AMSOUTH BANCORPORATION BYLAWS


ARTICLE 1 - OFFICES

SECTION 1.1 PRINCIPAL EXECUTIVE OFFICE AND OTHER OFFICES

The principal executive office of the corporation shall be at
such place, either within or without the State of Alabama, as may
be designated from time to time by the Board of Directors. The
corporation may have such other offices, either within or without
the State of Alabama, as the Board of Directors may designate or
as the business of the corporation may require from time to time.


ARTICLE 2 - SHAREHOLDER MEETINGS


SECTION 2.1 ANNUAL MEETING

The annual meeting of the shareholders of the corporation shall
be held on such date and at such time as may be fixed by
resolution of the Board of Directors, for the purpose of electing
directors and for the transaction of such other business as may
come before the meeting. If the day fixed for the annual meeting
is a legal holiday in the state in which the meeting is to be
held, the meeting shall be held on the next succeeding business
day. If the election of directors shall not be held on the day
fixed by the Board of Directors for any annual meeting of the
shareholders, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as convenient.


SECTION 2.2 SPECIAL MEETINGS

Special meetings of the shareholders, for any purpose or
purposes, may be called only as provided in the Restated
Certificate of Incorporation.
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SECTION 2.3 PLACE OF MEETING

The place of meeting shall be the principal executive office of
the corporation unless some other place, either within or without
the State of Alabama, is designated by the Board of Directors.

SECTION 2.4 NOTICE OF MEETINGFORM; CONTENTS; DELIVERY METHOD; DELIVERY TIME

Written notice stating (a) the place, day, and hour of the
meeting and (b) in the case of a special meeting, a meeting that
is required by statute to be held for any special purpose, or an
annual meeting at which special action is to be taken, the
purpose or purposes for which the meeting is called, or the
special action proposed to be taken, shall be delivered either
personally, by mail, or by electronic transmission in compliance
with applicable law, by or at the direction of the Board of
Directors, the Chief Executive Officer, the Secretary, or the
persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall be
deemed to be given when deposited in the United States mail
addressed to the shareholder at the shareholder's address as it
appears on the records of the corporation, with postage thereon
prepaid. Any such notice that relates to an annual meeting of
shareholders shall be delivered not less than ten (10) nor more
than sixty (60) days before the date of the meeting; and any such
notice that relates to any special meeting of shareholders shall
be delivered as provided in the Restated Certificate of
Incorporation. An affidavit of the Secretary or an Assistant
Secretary or the transfer agent of the corporation that notice
has been given shall, in the absence of fraud, be prima facie
evidence of the facts stated therein.

When a meeting is adjourned to another time or place, notice need
not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the shareholders may transact any
business that might have been transacted at the original meeting.
If the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting,
a notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting.

Any shareholder may waive notice of any meeting in the manner
provided in Section 9.1 of these bylaws. Attendance of a
shareholder at a meeting of shareholders shall constitute a
waiver of notice of such a meeting, except when the shareholder
attends a meeting for the express purpose of objecting at the
beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened.

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Any previously scheduled meeting of the shareholders (other than
a meeting called by shareholders under Section VII(b) of the
Restated Certificate of Incorporation) may be postponed, and any
special meeting of the shareholders (other than a meeting called
by shareholders of the corporation under Section VII(b) of the
Restated Certificate of Incorporation) may be cancelled, by
resolution of the Board of Directors upon public announcement (as
defined in Section 2.12(C)(2) of these bylaws) given prior to the
time previously scheduled for such meeting of shareholders.

SECTION 2.5 FIXING OF RECORD DATE

In order that the corporation may determine the shareholders
entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, the Board of Directors may fix a
record date, which record date shall not precede the date upon
which the resolution fixing the record date is adopted by the
Board of Directors, and which record date shall be not more than
sixty (60) nor less than ten (10) days before the date of such
meeting. If no record date is fixed by the Board of Directors,
the record date for determining shareholders entitled to notice
of or to vote at a meeting of shareholders shall be at the close
of business on the date next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the
day next preceding the day on which the meeting is held. A
determination of shareholders of record entitled to notice of or
to vote at a meeting of shareholders shall apply to any
adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.

SECTION 2.6 VOTING LISTS

The officer having charge of the stock ledger for shares of the
corporation shall make, at least ten (10) days before each
meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting, or any adjournment thereof,
arranged in alphabetical order, with the address and the number
of shares registered in the name of each shareholder, which list,
for a period of ten (10) days prior to such meeting, shall be
kept on file at the principal office of the corporation and shall
be subject to inspection by any shareholder, for any purpose
germane to the meeting, at any time during usual business hours.
Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of
any shareholder during the whole time of the meeting. The


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original stock ledger shall be the only evidence as to who are
the shareholders entitled to examine such list or stock ledger or
books of the corporation or to vote in person or by proxy at any
meeting of shareholders.

SECTION 2.7 QUORUM

A majority of the outstanding shares of the corporation entitled
to vote, present in person or represented by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a
majority of the outstanding shares entitled to vote are
represented at a meeting, a majority of the shares so represented
may adjourn the meeting from time to time without further notice.
At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted that might have been
transacted at the meeting under the original notice. The
shareholders present at a duly organized meeting may continue to
transact business until the meeting is adjourned, notwithstanding
the withdrawal of enough shareholders to leave less than a
quorum.

