Form of Indemnification Agreement For Directors

Exhibit 10.2

DIRECTOR INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT (this " Agreement" ), dated as of , 2006, between AMSOUTH BANCORPORATION, a Delaware corporation (the " Company" ), and , a resident of the State of (" Indemnitee" ).

RECITALS:

WHEREAS, in order to induce Indemnitee to serve or to continue to serve as a member of the Board of Directors of the Company, the Company is entering into this Indemnification Agreement with Indemnitee.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows: Section 1. As used in this Agreement:

(a) The term " Affiliated Entity" means any other corporation, partnership, joint venture, trust or other enterprise owned, controlled or otherwise affiliated with the Company. (b) The term " Expenses" means all costs, expenses, liability and loss, including attorneys' fees, judgments, fines, penalties and amounts paid or to be paid in defense or settlement of a Proceeding.

(c) The term " Proceeding" means any threatened, pending or completed action, suit, proceeding or investigation, whether brought in the right of the Company, an Affiliated Entity or otherwise and whether of a civil, criminal, administrative or investigative nature.

(d) References to " other enterprise" include employee benefit plans; references to " fines" include any ERISA or other excise taxes assessed with respect to any employee benefit plan; references to " serving at the request of the Company" include any service as a director, officer, employee or agent of any Affiliated Entity or which imposes duties on, or involves services with respect to, an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan will be deemed to have acted in a manner " not opposed to the best interests of the Company" as referred to in this Agreement. Section 2. The Company will indemnify Indemnitee and hold Indemnitee harmless from and against all Expenses actually and reasonably incurred by Indemnitee if Indemnitee is or was a party or is threatened to be made a party to or otherwise becomes involved (including, without limitation, as a witness) in any Proceeding (other than a Proceeding by or in the right of the Company) by reason of the fact that Indemnitee is or was a director of the Company or is or was serving at the request of the Company, whether the basis of such Proceeding is alleged action in an official capacity as a director of the Company or in any other capacity, provided that Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful, to the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such

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amendment permits the Company to provide greater indemnification rights than such law theretofore permitted the Company to provide), or by other applicable law as then in effect. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal Proceeding, had reasonable cause to believe his or her conduct was unlawful.

Section 3. The Company will indemnify Indemnitee and hold Indemnitee harmless from and against all Expenses actually and reasonably incurred by Indemnitee if Indemnitee is or was a party or is threatened to be made a party to or otherwise becomes involved (including, without limitation, as a witness) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director of the Company or is or was serving at the request of the Company, whether the basis of such Proceeding is alleged action in an official capacity as a director of the Company or in any other capacity, provided that Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, to the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment ...