##### Table of Contents

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the Quarterly Period Ended September 30, 2005



Commission file number 1-7476



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AmSouth Bancorporation

(Exact Name of registrant as specified in its charter)



|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|Delaware                                                      |  | 63-0591257                         
|(State or other jurisdiction ofIncorporation or Organization) |  | (I.R.S. EmployerIdentification No.)
|                                                              | 
|AmSouth Center1900 Fifth Avenue NorthBirmingham, Alabama      |  | 35203                              
|(Address of principal executive offices)                      |  | (Zip Code)                         



(205) 320-7151

(Registrants telephone number, including area code)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yesx    No ̈



Indicate by check mark whether the registrant is an
accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yesx    No ̈



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes ̈No  x



As of October 31, 2005, AmSouth Bancorporation had 347,598,000 shares of common stock outstanding.



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##### Table of Contents

AMSOUTH BANCORPORATION

FORM 10-Q

INDEX



|              |  |                       |  |                                                                                                      |  |     
|------------- |  | --------------------- |  | ---------------------------------------------------------------------------------------------------- |  | ----
|              |  |                       |  |                                                                                                      |  | Page
|Part I.       |  | Financial Information |  |                                                                                                     
|              |  | Item 1.               |  | Financial Statements (Unaudited)                                                                     |  |     
|              |  |                       |  | Consolidated Balance Sheets  September 30, 2005, December 31, 2004 and September 30, 2004           |  | 3   
|              |  |                       |  | Consolidated Statements of Earnings  Three months and nine months ended September 30, 2005 and 2004 |  | 4   
|              |  |                       |  | Consolidated Statements of Shareholders Equity  Nine months ended September 30, 2005 and 2004      |  | 5   
|              |  |                       |  | Consolidated Statements of Cash Flows  Nine months ended September 30, 2005 and 2004                |  | 6   
|              |  |                       |  | Notes to Consolidated Financial Statements                                                           |  | 7   
|              |  |                       |  | Report of Independent Registered Public Accounting Firm                                              |  | 16  
|              |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                |  | 17  
|              |  | Item 3.               |  | Quantitative and Qualitative Disclosures About Market Risk                                           |  | 34  
|              |  | Item 4.               |  | Controls and Procedures                                                                              |  | 34  
|Part II.      |  | Other Information     |  |                                                                                                     
|              |  | Item 1.               |  | Legal Proceedings                                                                                    |  | 34  
|              |  | Item 2.               |  | Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities                     |  | 35  
|              |  | Item 6.               |  | Exhibits                                                                                             |  | 35  
|Signatures    |  | 36                   
|Exhibit Index |  | 37                   



Forward-Looking Statements



Statements in this document that are not purely
historical are forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995), including any statements regarding descriptions of Managements plans, objectives or goals for future operations,
products or services, and forecasts of its revenues, earnings or other measures of performance.



Forward-looking statements are based on current Management expectations and, by their nature, are subject to risks and uncertainties. A number of
factors  many of which are beyond AmSouths control  could cause actual conditions, events or results to differ materially from those described in the forward-looking statements. Factors which could cause results to differ
materially from current Management expectations include, but are not limited to: the effects of previously disclosed regulatory settlements on AmSouths branch expansion plans; the execution of AmSouths strategic initiatives; legislation
and regulation; general economic conditions, especially in the Southeast; the performance of the stock and bond markets; changes in interest rates, yield curves and interest rate spread relationships; prepayment speeds within the loan and investment
security portfolios; deposit flows; the cost of funds; cost of federal deposit insurance premiums; demand for loan products; demand for financial services; competition, including a continued consolidation in the financial services industry; changes
in the quality or composition of AmSouths loan and investment portfolios including capital market inefficiencies that may affect the marketability and valuation of available-for-sale securities; changes in consumer spending and saving habits;
technological changes; adverse changes in the financial performance and/or condition of AmSouths borrowers, which could impact the repayment of such borrowers loans; changes in accounting and tax principles, policies or guidelines and in
tax laws; other economic, competitive, governmental and regulatory factors affecting AmSouths operations, products, services and prices; the effects of weather and natural disasters such as hurricanes; unexpected judicial actions and
developments; results of investigations, examinations and reviews of regulatory and law enforcement authorities; the outcome of litigation, which is inherently uncertain and depends on the findings of judges and juries; the impact on AmSouths
businesses, as well as the risks set forth above, of various domestic or international military or terrorist activities or conflicts; and AmSouths success at managing the risks involved in the foregoing.



Forward-looking statements speak only as of the date they are made.
AmSouth does not undertake a duty to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.



2



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##### Table of Contents

PART I

FINANCIAL INFORMATION

Item 1.            Financial Statements (Unaudited)



AMSOUTH BANCORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)



|                                                                                                       |  |                        |            |   |                 |   |            |                  |  |   |            |  
|------------------------------------------------------------------------------------------------------ |  | ---------------------- | ---------- | - | --------------- | - | ---------- | ---------------- |  | - | ---------- | -
|                                                                                                       |  | September 302005       |            |   | December 312004 |   |            | September 302004 | 
|                                                                                                       |  | (Dollars in thousands) |           
|ASSETS                                                                                                 |  |                        |            |   |                 |   |            |                  |  |   |            |  
|Cash and due from banks                                                                                |  | $                      | 1,223,228  |   |                 | $ | 966,993    |                  |  | $ | 1,073,175  |  
|Trading securities                                                                                     |  |                        | 39,186     |   |                 |   | 1,883      |                  |  |   | 1,121      |  
|Available-for-sale securities                                                                          |  |                        | 6,033,746  |   |                 |   | 6,322,665  |                  |  |   | 6,516,319  |  
|Held-to-maturity securities (market value of $5,759,141, $6,199,451 and $6,089,342, respectively)      |  |                        | 5,821,967  |   |                 |   | 6,188,010  |                  |  |   | 6,068,666  |  
|Loans held for sale                                                                                    |  |                        | 460,816    |   |                 |   | 103,273    |                  |  |   | 240,879    |  
|Loans                                                                                                  |  |                        | 35,064,456 |   |                 |   | 33,512,398 |                  |  |   | 33,210,442 |  
|Less: Allowance for loan losses                                                                        |  |                        | 384,647    |   |                 |   | 366,774    |                  |  |   | 381,255    |  
|Unearned income                                                                                        |  |                        | 729,287    |   |                 |   | 711,061    |                  |  |   | 708,221    |  
|                                                                                                       |  |                        |            |   |                 |   |            |                  |  |   |            |  
|Net loans                                                                                              |  |                        | 33,950,522 |   |                 |   | 32,434,563 |                  |  |   | 32,120,966 |  
|Other interest-earning assets                                                                          |  |                        | 88,476     |   |                 |   | 36,149     |                  |  |   | 63,151     |  
|Premises and equipment, net                                                                            |  |                        | 1,088,322  |   |                 |   | 1,060,574  |                  |  |   | 1,053,923  |  
|Cash surrender valuebank owned life insurance                                                         |  |                        | 1,144,048  |   |                 |   | 1,111,934  |                  |  |   | 1,100,576  |  
|Accrued interest receivable and other assets                                                           |  |                        | 1,255,074  |   |                 |   | 1,322,327  |                  |  |   | 1,449,086  |  
|                                                                                                       |  |                        |            |   |                 |   |            |                  |  |   |            |  
|                                                                                                       |  | $                      | 51,105,385 |   |                 | $ | 49,548,371 |                  |  | $ | 49,687,862 |  
|                                                                                                       |  |                        |            |   |                 |   |            |                  |  |   |            |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                   |  |                        |            |   |                 |   |            |                  |  |   |            |  
|Deposits and interest-bearing liabilities:                                                             |  |                        |            |   |                 |   |            |                  |  |   |            |  
|Deposits:                                                                                              |  |                        |            |   |                 |   |            |                  |  |   |            |  
|Noninterest-bearing demand                                                                             |  | $                      | 8,022,022  |   |                 | $ | 7,182,806  |                  |  | $ | 6,798,077  |  
|Interest-bearing demand                                                                                |  |                        | 6,838,125  |   |                 |   | 7,115,545  |                  |  |   | 6,817,361  |  
|Money market and savings                                                                               |  |                        | 9,928,034  |   |                 |   | 8,810,972  |                  |  |   | 7,814,945  |  
|Time                                                                                                   |  |                        | 9,710,125  |   |                 |   | 9,476,075  |                  |  |   | 9,560,652  |  
|Foreign                                                                                                |  |                        | 1,181,819  |   |                 |   | 1,647,381  |                  |  |   | 928,381    |  
|                                                                                                       |  |                        |            |   |                 |   |            |                  |  |   |            |  
|Total deposits                                                                                         |  |                        | 35,680,125 |   |                 |   | 34,232,779 |                  |  |   | 31,919,416 |  
|Federal funds purchased and securities sold under agreements to repurchase                             |  |                        | 3,374,744  |   |                 |   | 2,291,988  |                  |  |   | 2,497,632  |  
|Other borrowed funds                                                                                   |  |                        | 681,618    |   |                 |   | 429,098    |                  |  |   | 1,964,121  |  
|Long-term Federal Home Loan Bank advances                                                              |  |                        | 2,388,222  |   |                 |   | 4,371,745  |                  |  |   | 5,678,135  |  
|Other long-term debt                                                                                   |  |                        | 3,634,730  |   |                 |   | 2,899,773  |                  |  |   | 2,108,128  |  
|                                                                                                       |  |                        |            |   |                 |   |            |                  |  |   |            |  
|Total deposits and interest-bearing liabilities                                                        |  |                        | 45,759,439 |   |                 |   | 44,225,383 |                  |  |   | 44,167,432 |  
|Accrued expenses and other liabilities                                                                 |  |                        | 1,768,491  |   |                 |   | 1,754,147  |                  |  |   | 2,069,872  |  
|                                                                                                       |  |                        |            |   |                 |   |            |                  |  |   |            |  
|Total liabilities                                                                                      |  |                        | 47,527,930 |   |                 |   | 45,979,530 |                  |  |   | 46,237,304 |  
|                                                                                                       |  |                        |            |   |                 |   |            |                  |  |   |            |  
|Shareholders equity:                                                                                  |  |                        |            |   |                 |   |            |                  |  |   |            |  
|Preferred stock  no par value:                                                                        |  |                        |            |   |                 |   |            |                  |  |   |            |  
|Authorized  2,000,000 shares Issued and outstanding  none                                            |  |                        | -0-        |   |                 |   | -0-        |                  |  |   | -0-        |  
|Common stock  par value $1 a share:                                                                   |  |                        |            |   |                 |   |            |                  |  |   |            |  
|Authorized  750,000,000 shares Issued  416,723,000, 416,748,000 and 416,753,000 shares, respectively |  |                        | 416,723    |   |                 |   | 416,748    |                  |  |   | 416,753    |  
|Additional paid-in capital                                                                             |  |                        | 734,850    |   |                 |   | 726,411    |                  |  |   | 714,278    |  
|Retained earnings                                                                                      |  |                        | 3,755,478  |   |                 |   | 3,492,873  |                  |  |   | 3,406,363  |  
|Cost of common stock in treasury  68,161,000, 60,438,000 and 62,118,000 shares, respectively          |  |                        | (1,196,160 | ) |                 |   | (986,510   | )                |  |   | (1,019,471 | )
|Deferred compensation on restricted stock                                                              |  |                        | (14,733    | ) |                 |   | (12,947    | )                |  |   | (13,697    | )
|Accumulated other comprehensive loss                                                                   |  |                        | (118,703   | ) |                 |   | (67,734    | )                |  |   | (53,668    | )
|                                                                                                       |  |                        |            |   |                 |   |            |                  |  |   |            |  
|Total shareholders equity                                                                             |  |                        | 3,577,455  |   |                 |   | 3,568,841  |                  |  |   | 3,450,558  |  
|                                                                                                       |  |                        |            |   |                 |   |            |                  |  |   |            |  
|                                                                                                       |  | $                      | 51,105,385 |   |                 | $ | 49,548,371 |                  |  | $ | 49,687,862 |  
|                                                                                                       |  |                        |            |   |                 |   |            |                  |  |   |            |  



See notes to
consolidated financial statements.



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##### Table of Contents

AMSOUTH BANCORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)



|                                                                           |  |                                      |         |                               |   |         |  |      |           |  |   |          
|-------------------------------------------------------------------------- |  | ------------------------------------ | ------- | ----------------------------- | - | ------- |  | ---- | --------- |  | - | ---------
|                                                                           |  | Three Months EndedSeptember 30       |         | Nine Months EndedSeptember 30
|                                                                           |  | 2005                                 |         | 2004                          |   | 2005    |  | 2004
|                                                                           |  | (In thousands except per share data)
|INTEREST INCOME                                                            |  |                                      |         |                               |   |         |  |      |           |  |   |          
|Loans                                                                      |  | $                                    | 481,387 |                               | $ | 399,030 |  | $    | 1,366,931 |  | $ | 1,151,347
|Available-for-sale securities                                              |  |                                      | 69,887  |                               |   | 81,178  |  |      | 219,751   |  |   | 245,174  
|Held-to-maturity securities                                                |  |                                      | 68,828  |                               |   | 67,030  |  |      | 212,006   |  |   | 193,557  
|Trading securities                                                         |  |                                      | 278     |                               |   | 39      |  |      | 655       |  |   | 136      
|Loans held for sale                                                        |  |                                      | 5,675   |                               |   | 2,863   |  |      | 9,787     |  |   | 8,760    
|Other interest-earning assets                                              |  |                                      | 459     |                               |   | 133     |  |      | 1,070     |  |   | 579      
|                                                                           |  |                                      |         |                               |   |         |  |      |           |  |   |          
|Total interest income                                                      |  |                                      | 626,514 |                               |   | 550,273 |  |      | 1,810,200 |  |   | 1,599,553
|                                                                           |  |                                      |         |                               |   |         |  |      |           |  |   |          
|INTEREST EXPENSE                                                           |  |                                      |         |                               |   |         |  |      |           |  |   |          
|Interest-bearing demand deposits                                           |  |                                      | 23,748  |                               |   | 10,237  |  |      | 60,449    |  |   | 26,223   
|Money market and savings deposits                                          |  |                                      | 42,394  |                               |   | 10,599  |  |      | 108,718   |  |   | 29,602   
|Time deposits                                                              |  |                                      | 79,496  |                               |   | 59,636  |  |      | 213,630   |  |   | 179,396  
|Foreign deposits                                                           |  |                                      | 11,084  |                               |   | 4,361   |  |      | 24,584    |  |   | 10,548   
|Federal funds purchased and securities sold under agreements to repurchase |  |                                      | 23,497  |                               |   | 11,707  |  |      | 57,358    |  |   | 26,537   
|Other borrowed funds                                                       |  |                                      | 4,563   |                               |   | 2,555   |  |      | 8,620     |  |   | 6,441    
|Long-term Federal Home Loan Bank advances                                  |  |                                      | 31,193  |                               |   | 61,016  |  |      | 110,025   |  |   | 181,960  
|Other long-term debt                                                       |  |                                      | 35,806  |                               |   | 14,256  |  |      | 93,692    |  |   | 42,033   
|                                                                           |  |                                      |         |                               |   |         |  |      |           |  |   |          
|Total interest expense                                                     |  |                                      | 251,781 |                               |   | 174,367 |  |      | 677,076   |  |   | 502,740  
|                                                                           |  |                                      |         |                               |   |         |  |      |           |  |   |          
|NET INTEREST INCOME                                                        |  |                                      | 374,733 |                               |   | 375,906 |  |      | 1,133,124 |  |   | 1,096,813
|Provision for loan losses                                                  |  |                                      | 34,800  |                               |   | 28,800  |  |      | 73,100    |  |   | 83,500   
|                                                                           |  |                                      |         |                               |   |         |  |      |           |  |   |          
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                        |  |                                      | 339,933 |                               |   | 347,106 |  |      | 1,060,024 |  |   | 1,013,313
|                                                                           |  |                                      |         |                               |   |         |  |      |           |  |   |          
|NONINTEREST REVENUES                                                       |  |                                      |         |                               |   |         |  |      |           |  |   |          
|Service charges on deposit accounts                                        |  |                                      | 95,141  |                               |   | 96,508  |  |      | 271,660   |  |   | 284,100  
|Trust income                                                               |  |                                      | 29,439  |                               |   | 28,587  |  |      | 89,802    |  |   | 87,402   
|Consumer investment services income                                        |  |                                      | 18,668  |                               |   | 17,565  |  |      | 57,575    |  |   | 59,906   
|Interchange income                                                         |  |                                      | 22,884  |                               |   | 19,649  |  |      | 66,793    |  |   | 56,576   
|Commercial credit fee income                                               |  |                                      | 12,178  |                               |   | 10,369  |  |      | 37,019    |  |   | 32,043   
|Bank owned life insurance policies                                         |  |                                      | 11,386  |                               |   | 11,377  |  |      | 32,479    |  |   | 34,656   
|Bankcard income                                                            |  |                                      | 4,150   |                               |   | 7,697   |  |      | 16,466    |  |   | 22,062   
|Mortgage income                                                            |  |                                      | 5,873   |                               |   | 4,164   |  |      | 14,655    |  |   | 15,565   
|Portfolio income                                                           |  |                                      | 301     |                               |   | 5,920   |  |      | 4,733     |  |   | 23,732   
|Net gain on sale of mutual fund management unit                            |  |                                      | 44,007  |                               |   | -0-     |  |      | 44,007    |  |   | -0-      
|Other noninterest revenues                                                 |  |                                      | 15,622  |                               |   | 11,335  |  |      | 63,047    |  |   | 35,811   
|                                                                           |  |                                      |         |                               |   |         |  |      |           |  |   |          
|Total noninterest revenues                                                 |  |                                      | 259,649 |                               |   | 213,171 |  |      | 698,236   |  |   | 651,853  
|                                                                           |  |                                      |         |                               |   |         |  |      |           |  |   |          
|NONINTEREST EXPENSES                                                       |  |                                      |         |                               |   |         |  |      |           |  |   |          
|Salaries and employee benefits                                             |  |                                      | 174,055 |                               |   | 162,517 |  |      | 525,665   |  |   | 503,734  
|Net occupancy                                                              |  |                                      | 38,342  |                               |   | 37,953  |  |      | 113,629   |  |   | 109,531  
|Equipment                                                                  |  |                                      | 31,876  |                               |   | 31,807  |  |      | 95,586    |  |   | 93,319   
|Postage and office supplies                                                |  |                                      | 10,071  |                               |   | 10,680  |  |      | 30,844    |  |   | 34,635   
|Marketing                                                                  |  |                                      | 10,698  |                               |   | 8,594   |  |      | 27,637    |  |   | 29,589   
|Professional fees                                                          |  |                                      | 12,130  |                               |   | 7,339   |  |      | 27,378    |  |   | 25,368   
|Settlement agreements and related professional fees                        |  |                                      | -0-     |                               |   | 53,972  |  |      | -0-       |  |   | 53,972   
|Other noninterest expenses                                                 |  |                                      | 59,733  |                               |   | 49,616  |  |      | 150,625   |  |   | 146,374  
|                                                                           |  |                                      |         |                               |   |         |  |      |           |  |   |          
|Total noninterest expenses                                                 |  |                                      | 336,905 |                               |   | 362,478 |  |      | 971,364   |  |   | 996,522  
|                                                                           |  |                                      |         |                               |   |         |  |      |           |  |   |          
|INCOME BEFORE INCOME TAXES                                                 |  |                                      | 262,677 |                               |   | 197,799 |  |      | 786,896   |  |   | 668,644  
|Income taxes                                                               |  |                                      | 82,349  |                               |   | 78,220  |  |      | 243,324   |  |   | 222,003  
|                                                                           |  |                                      |         |                               |   |         |  |      |           |  |   |          
|NET INCOME                                                                 |  | $                                    | 180,328 |                               | $ | 119,579 |  | $    | 543,572   |  | $ | 446,641  
|                                                                           |  |                                      |         |                               |   |         |  |      |           |  |   |          
|Average common shares outstanding  basic                                  |  |                                      | 349,346 |                               |   | 352,838 |  |      | 351,881   |  |   | 351,882  
|Earnings per common share  basic                                          |  | $                                    | 0.52    |                               | $ | 0.34    |  | $    | 1.54      |  | $ | 1.27     
|Average common shares outstanding  diluted                                |  |                                      | 354,654 |                               |   | 358,272 |  |      | 356,816   |  |   | 357,169  
|Earnings per common share  diluted                                        |  | $                                    | 0.51    |                               | $ | 0.33    |  | $    | 1.52      |  | $ | 1.25     



See notes to
consolidated financial statements.



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##### Table of Contents

AMSOUTH BANCORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

(Unaudited)



|                                                                            |  |                |   |  |                            |         |   |                   |   |         |                |  |   |                                         |   |  |                                      |            |   |       |   |         |   |  |   |          |   |  |   |           |  
|--------------------------------------------------------------------------- |  | -------------- | - |  | -------------------------- | ------- | - | ----------------- | - | ------- | -------------- |  | - | --------------------------------------- | - |  | ------------------------------------ | ---------- | - | ----- | - | ------- | - |  | - | -------- | - |  | - | --------- | -
|                                                                            |  | Common Stock   |   |  | Additional Paid-in Capital |         |   | Retained Earnings |   |         | Treasury Stock |  |   | DeferredCompensation on RestrictedStock |   |  | Accumulated Other Comprehensive Loss |            |   | Total |  
|                                                                            |  | Shares         |   |  | Amount                     |         |   |                   |   |         |                | 
|                                                                            |  | (In thousands) |  
|BALANCE AT JANUARY 1, 2004                                                  |  | 351,891        |   |  | $                          | 416,878 |   |                   | $ | 715,663 |                |  | $ | 3,228,533                               |   |  | $                                    | (1,076,644 | ) |       | $ | (14,501 | ) |  | $ | (40,260  | ) |  | $ | 3,229,669 |  
|Comprehensive income:                                                       |  |                |   |  |                            |         |   |                   |   |         |                |  |   |                                         |   |  |                                      |            |   |       |   |         |   |  |   |          |   |  |   |           |  
|Net income                                                                  |  | -0-            |   |  |                            | -0-     |   |                   |   | -0-     |                |  |   | 446,641                                 |   |  |                                      | -0-        |   |       |   | -0-     |   |  |   | -0-      |   |  |   | 446,641   |  
|Other comprehensive income, net of tax:                                     |  |                |   |  |                            |         |   |                   |   |         |                |  |   |                                         |   |  |                                      |            |   |       |   |         |   |  |   |          |   |  |   |           |  
|Net change in unrealized gains and losses on available-for-sale securities* |  | -0-            |   |  |                            | -0-     |   |                   |   | -0-     |                |  |   | -0-                                     |   |  |                                      | -0-        |   |       |   | -0-     |   |  |   | (11,418  | ) |  |   | (11,418   | )
|Net change in unrealized gains and losses on derivative instruments*        |  | -0-            |   |  |                            | -0-     |   |                   |   | -0-     |                |  |   | -0-                                     |   |  |                                      | -0-        |   |       |   | -0-     |   |  |   | (1,851   | ) |  |   | (1,851    | )
|Additional minimum pension liability adjustment                             |  | -0-            |   |  |                            | -0-     |   |                   |   | -0-     |                |  |   | -0-                                     |   |  |                                      | -0-        |   |       |   | -0-     |   |  |   | (139     | ) |  |   | (139      | )
|                                                                            |  |                |   |  |                            |         |   |                   |   |         |                |  |   |                                         |   |  |                                      |            |   |       |   |         |   |  |   |          |   |  |   |           |  
|Comprehensive income                                                        |  |                |   |  |                            |         |   |                   |   |         |                |  |   |                                         |   |  |                                      |            |   |       |   |         |   |  |   |          |   |  |   | 433,233   |  
|Cash dividends declared ($0.72 per share)                                   |  | -0-            |   |  |                            | -0-     |   |                   |   | -0-     |                |  |   | (255,091                                | ) |  |                                      | -0-        |   |       |   | -0-     |   |  |   | -0-      |   |  |   | (255,091  | )
|Common stock transactions:                                                  |  |                |   |  |                            |         |   |                   |   |         |                |  |   |                                         |   |  |                                      |            |   |       |   |         |   |  |   |          |   |  |   |           |  
|Purchase of common stock                                                    |  | (2,098         | ) |  |                            | -0-     |   |                   |   | -0-     |                |  |   | -0-                                     |   |  |                                      | (50,049    | ) |       |   | -0-     |   |  |   | -0-      |   |  |   | (50,049   | )
|Employee stock plans, net                                                   |  | 4,462          |   |  |                            | (125    | ) |                   |   | (2,500  | )              |  |   | (11,421                                 | ) |  |                                      | 99,080     |   |       |   | 804     |   |  |   | -0-      |   |  |   | 85,838    |  
|Direct stock purchase and dividend reinvestment plan                        |  | 380            |   |  |                            | -0-     |   |                   |   | 1,115   |                |  |   | (2,299                                  | ) |  |                                      | 8,142      |   |       |   | -0-     |   |  |   | -0-      |   |  |   | 6,958     |  
|                                                                            |  |                |   |  |                            |         |   |                   |   |         |                |  |   |                                         |   |  |                                      |            |   |       |   |         |   |  |   |          |   |  |   |           |  
|BALANCE AT SEPTEMBER 30, 2004                                               |  | 354,635        |   |  | $                          | 416,753 |   |                   | $ | 714,278 |                |  | $ | 3,406,363                               |   |  | $                                    | (1,019,471 | ) |       | $ | (13,697 | ) |  | $ | (53,668  | ) |  | $ | 3,450,558 |  
|                                                                            |  |                |   |  |                            |         |   |                   |   |         |                |  |   |                                         |   |  |                                      |            |   |       |   |         |   |  |   |          |   |  |   |           |  
|BALANCE AT JANUARY 1, 2005                                                  |  | 356,310        |   |  | $                          | 416,748 |   |                   | $ | 726,411 |                |  | $ | 3,492,873                               |   |  | $                                    | (986,510   | ) |       | $ | (12,947 | ) |  | $ | (67,734  | ) |  | $ | 3,568,841 |  
|Comprehensive income:                                                       |  |                |   |  |                            |         |   |                   |   |         |                |  |   |                                         |   |  |                                      |            |   |       |   |         |   |  |   |          |   |  |   |           |  
|Net income                                                                  |  | -0-            |   |  |                            | -0-     |   |                   |   | -0-     |                |  |   | 543,572                                 |   |  |                                      | -0-        |   |       |   | -0-     |   |  |   | -0-      |   |  |   | 543,572   |  
|Other comprehensive income, net of tax:                                     |  |                |   |  |                            |         |   |                   |   |         |                |  |   |                                         |   |  |                                      |            |   |       |   |         |   |  |   |          |   |  |   |           |  
|Net change in unrealized gains and losses on available-for-sale securities* |  | -0-            |   |  |                            | -0-     |   |                   |   | -0-     |                |  |   | -0-                                     |   |  |                                      | -0-        |   |       |   | -0-     |   |  |   | (50,687  | ) |  |   | (50,687   | )
|Net change in unrealized gains and losses on derivative instruments*        |  | -0-            |   |  |                            | -0-     |   |                   |   | -0-     |                |  |   | -0-                                     |   |  |                                      | -0-        |   |       |   | -0-     |   |  |   | (282     | ) |  |   | (282      | )
|                                                                            |  |                |   |  |                            |         |   |                   |   |         |                |  |   |                                         |   |  |                                      |            |   |       |   |         |   |  |   |          |   |  |   |           |  
|Comprehensive income                                                        |  |                |   |  |                            |         |   |                   |   |         |                |  |   |                                         |   |  |                                      |            |   |       |   |         |   |  |   |          |   |  |   | 492,603   |  
|Cash dividends declared ($0.75 per share)                                   |  | -0-            |   |  |                            | -0-     |   |                   |   | -0-     |                |  |   | (264,794                                | ) |  |                                      | -0-        |   |       |   | -0-     |   |  |   | -0-      |   |  |   | (264,794  | )
|Common stock transactions:                                                  |  |                |   |  |                            |         |   |                   |   |         |                |  |   |                                         |   |  |                                      |            |   |       |   |         |   |  |   |          |   |  |   |           |  
|Purchase of common stock                                                    |  | (12,201        | ) |  |                            | -0-     |   |                   |   | -0-     |                |  |   | -0-                                     |   |  |                                      | (321,070   | ) |       |   | -0-     |   |  |   | -0-      |   |  |   | (321,070  | )
|Employee stock plans, net                                                   |  | 4,129          |   |  |                            | (25     | ) |                   |   | 7,633   |                |  |   | (16,169                                 | ) |  |                                      | 103,782    |   |       |   | (1,786  | ) |  |   | -0-      |   |  |   | 93,435    |  
|Direct stock purchase and dividend reinvestment plan                        |  | 324            |   |  |                            | -0-     |   |                   |   | 806     |                |  |   | (4                                      | ) |  |                                      | 7,638      |   |       |   | -0-     |   |  |   | -0-      |   |  |   | 8,440     |  
|                                                                            |  |                |   |  |                            |         |   |                   |   |         |                |  |   |                                         |   |  |                                      |            |   |       |   |         |   |  |   |          |   |  |   |           |  
|BALANCE AT SEPTEMBER 30, 2005                                               |  | 348,562        |   |  | $                          | 416,723 |   |                   | $ | 734,850 |                |  | $ | 3,755,478                               |   |  | $                                    | (1,196,160 | ) |       | $ | (14,733 | ) |  | $ | (118,703 | ) |  | $ | 3,577,455 |  
|                                                                            |  |                |   |  |                            |         |   |                   |   |         |                |  |   |                                         |   |  |                                      |            |   |       |   |         |   |  |   |          |   |  |   |           |  

---

|* | See disclosure of reclassification adjustment amount and tax effect, as applicable, in notes to consolidated financial statements.
|- | ----------------------------------------------------------------------------------------------------------------------------------



See notes to consolidated financial statements.



5



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##### Table of Contents

AMSOUTH BANCORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                                        |  |                               |            |   |      |   |            |  
|------------------------------------------------------------------------------------------------------- |  | ----------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                                                                        |  | Nine Months EndedSeptember 30 |           
|                                                                                                        |  | 2005                          |            |   | 2004 |  
|                                                                                                        |  | (In thousands)                |           
|OPERATING ACTIVITIES                                                                                    |  |                               |            |   |      |   |            |  
|Net income                                                                                              |  | $                             | 543,572    |   |      | $ | 446,641    |  
|Adjustments to reconcile net income to net cash provided by operating activities:                       |  |                               |            |   |      |   |            |  
|Provision for loan losses                                                                               |  |                               | 73,100     |   |      |   | 83,500     |  
|Depreciation and amortization of premises and equipment                                                 |  |                               | 86,118     |   |      |   | 81,851     |  
|Amortization of premiums and discounts on held-to-maturity securities and available-for-sale securities |  |                               | 19,105     |   |      |   | 32,089     |  
|Originations and purchases of loans held for sale                                                       |  |                               | (1,370,323 | ) |      |   | (1,014,748 | )
|Proceeds from sales of loans held for sale                                                              |  |                               | 1,048,433  |   |      |   | 884,112    |  
|Net gains on sales of available-for-sale securities                                                     |  |                               | (4,120     | ) |      |   | (21,532    | )
|Net gains on sales of loans held for sale and mortgage loans                                            |  |                               | (12,009    | ) |      |   | (9,606     | )
|Net gains on sales of home equity loans                                                                 |  |                               | (6,824     | ) |      |   | (4,884     | )
|Net gains on sales of student loans                                                                     |  |                               | (2,224     | ) |      |   | (1,560     | )
|Net gain on sale of recreational vehicle and marine loans                                               |  |                               | -0-        |   |      |   | (2,780     | )
|Net gain on sale of mutual fund management unit                                                         |  |                               | (44,007    | ) |      |   | -0-        |  
|Net (increase) decrease in trading securities                                                           |  |                               | (37,303    | ) |      |   | 1,618      |  
|Net increase in accrued interest receivable, bank-owned life insurance and other assets                 |  |                               | (10,016    | ) |      |   | (40,110    | )
|Net increase (decrease) in accrued expenses and other liabilities                                       |  |                               | 42,332     |   |      |   | (59,898    | )
|Provision for deferred income taxes                                                                     |  |                               | 87,892     |   |      |   | 149,467    |  
|Amortization of intangible assets                                                                       |  |                               | 1,969      |   |      |   | 3,369      |  
|Net gain on prepayment of Federal Home Loan Bank advances                                               |  |                               | (11,791    | ) |      |   | -0-        |  
|Other operating activities, net                                                                         |  |                               | 94,308     |   |      |   | 92,997     |  
|                                                                                                        |  |                               |            |   |      |   |            |  
|Net cash provided by operating activities                                                               |  |                               | 498,212    |   |      |   | 620,526    |  
|                                                                                                        |  |                               |            |   |      |   |            |  
|INVESTING ACTIVITIES                                                                                    |  |                               |            |   |      |   |            |  
|Proceeds from maturities and prepayments of available-for-sale securities                               |  |                               | 722,194    |   |      |   | 911,120    |  
|Proceeds from sales of available-for-sale securities                                                    |  |                               | 611,538    |   |      |   | 1,746,674  |  
|Purchases of available-for-sale securities                                                              |  |                               | (1,172,063 | ) |      |   | (2,057,117 | )
|Proceeds from maturities, prepayments and calls of held-to-maturity securities                          |  |                               | 888,970    |   |      |   | 1,284,069  |  
|Purchases of held-to-maturity securities                                                                |  |                               | (545,962   | ) |      |   | (2,352,380 | )
|Net increase in other interest-earning assets                                                           |  |                               | (52,327    | ) |      |   | (22,933    | )
|Net increase in loans, excluding sales of loans                                                         |  |                               | (2,867,142 | ) |      |   | (3,788,075 | )
|Purchases of mortgage loans                                                                             |  |                               | -0-        |   |      |   | (143,946   | )
|Proceeds from sales of mortgage loans                                                                   |  |                               | 455,025    |   |      |   | 154,844    |  
|Proceeds from sales of home equity loans                                                                |  |                               | 460,124    |   |      |   | 156,552    |  
|Proceeds from sales of student loans                                                                    |  |                               | 227,812    |   |      |   | 184,457    |  
|Proceeds from sale of recreational vehicle and marine loans                                             |  |                               | -0-        |   |      |   | 87,149     |  
|Net purchases of premises and equipment                                                                 |  |                               | (113,866   | ) |      |   | (171,082   | )
|Net cash received from sale of mutual fund management unit                                              |  |                               | 65,000     |   |      |   | -0-        |  
|                                                                                                        |  |                               |            |   |      |   |            |  
|Net cash used in investing activities                                                                   |  |                               | (1,320,697 | ) |      |   | (4,010,668 | )
|                                                                                                        |  |                               |            |   |      |   |            |  
|FINANCING ACTIVITIES                                                                                    |  |                               |            |   |      |   |            |  
|Net increase in deposits                                                                                |  |                               | 1,447,501  |   |      |   | 1,479,356  |  
|Net increase in federal funds purchased and securities sold under agreements to repurchase              |  |                               | 1,082,756  |   |      |   | 471,379    |  
|Net increase in other borrowed funds                                                                    |  |                               | 252,520    |   |      |   | 1,620,919  |  
|Proceeds from issuance of long-term Federal Home Loan Bank advances and other long-term debt            |  |                               | 770,368    |   |      |   | 350,587    |  
|Payments for maturing Federal Home Loan Bank advances and other long-term debt                          |  |                               | (670,322   | ) |      |   | (410,568   | )
|Payments for prepayment of Federal Home Loan Bank advances                                              |  |                               | (1,313,209 | ) |      |   | -0-        |  
|Cash dividends paid                                                                                     |  |                               | (266,525   | ) |      |   | (252,096   | )
|Proceeds from employee stock plans, direct stock purchase and dividend reinvestment plan                |  |                               | 96,701     |   |      |   | 89,803     |  
|Purchase of common stock                                                                                |  |                               | (321,070   | ) |      |   | (50,049    | )
|                                                                                                        |  |                               |            |   |      |   |            |  
|Net cash provided by financing activities                                                               |  |                               | 1,078,720  |   |      |   | 3,299,331  |  
|                                                                                                        |  |                               |            |   |      |   |            |  
|Increase (Decrease) in cash and cash equivalents                                                        |  |                               | 256,235    |   |      |   | (90,811    | )
|Cash and cash equivalents at beginning of period                                                        |  |                               | 966,993    |   |      |   | 1,163,986  |  
|                                                                                                        |  |                               |            |   |      |   |            |  
|Cash and cash equivalents at end of period                                                              |  | $                             | 1,223,228  |   |      | $ | 1,073,175  |  
|                                                                                                        |  |                               |            |   |      |   |            |  



See notes to
consolidated financial statements.