SECTION 2.8 PROXIES

At all meetings of shareholders, a shareholder may vote by proxy
in writing executed by the shareholder or by the shareholder's
duly authorized attorney in fact. A shareholder may also vote by
proxy by means of telephone, telegram, cablegram or other means
of electronic transmission, if such transmission is submitted
with information from which it can be determined that such
electronic transmission was authorized by the shareholder, and
provided that such proxy complies with procedures established by
the corporation respecting proxies communicated by electronic
transmission. Such proxy, or such information respecting an
electronic transmission, shall be filed with the Secretary of the
corporation before or at the time of the meeting. No proxy shall
be valid after eleven (11) months from the date of its execution,
unless otherwise provided in the proxy.

SECTION 2.9 VOTING OF SHARES

Each outstanding share entitled to vote shall be entitled to one
(1) vote upon each matter submitted to a vote at a meeting of the
shareholders. Directors shall be elected by a plurality of the
votes of the shares present in person or represented by a proxy
at the meeting and entitled to vote on the election of directors.
In all matters other than the election of directors, the

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affirmative vote of a majority of shares present in person or
represented by a proxy at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders, except as
otherwise provided in the Restated Certificate of Incorporation
or as otherwise required by Delaware law.

Where a separate vote by class or classes is required, a majority
of the outstanding shares of such class or classes, present in
person or represented by proxy, shall constitute a quorum
entitled to take action with respect to that vote on that matter,
and the affirmative vote of a majority of the shares of such
class or classes present in person or represented by proxy at the
meeting shall be the act of such class, except as otherwise
provided in the Restated Certificate of Incorporation or as
otherwise required by Delaware law.

The vote on all questions shall be taken in such manner as the
Chairman prescribes, provided, however, that all votes taken at
any meeting of shareholders, including, without limitation, votes
taken with respect to the election of directors, shall be by
written ballot.

SECTION 2.10 VOTING OF SHARES BY CERTAIN HOLDERS

Except as provided in this paragraph, shares of the corporation
standing in the name of another corporation may be voted by such
officer, agent, or proxy as the bylaws of such corporation may
prescribe, or, in the absence of such provision, as the board of
directors of such corporation may determine. Shares of its own
capital stock belonging to the corporation or to another
corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly
or indirectly, by the corporation, shall neither be entitled to
vote nor to be counted for quorum purposes; provided, however,
that nothing in this section shall be construed as limiting the
right of any corporation to vote stock, including but not limited
to its own stock, held by it in a fiduciary capacity.

Shares that have been called for redemption shall not be deemed
to be outstanding shares for the purpose of voting or determining
the total number of shares entitled to vote on any matter on and
after the date on which written notice of redemption has been
sent to holders thereof and a sum sufficient to redeem such
shares has been irrevocably deposited or set aside to pay the
redemption price to the holders of the shares upon surrender of
certificates therefor.

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Shares held by an administrator, executor, guardian, or
conservator may be voted by such person, either in person or by
proxy, without a transfer of such shares into such person's name.
Shares standing in the name of a trustee may be voted by such
trustee, either in person or by proxy; but no trustee shall be
entitled to vote shares held by such trustee without a transfer
of such shares into such trustee's name.

Shares standing in the name of a receiver may be voted by such
receiver, and shares held or under the control of a receiver may
be voted by such receiver without the transfer thereof into such
receiver's name if authority so to do is contained in an
appropriate order of the court by which such receiver was
appointed.

A shareholder whose shares are pledged shall be entitled to vote
such shares unless in the transfer by the pledgor on the books of
the corporation the pledgor has expressly empowered the pledgee
to vote thereon, in which case only the pledgee, or the pledgee's
proxy, may represent such shares and vote thereon.

If shares or other securities of the corporation having voting
powers stand of record in the names of two (2) or more persons,
whether fiduciaries, members of a partnership, joint tenants,
tenants in common, tenants by the entirety or otherwise, or if
two (2) or more persons have the same fiduciary relationship
respecting the same shares, unless the Secretary of the
corporation is given written notice to the contrary and is
furnished with a copy of the instrument or order appointing them
or creating the relationship wherein it is so provided, their
acts with respect to voting shall have the following effect:

(a) If only one (1) votes, the act of such person binds all;

(b) If more than one (1) vote, the act of the majority so voting
binds all;

(c) If more than one (1) vote, but the vote is evenly split on
any particular matter, each fraction may vote the securities
in question proportionately. If the instrument so filed
shows that any such tenancy is held in unequal interests, a
majority or even split for the purpose of this section shall
be a majority or even split in interest.

SECTION 2.11 INSPECTORS

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Prior to any meeting of shareholders, the Board of Directors or
the Chief Executive Officer shall appoint one or more inspectors
to act at the meeting and make a written report thereof and may
designate one or more persons as alternate inspectors to replace
any inspector who fails to act. If no inspector or alternate is
able to act at the meeting of shareholders, the person presiding
at the meeting shall appoint one or more inspectors to act at the
meeting. Inspectors may, but are not required to be, employees of
the corporation or of its subsidiaries. Each inspector, before
entering upon the discharge of his or her duties, shall take and
sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his or her
ability.

