive Vice President, Human Resources in writing on  that date that you do
not expect to begin new employment elsewhere by April 1, 1998, then a final
period of employment (the "Third Employment Period") will begin as of April 1,
1998 and will end on the earlier to occur of (i) the date that you begin
employment elsewhere or (ii) June 30, 1998.  You will continue to be paid a base
salary at a rate of $27,917 per month during the Third Employment Period, if
any.


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     (b)  Continuation of Certain Benefits.  AmSouth will continue to pay the
current premiums which it now pays for your present medical and dental and life
insurance benefits through the First Employment Period and the Second Employment
Period, and if there is a Third Employment Period through such Third Employment
Period.  You will receive separate information regarding your rights to
continuation of health insurance following your termination of employment.  To
the extent that you have such rights, this agreement will not impair those
rights.

      (c)  Other Benefits. You will continue to receive your current car
allowance,  matching payments under any defined contribution retirement plan,
payment of home security service fees, reimbursement for country club and other
club dues, reimbursement for financial planning services and any other
perquisites which you are currently receiving (except for health and insurance
benefits which are covered in Section 1(b) and except for other compensation or
benefits which may be covered expressly below in this agreement) only until
December 31, 1997.  You will not receive any such amounts after December 31,
1997.  Notwithstanding the foregoing, AmSouth will continue to pay for the
financial planning services of The Ayco Company, L.P. through April 30, 1998 if
requested by you.

     (d)  EIP.  You will be considered to be working for AmSouth as of the
"Award Date"  for the 1997 "Plan Year" as defined in the AmSouth Bancorporation
Executive Incentive Plan (the "EIP Plan"), and will be eligible for an Award
under the normal terms of such EIP Plan on such Award Date.  AmSouth agrees that
such Award Date will be not later than March 31, 1998.

     (e)  LTIP.  Subject to Section 1(d) hereof, you will be considered to be
employed by AmSouth during the First Employment Period and the Second Employment
Period and during any Third Employment Period, and will thereby be eligible
during such Employment Periods as may occur to exercise "Options" and to vest in
any shares of "Restricted Stock" as may have been heretofore granted to you
under the AmSouth Bancorporation 1989 Long Term Incentive Compensation Plan and
the AmSouth Bancorporation 1996 Long Term Incentive Compensation Plan (together,
the "LTIP Plan"), so long as any such exercise or vesting is in accordance with
the normal terms of the LTIP Plan (other than the terms of such plan concerning
accelerated vesting in the event of a change in control of AmSouth).  For
purposes of clarity, this means that, subject to Section 1(d) hereof,  you will
have a total of 45,000 Options under the LTIP Plan which will be exercisable
prior to the end of the Third Employment Period, and a total of 15,000 shares of
Restricted Stock which will vest prior to the end of the Third Employment
Period.  You agree that you will sign an agreement at the time that you receive
such shares of Restricted Stock by which you make the same waiver and release as
of such date as is made in Section 4(f) hereof.

     (f) Outplacement Benefits.  During any part of the First or Second
Employment Periods that you have not yet begun new employment, and during any
Third Employment Period, you will be eligible for outplacement benefits,
including use of office facilities that provide you with a separate office with
a door and secretarial support and access to career counseling services.



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     (g)  No Rights to Other Compensation.  You agree that you will have no
rights to any other compensation or benefits, whether under a plan or otherwise,
from AmSouth or any plan sponsored by AmSouth during any Employment Period or
thereafter, or otherwise as a result of this agreement, except as expressly
provided above.  Notwithstanding the generality of the foregoing, you expressly
acknowledge and agree that you will have no right to (i) receive any "Restricted
Stock" or any "Opportunity" under the terms of the  AmSouth Bancorporation 1997
Performance Incentive Plan, (ii) receive any payments under any AmSouth
severance plan or (iii) receive any amounts under your Executive Severance
Agreement, or any amounts under any compensation plan or grant letter under any
compensation plan, which amounts are payable solely as a result of a change in
control of AmSouth which occurs after December 31, 1997.  Without limiting the
foregoing, you hereby waive any right you might otherwise have for notice of
termination of your Executive Severance Agreement, other than the notice
provided in the previous sentence.