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##### Table of Contents

AMSOUTH BANCORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Nine months ended September 30, 2005 and 2004



Note 1  Basis of Presentation  The consolidated financial statements conform to accounting principles generally accepted in the United
States of America. The accompanying interim financial statements are unaudited; however, in the opinion of Management, all adjustments necessary for the fair presentation of the consolidated financial statements have been included. All such
adjustments are of a normal recurring nature. Certain amounts in the prior periods financial statements have been reclassified to conform to the 2005 presentation. These reclassifications had no effect on net income, total assets or
shareholders equity. The notes included herein should be read in conjunction with the notes to consolidated financial statements included in AmSouth Bancorporations (AmSouth or the Company) 2004 annual report on
Form 10-K. The accounting policies employed are the same as those shown in Note 1 to the Consolidated Financial Statements on Form 10-K.



The consolidated financial statements and notes are presented in accordance with the instructions for Form 10-Q. The consolidated financial
statements include the accounts of AmSouth and its subsidiaries (all of which are wholly owned). All significant intercompany balances and transactions have been eliminated.



Note 2  Recent Accounting Developments In December 2004, the Financial Accounting Standards Board (FASB)
issued revised Statement of Financial Accounting Standards No. 123, Share-Based Payment (Statement 123R). Statement 123R requires companies to recognize in their financial statements the cost resulting from all share-based payment
transactions using a fair value-based measurement model. Share-based payment transactions include transactions in which the entity issues stock, share options or other equity instruments in exchange for goods or services. A fair value-based
measurement model requires the fair value of share-based payments issued to nonemployees to be recorded at the fair value of the goods or services received. For payments to employees, Statement 123R requires that share-based payments be recorded at
their fair value and be classified as either a liability or equity. Entities are required to estimate the fair value of share-based payments to employees using a mathematical model that reflects the most accurate valuation given the information
available and incorporates various factors, including exercise price of the option, expected volatility of the entitys stock, expected term of the award, performance/service/market conditions, expected dividends, the risk-free rate, and grant
date share price. Payments classified as liabilities are required to be remeasured at the end of each reporting period. The fair value of awards classified as equity is required to be recognized over the requisite service period or the period during
which the employee is expected to provide service to earn the award. Statement 123R replaces Statement 123 and supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25). Statement 123R
will become effective for AmSouth in annual reporting periods beginning after June 15, 2005, requiring all share-based payments granted or modified subsequent to the implementation date to be accounted for under Statement 123R. AmSouth expects
to record annual compensation expense of approximately $0.05 to $0.06 per share as a result of the adoption of Statement 123R and the transition method is expected to be the modified prospective method. During full implementation, AmSouth will be
performing additional analyses to validate the various factors used in the valuation model as a result of the enhanced requirements of Statement 123R.



In the first quarter of 2005, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 107 (SAB 107). SAB 107 addresses the
interaction between Statement 123R and certain SEC rules and regulations and provides the SEC staffs views regarding the valuation of share-based payment arrangements for public companies.



In December 2004, the FASB issued Statement of Financial Accounting Standards
No. 153, Exchanges of Nonmonetary Assets  an amendment of APB Opinion No. 29 (Statement 153). Statement 153 amends



7



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##### Table of Contents

Accounting Principles Board Opinion No. 29, Accounting for Nonmonetary Transactions (APB 29) to eliminate the exception for nonmonetary
exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange. The provisions of Statement 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Company does not expect the adoption of
Statement 153 to have a material effect on the consolidated financial statements.



In May 2005, the FASB issued Statement of Financial Accounting Standards No. 154, Accounting Changes and Error Corrections  a replacement of APB Opinion No. 20 and FASB Statement No. 3
(Statement 154). Statement 154 changes the requirements for the accounting for and reporting of a change in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does
not include specific transition provisions. When a pronouncement includes specific transition provisions, those provisions should be followed. Statement 154 is effective for accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005. The Company does not expect the adoption of Statement 154 to have a material effect on the consolidated financial statements.



Note 3  Cash Flows  The following table summarizes supplemental cash flow information for the nine months ended September 30:



|                                              |  |      |         |      |   |        
|--------------------------------------------- |  | ---- | ------- | ---- | - | -------
|(In thousands)                                |  | 2005 |         | 2004
|Cash paid during the period for:              |  |      |         |      |   |        
|Interest                                      |  | $    | 650,531 |      | $ | 497,042
|Income taxes                                  |  |      | 181,321 |      |   | 162,572
|Transfers from loans to foreclosed properties |  |      | 28,135  |      |   | 32,380 
|Transfers from foreclosed properties to loans |  |      | 414     |      |   | 831    



Note 4 
Stock-Based Compensation  AmSouth has long-term incentive compensation plans which permit the granting of incentive awards in the form of stock options, restricted stock awards, restricted stock units, stock appreciation rights,
performance shares, and performance units. Generally, the terms of these plans stipulate that the exercise price of options may not be less than the fair market value of AmSouths common stock at the date the options are granted. Options
granted generally vest between one and three years from the date of grant, with substantially all of the 2005 and 2004 option grants vesting ratably over three years. All of the options granted during the first nine months of 2005 and 2004 expire
ten years from the date of grant. All other options outstanding generally expire not later than ten years from the date of grant.



AmSouth has adopted the disclosure-only provisions of Statement 123, which allows an entity to continue to measure compensation costs for those plans
using the intrinsic value-based method of accounting prescribed by APB 25. AmSouth has elected to follow APB 25 and related interpretations in accounting for its employee stock options. Compensation cost for fixed and variable stock-based awards is
measured by the excess, if any, of the fair market price of the underlying stock over the amount the individual is required to pay. Compensation cost for fixed awards is measured at the grant date. No option-based employee compensation cost is
currently reflected in net income, as all options granted had an exercise price equal to the market value of the underlying common stock on the date of grant. Compensation expense related to restricted stock is reflected in the table below. For
purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options vesting period.



8



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##### Table of Contents

AmSouths pro forma information is as follows:



|                                                                                                                   |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|------------------------------------------------------------------------------------------------------------------ |  | ------------------------------ | ------- | - | ----------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                                                                   |  | Three months endedSeptember 30 |         |   | Nine months endedSeptember 30 |  
|(In thousands, except per share data)                                                                              |  | 2005                           |         |   | 2004                          |   |         | 2005 |  |   | 2004    |  
|Net income:                                                                                                        |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|As reported                                                                                                        |  | $                              | 180,328 |   |                               | $ | 119,579 |      |  | $ | 543,572 |   |  | $ | 446,641 |  
|Add: Stock-based compensation expense included in reported net income, net of tax                                  |  |                                | 688     |   |                               |   | 517     |      |  |   | 1,888   |   |  |   | 1,340   |  
|Deduct: Total stock-based compensation expense determined under fair value based method for all awards, net of tax |  |                                | (6,314  | ) |                               |   | (8,441  | )    |  |   | (20,054 | ) |  |   | (24,742 | )
|                                                                                                                   |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Pro forma                                                                                                          |  | $                              | 174,702 |   |                               | $ | 111,655 |      |  | $ | 525,406 |   |  | $ | 423,239 |  
|                                                                                                                   |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Earnings per common share:                                                                                         |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|As reported                                                                                                        |  | $                              | 0.52    |   |                               | $ | 0.34    |      |  | $ | 1.54    |   |  | $ | 1.27    |  
|Pro forma                                                                                                          |  |                                | 0.50    |   |                               |   | 0.32    |      |  |   | 1.49    |   |  |   | 1.20    |  
|Diluted earnings per common share:                                                                                 |  |                                |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|As reported                                                                                                        |  | $                              | 0.51    |   |                               | $ | 0.33    |      |  | $ | 1.52    |   |  | $ | 1.25    |  
|Pro forma                                                                                                          |  |                                | 0.49    |   |                               |   | 0.31    |      |  |   | 1.47    |   |  |   | 1.19    |  



This pro-forma
information includes expenses related to all stock options granted during the third quarter and first nine months of 2005 and 2004, as well as the expense related to the unvested portion of prior years grants and assumes that the fair value
for these options was estimated at the date of grant using a Black-Scholes option pricing model. The estimated fair value of the options is then amortized over the options vesting period to determine the pro-forma expense for the periods.



The following table details the weighted-average assumptions
used and estimated fair value:



|                               |  |                                |       |     |                               |   |       |      |  |   |       |     |  |   |       |    
|------------------------------ |  | ------------------------------ | ----- | --- | ----------------------------- | - | ----- | ---- |  | - | ----- | --- |  | - | ----- | ---
|                               |  | Three months endedSeptember 30 |       |     | Nine months endedSeptember 30 |  
|                               |  | 2005                           |       |     | 2004                          |   |       | 2005 |  |   | 2004  |    
|Risk-free interest rate        |  |                                | 4.07  | %   |                               |   | 4.11  | %    |  |   | 3.61  | %   |  |   | 3.92  | %  
|Dividend yield                 |  |                                | 3.80  |     |                               |   | 3.94  |      |  |   | 3.95  |     |  |   | 3.99  |    
|Volatility factor              |  |                                | 19.68 |     |                               |   | 30.72 |      |  |   | 21.58 |     |  |   | 30.89 |    
|Weighted-average expected life |  |                                | 4.2   | yrs |                               |   | 7.0   | yrs  |  |   | 4.2   | yrs |  |   | 7.0   | yrs
|Estimated fair value           |  | $                              | 3.73  |     |                               | $ | 6.00  |      |  | $ | 3.60  |     |  | $ | 5.69  |    



AmSouths stock
option and restricted stock grants have accelerated vesting provisions that take effect when an employee retires. AmSouth has recognized the effect of these acceleration provisions on the date the employee actually retires (the explicit
service period). Upon adoption of Statement 123R, AmSouth will be required to recognize the effect of these acceleration provisions when an employee becomes retirement-eligible. AmSouth will continue to recognize pro-forma compensation cost
over the explicit service period for awards granted prior to the adoption of Statement 123R. Had AmSouth recognized the pro forma expense on the date an employee became retirement-eligible, the stock-based compensation expense, net of tax, disclosed
above for 2005 would be higher by approximately $6 million, the impact of which would be one-time only.



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Note 5  Pension and Other Postretirement Benefits  Net periodic benefit cost includes
the following components for the three months ended September 30:



|                                            |  |                  |         |   |                             |   |         |      |  |   |      |   |  |   |      |  
|------------------------------------------- |  | ---------------- | ------- | - | --------------------------- | - | ------- | ---- |  | - | ---- | - |  | - | ---- | -
|                                            |  | Retirement Plans |         |   | OtherPostretirementBenefits |  
|(In thousands)                              |  | 2005             |         |   | 2004                        |   |         | 2005 |  |   | 2004 |  
|Service cost                                |  | $                | 6,701   |   |                             | $ | 5,358   |      |  | $ | 258  |   |  | $ | 218  |  
|Interest cost                               |  |                  | 11,570  |   |                             |   | 10,515  |      |  |   | 571  |   |  |   | 601  |  
|Expected return on plan assets              |  |                  | (16,464 | ) |                             |   | (16,198 | )    |  |   | (52  | ) |  |   | (55  | )
|Amortization of prior service cost/(credit) |  |                  | 35      |   |                             |   | 11      |      |  |   | (217 | ) |  |   | (218 | )
|Amortization of transitional obligation     |  |                  | 48      |   |                             |   | 48      |      |  |   | 11   |   |  |   | 11   |  
|Recognized actuarial loss                   |  |                  | 6,764   |   |                             |   | 4,028   |      |  |   | 245  |   |  |   | 304  |  
|                                            |  |                  |         |   |                             |   |         |      |  |   |      |   |  |   |      |  
|Net periodic benefit cost                   |  | $                | 8,654   |   |                             | $ | 3,762   |      |  | $ | 816  |   |  | $ | 861  |  
|                                            |  |                  |         |   |                             |   |         |      |  |   |      |   |  |   |      |  



Net periodic benefit
cost includes the following components for the nine months ended September 30:



|                                            |  |                  |         |   |                             |   |         |      |  |   |       |   |  |   |       |  
|------------------------------------------- |  | ---------------- | ------- | - | --------------------------- | - | ------- | ---- |  | - | ----- | - |  | - | ----- | -
|                                            |  | Retirement Plans |         |   | OtherPostretirementBenefits |  
|(In thousands)                              |  | 2005             |         |   | 2004                        |   |         | 2005 |  |   | 2004  |  
|Service cost                                |  | $                | 20,101  |   |                             | $ | 16,075  |      |  | $ | 774   |   |  | $ | 654   |  
|Interest cost                               |  |                  | 34,710  |   |                             |   | 31,543  |      |  |   | 1,711 |   |  |   | 1,804 |  
|Expected return on plan assets              |  |                  | (49,390 | ) |                             |   | (48,595 | )    |  |   | (154  | ) |  |   | (164  | )
|Amortization of prior service cost/(credit) |  |                  | 107     |   |                             |   | 34      |      |  |   | (653  | ) |  |   | (653  | )
|Amortization of transitional obligation     |  |                  | 144     |   |                             |   | 144     |      |  |   | 33    |   |  |   | 33    |  
|Recognized actuarial loss                   |  |                  | 20,292  |   |                             |   | 12,085  |      |  |   | 735   |   |  |   | 911   |  
|                                            |  |                  |         |   |                             |   |         |      |  |   |       |   |  |   |       |  
|Net periodic benefit cost                   |  | $                | 25,964  |   |                             | $ | 11,286  |      |  | $ | 2,446 |   |  | $ | 2,585 |  
|                                            |  |                  |         |   |                             |   |         |      |  |   |       |   |  |   |       |  



In October of 2005,
AmSouth made a $5.8 million discretionary contribution to its retirement plan.



On December 8, 2003, the President signed the Medicare Prescription Drug Improvement and Modernization Act of 2003 (the Act) into law. The Act introduces a prescription drug benefit under Medicare (Medicare Part
D) as well as a federal subsidy to sponsors of retiree healthcare benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. The assumptions and measures contained in this note relating to the postretirement
benefit plans do not reflect any amount associated with the subsidy because starting January 1, 2006, AmSouth will not provide any benefits that will qualify for this subsidy.



Note 6  Contingencies



Legal. Various legal proceedings are pending against AmSouth and its subsidiaries. Some of these proceedings seek relief or allege damages that are
substantial. The actions arise in the ordinary course of AmSouths business and include actions relating to its imposition of certain fees, lending, collections, loan servicing, deposit taking, investment, trust and other activities. It may
take a number of years to finally resolve some of these actions because of their complexity as well as other reasons. Additionally, AmSouth and certain of its subsidiaries, which are regulated by one or more federal and state authorities, are the
subject of regularly scheduled and special examinations, reviews and investigations conducted by such regulatory authorities and by law enforcement agencies resulting from these examinations, reviews and investigations. Although it is not possible
to determine with certainty AmSouths potential exposure from these proceedings, based upon legal counsels opinion, Management considers that any liability resulting from the proceedings, including the BISYS matter discussed below, would
not have a material impact on the financial condition or results of operations of AmSouth.



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BISYS Matter.As previously disclosed, AmSouth Bank has received a Wells Notice from
the regional office of the SEC in Los Angeles indicating that the staff of the SEC intends to recommend that the Commission bring a civil action against AmSouth Bank and AmSouth Asset Management, Inc. for possible violations of the federal
securities laws relating to its mutual fund management unit. See Note 11 regarding the sale of this unit. The potential action arose from the SECs investigation of the past practices of the mutual fund services unit of the BISYS Group, Inc.,
an outside company that provided fund administration and other services to the AmSouth Funds and many other bank-owned mutual fund families. AmSouth believes the SEC investigation primarily relates to past arrangements under which BISYS used a
portion of the fees paid to it by the fund family to pay for marketing and other expenses. AmSouth has been cooperating extensively with the SEC in the BISYS investigation.



A Wells Notice is not a formal allegation or proof of wrongdoing. The notice provides AmSouth the opportunity to formally
respond to the SEC staff before the staff recommends whether the SEC should take action. AmSouth has submitted its response to the SEC staff.



Income Taxes.AmSouths federal and state income tax returns are subject to review and examination by government authorities. In the normal
course of these examinations, AmSouth is subject to challenges from federal and state authorities regarding amounts of taxes due. These challenges may alter the timing or amount of taxable income or deductions, or the allocation of income among tax
jurisdictions. AmSouth is currently under examination by a number of the states in which it does business. AmSouth is also under examination by the Internal Revenue Service (IRS) for the years ended December 31, 2000 through December 31,
2002. AmSouth is currently at IRS Appeals on the issues raised in the IRS examination for the years ended December 31, 1998, September 30, 1999 and December 31, 1999 related to leveraged leasing transactions.



AmSouth has certain leasing investments that are accounted for as leveraged
leases under the guidance of Statement of Financial Accounting Standards No. 13, Accounting for Leases (Statement 13). Under Statement 13, the net investment recorded for leveraged leases on the consolidated balance sheet represents
the present value of the net cash flows from the leases, including those that are tax related. Total income is recognized proportionately over the term of a leveraged lease in each year in which the net investment in the lease is positive. In
connection with the IRS examination mentioned above, the IRS issued Notices of Proposed Adjustments with respect to AmSouths tax treatment of certain leveraged lease transactions that were entered into during the years under examination.
Management believes that AmSouths treatment of these leveraged lease transactions was in compliance with existing tax case law, applicable statutes and regulations in effect at the time these transactions were entered into and intends to
vigorously defend its position.



If AmSouth were to settle with
the IRS on these Proposed Adjustments, such a settlement would not have a material impact to the consolidated financial statements based upon accounting guidance currently in effect. Under Statement 13, any changes in estimates or assumptions that
do not affect total net income for a lease do not affect the timing of income recognition. However, the FASB has recently issued two proposals that, if adopted as currently drafted, would change current accounting guidance.