The inspectors shall ascertain the number of shares outstanding
and the voting power of each, determine the shares represented at
the meeting and the validity of proxies and ballots, count all
votes and ballots, determine and retain for a reasonable period a
record of the disposition of any challenges made to any
determination by the inspectors and certify their determination
of the number of shares represented at the meeting and their
count of all votes and ballots. The inspectors may appoint or
retain other persons or entities to assist them in the
performance of their duties.

The date and time of the opening and closing of the polls for
each matter upon which the shareholders will vote at a meeting
shall be announced at the meeting. No ballot, proxies, or votes,
nor any revocations thereof or changes thereto, shall be accepted
by the inspectors after the closing of the polls.

In determining the validity and counting of proxies and ballots,
the inspectors shall be limited to an examination of the proxies,
any envelopes submitted therewith, any information provided by a
shareholder who submits a proxy by telegram, cablegram, or other
electronic transmission from which it can be determined that the
proxy was authorized by the shareholder, ballots, and the regular
books and records of the corporation, except that the inspectors
may also consider other reliable information for the limited
purpose of reconciling proxies and ballots submitted by or on
behalf of banks, brokers, their nominees or similar persons which
represent more votes than the holder of a proxy is authorized by
the record owner to cast or more votes than the shareholder holds
of record. If the inspectors consider other reliable information
for such purpose, they shall, at the time they make their
certification, specify the precise information considered by
them, including the person or persons from whom they obtained the
information, when the information was obtained, the means by
which the information was obtained and the basis for the
inspectors' belief that such information is accurate and
reliable.

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SECTION 2.12 NOTICE OF SHAREHOLDER BUSINESS AND NOMINATIONS

(A) Annual Meetings of Shareholders.
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(1) Nominations of persons for election to the Board of
Directors and the proposal of business to be considered by
the shareholders may be made at an annual meeting of
shareholders (a) pursuant to the corporation's notice of
meeting, (b) by or at the direction of the Board of
Directors or (c) by any shareholder of the corporation who
was a shareholder of record at the time of giving of notice
provided for in this bylaw, who is entitled to vote at the
meeting and who complies with the notice procedures set
forth in this Section 2.12.

(2) For nominations or other business to be properly brought
before an annual meeting by a shareholder pursuant to clause
(c) of paragraph (A)(1) of this Section 2.12, the
shareholder must have given timely notice thereof in writing
to the Secretary of the corporation, and such other business
must otherwise be a proper matter for shareholder action. To
be timely, a shareholder's notice shall be delivered to the
Secretary at the principal executive office of the
corporation not later than the close of business on the
sixtieth (60th) day nor earlier than the close of business
on the ninetieth (90th) day prior to the first anniversary
of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is
more than thirty (30) days before or more than sixty (60)
days after such anniversary date, notice by the shareholder
to be timely must be so delivered not earlier than the close
of business on the ninetieth (90th) day prior to such annual
meeting and not later than the close of business on the
later of the sixtieth (60th) day prior to such annual
meeting or the tenth (10th) day following the day on which
public announcement of the date of such meeting is first
made by the corporation. In no event shall the public
announcement of an adjournment of an annual meeting commence
a new time period for the giving of a shareholder's notice
as described above. Such shareholder's notice shall set
forth (a) as to each person whom the shareholder proposes to
nominate for election or re-election as a director, all
information relating to such person that is required to be
disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required,
in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange

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Act") and Rule 14a-11 thereunder (including such person's
written consent to being named in the proxy statement as a
nominee and to serving as a director if elected); (b) as to
any other business that the shareholder proposes to bring
before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material
interest in such business of such shareholder and the
beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the shareholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination
or proposal is made (i) the name and address of such
shareholder, as they appear on the corporation's books, and
of such beneficial owner and (ii) the class and number of
shares of the corporation that are owned beneficially and of
record by such shareholder and such beneficial owner.

(3) Notwithstanding anything in the second sentence of paragraph
(A)(2) of this Section 2.12 to the contrary, if the number
of directors to be elected to the Board of Directors of the
corporation is increased and there is no public announcement
by the corporation naming all of the nominees for director
or specifying the size of the increased Board of Directors
at least seventy (70) days prior to the first anniversary of
the preceding year's annual meeting, a shareholder's notice
required by this bylaw shall also be considered timely, but
only with respect to nominees for any new positions created
by such increase, if it shall be delivered to the Secretary
at the principal executive office of the corporation not
later than the close of business on the tenth (10th) day
following the day on which such public announcement is first
made by the corporation.

(B) Special Meetings of Shareholders.

Only such business shall be conducted at a special meeting
of shareholders as shall have been brought before the
meeting pursuant to the corporation's notice of meeting.
Nominations of persons for election to the Board of
Directors may be made at a special meeting of shareholders
at which directors are to be elected pursuant to the
corporation's notice of meeting (a) by or at the direction
of the Board of Directors or (b) provided that the Board of
Directors has determined that directors shall be elected at
such meeting, by any shareholder of the corporation who is a
shareholder of record at the time of giving of notice
provided for in this bylaw, who shall be entitled to vote at
the meeting and who complies with the notice procedures set
forth in this Section 2.12.

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If the corporation calls a special meeting of shareholders
for the purpose of electing one or more directors to the
Board of Directors, any such shareholder may nominate a
person or persons (as the case may be), for election to such
position(s) as specified in the corporation's notice of
meeting, if the shareholder's notice required by paragraph
(A)(2) of this Section 2.12 shall be delivered to the
Secretary at the principal executive offices of the
corporation not earlier than the close of business on the
ninetieth (90th) day prior to such special meeting and not
later than the close of business on the later of the
sixtieth (60th) day prior to such special meeting or the
tenth (10th) day following the day on which public
announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting. In no event shall
the public announcement of an adjournment of a special
meeting commence a new time period for the giving of a
shareholder's notice as described above.