3.  Resignation

     (a) You agree that you will voluntarily resign, in writing addressed to the
Chief Executive Officer of AmSouth,  from your employment with AmSouth effective
as the last date of your employment but no later than July 1, 1998.  The
effective date of such resignation, whether on or before July 1, 1998, is
hereinafter referred to as the "Resignation Effective Date").  You will also
agree to sign such other documents as may be reasonably be requested by AmSouth
as of the Resignation Effective Date, including without limitation the document
contemplated by Section 3(b) hereof.

     (b) As of the Resignation Effective Date you will acknowledge in writing
that (i) you have been paid for your earned salary and benefits through that
date and (ii) you make the same waiver and release as of such date as is made in
Section 4(f) hereof.

     (c) You agree that by not later than the last day of the First Employment
Period you will have returned to AmSouth, and will acknowledge in writing that
you have returned to AmSouth (i) any information you have about AmSouth's
practices, procedures, trade secrets, customer lists, product marketing, or
nonpublic financial information or strategic plans and (ii) any company badges,
company identification cards, company credit cards, pagers, or other company
property.

4.  Actions During and After Continued Employment

     (a) You agree that during your employment with AmSouth you will continue to
be bound by and will comply with the AmSouth Statement of Responsibilities, as
the same may be amended from time to time.  You further agree that you will be
bound by and will comply with such Statement after your employment with AmSouth
ends, to the extent that the Statement so requires.



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     (b)  Without limiting subsection (a) of this Section 4, you agree that
unless required or otherwise permitted by law, you will not disclose to others
any information regarding the following:

     (i) Any information regarding AmSouth's practices, procedures, trade
secrets, customer lists, product marketing or nonpublic financial information or
strategic plans; or

     (ii) The terms of this agreement, the payments to be made to you as
described herein or the fact of their payment, which are confidential except
that you may disclose this information to your spouse, attorney, accountant or
other professional advisor to whom you must make the disclosure in order for
them to render professional services to you.  You will instruct them, however,
to maintain the confidentiality of this information just as you must.  AmSouth
agrees that it will not disclose internally or externally the terms of this
agreement, the payments to be made to your as described herein or the fact of
their payment, except that it may disclose such information to employees,
directors or agents of AmSouth who have a business need to know such information
and except that AmSouth retains sole discretion to determine the content of any
disclosure that in the opinion of counsel to AmSouth is required by law or
regulation.

     (c) You agree that you will reasonably cooperate with and assist AmSouth in
the future in responding to any government agency inquiries to the extent your
assistance is reasonably necessary.  You also agree that you will reasonably
cooperate with and assist AmSouth in responding to any claims or lawsuits to the
extent your assistance is reasonably necessary.  AmSouth agrees that it will pay
your reasonable out-of-pocket expenses, if any, in connection with any such
cooperation and assistance on your part described in the prior two sentences.
In addition, as an employee or former employee of AmSouth you are entitled to
indemnification and for advancement of expenses if and to the extent provided
for in the Certificate of Incorporation of AmSouth.

     (d) You agree that you will not seek unemployment compensation benefits and
that the basis for your separation of employment makes you ineligible for such
benefits.

     (e) You agree that you will not make any disparaging, false, misleading or
negative comments or remarks about or regarding (i) your employment and
separation of employment from AmSouth, and (ii) AmSouth and its predecessors,
subsidiaries, related entities, officers, directors, shareholders, agents,
attorneys, employees, successors or assigns.  AmSouth agrees that it will not
make any disparaging, false, misleading or negative comments or remarks about or
regarding you or your separation of employment from AmSouth.