On July 14, 2005, the FASB issued an Exposure Draft of a proposed
Interpretation, Accounting for Uncertain Tax Positions  an interpretation of FASB Statement No. 109, proposing guidance on the recognition and measurement of certain positions taken in tax return filings as well as the related
accrual of interest and penalties and classification of liabilities resulting from these positions.



Concurrently, the FASB issued an Exposure Draft of a proposed Staff Position, Accounting for a Change or Projected Change in the Timing of Cash
Flows Relating to Income Taxes Generated by a Leveraged Lease. This Exposure Draft specifies that a change or projected change in the timing of cash flows related to a leveraged lease transaction will result in a recalculation of the lease
model and of the timing and/or amount of income recognized by a lessor for that lease by period. These changes include changes in cash flows related to the timing of deductions and assessments of additional taxes, interest, and/or penalties as a
result of an actual or expected



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settlement with the IRS. Such changes in the expected timing of cash flows resulting from changes in the timing of tax deductions do not result in a
reduction of the total net income recognized over the life of the lease. Thus, any current reductions to income previously recognized from the lease would be recognized in future periods. However, a reduction in the total income earned over the life
of the lease does result if there are interest charges and/or penalties related to tax expense.



Both proposals are subject to comment periods before their final adoption and as drafted, would be effective for fiscal years ending after
December 15, 2005. However, the FASB is still in deliberations on these proposals, and the provisions and effective dates may be subject to change. AmSouth is currently reviewing the potential impact of their adoption, and adoption under the
guidance as currently proposed is expected to have a material impact to the consolidated financial statements at the effective date of adoption. Both proposals would require that any impact to the consolidated financial statements upon adoption
would be recognized as a cumulative effect of a change in accounting principle.



Note 7  Earnings Per Common Share  The following table sets forth the computation of basic earnings per common share and diluted earnings per common share:



|                                                         |  |                                |         |                               |   |         |  |      |         |  |   |        
|-------------------------------------------------------- |  | ------------------------------ | ------- | ----------------------------- | - | ------- |  | ---- | ------- |  | - | -------
|                                                         |  | Three Months EndedSeptember 30 |         | Nine Months EndedSeptember 30
|(In thousands except per share data)                     |  | 2005                           |         | 2004                          |   | 2005    |  | 2004
|Basic earnings per common share computation:             |  |                                |         |                               |   |         |  |      |         |  |   |        
|Numerator:                                               |  |                                |         |                               |   |         |  |      |         |  |   |        
|Net income                                               |  | $                              | 180,328 |                               | $ | 119,579 |  | $    | 543,572 |  | $ | 446,641
|Denominator:                                             |  |                                |         |                               |   |         |  |      |         |  |   |        
|Average common shares outstanding                        |  |                                | 348,781 |                               |   | 352,838 |  |      | 351,311 |  |   | 351,882
|Shares issuable under deferred compensation arrangements |  |                                | 565     |                               |   | -0-     |  |      | 570     |  |   | -0-    
|                                                         |  |                                |         |                               |   |         |  |      |         |  |   |        
|Average common shares outstanding  basic                |  |                                | 349,346 |                               |   | 352,838 |  |      | 351,881 |  |   | 351,882
|                                                         |  |                                |         |                              
|Basic earnings per common share                          |  | $                              | 0.52    |                               | $ | 0.34    |  | $    | 1.54    |  | $ | 1.27   
|Diluted earnings per common share computation:           |  |                                |         |                               |   |         |  |      |         |  |   |        
|Numerator:                                               |  |                                |         |                               |   |         |  |      |         |  |   |        
|Net income                                               |  | $                              | 180,328 |                               | $ | 119,579 |  | $    | 543,572 |  | $ | 446,641
|Denominator:                                             |  |                                |         |                               |   |         |  |      |         |  |   |        
|Average common shares outstanding                        |  |                                | 348,781 |                               |   | 352,838 |  |      | 351,311 |  |   | 351,882
|Shares issuable under deferred compensation arrangements |  |                                | 565     |                               |   | -0-     |  |      | 570     |  |   | -0-    
|Dilutive effect of options issued                        |  |                                | 5,308   |                               |   | 5,434   |  |      | 4,935   |  |   | 5,287  
|                                                         |  |                                |         |                               |   |         |  |      |         |  |   |        
|Average common shares outstanding  diluted              |  |                                | 354,654 |                               |   | 358,272 |  |      | 356,816 |  |   | 357,169
|Diluted earnings per common share                        |  | $                              | 0.51    |                               | $ | 0.33    |  | $    | 1.52    |  | $ | 1.25   



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Note 8  Comprehensive Income  Total comprehensive income consists of net income, the
change in the unrealized gains or losses on AmSouths available-for-sale securities portfolio arising during the period, the change in the effective portion of cash flow hedges marked to market, and a minimum pension liability related to an
unfunded pension liability. In the calculation of comprehensive income, certain reclassification adjustments are made to avoid double counting items that are displayed as part of net income for a period that also had been displayed as part of other
comprehensive income in that period or earlier periods.



The
following tables detail the components of comprehensive income, including reclassification adjustments:



|                                                                                               |  |                                 |         |   |           |   |          |           |  |   |           |   |  |           |         |   |           |   |          |   |  |   |         |  
|---------------------------------------------------------------------------------------------- |  | ------------------------------- | ------- | - | --------- | - | -------- | --------- |  | - | --------- | - |  | --------- | ------- | - | --------- | - | -------- | - |  | - | ------- | -
|                                                                                               |  | Three Months Ended September 30 |        
|                                                                                               |  | 2005                            |         |   | 2004      |  
|(Dollars in thousands)                                                                         |  | BeforeTax                       |         |   | TaxEffect |   |          | Net ofTax |  |   | BeforeTax |   |  | TaxEffect |         |   | Net ofTax |  
|Net income                                                                                     |  | $                               | 262,677 |   |           | $ | (82,349  | )         |  | $ | 180,328   |   |  | $         | 197,799 |   |           | $ | (78,220  | ) |  | $ | 119,579 |  
|Other comprehensive income:                                                                    |  |                                 |         |   |           |   |          |           |  |   |           |   |  |           |         |   |           |   |          |   |  |   |         |  
|Unrealized holding gains and losses on available-for-sale securities arising during the period |  |                                 | (67,517 | ) |           |   | 25,657   |           |  |   | (41,860   | ) |  |           | 141,659 |   |           |   | (53,418  | ) |  |   | 88,241  |  
|Less: reclassification adjustment for net securities gains realized in net income              |  |                                 | 221     |   |           |   | (83      | )         |  |   | 138       |   |  |           | 5,329   |   |           |   | (2,004   | ) |  |   | 3,325   |  
|                                                                                               |  |                                 |         |   |           |   |          |           |  |   |           |   |  |           |         |   |           |   |          |   |  |   |         |  
|Net change in unrealized gains and losses on available-for-sale securities                     |  |                                 | (67,738 | ) |           |   | 25,740   |           |  |   | (41,998   | ) |  |           | 136,330 |   |           |   | (51,414  | ) |  |   | 84,916  |  
|                                                                                               |  |                                 |         |   |           |   |          |           |  |   |           |   |  |           |         |   |           |   |          |   |  |   |         |  
|Unrealized holding gains and losses on derivatives arising during the period                   |  |                                 | (5,658  | ) |           |   | 2,011    |           |  |   | (3,647    | ) |  |           | 19,599  |   |           |   | (6,920   | ) |  |   | 12,679  |  
|Less: reclassification adjustment for (losses) gains realized in net income                    |  |                                 | (1,191  | ) |           |   | 448      |           |  |   | (743      | ) |  |           | 2,317   |   |           |   | (871     | ) |  |   | 1,446   |  
|                                                                                               |  |                                 |         |   |           |   |          |           |  |   |           |   |  |           |         |   |           |   |          |   |  |   |         |  
|Net change in unrealized gains and losses on derivative instruments                            |  |                                 | (4,467  | ) |           |   | 1,563    |           |  |   | (2,904    | ) |  |           | 17,282  |   |           |   | (6,049   | ) |  |   | 11,233  |  
|                                                                                               |  |                                 |         |   |           |   |          |           |  |   |           |   |  |           |         |   |           |   |          |   |  |   |         |  
|Comprehensive income                                                                           |  | $                               | 190,472 |   |           | $ | (55,046  | )         |  | $ | 135,426   |   |  | $         | 351,411 |   |           | $ | (135,683 | ) |  | $ | 215,728 |  
|                                                                                               |  |                                 |         |   |           |   |          |           |  |   |           |   |  |           |         |   |           |   |          |   |  |   |         |  
|                                                                                               | 
|                                                                                               |  | Nine Months Ended September 30  |        
|                                                                                               |  | 2005                            |         |   | 2004      |  
|(Dollars in thousands)                                                                         |  | BeforeTax                       |         |   | TaxEffect |   |          | Net ofTax |  |   | BeforeTax |   |  | TaxEffect |         |   | Net ofTax |  
|Net income                                                                                     |  | $                               | 786,896 |   |           | $ | (243,324 | )         |  | $ | 543,572   |   |  | $         | 668,644 |   |           | $ | (222,003 | ) |  | $ | 446,641 |  
|Other comprehensive income:                                                                    |  |                                 |         |   |           |   |          |           |  |   |           |   |  |           |         |   |           |   |          |   |  |   |         |  
|Unrealized holding gains and losses on available-for-sale securities arising during the period |  |                                 | (77,805 | ) |           |   | 29,689   |           |  |   | (48,116   | ) |  |           | 2,178   |   |           |   | (160     | ) |  |   | 2,018   |  
|Less: reclassification adjustment for net securities gains realized in net income              |  |                                 | 4,120   |   |           |   | (1,549   | )         |  |   | 2,571     |   |  |           | 21,532  |   |           |   | (8,096   | ) |  |   | 13,436  |  
|                                                                                               |  |                                 |         |   |           |   |          |           |  |   |           |   |  |           |         |   |           |   |          |   |  |   |         |  
|Net change in unrealized gains and losses on available-for-sale securities                     |  |                                 | (81,925 | ) |           |   | 31,238   |           |  |   | (50,687   | ) |  |           | (19,354 | ) |           |   | 7,936    |   |  |   | (11,418 | )
|                                                                                               |  |                                 |         |   |           |   |          |           |  |   |           |   |  |           |         |   |           |   |          |   |  |   |         |  
|Unrealized holding gains and losses on derivatives arising during the period                   |  |                                 | (3,372  | ) |           |   | 1,257    |           |  |   | (2,115    | ) |  |           | 8,808   |   |           |   | (3,386   | ) |  |   | 5,422   |  
|Less: reclassification adjustment for (losses) gains realized in net income                    |  |                                 | (2,938  | ) |           |   | 1,105    |           |  |   | (1,833    | ) |  |           | 11,655  |   |           |   | (4,382   | ) |  |   | 7,273   |  
|                                                                                               |  |                                 |         |   |           |   |          |           |  |   |           |   |  |           |         |   |           |   |          |   |  |   |         |  
|Net change in unrealized gains and losses on derivative instruments                            |  |                                 | (434    | ) |           |   | 152      |           |  |   | (282      | ) |  |           | (2,847  | ) |           |   | 996      |   |  |   | (1,851  | )
|                                                                                               |  |                                 |         |   |           |   |          |           |  |   |           |   |  |           |         |   |           |   |          |   |  |   |         |  
|Additional minimum benefit liability adjustment                                                |  |                                 |        |   |           |   |         |           |  |   |          |   |  |           | (223    | ) |           |   | 84       |   |  |   | (139    | )
|                                                                                               |  |                                 |         |   |           |   |          |           |  |   |           |   |  |           |         |   |           |   |          |   |  |   |         |  
|Comprehensive income                                                                           |  | $                               | 704,537 |   |           | $ | (211,934 | )         |  | $ | 492,603   |   |  | $         | 646,220 |   |           | $ | (212,987 | ) |  | $ | 433,233 |  
|                                                                                               |  |                                 |         |   |           |   |          |           |  |   |           |   |  |           |         |   |           |   |          |   |  |   |         |  



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Note 9  Shareholders Equity  On April 17, 2003, AmSouths Board of
Directors approved a plan to repurchase up to 25 million shares of the companys outstanding common stock. The common shares may be repurchased in the open market or in privately negotiated transactions. The reacquired common shares will
be held as treasury shares and may be reissued for various corporate purposes, including employee benefit programs. During the nine month periods ended September 30, 2005 and 2004, AmSouth repurchased 12.2 million and 2.1 million
shares, respectively, primarily under this authorization at a cost of $321.1 million and $50.0 million, respectively. Cash dividends of $0.75 per common share were declared in the first nine months of 2005.



Note 10  Business Segment Information AmSouth has three
reportable segments: Consumer Banking, Commercial Banking and Wealth Management. Treasury & Other includes balance sheet management activities that include the investment portfolio, non-deposit funding and the impact of derivatives used in
asset/liability management. Income from bank owned life insurance policies, provisions for loan losses that are in excess of or below net charge-offs, gains and losses related to the ineffective portion of derivative hedging instruments, net gains
and losses on sales of fixed assets and other assets, taxable-equivalent adjustments associated with lease residual option benefits, the amortization of deposit intangibles, and corporate expenses such as corporate overhead are also shown in
Treasury & Other. Also included in Treasury and Other is the gain on the sale of AmSouths mutual fund management unit in 2005 and expenses related to the settlement agreements and related professional fees in 2004. In addition,
Treasury & Other includes the reversal of revenues and expenses associated with Private Client Service customers loans and deposit balances to eliminate any double counting which occurs as a result of including these revenues and
expenses in the Wealth Management segment as well as in either the Commercial or Consumer segments.



The following is a summary of the segment performance for the three and nine months ended September 30:



|                                            |  |                 |            |                   |   |            |                  |  |   |                 |   |  |       |            |   |  |   |           
|------------------------------------------- |  | --------------- | ---------- | ----------------- | - | ---------- | ---------------- |  | - | --------------- | - |  | ----- | ---------- | - |  | - | ----------
|(In thousands)                              |  | ConsumerBanking |            | CommercialBanking |   |            | WealthManagement |  |   | Treasury &Other |   |  | Total
|Three Months Ended September 30, 2005       |  |                 |            |                   |   |            |                  |  |   |                 |   |  |       |            |   |  |   |           
|Net interest income before internal funding |  | $               | 198,238    |                   | $ | 152,677    |                  |  | $ | 47,345          |   |  | $     | (23,527    | ) |  | $ | 374,733   
|Internal funding                            |  |                 | 76,654     |                   |   | (42,670    | )                |  |   | 1,313           |   |  |       | (35,297    | ) |  |   | -0-       
|                                            |  |                 |            |                   |   |            |                  |  |   |                 |   |  |       |            |   |  |   |           
|Net interest income/(expense)               |  |                 | 274,892    |                   |   | 110,007    |                  |  |   | 48,658          |   |  |       | (58,824    | ) |  |   | 374,733   
|Noninterest revenues                        |  |                 | 121,039    |                   |   | 33,405     |                  |  |   | 49,371          |   |  |       | 55,834     |   |  |   | 259,649   
|                                            |  |                 |            |                   |   |            |                  |  |   |                 |   |  |       |            |   |  |   |           
|Total revenues                              |  |                 | 395,931    |                   |   | 143,412    |                  |  |   | 98,029          |   |  |       | (2,990     | ) |  |   | 634,382   
|Provision for loan losses                   |  |                 | 10,900     |                   |   | 1,698      |                  |  |   | 457             |   |  |       | 21,745     |   |  |   | 34,800    
|Noninterest expenses                        |  |                 | 194,419    |                   |   | 50,968     |                  |  |   | 51,600          |   |  |       | 39,918     |   |  |   | 336,905   
|                                            |  |                 |            |                   |   |            |                  |  |   |                 |   |  |       |            |   |  |   |           
|Income/(Loss) before income taxes           |  |                 | 190,612    |                   |   | 90,746     |                  |  |   | 45,972          |   |  |       | (64,653    | ) |  |   | 262,677   
|Income taxes/(benefits)                     |  |                 | 71,670     |                   |   | 34,121     |                  |  |   | 17,285          |   |  |       | (40,727    | ) |  |   | 82,349    
|                                            |  |                 |            |                   |   |            |                  |  |   |                 |   |  |       |            |   |  |   |           
|Segment net income/(loss)                   |  | $               | 118,942    |                   | $ | 56,625     |                  |  | $ | 28,687          |   |  | $     | (23,926    | ) |  | $ | 180,328   
|                                            |  |                 |            |                   |   |            |                  |  |   |                 |   |  |       |            |   |  |   |           
|Revenues from external customers            |  | $               | 319,277    |                   | $ | 186,082    |                  |  | $ | 43,010          |   |  | $     | 86,013     |   |  | $ | 634,382   
|Ending assets                               |  |                 | 22,052,080 |                   |   | 14,626,295 |                  |  |   | 6,188,575       |   |  |       | 8,238,435  |   |  |   | 51,105,385
|Average assets                              |  |                 | 22,286,957 |                   |   | 14,357,557 |                  |  |   | 6,190,078       |   |  |       | 7,800,989  |   |  |   | 50,635,581
|Average loans                               |  |                 | 20,477,842 |                   |   | 13,280,244 |                  |  |   | 6,127,403       |   |  |       | (6,119,960 | ) |  |   | 33,765,529
|Average deposits                            |  |                 | 25,434,652 |                   |   | 8,667,078  |                  |  |   | 4,219,513       |   |  |       | (2,906,677 | ) |  |   | 35,414,566
|                                            |  |                 |            |                   |  
|Three Months Ended September 30, 2004       |  |                 |            |                   |   |            |                  |  |   |                 |   |  |       |            |   |  |   |           
|Net interest income before internal funding |  | $               | 212,252    |                   | $ | 119,800    |                  |  | $ | 43,379          |   |  | $     | 475        |   |  | $ | 375,906   
|Internal funding                            |  |                 | 75,966     |                   |   | (11,544    | )                |  |   | (822            | ) |  |       | (63,600    | ) |  |   | -0-       
|                                            |  |                 |            |                   |   |            |                  |  |   |                 |   |  |       |            |   |  |   |           
|Net interest income/(expense)               |  |                 | 288,218    |                   |   | 108,256    |                  |  |   | 42,557          |   |  |       | (63,125    | ) |  |   | 375,906   
|Noninterest revenues                        |  |                 | 121,193    |                   |   | 34,560     |                  |  |   | 47,686          |   |  |       | 9,732      |   |  |   | 213,171   
|                                            |  |                 |            |                   |   |            |                  |  |   |                 |   |  |       |            |   |  |   |           
|Total revenues                              |  |                 | 409,411    |                   |   | 142,816    |                  |  |   | 90,243          |   |  |       | (53,393    | ) |  |   | 589,077   
|Provision for loan losses                   |  |                 | 20,785     |                   |   | 4,493      |                  |  |   | 373             |   |  |       | 3,149      |   |  |   | 28,800    
|Noninterest expenses                        |  |                 | 192,031    |                   |   | 47,059     |                  |  |   | 50,796          |   |  |       | 72,592     |   |  |   | 362,478   
|                                            |  |                 |            |                   |   |            |                  |  |   |                 |   |  |       |            |   |  |   |           
|Income/(Loss) before income taxes           |  |                 | 196,595    |                   |   | 91,264     |                  |  |   | 39,074          |   |  |       | (129,134   | ) |  |   | 197,799   
|Income taxes/(benefits)                     |  |                 | 73,920     |                   |   | 34,315     |                  |  |   | 14,692          |   |  |       | (44,707    | ) |  |   | 78,220    
|                                            |  |                 |            |                   |   |            |                  |  |   |                 |   |  |       |            |   |  |   |           
|Segment net income/(loss)                   |  | $               | 122,675    |                   | $ | 56,949     |                  |  | $ | 24,382          |   |  | $     | (84,427    | ) |  | $ | 119,579   
|                                            |  |                 |            |                   |   |            |                  |  |   |                 |   |  |       |            |   |  |   |           