(C) General.
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(1) Only such persons who are nominated in accordance with the
procedures set forth in this Section 2.12 shall be eligible
to serve as directors, and only such business shall be
conducted at a meeting of shareholders as shall have been
brought before the meeting in accordance with the procedures
set forth in this Section 2.12. Except as otherwise provided
by law, the chairman of the meeting shall have the power and
duty to determine whether a nomination or any business
proposed to be brought before the meeting was made or
proposed, as the case may be, in accordance with the
procedures set forth in this Section 2.12 and, if any
proposed nomination or business is not in compliance with
this Section 2.12, to declare that such defective proposal
or nomination shall be disregarded.

(2) For purposes of this Section 2.12, "public announcement"
shall mean disclosure in a press release reported by the Dow
Jones News Service, Associated Press or comparable national
news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(3) Notwithstanding the foregoing provisions of this Section
2.12, a shareholder shall also comply with all applicable
requirements of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth
in this Section 2.12. Nothing in this section shall be
deemed (a) to affect any rights (i) of shareholders

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to request inclusion of proposals in the corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act or
(ii) of the holders of any series of preferred stock of the
corporation to elect directors under specified circumstances
or (b) to grant to any shareholder any right to nominate
persons for election to the Board of Directors, or to
propose business to be considered by the shareholders, that
such shareholder would not have had in the absence of this
Section 2.12, it being the intent of this section only to
provide for the procedure for making such nominations or
proposals of business to be considered.


ARTICLE 3 - BOARD OF DIRECTORS


SECTION 3.1 GENERAL POWERS

The business and affairs of the corporation shall be managed
under the direction of its Board of Directors.


SECTION 3.2 NUMBER, TENURE, AND QUALIFICATIONS

(a) Subject to the provisions of Paragraph (5) of Section XI of
the Restated Certificate of Incorporation relating to the
rights of the holders of any class or series of Preferred
Stock, as defined in Section IV of the Restated Certificate
of Incorporation, to elect under specified circumstances by
separate class vote additional directors, the number of
directors of the corporation shall be fixed from time to
time by the affirmative vote of two-thirds of the total
number of directors then in office who have been elected by
the holders of the capital stock of the corporation entitled
to vote generally for the election of directors. No decrease
in the number of directors shall shorten the term of any
incumbent director.

(b) Directors need not be residents of Alabama or Delaware nor
shareholders of the corporation.

(c) The qualifications and retirement policies of the members of
the Board of Directors shall be established from time to
time by resolution of the Board of Directors.

(d) Any director may resign at any time upon written notice to
the corporation. Any director or the entire Board of
Directors may be

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removed at any time, but only for cause and only as provided
in the Restated Certificate of Incorporation.


SECTION 3.3 REGULAR MEETINGS

A regular meeting of the Board of Directors shall be held without
other notice than this bylaw at 1:00 p.m., local time, on the
third Thursday of January, March, April, June, July, October, and
December (unless such date shall fall on a holiday observed by
AmSouth Bank of Alabama, in which event the meeting shall be held
on the next succeeding business day and at the same hour or at
such other hour as may be designated by the Board of Directors).
Regular meetings of the Board of Directors shall be held at the
principal executive office of the corporation or such other
location as may be determined by the Board of Directors or as
permitted by law. The Board of Directors may provide, by
resolution, the time and place, either within or without the
State of Alabama, for the holding of additional or substitute
regular meetings without other notice than such resolution.

SECTION 3.4 SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by or at
the request of the Chief Executive Officer or any three (3)
directors. A special meeting of the Board of Directors shall be
held at the principal office of the corporation unless all
directors agree in advance and in writing that it be held at
another place, either within or without the State of Alabama.


SECTION 3.5 PARTICIPATION BY CONFERENCE TELEPHONE

Members of the Board of Directors, or of any committee thereof,
may participate in any meeting of the Board of Directors or of
any such committee by means of a conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other; and
participation in a meeting in such manner shall constitute
presence in person at the meeting.

SECTION 3.6 ACTION BY CONSENT WITHOUT A MEETING

Any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken
without a meeting, if a written consent thereto is signed by all
members of the Board of

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Directors or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the
Board of Directors or committee.

SECTION 3.7 NOTICE

At least one (1) day's notice of any special meeting of the Board
of Directors or of any meeting of a committee of the Board of
Directors shall be given to all directors or committee members,
as the case may be, unless, in the opinion of the officer or
directors calling the meeting, an emergency exists that requires
less than one (1) day's notice; in that event, only such notice
need be given as such officer or directors shall direct. Any
director may waive notice of any meeting, as provided in Section
9 of these bylaws. The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where
a director attends a meeting for the express purpose of objecting
at the beginning of the meeting to the transaction of any
business because the meeting is not lawfully called or convened.

SECTION 3.8 FEES

By resolution of the Board of Directors, the directors may be
paid their expenses, if any, of attendance at each meeting of the
Board of Directors or any committee thereof and may be paid a
fixed sum for attendance at each such meeting or a stated salary
as director, or both.