     (f) You waive and release and promise never to assert any and all claims
that you have or might have against AmSouth and its predecessors, subsidiaries,
related entities, officers, directors, shareholders, agents, attorneys,
employees, successors, or assigns, arising from or related to your employment
with AmSouth and/or the termination of your employment with AmSouth. These
claims include, but are not limited to, claims arising under federal, state and
local statutory or common law, such as the Age Discrimination in Employment Act,
Title VII of the Civil Rights Act, as amended, including the amendments of the
Civil Rights Act of 1991, the


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Americans with Disabilities Act, the Civil Rights Act of 1866, 42 U.S.C. Section
1981, the Rehabilitation Act of 1973, the Employee Retirement Income Security
Act, the Fair Labor Standards Act, Executive Order 11246, the Family Medical
Leave Act, the Occupational Safety and Health Act, the National Labor Relations
Act, any other federal, state, or local law or regulation, and the law of
contract and tort.

     (g) You do not waive rights or claims that may arise after the date this
agreement is signed by you.

5.  Communications

     (a) You and AmSouth will mutually agree upon the content of any internal or
external communications concerning your relinquishment of your current duties as
contemplated in Section 1(b) above and your resignation from employment as
contemplated in Section 3 above; provided, however, that AmSouth will retain
sole discretion to determine the content of any disclosure that in the opinion
of counsel to AmSouth is required by law or regulation.

     (b) You acknowledge  and agree that AmSouth's policy is to provide neutral
references concerning existing or former employees and that such policy will be
applied to you.

6.  Miscellaneous

     (a) You agree that this agreement constitutes the entire agreement between
you and AmSouth and cannot be modified except in a writing signed by you and
AmSouth.  You agree that in executing this agreement you are not relying on any
statements, promises, or representations except as expressly contained herein.
You further agree that this agreement is governed by the laws of the State of
Alabama.

     (b) You agree that in the event there is any dispute over the terms and
conditions of this agreement or the enforcement of this agreement, the exclusive
jurisdiction and venue for the resolution of any such disputes shall be the
state or federal courts located in Jefferson County, Alabama.  You further agree
to waive any right to jury trial with respect to any disputes regarding the
terms and conditions of this agreement or the enforcement thereof.

     (c) You agree that in the event that you breach any of your obligations
under this agreement or as otherwise imposed by law, AmSouth will be entitled to
recover the benefits and other compensation paid to you from and after the date
hereof, to refuse to pay any further benefits and compensation after such breach
and to obtain all other relief provided by law or equity. Additionally, you
agree that in the event you breach any of your obligations under this agreement
AmSouth will be entitled to its reasonable attorney's fees and costs in
enforcing the agreement.



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     (d) The following is required by the Older Workers Benefit Protection Act:

           (i) You have up to twenty-one (21) days from the date of this letter
or until close of business on October 28, 1997, to accept the terms of this
Agreement, although you may accept it at any time within those twenty-one (21)
days. You are advised to consult an attorney about the agreement.

           (ii) To accept the agreement, please date and sign this letter and
return it to me. An extra copy for your files is enclosed. Once you do so, you
will still have an additional seven (7) days in which to revoke your acceptance.
To revoke, you must send me a written statement of revocation by registered
mail, return receipt requested. If you do not revoke, the eighth day after the
date of your acceptance will be the effective date of the agreement.

     (e) You acknowledge and agree that the arrangements described in this
agreement, including without limitation the arrangements permitting you to
continue your current duties through the First Employment Period as provided in
Section 1 hereof for the compensation described in Section 2, are preferable to
you than an earlier termination of your employment, and constitute sufficient
consideration for your obligations hereunder including without limitation your
agreement contained in Section 4(f) hereof.

                                      Sincerely,


                                      /s/ David B. Edmonds
                                      --------------------
                                      David B. Edmonds
                                      Executive Vice President
                                      Human Resources

     By signing this letter, I acknowledge that I have had the opportunity to
review this agreement carefully with an attorney of my choice; that I have read
this agreement and understand the terms of this agreement; and that I
voluntarily agree to them.

     Dated:  October 10, 1997


                                    /s/ Kristen M. Hudak
                                    --------------------
                                    Kristen M. Hudak