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|                                            |  |                 |            |                   |   |            |                  |  |   |                 |   |  |       |            |   |  |   |           
|------------------------------------------- |  | --------------- | ---------- | ----------------- | - | ---------- | ---------------- |  | - | --------------- | - |  | ----- | ---------- | - |  | - | ----------
|(In thousands)                              |  | ConsumerBanking |            | CommercialBanking |   |            | WealthManagement |  |   | Treasury &Other |   |  | Total
|Revenues from external customers            |  | $               | 333,445    |                   | $ | 154,360    |                  |  | $ | 44,548          |   |  | $     | 56,724     |   |  | $ | 589,077   
|Ending assets                               |  |                 | 21,842,393 |                   |   | 12,949,523 |                  |  |   | 4,671,857       |   |  |       | 10,224,089 |   |  |   | 49,687,862
|Average assets                              |  |                 | 21,833,499 |                   |   | 12,657,064 |                  |  |   | 5,120,892       |   |  |       | 9,174,859  |   |  |   | 48,786,314
|Average loans                               |  |                 | 20,422,598 |                   |   | 11,650,595 |                  |  |   | 5,091,998       |   |  |       | (5,085,490 | ) |  |   | 32,079,701
|Average deposits                            |  |                 | 22,862,347 |                   |   | 7,653,070  |                  |  |   | 3,627,651       |   |  |       | (1,763,831 | ) |  |   | 32,379,237
|                                            |  |                 |            |                   |  
|Nine Months Ended September 30, 2005        |  |                 |            |                   |   |            |                  |  |   |                 |   |  |       |            |   |  |   |           
|Net interest income before internal funding |  | $               | 592,584    |                   | $ | 429,339    |                  |  | $ | 141,746         |   |  | $     | (30,545    | ) |  | $ | 1,133,124 
|Internal funding                            |  |                 | 225,324    |                   |   | (102,309   | )                |  |   | 1,806           |   |  |       | (124,821   | ) |  |   | -0-       
|                                            |  |                 |            |                   |   |            |                  |  |   |                 |   |  |       |            |   |  |   |           
|Net interest income/(expense)               |  |                 | 817,908    |                   |   | 327,030    |                  |  |   | 143,552         |   |  |       | (155,366   | ) |  |   | 1,133,124 
|Noninterest revenues                        |  |                 | 359,247    |                   |   | 105,553    |                  |  |   | 151,216         |   |  |       | 82,220     |   |  |   | 698,236   
|                                            |  |                 |            |                   |   |            |                  |  |   |                 |   |  |       |            |   |  |   |           
|Total revenues                              |  |                 | 1,177,155  |                   |   | 432,583    |                  |  |   | 294,768         |   |  |       | (73,146    | ) |  |   | 1,831,360 
|Provision for loan losses                   |  |                 | 36,582     |                   |   | 8,761      |                  |  |   | 1,303           |   |  |       | 26,454     |   |  |   | 73,100    
|Noninterest expenses                        |  |                 | 576,434    |                   |   | 145,756    |                  |  |   | 158,632         |   |  |       | 90,542     |   |  |   | 971,364   
|                                            |  |                 |            |                   |   |            |                  |  |   |                 |   |  |       |            |   |  |   |           
|Income/(Loss) before income taxes           |  |                 | 564,139    |                   |   | 278,066    |                  |  |   | 134,833         |   |  |       | (190,142   | ) |  |   | 786,896   
|Income taxes/(benefits)                     |  |                 | 212,116    |                   |   | 104,553    |                  |  |   | 50,697          |   |  |       | (124,042   | ) |  |   | 243,324   
|                                            |  |                 |            |                   |   |            |                  |  |   |                 |   |  |       |            |   |  |   |           
|Segment net income/(loss)                   |  | $               | 352,023    |                   | $ | 173,513    |                  |  | $ | 84,136          |   |  | $     | (66,100    | ) |  | $ | 543,572   
|                                            |  |                 |            |                   |   |            |                  |  |   |                 |   |  |       |            |   |  |   |           
|Revenues from external customers            |  | $               | 951,831    |                   | $ | 534,892    |                  |  | $ | 134,647         |   |  | $     | 209,990    |   |  | $ | 1,831,360 
|Ending assets                               |  |                 | 22,052,080 |                   |   | 14,626,295 |                  |  |   | 6,188,575       |   |  |       | 8,238,435  |   |  |   | 51,105,385
|Average assets                              |  |                 | 22,084,706 |                   |   | 14,059,395 |                  |  |   | 5,877,167       |   |  |       | 8,404,305  |   |  |   | 50,425,573
|Average loans                               |  |                 | 20,449,300 |                   |   | 12,992,675 |                  |  |   | 5,827,622       |   |  |       | (5,822,357 | ) |  |   | 33,447,240
|Average deposits                            |  |                 | 25,048,569 |                   |   | 8,460,001  |                  |  |   | 4,159,325       |   |  |       | (2,670,288 | ) |  |   | 34,997,607
|                                            |  |                 |            |                   |  
|Nine Months Ended September 30, 2004        |  |                 |            |                   |   |            |                  |  |   |                 |   |  |       |            |   |  |   |           
|Net interest income before internal funding |  | $               | 601,825    |                   | $ | 343,419    |                  |  | $ | 118,953         |   |  | $     | 32,616     |   |  | $ | 1,096,813 
|Internal funding                            |  |                 | 235,926    |                   |   | (26,730    | )                |  |   | (1,026          | ) |  |       | (208,170   | ) |  |   | -0-       
|                                            |  |                 |            |                   |   |            |                  |  |   |                 |   |  |       |            |   |  |   |           
|Net interest income/(expense)               |  |                 | 837,751    |                   |   | 316,689    |                  |  |   | 117,927         |   |  |       | (175,554   | ) |  |   | 1,096,813 
|Noninterest revenues                        |  |                 | 356,222    |                   |   | 106,926    |                  |  |   | 151,720         |   |  |       | 36,985     |   |  |   | 651,853   
|                                            |  |                 |            |                   |   |            |                  |  |   |                 |   |  |       |            |   |  |   |           
|Total revenues                              |  |                 | 1,193,973  |                   |   | 423,615    |                  |  |   | 269,647         |   |  |       | (138,569   | ) |  |   | 1,748,666 
|Provision for loan losses                   |  |                 | 69,215     |                   |   | 6,928      |                  |  |   | 1,034           |   |  |       | 6,323      |   |  |   | 83,500    
|Noninterest expenses                        |  |                 | 575,623    |                   |   | 140,852    |                  |  |   | 160,385         |   |  |       | 119,662    |   |  |   | 996,522   
|                                            |  |                 |            |                   |   |            |                  |  |   |                 |   |  |       |            |   |  |   |           
|Income/(Loss) before income taxes           |  |                 | 549,135    |                   |   | 275,835    |                  |  |   | 108,228         |   |  |       | (264,554   | ) |  |   | 668,644   
|Income taxes/(benefits)                     |  |                 | 206,475    |                   |   | 103,713    |                  |  |   | 40,694          |   |  |       | (128,879   | ) |  |   | 222,003   
|                                            |  |                 |            |                   |   |            |                  |  |   |                 |   |  |       |            |   |  |   |           
|Segment net income/(loss)                   |  | $               | 342,660    |                   | $ | 172,122    |                  |  | $ | 67,534          |   |  | $     | (135,675   | ) |  | $ | 446,641   
|                                            |  |                 |            |                   |   |            |                  |  |   |                 |   |  |       |            |   |  |   |           
|Revenues from external customers            |  | $               | 958,047    |                   | $ | 450,345    |                  |  | $ | 143,390         |   |  | $     | 196,884    |   |  | $ | 1,748,666 
|Ending assets                               |  |                 | 21,842,393 |                   |   | 12,949,523 |                  |  |   | 4,671,857       |   |  |       | 10,224,089 |   |  |   | 49,687,862
|Average assets                              |  |                 | 20,948,294 |                   |   | 12,300,437 |                  |  |   | 4,731,604       |   |  |       | 9,518,281  |   |  |   | 47,498,616
|Average loans                               |  |                 | 19,519,770 |                   |   | 11,283,044 |                  |  |   | 4,703,058       |   |  |       | (4,694,867 | ) |  |   | 30,811,005
|Average deposits                            |  |                 | 22,883,075 |                   |   | 7,253,511  |                  |  |   | 3,546,868       |   |  |       | (2,107,648 | ) |  |   | 31,575,806



Note 11  Sale
of Mutual Fund Management Unit On September 26, 2005, AmSouth completed the sale of its mutual fund management unit to Pioneer Investment Management, Inc. and received cash of $65 million. AmSouth recognized a pre-tax gain in the
third quarter of 2005 of approximately $44 million on the transaction, net of deal costs of approximately $6 million. In addition, $15 million of the proceeds is subject to partial repayment in the event that the assets attributable to the AmSouth
Funds are redeemed (subject to certain conditions, including threshold amounts) from the Pioneer Funds within four years after the sale. Therefore, this amount was deferred and not recognized in the third quarter of 2005.



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Report of Independent Registered Public Accounting Firm



The Board of Directors

AmSouth Bancorporation



We have reviewed the consolidated balance sheets of AmSouth Bancorporation and subsidiaries as of September 30, 2005 and 2004, and the related consolidated
statements of earnings for the three-month and nine-month periods ended September 30, 2005 and 2004, and the consolidated statements of shareholders equity and cash flows for the nine-month periods ended September 30, 2005 and 2004.
These financial statements are the responsibility of the Companys management.



We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries
of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.



Based on our review, we are not aware of any material modifications that should be made to the consolidated interim financial statements referred to above for them to be in conformity with U.S. generally accepted
accounting principles.



We have previously audited, in accordance with the
standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of AmSouth Bancorporation and subsidiaries as of December 31, 2004, and the related consolidated statements of earnings,
shareholders equity, and cash flows for the year then ended not presented herein, and in our report dated March 10, 2005, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set
forth in the accompanying consolidated balance sheet as of December 31, 2004, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.



LOGO



Birmingham, Alabama

November 3, 2005



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------



Introduction



This discussion and analysis is part of AmSouth Bancorporations (AmSouth or the Company) Quarterly Report on Form 10-Q to
the Securities and Exchange Commission (SEC) and updates AmSouths Annual Report on Form 10-K for the year ended December 31, 2004, which was previously filed with the SEC. This information should be read together with the financial
information contained in the Form 10-K. Certain prior period amounts presented in this discussion and analysis have been reclassified to conform to current period classifications.



AmSouth is a regional bank holding company headquartered in Birmingham, Alabama, with $51 billion in assets, more than 685
branch banking offices and over 1,200 ATMs. AmSouth operates in Florida, Tennessee, Alabama, Mississippi, Louisiana, and Georgia. AmSouth is a leader among regional banks in the Southeast and has three principal business segments. Consumer Banking
delivers a full range of financial services to individuals and small businesses, including loan products such as residential mortgages, equity lending, credit cards, and loans for automobile and other personal financing needs, and various products
designed to meet the credit needs of small businesses. Consumer Banking also offers various deposit products to meet customers savings and transaction needs. Commercial Banking meets the requirements of corporate and middle market customers
with a comprehensive array of credit, treasury management, international and capital markets services. Included among these are several specialty services such as real estate finance, asset based lending and commercial leasing. Wealth Management is
comprised of trust, institutional, retirement, private client services and broker-dealer services. This area includes traditional trust services as well as a substantial selection of investment management services. AmSouth also offers a complete
listing of banking products and services at its web site, www.amsouth.com.



The preparation of AmSouths financial statements requires Management to make subjective and sometimes complex judgments in the application of certain of its accounting policies that involve significant estimates
and assumptions about the effect of matters that are inherently uncertain. These estimates and assumptions are based on information available as of the date of the financial statements, and may materially impact the reported amounts of certain
assets, liabilities, revenues and expenses as the information changes over time. Accordingly, different amounts could be reported as a result of the use of revised estimates and assumptions in the application of these accounting policies.



Accounting policies considered relatively more critical due to
either the subjectivity involved in the estimate and/or the potential impact that changes in the estimate can have on the reported financial results include the accounting for the allowance for loan losses, pensions, derivatives and hedging
activities, and income taxes. Information concerning these policies is included in the Critical Accounting Estimates section of Managements Discussion and Analysis in AmSouths 2004 Form 10-K. There were no significant changes
in these accounting policies during the first nine months of 2005.



This discussion and analysis contains statements that are considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. See page 2 for additional information regarding forward-looking
statements.



Third Quarter and First Nine Months Overview



AmSouth reported net income of $180 million for the third quarter of 2005,
an increase of 50.8 percent over net income of $120 million during the third quarter of 2004. For the first nine months of 2005, net income was $544 million compared to net income of $447 million during the same period in 2004, an increase of 21.7
percent. Diluted earnings per share for the third quarter of 2005 were $0.51, an increase of 54.5 percent over the $0.33 per share for the same period of 2004. Diluted earnings per share for the nine months ended September 30, 2005 was $1.52
per share, an increase of 21.6 percent over the $1.25 per share for the same period in 2004. The



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results during the third quarter and first nine months of 2005 included solid growth in several loan categories and continued outstanding credit quality,
offset in part by the effects of the further flattening of the yield curve, Hurricane Katrina, and increased competition for loans and deposits.



For the three months ended September 30, 2005 and 2004, AmSouths return on average assets (ROA) was 1.41 percent and 0.98 percent,
respectively. For the nine months ended September 30, 2005 and 2004, AmSouths ROA was 1.44 percent and 1.26 percent, respectively. Return on average equity (ROE) was 20.02 percent for the third quarter of 2005 compared to 14.20 percent
for the same quarter of 2004. ROE was 20.47 percent for the first nine months of 2005 compared to 18.05 percent for the same period last year.



Net income for the third quarter and first nine months of 2004 includes a $50.0 million charge for payments related to the agreements reached with the
U.S. Attorney for the Southern District of Mississippi, the Federal Reserve, the Alabama Department of Banking and FinCEN (the settlement agreements). Also included in net income during these periods is approximately $4.0 million of pre-tax
professional fees related to the settlement agreements. Table 1, included on pages 27 and 28 of this report, reflects a reconciliation of certain amounts and ratios as reported under generally accepted accounting principles (GAAP) compared to those
amounts and ratios excluding expenses for the settlement agreements and related professional fees. These expenses represent matters which Management believes are not indicative of AmSouths legal and regulatory affairs arising in the normal
course of business. Therefore, the presentation of this information is useful to investors in analyzing AmSouths financial condition and results of operations.



Excluding the impact of the settlement agreements and related professional fees, net income was $172 million and $499
million for the third quarter and first nine months of 2004, respectively, while diluted earnings per share was $0.48 and $1.40 for the same periods, respectively. Also excluding the impact of the settlement agreements and related professional fees,
for the third quarter and first nine months of 2004 ROA was 1.40 percent during both periods, while ROE was 20.43 percent and 20.17 percent, respectively.



Loan balances on average for the third quarter and first nine months of 2005 increased $1.7 billion and $2.6 billion, respectively, compared to the same
periods in 2004, with growth primarily in commercial, commercial real estate and residential first mortgages. However, a continuing flattening of the yield curve and competitive pressures on pricing for loans and deposits during the third quarter of
2005 contributed to a 13 basis point decline in the net interest margin compared to the same period in 2004. These factors resulted in a decrease in net interest income of $1.2 million or 0.3 percent during the third quarter of 2005 compared to the
same period in 2004. Net interest income on a year-to-date basis increased $36.3 million during 2005 when compared to the same period in 2004. The year-to-date increase in net interest income reflected strong loan growth, which was funded by
low-cost deposit growth.



Credit quality continued to be strong
during the third quarter and first nine months of 2005. Net charge-offs for the third quarter of 2005 declined $13.0 million, or 17 basis points, from the third quarter of 2004. For the first nine months of 2005, net charge-offs were $30.8 million
lower when compared to the same period in 2004. However, the provision for loan losses for the third quarter and first nine months of 2005 was $34.8 million and $73.1 million, respectively, compared to $28.8 million and $83.5 million for the
corresponding prior year periods. During the third quarter of 2005, the provision for loan losses exceeded net charge-offs by $19 million. This additional provision for loan losses was largely driven by providing $15 million for the estimated losses
from Hurricane Katrina and a provision for one commercial credit.