SECTION 3.9 QUORUM

Except as otherwise provided in Section XI of the Restated
Certificate of Incorporation, a majority of the sum of (i) the
number of directors determined pursuant to Paragraph (2) of
Section XI of the Restated Certificate of Incorporation and
Section 3.2(a) of these bylaws, and (ii) the number of directors,
if any, elected under specified circumstances by a separate class
vote of the holders of any class or series of Preferred Stock, as
defined in Section IV of the Restated Certificate of
Incorporation, shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors; but, if less
than such quorum is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time
without further notice.

SECTION 3.10 MANNER OF ACTING

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Except as provided in Sections VIII and XI of the Restated
Certificate of Incorporation and Section 3.2(a) and Section 3.12
of these bylaws, the act of the majority of the directors present
at a meeting at which a quorum is present shall be the act of the
Board of Directors.

SECTION 3.11 VACANCIES

Any vacancy occurring in the Board of Directors and any
directorship to be filled by reason of an increase in the number
of directorships or any other reason shall be filled according to
the provisions of Section XI of the Restated Certificate of
Incorporation.

SECTION 3.12 COMMITTEES OF THE BOARD

The Board of Directors may, by resolution or resolutions passed
by a majority of the whole Board, designate one or more
committees, which, to the extent provided in such resolution or
resolutions, shall have, and may during intervals between the
meetings of the Board of Directors exercise, all the powers and
authority of the Board of Directors in the management of the
business and affairs of the corporation and may authorize the
seal of the corporation to be affixed to all papers that may
require it. Each such committee or committees shall consist of
one or more of the directors of the corporation and shall have
such name or names as may be determined from time to time by
resolution or resolutions adopted by the Board of Directors. The
designation of any such committee or committees and the
delegation thereto of authority shall not operate to relieve the
Board of Directors, nor any member thereof, of any responsibility
imposed upon it, him, or her by law.

SECTION 3.13 EMERITUS BOARD OF DIRECTORS

The Board of Directors may designate an "Emeritus Board of
Directors", which shall consist of directors of the corporation
who have retired, either by reason of age or because of being
retired or otherwise permanently separated from the business or
professional position that he or she held at the time of his or
her election to the Board of Directors. If the Board of Directors
designates an Emeritus Board of Directors, it will also specify

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the frequency of the meetings thereof, eligibility for continued
service thereon, and compensation for service thereon.

ARTICLE 4 - OFFICERS

SECTION 4.1 GENERAL

(a) NUMBER. The officers of the corporation shall consist of a
Chairman of the Board of Directors, a President, one or more
Vice Presidents (one or more of whom may be designated by
the Board of Directors as Senior Executive Vice President,
Executive Vice President, Senior Vice President, or such
other title as the Board of Directors may determine), a
Chief Accounting Officer or Controller, and a Corporate
Secretary and may also include such other officers as the
Board of Directors may from time to time determine,
including, but not limited to, one or more Vice Chairmen and
one or more Assistant Secretaries.

Either the Chairman of the Board or the President shall be
designated by the Board of Directors as the Chief Executive
Officer of the corporation; the President, a Vice Chairman,
or one of the Vice Presidents may be designated by the Board
as the Chief Operating Officer of the corporation; and,
other officers may be designated by other titles such as
"Chief Compliance Officer", "Chief Financial Officer",
"Chief Credit Officer", "State Banking Group Head," and the
like.


(b) EXECUTIVE OFFICERS; ORDER OF AUTHORITY. As used in these
bylaws, the term "Executive Officers" shall include the
Chairman of the Board (if, but only if, he or she also is
the Chief Executive Officer), the President (regardless of
whether he or she is the Chief Executive Officer), any Vice
Chairman of the Board, the Senior Executive Vice Presidents,
and the Executive Vice Presidents. Their "order of
authority" shall be the order designated by resolution of
the Board of Directors or, if not so designated by

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the Board of Directors, as designated by the Chief Executive
Officer. Notwithstanding anything to the contrary contained
in this Section 4.1 or elsewhere in these bylaws, no one
other than the members of the Management Committee of this
corporation shall participate in or have the authority to
participate in (otherwise than in the capacity of a
director), major policy-making functions of this
corporation. All officers of this corporation other than
members of the Management Committee shall be excluded from
major policy-making functions of this corporation, otherwise
than in the capacity of a director of this corporation.
Executive officers of all affiliates or subsidiaries of this
corporation (other than members of the Management Committee)
are excluded from participation in major policy-making
functions of this corporation. Nothing contained in these
bylaws is intended to have any bearing on whether or not an
officer of this corporation is an "executive officer" of
this corporation for any purpose other than convenient
reference in these bylaws, including, but not limited to the
purpose of determining whether or not any officer of this
corporation is an "officer" within the meaning of Section 16
of the Securities Exchange Act of 1934 or an "executive
officer" under Regulation O of the Federal Reserve Board.
Only members of the Management Committee shall be (i)
"officers" for purposes of Section 16 of the Securities
Exchange Act of 1934 (unless Section 16 or applicable
regulations require other officers with specific titles to
be subject to Section 16) or (ii) "executive officers" for
purposes of Regulation O of the Federal Reserve Board.

(c) DUAL OFFICES. Any two or more offices in the corporation
may, except where prohibited by law, be held by the same
individual. In cases where an individual holds more than one
office, that person shall have the authority of all offices
so held and shall occupy the "order of authority" for the
most senior of the offices held.