Balance
Sheet Analysis



Total assets at September 30, 2005
were $51.1 billion, up 3.1 percent from $49.5 billion at December 31, 2004. This $1.6 billion increase in total assets was primarily the result of increases in AmSouths loan portfolio. Loan production continued to be strong, but has been
muted by unusually high payoffs due to the current interest rate environment. Loans net of unearned income at September 30, 2005 increased $1.5 billion compared to year-end. This increase was attributable to $1.4 billion of growth in commercial
and commercial real estate loans



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and $0.1 billion of growth in consumer loans. Also contributing to total asset growth, loans held for sale increased $0.4 billion from December 31, 2004
to September 30, 2005, while cash and due from banks at September 30, 2005 increased $0.3 billion compared to December 31, 2004. Offsetting these increases, total available-for-sale and held-to-maturity securities decreased $0.7
billion from December 31, 2004 to September 30, 2005.



The increase in commercial loans was broad-based across most categories led by growth in commercial and industrial lending, real estate construction, and commercial real estate mortgages. These increases were driven by new business
generation reflecting the benefits of sales calling efforts and continued growth in the economy as a whole. The increase in consumer loans resulted from a $0.7 billion increase in residential first mortgages, primarily related to adjustable-rate
loan production that the Company has retained. Offsetting this increase was a $0.3 billion decrease in equity loans and lines and a $0.4 billion decrease in other consumer loans. Though equity lending production remained strong, customers continued
to pay off higher cost variable lines, which affected net balance sheet growth. In addition, the Company sold approximately $0.5 billion of fixed-rate home equity loans and approximately $0.2 billion of student loans during the first nine months of
2005. The home equity loans sold were from portfolio vintages containing higher risk, fixed-rate loans. Also, AmSouth sells student loans periodically whenever there is sufficient volume.



The decrease in available-for-sale and held-to-maturity securities reflects AmSouths decision to limit reinvestment of
cash flows into securities at yields that have currently been available and are viewed as unattractive for long-term investing. Portfolio cash flows have instead been used to fund loan growth.



On the liability side of the balance sheet, total deposits at
September 30, 2005 increased by $1.4 billion compared to December 31, 2004. Low-cost deposits, which include noninterest-bearing and interest-bearing checking, money market and savings accounts, increased by $1.7 billion. The growth in
low-cost deposits reflects broad-based sales efforts, the continuing effect of AmSouths money market campaign, household growth and the new branches opened in recent years. In particular, money market deposits increased $1.2 billion during the
first nine months of 2005, due to the continued success of a new product offering that was introduced in the latter part of 2004.



The increased funding from low-cost deposits allowed the Company to forego the replacement of higher cost time deposits and pay down certain long-term
debt. In particular, other time deposits decreased $0.2 billion from December 31, 2004 to September 30, 2005. Also, long-term Federal Home Loan Bank (FHLB) advances decreased $2.0 billion from December 31, 2004 to September 30,
2005, primarily due to prepayments of FHLB advances totaling $1.3 billion.



Other long-term debt increased $0.7 billion as a result of AmSouth Banks issuance of $0.3 billion in subordinated debt and $0.4 billion of long-term securities sold under agreements to repurchase during the
first nine months of 2005.



Net Interest Income and Margin



Net interest income on a fully taxable equivalent basis for the three and
nine months ended September 30, 2005 was $385.5 million and $1,165.6 million, respectively, down $1.0 million, or 0.3 percent compared to the same quarter last year and up $37.0 million, or 3.3 percent on a year-to-date basis. The quarter over
quarter decrease in net interest income is attributable to a decrease in net interest margin, which is discussed below. The year-to-date increase in net interest income reflected strong loan growth that was funded by low-cost deposit growth,
partially offset by a decrease in net interest margin.



The net
interest margin was 3.31 percent and 3.38 percent for the third quarter and first nine months of 2005, respectively, which is down 13 basis points and 10 basis points from the third quarter and first nine months of 2004, respectively. These
decreases resulted from a decline in net interest spread. The Federal Reserve has raised short-term interest rates eleven times over the past fifteen months, for a total of 275 basis points, but there



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has been no corresponding increase in longer term rates. As a result, the yield curve has continued to flatten and pressure the net interest margin through
narrowing spreads and increased pricing competition for both loans and deposits. AmSouth remains essentially neutral in terms of interest rate risk, which is discussed in the next section of this report.



Asset and Liability Management



AmSouth maintains a formal asset and liability management process to
quantify, monitor and control interest rate risk and to assist Management in minimizing the income impact of changes in the level and direction of interest rates on net interest income. This is accomplished through the development and implementation
of lending, funding, pricing and hedging strategies designed to achieve net interest income performance goals while minimizing the potential variation of net interest income under different interest rate scenarios.



AmSouth regularly evaluates net interest income under various balance sheet
and interest rate scenarios, using an income simulation model as its principal risk management tool. Management evaluates base net interest income under what is believed to be the most likely twelve-month asset/liability mix, growth
scenario and interest rate environment. This base case is then evaluated against various interest rate scenarios. Assumptions for asset prepayment levels, yield curves and asset and liability replacement rates are adjusted to be consistent with each
interest rate scenario. Worst case scenarios are also tested to better understand the full range of net interest income exposure.



Key assumptions in the model include the magnitude and timing of Federal Reserve rate changes and the associated impact on the change in financial market
rates across the maturity spectrum; prepayment speeds on mortgage-related assets; cash flows and maturities of derivatives and other financial instruments held for purposes other than trading; changes in market conditions, loan volumes and pricing;
deposit balances and rate sensitivities; customer preferences; and Managements financial and capital plans. These assumptions are inherently uncertain and as a result, the model cannot precisely estimate net interest income or precisely
predict the impact of higher or lower interest rates on net interest income. However, the model can indicate the likely direction of change. Actual results will differ from simulated results due to timing, magnitude and frequency of interest rate
changes and changes in market conditions, customer behavior and Managements strategies, among other factors.



Currently, AmSouth is essentially neutral, meaning that parallel shifts in the yield curve do not have a significant impact on net interest income over a
twelve-month forecast horizon compared to the base case scenario. The table below illustrates the impact of a gradual 100 basis point increase or decrease from the then-current rates on net interest income. This modeling assumes a simultaneous
proportional shift in market rates.



Interest Rate
Sensitivity

(Dollars in millions)



|       |  |              |    |  |                     |      |   |          |       |    |          |    |      |   |  |         |  
|------ |  | ------------ | -- |  | ------------------- | ---- | - | -------- | ----- | -- | -------- | -- | ---- | - |  | ------- | -
|       |  | September 30 |    |  | Policy        Limit |     
|       |  | 2005         |    |  | 2004                |      |  
|       |  | % Change     |    |  | $ Change            |      |   | % Change |       |    | $ Change |    |     
|+100bp |  | 0.20         | %  |  | $                   | 2.9  |   |          | 0.19  | %  |          | $  | 3.0  |   |  | +/- 2.5 | %
|-100bp |  | (1.17        | %) |  | ($                  | 17.6 | ) |          | (0.86 | %) |          | ($ | 13.3 | ) |  | +/- 2.5 | %



The changes shown
indicate a level of interest rate risk that is well within AmSouths policy guidelines. Current policy states that net interest income should not fluctuate more than 2.5 percent in the event that interest rates gradually increase or decrease
100 basis points over a period of twelve months. In analyzing its interest rate risk, AmSouth also runs a multitude of additional scenarios to stress the assumptions used in the analysis above. For example, the simulations above are based on a
parallel shift in the yield curve for U.S. Treasury securities occurring gradually over a 12-month time period. AmSouth, however, recognizes that changes in the yield curve



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shape can also affect net interest income even if Federal Reserve-set short term rates remain unchanged. Net interest income at AmSouth, as at most other
banks, is affected if long term rates rise or fall more rapidly than short term rates, and thereby cause the slope of the yield curve to change. Generally, a steeper slope of the yield curve (i.e., long rates greater than short rates) is favorable
to financial institutions.



Derivative Instruments



As part of its activities to manage interest rate risk, AmSouth utilizes
various derivative instruments such as interest rate swaps to hedge its interest rate risk. At September 30, 2005, AmSouth had interest rate swaps in the notional amount of approximately $3.8 billion, of which $2.3 billion were receive
fixed/pay floating rate swaps and $1.5 billion were pay fixed/receive floating. AmSouth began entering into pay fixed/receive floating rate swaps during the fourth quarter of 2003 in anticipation of a rising interest
rate cycle. Consistent with AmSouths overall asset/liability management process, pay fixed/receive floating rate swaps and additional long-term funding were put in place to achieve the desired interest rate risk profile. Of all
swaps, $1.3 billion of notional value was used to hedge the cash flows of variable-rate commercial loans, $0.2 billion was used to hedge the cash flows associated with variable rate bank notes, $1.3 billion was used to hedge the anticipated
reissuance of Federal funds purchased, $1.0 billion was used to hedge the fair value of corporate and bank debt, and $33 million was used to hedge the fair value of a fixed-rate certificate of deposit. During the remainder of 2005, $450 million of
notional value in interest rate swaps is scheduled to mature.



While not significant to the consolidated financial statements, AmSouth also utilizes forward contracts to protect against changes in interest rates and prices of its mortgage loans held for sale and mortgage pipeline designated for future
sale, also referred to as interest rate lock commitments. A portion of these forward contracts is designated as fair value hedges of mortgage loans held for sale. The remaining forward contracts are not designated as hedging instruments but do
provide some economic hedging of the mortgage pipeline.



In
addition to using derivative instruments as an interest rate risk management tool, AmSouth also utilizes derivatives such as interest rate swaps, caps, floors, and foreign exchange contracts in its capacity as an intermediary on behalf of its
customers. AmSouth minimizes its market and liquidity risks by taking offsetting positions. AmSouth manages its credit risk, or potential risk of loss from default by counterparties, through credit limit approval and monitoring procedures. Market
value changes on intermediated swaps and other derivatives are recognized in income in the period of change. At September 30, 2005, AmSouth had $25.6 million of assets and $25.4 million of liabilities associated with $2.5 billion notional
amount of interest rate contracts with corporate customers and $2.5 billion notional amount of offsetting interest rate contracts with other financial institutions to mitigate AmSouths rate exposure on its corporate customers contracts.



Credit Quality



The allowance for loan losses is maintained at a level that is considered to
be adequate to reflect estimated probable credit losses for specifically identified loans, as well as estimated probable credit losses inherent in the remainder of the loan portfolio at the balance sheet date. Actual losses can vary from
Managements estimates. A formal review of the allowance for loan losses is prepared quarterly to assess the risk in the portfolio and to determine the adequacy of the allowance for loan losses. In determining the appropriate level for the
allowance, Management ensures that the overall allowance appropriately reflects the current national and regional economic conditions, industry exposure, and a margin for the imprecision inherent in the estimates of expected credit losses. The
review includes analyses of historical performance, the level of nonperforming and adversely rated loans, specific analyses of certain problem loans, loan activity since the previous quarter, reports prepared by the Credit Review Department,
consideration of current economic conditions, and other pertinent information. The level of allowance to net loans outstanding will vary depending on the overall results of this quarterly review. The review is presented to and subsequently approved
by Senior Management and reviewed by the Risk Committee of the Board of Directors.



At September 30, 2005, the allowance for loan losses was $384.6 million, or 1.12 percent of loans net of unearned income, compared to $366.8 million, or 1.12 percent, at December 31, 2004 and $381.3 million,
or



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1.17 percent, at September 30, 2004. The decrease in the amount of allowance as a percent of loans from September 30, 2004 to
September 30, 2005 reflects the benefits of stricter underwriting standards on the consumer portfolios implemented several years ago, the sale of the credit card portfolio in the fourth quarter of 2004, a shift in the mix of the portfolio to
products/customers that have lower credit risk characteristics, and continued growth in the economy. The allowance for loan losses increased $17.8 million from December 31, 2004 to September 30, 2005 and includes $15 million of allowance
for loan losses related to estimated losses from Hurricane Katrina. Table 5 presents a five-quarter analysis of the allowance for loan losses.



Net charge-offs for the quarter ended September 30, 2005, were $15.8 million, or 0.19 percent of average loans on an annualized basis, a decrease of
$13.0 million from the $28.7 million, or 0.36 percent of average loans, reported in the same period a year earlier. For the nine months ended September 30, 2005, net charge-offs were $52.5 million, or 0.21 percent, compared to $83.3 million, or
0.36 percent, for the same period of 2004. The decrease in net charge-offs is consistent with the positive current economy and was primarily the result of a decrease in consumer net charge-offs. AmSouth sold its $550 million credit card portfolio
during the fourth quarter of 2004, which resulted in a shift in the mix of the loan portfolio to include a larger proportion of consumer loans secured by real estate. Net charge-offs are at historically low levels, and the Company does not expect
that this low level of charge-offs will be sustainable.



In the
third quarter of 2005, consumer net charge-offs decreased $10.2 million compared to the same period a year earlier and decreased $30.2 million for the first nine months of 2005 compared to the same period in 2004. The decreases, both quarterly and
year-to-date, occurred in most categories of consumer loans. Net charge-offs for the revolving credit portfolio were down $5.3 million in the third quarter of 2005 and $14.3 million for the first nine months of 2005, when compared to the same
periods in 2004. The decrease reflects the sale of AmSouths $550 million credit card portfolio during the fourth quarter of 2004.



Net charge-offs in the dealer indirect portfolio were $2.5 million for the third quarter of 2005 and $6.9 million for the first nine months of 2005, a
decrease of $3.0 million and $8.4 million, respectively, from the corresponding periods in 2004. The decrease in dealer indirect net charge-offs reflected higher-quality underwriting coupled with the runoff of older higher-risk vintages and enhanced
collection procedures.



Net charge-offs in the equity loans and
lines portfolio were $3.3 million for the third quarter of 2005 and $10.8 million for the first nine months of 2005, a decrease of $1.6 million and $6.9 million, respectively, from the corresponding periods in 2004. The decrease in equity loan and
line net charge-offs reflected higher-quality underwriting, enhanced collection procedures, strong housing price appreciation, and runoff or sale of older higher-risk vintages. In addition, beginning in late 2003, AmSouth began purchasing insurance
to protect against the credit risk for certain originated equity loans and lines with loan-to-value ratios up to 100 percent. The insurance policy provides for the sale of the loan or line, at par, to the insurance company when the loan or line
becomes 120 days delinquent. AmSouths policy is to charge down equity loans and lines to net realizable value when they become 180 days delinquent. Therefore, there are no material losses on these loans and lines expected in the future. The
insurance premiums are paid monthly based on a percentage of the outstanding balances of the funded loans and lines. As of September 30, 2005, approximately $331.3 million of loans and lines were insured. Included in noninterest expense for the
three and nine months ended September 30, 2005 is approximately $0.7 and $2.1 million, respectively, in insurance premiums. Given the volume and premium levels to date, the impact on the provision and the allowance for loan losses has not been
material. The reduced risk exposure is considered in the calculation of the allowance for loan losses.



During the third quarter and first nine months of 2005, commercial and commercial real estate net charge-offs decreased $2.7 million and $0.6 million,
respectively, compared to the same periods a year earlier.



The
provision for loan losses for the third quarter and first nine months of 2005 was $34.8 million and $73.1 million, respectively, compared to $28.8 million and $83.5 million for the corresponding year-earlier periods. Included in the third quarter
2005 provision for loan losses was $15 million related to establishing an allowance for loan losses to cover estimated losses due to Hurricane Katrina. This amount represents AmSouths best



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estimate of loan losses due to Hurricane Katrina based on information available as of the date of these financial statements. However, as with any estimate,
this amount could change as more information becomes available in future periods. The remaining provision in excess of net charge-offs relates to one commercial credit.



At September 30, 2005, nonperforming assets decreased $12.5 million compared to year-end 2004 due to the combined
results of an $8.1 million decline in nonaccrual loans, a $3.8 million decline in foreclosed properties and a $0.6 million decline in repossessions. Nonperforming assets as a percentage of loans net of unearned income, foreclosed properties and
repossessions decreased 8 basis points to 0.29 percent compared to 0.37 percent at September 30, 2004, reflecting a $21.1 million decrease in nonperforming assets. The coverage ratio of the allowance for loan losses to nonperforming loans was
478 percent at September 30, 2005. Table 6 presents a five-quarter comparison of the components of nonperforming assets.



The decrease in nonaccrual loans from December 31, 2004 reflects a $13.9 million decrease in nonaccrual consumer loans and a $5.8 million increase in
nonaccrual commercial and commercial real estate loans. The decrease in total nonaccruing loans is reflective of improved portfolio quality. AmSouth had no nonperforming assets considered troubled debt restructured loans at September 30, 2005
and 2004. The decrease in foreclosed properties was primarily the result of sales of foreclosed properties outpacing current foreclosures.



Included in nonperforming assets at September 30, 2005 and 2004, was $13.4 million and $39.0 million, respectively, of loans that were identified for
evaluation of collectibility in accordance with SFAS 114 Accounting by Creditors for Impairment of a Loan, all of which were on a nonaccrual basis. At September 30, 2005 and 2004, there was $3.7 million and $7.7 million,
respectively, in the allowance for loan losses specifically allocated to $10.6 million and $26.4 million, respectively, of impaired loans. No specific reserves were required for $2.8 million and $12.6 million of impaired loans at September 30,
2005 and 2004, respectively. The average balance in impaired loans for the three months ended September 30, 2005 and 2004 was $15.5 million and $42.0 million, respectively, and $24.3 million and $44.7 million, respectively, for the nine months
ended September 30, 2005 and 2004. AmSouth recorded no material interest income on its impaired loans during the nine months ended September 30, 2005.



At September 30, 2005 and 2004, AmSouth had approximately $27.5 million and $33.1 million, respectively, of potential problem commercial loans
which were not included in the nonaccrual loans or in the 90 days past due categories at quarter-end but for which Management had concerns as to the ability of such borrowers to comply with their present loan repayment terms. Of the $33.1 million in
2004, only $5.1 million remained categorized as potential problem loans at September 30, 2005. The remaining balances either migrated to nonperforming status or were no longer considered potential problem loans at September 30, 2005.