(d) MANNER OF ELECTION; TERM OF OFFICE. Except as provided
below, all officers shall be elected annually by the Board
of Directors at their first meeting next following the
Annual Meeting of Shareholders of the corporation, or as
soon thereafter as is practicable; and their terms of office
shall be for one (1) year, commencing upon election, or
until their successors are elected and qualified, whichever
occurs later.

The Board of Directors may, at any time and for any reason
sufficient to them, elect such other officers as they may
deem desirable.

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Each of the two (2) Executive Officers having the highest
order of authority shall have the power to elect or appoint,
or delegate to any other officer of the corporation the
power to elect or appoint, all employees and all officers
holding a title at or below that of Senior Vice President.
Appointment of employees and election of persons to an
office at or below the level of Senior Vice President shall
be made, unless one of the said two (2) Executive Officers
acts directly in a particular instance, as provided in the
personnel policies of the corporation, as they may from time
to time be adopted, amended, and modified. Compensation of
all officers and employees shall be fixed as provided in the
personnel policies of the corporation.

(e) RESIGNATION; REMOVAL FROM OFFICE. Each officer shall hold
his or her office until his or her successor is elected and
qualified or until his or her earlier resignation or
removal. Any officer may resign at any time upon written
notice to the corporation. All officers and employees serve
at the will of this corporation and may be removed from
office and employment at any time, with or without cause.

Only the Board of Directors or its Executive Committee may
remove from office the Chief Executive Officer, the Chairman
of the Board, or the President.

All other officers and employees may be removed from office
by either of the two (2) Executive Officers having the
highest order of authority or by any person authorized so to
do by the personnel policies of the corporation; and, unless
one of the said two (2) Executive Officers acts directly in
a particular instance, removal from office or employment
shall be as provided in the personnel policies of the
corporation, as they may from time to time be adopted,
amended, and modified.

(f) VACANCIES. Vacancies among the Executive Officers may be
filled by the Board of Directors or the Executive Committee.
In the event of a vacancy in any of the offices of the
Executive Officers, any of the other Executive Officers
remaining may be elected to fill the vacancy in such office
for such period as the Board of Directors may determine or
until further action by the Board.

SECTION 4.2 CHIEF EXECUTIVE OFFICER

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Subject to the direction of the Board of Directors, of the
Executive Committee, and of other committees of the Board having
authority, the Chief Executive Officer shall be vested with
authority to act for the corporation in all matters to the extent
that such delegation of authority may not be contrary to law;
shall have general charge of the corporation and of its business
and affairs, including authority over the operations of the
corporation and over its employees; and, subject to the
limitations stated, shall have full power and authority to do and
perform in the name of the corporation all acts necessary or
proper in his or her opinion to be done and performed and to
execute for and in the name of the corporation all instruments,
agreements, and deeds which may be authorized to be executed on
behalf of the corporation or which may be required by law.

SECTION 4.3 CHAIRMAN OF THE BOARD

The Chairman of the Board, or in his or her absence, the
President or other Executive Officers, in their order of
authority, shall preside at all regular, called, or special
meetings of the Board of Directors, the Executive Committee, and
the shareholders, and at adjournments thereof.

SECTION 4.4 PRESIDENT

The President shall, subject to the direction of the Board of
Directors, the Executive Committee, other committees of the Board
of Directors having authority (and, if he or she is not the Chief
Executive Officer, then also subject to the direction of the
Chief Executive Officer), be vested with authority to act for the
corporation in all matters to the extent that such delegation of
authority may not be contrary to law. The President, regardless
of whether he or she is also the Chief Executive Officer, shall
have the same power to sign for the corporation as is prescribed
in these bylaws for the Chief Executive Officer. The President
shall perform all duties incidental to the office and shall
perform such other duties as may be assigned from time to time by
the Board of Directors or the Chief Executive Officer.

SECTION 4.5 OTHER EXECUTIVE OFFICERS

Each of the Executive Officers shall (subject to the direction of
the Board of Directors and of the committees of the Board having
authority and to the direction of the Chief Executive Officer)
have and may exercise authority to act for the corporation in all
matters to the extent that such

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<PAGE>

delegation of authority may not be contrary to law and, in
general, to discharge the functions and to exercise the authority
vested in the Chief Executive Officer in matters not otherwise
acted upon by the Chief Executive Officer or by other Executive
Officers senior in the order of authority. Subject to the
limitations stated above, the authority of each Executive Officer
shall include authority over the operations of the corporation
within his or her assigned areas of responsibility and over
assigned employees, and authority to do and perform in the name
of the corporation all acts necessary or proper in his or her
opinion to be done and performed and to execute for and in the
name of the corporation all instruments, agreements, and deeds
which may be authorized to be executed on behalf of the
corporation or required by law.

SECTION 4.6 VICE PRESIDENTS

Any Vice President shall have the authority to execute in the
name of the corporation transfers, conveyances, certificates,
releases, satisfactions, authentications, options, proxies,
leases, including oil, gas, and other mineral leases, agreements,
including but not limited to agreements relating to depository
accounts of the corporation, or other instruments pertaining to
investment, assets or operations of the corporation or powers
held or controlled by the corporation. The Vice Presidents shall
have such other powers as are from time to time conferred upon
them by the Board of Directors, committees of the Board, and the
Executive Officers.