Noninterest Revenues



Noninterest revenues were $259.6 million during the third quarter of 2005, a
21.8 percent increase from the third quarter of 2004. For the first nine months of 2005, noninterest revenues were $698.2 million, an increase of 7.1 percent when compared with the same period in 2004. Noninterest revenues for the third quarter and
first nine months of 2005 include a net pre-tax gain of $44.0 million related to the sale of AmSouths mutual fund management unit during the third quarter of 2005. Excluding this gain, noninterest revenues for these periods were relatively
stable. Changes in various categories of noninterest revenues are discussed below.



Service charge revenues for the three months and nine months ended September 30, 2005 decreased $1.4 million or 1.4 percent, and $12.4 million or 4.4 percent, respectively, compared to the corresponding periods
in 2004. The decrease in service charges reflects the overall increase in commercial deposit balances experienced in the third quarter and first nine months of 2005 when compared to the same periods in 2004. These higher balances, which also have a
higher earnings rate credited against fees, are being used to pay for services in lieu of hard dollar charges. In addition, the decrease in commercial service charges reflects a shift in the mix of transactions being processed. Electronic
transactions, which carry lower processing fees, are becoming a larger percentage of all transactions processed. These trends in commercial service charges are expected to continue throughout 2005.



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Trust income increased during the third quarter and first nine months of 2005 by $0.9 million or 3.0
percent and $2.4 million or 2.7 percent, respectively, compared to the same periods in 2004. These increases reflected the impact from sales and market conditions. However, the Company expects future trust income to be lower by approximately $6
million per quarter as a result of the sale of its mutual fund management unit during the third quarter of 2005.



Consumer investment services income for the third quarter of 2005 increased $1.1 million or 6.3 percent compared to the third quarter of 2004. This
increase relates primarily to increases in brokerage fees and other fixed income fees. On a year-to-date basis, consumer investment services income declined $2.3 million or 3.9 percent during 2005 when compared to 2004. This decrease reflects lower
sales of fixed-rate annuities resulting from a flattening of the yield curve.



Interchange income grew $3.2 million and $10.2 million for the three months and nine months ended September 30, 2005, or 16.5 percent and 18.1 percent compared to the corresponding periods in 2004. These
increases were primarily due to increases in transaction volumes. AmSouth has 1.7 million checkcards and more than 1,200 ATMs generating interchange fees.



The increase in commercial credit fee income of $1.8 million or 17.4 percent and $5.0 million or 15.5 percent for the three and nine months periods
ended September 30, 2005 compared to the same periods in 2004 was driven by higher demand from commercial customers for interest rate swaps to lock in their long-term financing costs.



In addition, there was a decrease in portfolio income, bankcard income,
mortgage income and bank owned life insurance (BOLI) income during the first nine months of 2005 compared to the same period in 2004. The decline in portfolio income was due to lower gains on sales of securities in 2005 compared to 2004, reflecting
changes in market rates. The decrease in bankcard income during 2005 when compared to 2004 reflects the sale of the Companys $550 million credit card portfolio during the fourth quarter of 2004. Mortgage income was lower in 2005 when compared
to 2004 as a result of a lower volume of mortgages sold in the secondary market. The decrease in BOLI income was primarily the result of lower crediting rates and benefit payments during 2005 when compared to 2004.



For the third quarter of 2005, other noninterest revenues increased $4.3
million compared to the same period in 2004. On a year-to-date basis, other noninterest revenues increased $27.2 million. The year-to-date increase reflects the following transactions during the first nine months of 2005. Gains of $6.9 million gain
were realized on the sales of approximately $455 million of fixed-rate home equity loans. AmSouth also recognized gains of $11.8 million from the prepayments of approximately $1.3 billion of Federal Home Loan Bank advances that were subject to being
called in the near future. AmSouth recognized $3.7 million in derivative income related to market valuation adjustments after the termination of a hedge. Finally, a $3.0 million gain was realized from the sale of a small equity interest in an ATM
network.



Noninterest Expenses



Noninterest expenses for the third quarter of 2005 decreased $25.6 million
or 7.1 percent compared to the same period in 2004 and decreased $25.2 million or 2.5 percent for the first nine months of 2005 compared to the corresponding period in 2004. Excluding the $50.0 million charge for payments related to the settlement
agreements and approximately $4.0 million for related professional fees, noninterest expenses increased approximately $28.4 million or 9.2 percent in the third quarter of 2005 compared to the third quarter of 2004. On a year-to-date basis,
noninterest expenses excluding the settlement agreements and related professional fees increased $28.8 million or 3.1 percent. Table 1, included on pages 27 and 28 of this report, reflects a reconciliation of noninterest expense as reported under
GAAP compared to noninterest expense excluding expenses for the settlement agreements and related professional fees. These expenses represent matters which Management believes are not indicative of AmSouths legal and regulatory affairs arising
in the normal course of business. Therefore, the presentation of this information is useful to investors in analyzing AmSouths financial condition and results of operations.



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The year-to-date increase in noninterest expenses was primarily related to increases in salaries and
employee benefits, net occupancy, equipment expenses, professional fees, and other noninterest expenses. These increases were offset by decreases in postage and office supplies and marketing.



The increase in salaries and employee benefits during the third quarter and
first nine months of 2005 reflects merit increases, higher production-based incentives and pension costs. The increase in net occupancy and equipment expenses relates to continued investment in new branches throughout 2004. The increase in
professional fees is primarily due to additional consulting work related to AmSouths Bank Secrecy Act and Anti-Money Laundering compliance programs. The decrease in postage and office supplies is due to increased management focus in gaining
operating efficiencies. The year-to-date decrease in marketing expense was a result of higher costs to support initiatives to attract new business and various other marketing campaigns during 2004 when compared to 2005.



During the third quarter of 2005, marketing expense and other noninterest
expenses increased when compared to the third quarter of 2004. The increase in marketing expenses reflects advertising and related costs for a campaign for consumer and small business checking accounts and a new checkcard reward product. Also, other
noninterest expenses are higher in the third quarter of 2005, and include an accrual for uninsured property losses related to Hurricane Katrina and accruals for other legal and regulatory matters.



Liquidity and Off-Balance Sheet Arrangements



AmSouths goal in liquidity management is to satisfy the cash flow
requirements of depositors and borrowers, while at the same time meeting its cash flow needs. This is accomplished through the active management of both the asset and liability sides of the balance sheet. The liquidity position of AmSouth is
monitored on a daily basis by AmSouths Treasury Division. In addition, the Asset and Liability Committee, which consists of members of AmSouths Senior Management team, reviews liquidity on a regular basis and approves any changes in
strategy that are necessary as a result of asset/liability composition or anticipated cash flow changes. Management also compares AmSouths liquidity position to established corporate liquidity policies on a monthly basis. At September 30,
2005, AmSouth was within all of the Companys established liquidity policies.



For AmSouth Bank, the primary sources of liquidity on the asset side of the balance sheet are maturities and cash flows from loans and investments as well as the ability to securitize, pledge or sell certain loans and
investments. Liquidity on the liability side is generated primarily through growth in low-cost deposits and the ability to obtain economical wholesale funding in national and regional markets through a variety of sources.



As an additional source of liquidity, AmSouth periodically sells commercial
loans to qualifying special purpose entities called conduits in securitization transactions. The conduits are financed by the issuance of securities to asset-backed commercial paper issuers. The transactions are accounted for as sales and allow
AmSouth to utilize its asset capacity and capital for higher yielding, interest-earning assets, while continuing to manage the customer relationship. At September 30, 2005, the outstanding balance of commercial loans sold to conduits was $459
million. While no longer utilized as a source of funding, AmSouth, in prior years, also sold residential mortgages to third-party conduits. The remaining outstanding balances associated with these transactions were $478 million at September 30,
2005. These balances decreased from $1.2 billion in outstanding loan balances in both conduits at December 31, 2004. While the conduit transactions have been a source of funding, these off-balance sheet arrangements have the potential to
require AmSouth to provide funding to the conduits in the event of a liquidity shortage. AmSouth provides credit enhancements to these securitizations by providing standby letters of credit, which create exposure to credit risk to the extent of the
letters of credit. At September 30, 2005, AmSouth had $73.9 million of letters of credit supporting the conduit sales. This credit risk is reviewed quarterly, and a reserve for loss exposure is maintained in other liabilities on the
consolidated balance sheets.



AmSouth also provides liquidity
lines of credit to support the issuance of commercial paper under 364-day commitments. These liquidity lines can be drawn upon in the unlikely event of a commercial paper market



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##### Table of Contents

disruption or other factors, such as credit rating downgrades of one of the asset-backed commercial paper issuers or of AmSouth (as the provider of the
credit support), which could prevent the asset-backed commercial paper issuers from being able to issue commercial paper. At September 30, 2005, AmSouth had liquidity lines of credit supporting these transactions of $937 million. To date, there
have been no drawdowns of the liquidity lines; however, AmSouth includes this liquidity risk in its monthly liquidity risk analysis to ensure that sufficient sources of liquidity are available to meet demand. AmSouth also reviews the impact of
drawdowns of these liquidity lines on its regulatory capital requirements. As of September 30, 2005, this analysis showed that AmSouth would retain a well-capitalized position even if the liquidity lines were completely drawn.



Capital Adequacy



At September 30, 2005, shareholders equity totaled $3.6 billion or 7.00 percent of total assets while average
equity as a percentage of average assets for the three month and nine month periods ended September 30, 2005 was 7.06 percent and 7.04 percent, respectively. Since December 31, 2004, shareholders equity increased $8.6 million. Net
income for the first nine months of 2005 was $543.6 million and was offset by the declaration of dividends of $264.8 million and the purchase of 12.2 million shares of AmSouth common stock for $321.1 million during the first nine months of
2005. Employee stock plans, direct stock purchases and dividend reinvestment increased shareholders equity by $101.9 million, while the effects of derivatives and available-for-sale securities during the first nine months of 2005 decreased
shareholders equity by $51.0 million.



Table 9 presents
the capital amounts and risk-adjusted capital ratios for AmSouth and AmSouth Bank at September 30, 2005 and 2004. At September 30, 2005, AmSouth exceeded the regulatory minimum required risk-adjusted Tier 1 Capital Ratio of 4.00 percent
and risk-adjusted Total Capital Ratio of 8.00 percent. In addition, the risk-adjusted capital ratios for AmSouth Bank were above the regulatory minimums, and the Bank was well capitalized at September 30, 2005.



Sale of Mutual Fund Management Unit



On September 26, 2005, AmSouth completed the sale of its mutual fund
management unit to Pioneer Investment Management, Inc. and received cash of $65 million. AmSouth recognized a pre-tax gain in the third quarter of 2005 of approximately $44 million on the transaction, net of deal costs of approximately $6 million.
In addition, $15 million of the proceeds is subject to partial repayment in the event that the assets attributable to the AmSouth Funds are redeemed (subject to certain conditions, including threshold amounts) from the Pioneer Funds within four
years after the sale. Therefore, this amount was deferred and not recognized in the third quarter of 2005.



Earnings Outlook



AmSouth expects diluted earnings per share to be in a range of $2.00 to $2.06 for the full year.



See the discussion of Forward-Looking Statements on page 2 for a discussion of factors that could affect AmSouths earnings outlook.



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Table 1 - Financial Summary



|                               |  |                |            |          |   |            |  |      |  
|------------------------------ |  | -------------- | ---------- | -------- | - | ---------- |  | ---- | -
|                               |  | September 30   |            | % Change |  
|                               |  | 2005           |            | 2004     |  
|                               |  | (In thousands) |            |          |  
|Balance sheet summary          |  |                |            |          |   |            |  |      |  
|End-of-period balances:        |  |                |            |          |   |            |  |      |  
|Loans net of unearned income   |  | $              | 34,335,169 |          | $ | 32,502,221 |  | 5.6  | %
|Interest-earning assets        |  |                | 46,779,359 |          |   | 45,392,357 |  | 3.1  |  
|Total assets                   |  |                | 51,105,385 |          |   | 49,687,862 |  | 2.9  |  
|Total deposits                 |  |                | 35,680,125 |          |   | 31,919,416 |  | 11.8 |  
|Shareholders equity           |  |                | 3,577,455  |          |   | 3,450,558  |  | 3.7  |  
|Year-to-date average balances: |  |                |            |          |   |            |  |      |  
|Loans net of unearned income   |  | $              | 33,447,240 |          | $ | 30,811,005 |  | 8.6  | %
|Interest-earning assets*       |  |                | 46,072,226 |          |   | 43,323,935 |  | 6.3  |  
|Total assets                   |  |                | 50,425,573 |          |   | 47,498,616 |  | 6.2  |  
|Total deposits**               |  |                | 34,997,607 |          |   | 31,575,806 |  | 10.8 |  
|Shareholders equity           |  |                | 3,550,546  |          |   | 3,304,939  |  | 7.4  |  

---

|* | Excludes adjustment for market valuation on available-for-sale securities and certain noninterest-earning marketable equity securities.
|- | ---------------------------------------------------------------------------------------------------------------------------------------

|** | Statement 133 valuation adjustments related to time deposits are included in other liabilities.
|-- | -----------------------------------------------------------------------------------------------



|                                                          |  |                                      |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|--------------------------------------------------------- |  | ------------------------------------ | ------- | - | ----------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                          |  | Three Months EndedSeptember 30       |         |   | Nine Months EndedSeptember 30 |  
|                                                          |  | 2005                                 |         |   | 2004                          |   |         | 2005 |  |   | 2004    |  
|                                                          |  | (In thousands except per share data) |        
|Selected ratios                                           |  |                                      |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Average equity to assets                                  |  |                                      | 7.06    | % |                               |   | 6.87    | %    |  |   | 7.04    | % |  |   | 6.96    | %
|End-of-period equity to assets                            |  |                                      | 7.00    |   |                               |   | 6.94    |      |  |   | 7.00    |   |  |   | 6.94    |  
|End-of-period tangible equity to assets                   |  |                                      | 6.45    |   |                               |   | 6.37    |      |  |   | 6.45    |   |  |   | 6.37    |  
|Allowance for loan losses to loans net of unearned income |  |                                      | 1.12    |   |                               |   | 1.17    |      |  |   | 1.12    |   |  |   | 1.17    |  
|Common stock data                                         |  |                                      |         |   |                               |   |         |      |  |   |         |   |  |   |         |  
|Cash dividends declared                                   |  | $                                    | 0.25    |   |                               | $ | 0.24    |      |  | $ | 0.75    |   |  | $ | 0.72    |  
|Book value at end of period                               |  |                                      | 10.26   |   |                               |   | 9.73    |      |  |   | 10.26   |   |  |   | 9.73    |  
|Market value at end of period                             |  |                                      | 25.26   |   |                               |   | 24.40   |      |  |   | 25.26   |   |  |   | 24.40   |  
|Average common shares outstanding  basic                 |  |                                      | 349,346 |   |                               |   | 352,838 |      |  |   | 351,881 |   |  |   | 351,882 |  
|Average common shares outstanding  diluted               |  |                                      | 354,654 |   |                               |   | 358,272 |      |  |   | 356,816 |   |  |   | 357,169 |  



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Table 1 - Financial Summary (continued)