SECTION 4.7 CHIEF ACCOUNTING OFFICER OR CONTROLLER

An officer of the corporation shall be appointed "Chief
Accounting Officer" or "Controller" and shall have custody of the
corporation's general accounting records, shall prepare financial
statements, tax returns, profit plans and reports to regulatory
authorities, and shall have such other duties as the Chief
Executive Officer or other Executive Officer may assign him from
time to time.

SECTION 4.8 THE SECRETARY

The Secretary shall(a) keep the minutes of the shareholders'
and of the Board of Directors' meetings in one (1) or more books
provided for that purpose; (b) see that all notices are duly
given in accordance with the provisions of these bylaws or as
required by law; (c) be custodian of the corporate records and of
the seal of the corporation and affix, or cause to be affixed,
the seal of the corporation to all documents the execution of

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<PAGE>

which on behalf of the corporation under its seal is appropriate;
(d) keep a record of the post office address of each shareholder,
which shall be furnished to the Secretary by such shareholder;
(e) have general charge of the stock transfer books of the
corporation; and (f) in general perform all duties incident to
the office of Secretary and such other duties as from time to
time may be assigned to him or her by these bylaws, by the Chief
Executive Officer, or by the Board of Directors. The Secretary
may, from time to time, delegate to other officers of the
corporation, including but not limited to Assistant Secretaries,
any or all of the duties and powers of the Secretary hereunder.

SECTION 4.9 EXERCISE OF AUTHORITY OF CHIEF EXECUTIVE OFFICER BY OTHER
EXECUTIVE OFFICERS

In case of the disqualification, disability, death, resignation,
or removal of the Chief Executive Officer, and until the Board of
Directors has filled the vacancy, the Executive Officers, in
their order of authority, shall act as such Chief Executive
Officer and with his full authority.

SECTION 4.10 MANAGEMENT COMMITTEE

There shall be an officers' committee of the corporation (the
"Management Committee"), which shall consist of such officers of
the corporation and its subsidiaries as may be appointed to sit
thereon by the Chief Executive Officer. The chairman of the
committee shall be the Chief Executive Officer, and the committee
shall meet at the chairman's call.

The Management Committee shall develop, publish, and implement
policies and procedures for the operation of the corporation and
its subsidiaries and affiliates. The Board of Directors shall
have the right to amend or revoke actions of the Management
Committee. The Management Committee may amend, make additions to,
or deletions from, or revoke such policies and procedures, to the
extent the committee deems such actions to be necessary and
desirable. In addition to the duties prescribed above, the
Management Committee shall have such other and further duties and
responsibilities as may from time to time be assigned to it by
the Board of Directors or the Chief Executive Officer.

ARTICLE 5 - SHARES; PROXIES

SECTION 5.1 CERTIFICATES FOR SHARES

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<PAGE>

Certificates shall be issued only for whole shares and no
certificate will be issued for a fractional share. Certificates
representing whole shares of the corporation shall be in such
form as shall be determined by the Board of Directors and shall
be signed in the manner provided by the General Corporation Law
of Delaware by the Chairman or Vice-Chairman of the Board of
Directors, or by the President or any Vice-President, and by the
Treasurer or an Assistant Treasurer, or by the Secretary or an
Assistant Secretary. Such signatures may be in facsimile form.
All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom
the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer
books of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled, and no new
certificate shall be issued until the former certificate for a
like number of shares shall have been surrendered and canceled,
except that the corporation may issue a new certificate of stock
in place of any certificate theretofore issued by it, alleged to
have been lost, stolen, or destroyed, and the corporation may
require the owner of the lost, stolen, or destroyed certificate,
or such owner's legal representative, to give the corporation a
bond sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, theft, or
destruction of any such certificate or the issuance of such new
certificate, as the Board of Directors may prescribe.

SECTION 5.2 TRANSFER OF SHARES

Transfer of shares of the corporation shall be made only on the
stock transfer books of the corporation by the holder of record
thereof or by such holder's legal representative, who shall
furnish proper evidence of authority to transfer, or by such
holder's attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the corporation, and on
surrender for cancellation of the certificate for such shares.
The person in whose name shares stand on the books of the
corporation shall be deemed by the corporation to be the owner
thereof for all purposes.

SECTION 5.3 PROXIES

Unless otherwise provided by resolution of the Board of
Directors, the Chief Executive Officer may cast, or from time to
time appoint an attorney or agent of the corporation to cast, the
votes that the corporation may be entitled to cast as the holder
of stock or other securities in any other corporation any of the
stock or other securities of which may be held by

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<PAGE>

the corporation, at meetings of the holders of the stock or other
securities of such other corporation, or to consent in writing,
in the name and on behalf of the corporation as such holder, to
any action by such other corporation, and may instruct the person
or persons so appointed as to the manner of casting such votes or
giving such consent, and may execute or cause to be executed, in
the name and on behalf of the corporation and under its corporate
seal or otherwise, all such written proxies or other instruments
as the Chief Executive Officer may deem necessary or proper in
the premises.

ARTICLE 6 - FISCAL YEAR

SECTION 6.1 The fiscal year of the corporation shall begin on January 1 and
end on December 31 in each year.

ARTICLE 7 - DIVIDENDS; RECORD DATE

SECTION 7.1 The Board of Directors or the Executive Committee may from time
to time declare, and the corporation may pay, dividends on its
outstanding shares in the manner and upon the terms and
conditions provided by law.

SECTION 7.2 In order that the corporation may determine the shareholders
entitled to receive payment of any dividend or other distribution
or allotment of any rights or the shareholders entitled to
exercise any rights with respect to any change, conversion or
exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more
than sixty (60) days prior to such action. If no record date is
fixed, the record date for determining shareholders for any such
purpose shall be at the close of business on the day on which the
Board of Directors adopts a resolution relating thereto.

ARTICLE 8 - SEAL

SECTION 8.1 The corporate seal of the corporation shall be a circular die
around which shall be the words "AmSouth Bancorporation."

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<PAGE>

ARTICLE 9 - WAIVERS OF NOTICE

SECTION 9.1 Whenever any notice is required to be given to any shareholder or
director of the corporation under the provisions of these bylaws,
the Restated Certificate of Incorporation, or the provisions of
law, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the shareholders, directors, or
members of a committee of directors need be specified in any
written waiver of notice except as required by the Restated
Certificate of Incorporation or these bylaws.

ARTICLE 10 - AMENDMENTS TO BYLAWS

SECTION 10.1 POWER OF DIRECTORS TO AMEND

The Board of Directors shall have the power to alter, amend, and
repeal the bylaws of the corporation or adopt new bylaws for the
corporation at any regular or special meeting of the Board.

SECTION 10.2 POWER OF SHAREHOLDERS TO AMEND

(a) The shareholders may alter, amend, or repeal the bylaws of
the corporation or adopt new bylaws for the corporation at
any annual meeting or at a special meeting called for the
purpose, and all bylaws made by the directors may be
altered, amended, or repealed by the shareholders; provided,
however, that:

(1) the affirmative vote of the holders of sixty-seven percent
(67%) of the combined voting power of the then outstanding
shares of capital stock of the corporation entitled to vote
generally for the election of directors, voting together as
a single class, shall be required for the shareholders to
alter, amend, or repeal Section VII of the Restated
Certificate of Incorporation of the corporation, or to adopt
any provision of these bylaws that would cause these bylaws
to be inconsistent with the provisions of Section VII of the
Restated Certificate of Incorporation of the corporation;

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<PAGE>

(2) the affirmative vote of the holders of eighty percent (80%)
of the combined voting power of the then outstanding shares
of capital stock of the corporation entitled to vote
generally for the election of directors, voting together as
a single class, shall be required for the shareholders to
alter, amend, or repeal Section XI of the Restated
Certificate of Incorporation of the corporation or to adopt
any provision of these bylaws that would cause these bylaws
to be inconsistent with the provisions of Section XI of the
Restated Certificate of Incorporation of the corporation;

(3) the affirmative vote of the holders of eighty percent (80%)
of the combined voting power of the then outstanding shares
of capital stock of the corporation entitled to vote
generally for the election of directors, voting together as
a single class, shall be required for the shareholders to
alter, amend, or repeal any provision of Paragraph (a) of
Section 3.2 of these bylaws or to adopt any provision of
these bylaws that would cause these bylaws to be
inconsistent with the provisions of Paragraph (a) of Section
3.2 of these bylaws; and

(4) the affirmative vote of the holders of not less than eighty
percent (80%) of the outstanding shares of the voting stock
and the affirmative vote of the holders of not less than
sixty-seven percent (67%) of the voting stock held by
shareholders other than an Interested Stockholder (as
defined in Section VIII of the Restated Certificate of
Incorporation) shall be required for the shareholders to
alter, amend, or repeal Section VIII of the Restated
Certificate of Incorporation of the corporation, or to adopt
any provision of these bylaws that would cause these bylaws
to be inconsistent with the provisions of Section VIII of
the Restated Certificate of Incorporation of the
corporation.

(b) The affirmative vote of the holders of sixty-seven percent
(67%) of the combined voting power of the then outstanding
shares of capital stock of the corporation entitled to vote
generally for the election of directors, voting together as
a single class, shall be required for the shareholders to
alter, amend, or repeal Paragraph (a) (1) of this Section
10.2 of these bylaws or to adopt any provision of these
bylaws that would cause these bylaws to be inconsistent with
Paragraph (a) (1) of this Section 10.2 of these bylaws.

(c) The affirmative vote of the holders of eighty percent (80%)
of the combined voting power of the then outstanding shares
of capital

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<PAGE>

stock of the corporation entitled to vote generally for the
election of directors, voting together as a single class,
shall be required for the shareholders to alter, amend, or
repeal Paragraph (a) (2) or (a) (3) of this Section 10.2 of
these bylaws or to adopt any provision of these bylaws
inconsistent with Paragraph (a) (2) or (a) (3) of this
Section 10.2 of these bylaws.

(d) The affirmative vote of the holders of not less than eighty
percent (80%) of the outstanding shares of the voting stock
and the affirmative vote of the holders of not less than
sixty-seven percent (67%) of the voting stock held by
shareholders other than an Interested Stockholder (as
defined in Section VIII of the Restated Certificate of
Incorporation) shall be required for the shareholders to
alter, amend, or repeal Paragraph (a) (4) of this Section
10.2 or to adopt any provision of these bylaws that would
cause these bylaws to be inconsistent with Paragraph (a) (4)
of this Section 10.2 of these bylaws.

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