|                                                                                 |  |                                      |         |   |          |   |         |                               |      |      |          |      |   |         |   |  |   |         |   |  |      |   
|-------------------------------------------------------------------------------- |  | ------------------------------------ | ------- | - | -------- | - | ------- | ----------------------------- | ---- | ---- | -------- | ---- | - | ------- | - |  | - | ------- | - |  | ---- | --
|                                                                                 |  | Three Months EndedSeptember 30       |         |   | % Change |   |         | Nine Months EndedSeptember 30 |      |      | % Change |     
|                                                                                 |  | 2005                                 |         |   | 2004     |   |         |                               | 2005 |      |          | 2004 |   |        
|                                                                                 |  | (In thousands except per share data) |        
|Income statement reconciliations of GAAP amounts to adjusted amounts             |  |                                      |         |   |          |   |         |                               |      |      |          |      |   |         |   |  |   |         |   |  |      |   
|Noninterest expense  as reported                                                |  | $                                    | 336,905 |   |          | $ | 362,478 |                               |      | (7.1 | )%       |      | $ | 971,364 |   |  | $ | 996,522 |   |  | (2.5 | )%
|Costs incurred under settlement agreements and related professional fees         |  |                                      |        |   |          |   | (53,972 | )                             |      |     |          |      |   |        |   |  |   | (53,972 | ) |  |     |   
|                                                                                 |  |                                      |         |   |          |   |         |                               |      |      |          |      |   |         |   |  |   |         |   |  |      |   
|Noninterest expense excluding settlement costs                                   |  |                                      | 336,905 |   |          |   | 308,506 |                               |      | 9.2  |          |      |   | 971,364 |   |  |   | 942,550 |   |  | 3.1  |   
|Income before income taxes  as reported                                         |  |                                      | 262,677 |   |          |   | 197,799 |                               |      | 32.8 |          |      |   | 786,896 |   |  |   | 668,644 |   |  | 17.7 |   
|Costs incurred under settlement agreements and related professional fees         |  |                                      |        |   |          |   | 53,972  |                               |      |     |          |      |   |        |   |  |   | 53,972  |   |  |     |   
|                                                                                 |  |                                      |         |   |          |   |         |                               |      |      |          |      |   |         |   |  |   |         |   |  |      |   
|Income before income taxes excluding settlement costs                            |  |                                      | 262,677 |   |          |   | 251,771 |                               |      | 4.3  |          |      |   | 786,896 |   |  |   | 722,616 |   |  | 8.9  |   
|Income taxes  as reported                                                       |  |                                      | 82,349  |   |          |   | 78,220  |                               |      | 5.3  |          |      |   | 243,324 |   |  |   | 222,003 |   |  | 9.6  |   
|Costs incurred under settlement agreements and related professional fees         |  |                                      |        |   |          |   | 1,529   |                               |      |     |          |      |   |        |   |  |   | 1,529   |   |  |     |   
|                                                                                 |  |                                      |         |   |          |   |         |                               |      |      |          |      |   |         |   |  |   |         |   |  |      |   
|Income taxes excluding settlement costs                                          |  |                                      | 82,349  |   |          |   | 79,749  |                               |      | 3.3  |          |      |   | 243,324 |   |  |   | 223,532 |   |  | 8.9  |   
|Earnings summary (including reconciliations of GAAP amounts to adjusted amounts) |  |                                      |         |   |          |   |         |                               |      |      |          |      |   |         |   |  |   |         |   |  |      |   
|Net income  as reported                                                         |  |                                      | 180,328 |   |          |   | 119,579 |                               |      | 50.8 |          |      |   | 543,572 |   |  |   | 446,641 |   |  | 21.7 |   
|Costs incurred under settlement agreements and related professional fees         |  |                                      |        |   |          |   | 52,443  |                               |      |     |          |      |   |        |   |  |   | 52,443  |   |  |     |   
|                                                                                 |  |                                      |         |   |          |   |         |                               |      |      |          |      |   |         |   |  |   |         |   |  |      |   
|Net income excluding settlement costs                                            |  |                                      | 180,328 |   |          |   | 172,022 |                               |      | 4.8  |          |      |   | 543,572 |   |  |   | 499,084 |   |  | 8.9  |   
|Earnings per common share  as reported                                          |  |                                      | 0.52    |   |          |   | 0.34    |                               |      | 52.9 |          |      |   | 1.54    |   |  |   | 1.27    |   |  | 21.3 |   
|Costs incurred under settlement agreements and related professional fees         |  |                                      |        |   |          |   | 0.15    |                               |      |     |          |      |   |        |   |  |   | 0.15    |   |  |     |   
|                                                                                 |  |                                      |         |   |          |   |         |                               |      |      |          |      |   |         |   |  |   |         |   |  |      |   
|Earnings per common share excluding settlement costs                             |  |                                      | 0.52    |   |          |   | 0.49    |                               |      | 6.1  |          |      |   | 1.54    |   |  |   | 1.42    |   |  | 8.5  |   
|Diluted earnings per common share  as reported                                  |  |                                      | 0.51    |   |          |   | 0.33    |                               |      | 54.5 |          |      |   | 1.52    |   |  |   | 1.25    |   |  | 21.6 |   
|Costs incurred under settlement agreements and related professional fees         |  |                                      |        |   |          |   | 0.15    |                               |      |     |          |      |   |        |   |  |   | 0.15    |   |  |     |   
|                                                                                 |  |                                      |         |   |          |   |         |                               |      |      |          |      |   |         |   |  |   |         |   |  |      |   
|Diluted earnings per common share excluding settlement costs                     |  |                                      | 0.51    |   |          |   | 0.48    |                               |      | 6.3  |          |      |   | 1.52    |   |  |   | 1.40    |   |  | 8.6  |   
|Return on average assets (annualized)  as reported                              |  |                                      | 1.41    | % |          |   | 0.98    | %                             |      |      |          |      |   | 1.44    | % |  |   | 1.26    | % |  |      |   
|Costs incurred under settlement agreements and related professional fees         |  |                                      |        |   |          |   | 0.42    |                               |      |      |          |      |   |        |   |  |   | 0.14    |   |  |      |   
|                                                                                 |  |                                      |         |   |          |   |         |                               |      |      |          |      |   |         |   |  |   |         |   |  |      |   
|Return on average assets (annualized) excluding settlement costs                 |  |                                      | 1.41    |   |          |   | 1.40    |                               |      |      |          |      |   | 1.44    |   |  |   | 1.40    |   |  |      |   
|Return on average equity (annualized)  as reported                              |  |                                      | 20.02   |   |          |   | 14.20   |                               |      |      |          |      |   | 20.47   |   |  |   | 18.05   |   |  |      |   
|Costs incurred under settlement agreements and related professional fees         |  |                                      |        |   |          |   | 6.23    |                               |      |      |          |      |   |        |   |  |   | 2.12    |   |  |      |   
|                                                                                 |  |                                      |         |   |          |   |         |                               |      |      |          |      |   |         |   |  |   |         |   |  |      |   
|Return on average equity (annualized) excluding settlement costs                 |  |                                      | 20.02   |   |          |   | 20.43   |                               |      |      |          |      |   | 20.47   |   |  |   | 20.17   |   |  |      |   
|Operating efficiency  as reported                                               |  |                                      | 52.22   |   |          |   | 60.44   |                               |      |      |          |      |   | 52.12   |   |  |   | 55.97   |   |  |      |   
|Costs incurred under settlement agreements and related professional fees         |  |                                      |        |   |          |   | (9.00   | )                             |      |      |          |      |   |        |   |  |   | (3.03   | ) |  |      |   
|                                                                                 |  |                                      |         |   |          |   |         |                               |      |      |          |      |   |         |   |  |   |         |   |  |      |   
|Operating efficiency excluding settlement costs                                  |  |                                      | 52.22   |   |          |   | 51.44   |                               |      |      |          |      |   | 52.12   |   |  |   | 52.94   |   |  |      |   

---

|Note: | The information presented above is adjusted for the third quarter 2004 settlement agreements and related professional fees. These expenses represent matters which management
believes are not indicative of AmSouths legal and regulatory affairs arising in the normal course of business.
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



28



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##### Table of Contents

Table 2 - Quarterly Yields Earned on Average Interest-Earning Assets and Rates Paid on Average
Interest-Bearing Liabilities



|                                                                           |  |                                                   |            |   |                 |   |            |               |      |                |                |   |                 |               |            |   |         |                |      |   |                 |   |            |   |  |                |         |  |                 |   |            |   |            |                |  |   |                 |  |            |   |  |   |            |   |  |   |         |  |      |  
|-------------------------------------------------------------------------- |  | ------------------------------------------------- | ---------- | - | --------------- | - | ---------- | ------------- | ---- | -------------- | -------------- | - | --------------- | ------------- | ---------- | - | ------- | -------------- | ---- | - | --------------- | - | ---------- | - |  | -------------- | ------- |  | --------------- | - | ---------- | - | ---------- | -------------- |  | - | --------------- |  | ---------- | - |  | - | ---------- | - |  | - | ------- |  | ---- | -
|                                                                           |  | 2005                                              |            |   | 2004            |  
|                                                                           |  | Third Quarter                                     |            |   | Second Quarter  |   |            | First Quarter |      |                | Fourth Quarter |   |                 | Third Quarter |           
|                                                                           |  | AverageBalance                                    |            |   | Revenue/Expense |   | Yield/Rate |               |      | AverageBalance |                |   | Revenue/Expense |               | Yield/Rate |   |         | AverageBalance |      |   | Revenue/Expense |   | Yield/Rate |   |  | AverageBalance |         |  | Revenue/Expense |   | Yield/Rate |   |            | AverageBalance |  |   | Revenue/Expense |  | Yield/Rate |  
|                                                                           |  | (Taxable-equivalent basis  dollars in thousands) |           
|Assets                                                                     |  |                                                   |            |   |                 |   |            |               |      |                |                |   |                 |               |            |   |         |                |      |   |                 |   |            |   |  |                |         |  |                 |   |            |   |            |                |  |   |                 |  |            |   |  |   |            |   |  |   |         |  |      |  
|Interest-earning assets:                                                   |  |                                                   |            |   |                 |   |            |               |      |                |                |   |                 |               |            |   |         |                |      |   |                 |   |            |   |  |                |         |  |                 |   |            |   |            |                |  |   |                 |  |            |   |  |   |            |   |  |   |         |  |      |  
|Loans net of unearned income (1) (2)                                       |  | $                                                 | 33,765,529 |   |                 | $ | 487,707    |               | 5.73 | %              |                | $ | 33,361,522      |               |            | $ | 460,473 |                | 5.54 | % |                 | $ | 33,208,549 |   |  | $              | 437,686 |  | 5.35            | % |            | $ | 32,525,563 |                |  | $ | 421,074         |  | 5.15       | % |  | $ | 32,079,701 |   |  | $ | 405,127 |  | 5.02 | %
|Available-for-sale securities, amortized cost                              |  |                                                   | 6,065,719  |   |                 |   | 70,403     |               | 4.60 |                |                |   | 6,322,703       |               |            |   | 74,597  |                | 4.73 |   |                 |   | 6,385,445  |   |  |                | 76,355  |  | 4.85            |   |            |   | 6,369,885  |                |  |   | 77,107          |  | 4.82       |   |  |   | 6,508,524  |   |  |   | 81,785  |  | 5.00 |  
|Market valuation on available-for-sale securities                          |  |                                                   | (74,193    | ) |                 |   |            |               |      |                |                |   | (87,157         | )             |            |   |         |                |      |   |                 |   | (41,821    | ) |  |                |         |  |                 |   |            |   | (25,440    | )              |  |   |                 |  |            |   |  |   | (92,985    | ) |  |   |         |  |      |  
|                                                                           |  |                                                   |            |   |                 |   |            |               |      |                |                |   |                 |               |            |   |         |                |      |   |                 |   |            |   |  |                |         |  |                 |   |            |   |            |                |  |   |                 |  |            |   |  |   |            |   |  |   |         |  |      |  
|Total available-for-sale securities (3)                                    |  |                                                   | 5,991,526  |   |                 |   |            |               |      |                |                |   | 6,235,546       |               |            |   |         |                |      |   |                 |   | 6,343,624  |   |  |                |         |  |                 |   |            |   | 6,344,445  |                |  |   |                 |  |            |   |  |   | 6,415,539  |   |  |   |         |  |      |  
|Held-to-maturity securities                                                |  |                                                   | 5,903,899  |   |                 |   | 72,788     |               | 4.89 |                |                |   | 6,052,066       |               |            |   | 75,081  |                | 4.98 |   |                 |   | 6,145,136  |   |  |                | 76,115  |  | 5.02            |   |            |   | 6,043,965  |                |  |   | 73,896          |  | 4.86       |   |  |   | 5,865,560  |   |  |   | 70,976  |  | 4.81 |  
|                                                                           |  |                                                   |            |   |                 |   |            |               |      |                |                |   |                 |               |            |   |         |                |      |   |                 |   |            |   |  |                |         |  |                 |   |            |   |            |                |  |   |                 |  |            |   |  |   |            |   |  |   |         |  |      |  
|Total investment securities (4)                                            |  |                                                   | 11,895,425 |   |                 |   | 143,191    |               | 4.75 |                |                |   | 12,287,612      |               |            |   | 149,678 |                | 4.85 |   |                 |   | 12,488,760 |   |  |                | 152,470 |  | 4.93            |   |            |   | 12,388,410 |                |  |   | 151,003         |  | 4.84       |   |  |   | 12,281,099 |   |  |   | 152,761 |  | 4.91 |  
|Other interest-earning assets                                              |  |                                                   | 541,115    |   |                 |   | 6,412      |               | 4.70 |                |                |   | 271,607         |               |            |   | 3,188   |                | 4.71 |   |                 |   | 189,569    |   |  |                | 1,917   |  | 4.10            |   |            |   | 285,158    |                |  |   | 4,810           |  | 6.71       |   |  |   | 231,207    |   |  |   | 3,035   |  | 5.22 |  
|                                                                           |  |                                                   |            |   |                 |   |            |               |      |                |                |   |                 |               |            |   |         |                |      |   |                 |   |            |   |  |                |         |  |                 |   |            |   |            |                |  |   |                 |  |            |   |  |   |            |   |  |   |         |  |      |  
|Total interest-earning assets (4)                                          |  |                                                   | 46,202,069 |   |                 |   | 637,310    |               | 5.46 |                |                |   | 45,920,741      |               |            |   | 613,339 |                | 5.35 |   |                 |   | 45,886,878 |   |  |                | 592,073 |  | 5.23            |   |            |   | 45,199,131 |                |  |   | 576,887         |  | 5.07       |   |  |   | 44,592,007 |   |  |   | 560,923 |  | 4.99 |  
|Cash and other assets                                                      |  |                                                   | 4,801,537  |   |                 |   |            |               |      |                |                |   | 4,788,931       |               |            |   |         |                |      |   |                 |   | 4,777,741  |   |  |                |         |  |                 |   |            |   | 4,706,442  |                |  |   |                 |  |            |   |  |   | 4,575,623  |   |  |   |         |  |      |  
|Allowance for loan losses                                                  |  |                                                   | (368,025   | ) |                 |   |            |               |      |                |                |   | (368,375        | )             |            |   |         |                |      |   |                 |   | (368,509   | ) |  |                |         |  |                 |   |            |   | (370,052   | )              |  |   |                 |  |            |   |  |   | (381,316   | ) |  |   |         |  |      |  
|                                                                           |  |                                                   |            |   |                 |   |            |               |      |                |                |   |                 |               |            |   |         |                |      |   |                 |   |            |   |  |                |         |  |                 |   |            |   |            |                |  |   |                 |  |            |   |  |   |            |   |  |   |         |  |      |  
|                                                                           |  | $                                                 | 50,635,581 |   |                 |   |            |               |      |                |                | $ | 50,341,297      |               |            |   |         |                |      |   |                 | $ | 50,296,110 |   |  |                |         |  |                 |   |            | $ | 49,535,521 |                |  |   |                 |  |            |   |  | $ | 48,786,314 |   |  |   |         |  |      |  
|                                                                           |  |                                                   |            |   |                 |   |            |               |      |                |                |   |                 |               |            |   |         |                |      |   |                 |   |            |   |  |                |         |  |                 |   |            |   |            |                |  |   |                 |  |            |   |  |   |            |   |  |   |         |  |      |  
|Liabilities and Shareholders Equity                                       |  |                                                   |            |   |                 |   |            |               |      |                |                |   |                 |               |            |   |         |                |      |   |                 |   |            |   |  |                |         |  |                 |   |            |   |            |                |  |   |                 |  |            |   |  |   |            |   |  |   |         |  |      |  
|Interest-bearing liabilities:                                              |  |                                                   |            |   |                 |   |            |               |      |                |                |   |                 |               |            |   |         |                |      |   |                 |   |            |   |  |                |         |  |                 |   |            |   |            |                |  |   |                 |  |            |   |  |   |            |   |  |   |         |  |      |  
|Interest-bearing demand deposits                                           |  | $                                                 | 6,809,041  |   |                 |   | 23,748     |               | 1.38 |                |                | $ | 6,957,590       |               |            |   | 20,356  |                | 1.17 |   |                 | $ | 6,979,278  |   |  |                | 16,345  |  | 0.95            |   |            | $ | 6,808,245  |                |  |   | 12,369          |  | 0.72       |   |  | $ | 6,865,461  |   |  |   | 10,237  |  | 0.59 |  
|Money market and savings deposits                                          |  |                                                   | 9,870,250  |   |                 |   | 42,394     |               | 1.70 |                |                |   | 9,974,400       |               |            |   | 36,956  |                | 1.49 |   |                 |   | 9,512,976  |   |  |                | 29,368  |  | 1.25            |   |            |   | 8,306,523  |                |  |   | 17,376          |  | 0.83       |   |  |   | 7,875,270  |   |  |   | 10,599  |  | 0.54 |  
|Time deposits (5)                                                          |  |                                                   | 9,520,049  |   |                 |   | 79,496     |               | 3.31 |                |                |   | 9,215,524       |               |            |   | 68,855  |                | 3.00 |   |                 |   | 9,457,697  |   |  |                | 65,279  |  | 2.80            |   |            |   | 9,574,231  |                |  |   | 63,827          |  | 2.65       |   |  |   | 9,383,477  |   |  |   | 59,636  |  | 2.53 |  
|Foreign deposits                                                           |  |                                                   | 1,649,554  |   |                 |   | 11,084     |               | 2.67 |                |                |   | 1,256,394       |               |            |   | 6,697   |                | 2.14 |   |                 |   | 1,537,030  |   |  |                | 6,803   |  | 1.80            |   |            |   | 1,655,500  |                |  |   | 6,063           |  | 1.46       |   |  |   | 1,611,387  |   |  |   | 4,361   |  | 1.08 |  
|Federal funds purchased and securities sold under agreements to repurchase |  |                                                   | 3,286,028  |   |                 |   | 23,497     |               | 2.84 |                |                |   | 2,866,029       |               |            |   | 17,507  |                | 2.45 |   |                 |   | 3,022,943  |   |  |                | 16,354  |  | 2.19            |   |            |   | 3,394,875  |                |  |   | 15,246          |  | 1.79       |   |  |   | 3,338,866  |   |  |   | 11,707  |  | 1.39 |  
|Other interest-bearing liabilities (5)                                     |  |                                                   | 6,661,718  |   |                 |   | 71,562     |               | 4.26 |                |                |   | 7,441,068       |               |            |   | 73,498  |                | 3.96 |   |                 |   | 7,355,899  |   |  |                | 67,277  |  | 3.71            |   |            |   | 7,682,934  |                |  |   | 72,015          |  | 3.73       |   |  |   | 8,165,955  |   |  |   | 77,827  |  | 3.79 |  
|                                                                           |  |                                                   |            |   |                 |   |            |               |      |                |                |   |                 |               |            |   |         |                |      |   |                 |   |            |   |  |                |         |  |                 |   |            |   |            |                |  |   |                 |  |            |   |  |   |            |   |  |   |         |  |      |  
|Total interest-bearing liabilities                                         |  |                                                   | 37,796,640 |   |                 |   | 251,781    |               | 2.64 |                |                |   | 37,711,005      |               |            |   | 223,869 |                | 2.38 |   |                 |   | 37,865,823 |   |  |                | 201,426 |  | 2.16            |   |            |   | 37,422,308 |                |  |   | 186,896         |  | 1.99       |   |  |   | 37,240,416 |   |  |   | 174,367 |  | 1.86 |  
|                                                                           |  |                                                   |            |   |                 |   |            |               |      |                |                |   |                 |               |            |   |         |                |      |   |                 |   |            |   |  |                |         |  |                 |   |            |   |            |                |  |   |                 |  |            |   |  |   |            |   |  |   |         |  |      |  
|Net interest spread (4)                                                    |  |                                                   |            |   |                 |   |            |               | 2.82 | %              |                |   |                 |               |            |   |         |                | 2.97 | % |                 |   |            |   |  |                |         |  | 3.07            | % |            |   |            |                |  |   |                 |  | 3.08       | % |  |   |            |   |  |   |         |  | 3.13 | %
|                                                                           |  |                                                   |            |   |                 |   |            |               |      |                |                |   |                 |               |            |   |         |                |      |   |                 |   |            |   |  |                |         |  |                 |   |            |   |            |                |  |   |                 |  |            |   |  |   |            |   |  |   |         |  |      |  
|Noninterest-bearing demand deposits                                        |  |                                                   | 7,565,672  |   |                 |   |            |               |      |                |                |   | 7,454,032       |               |            |   |         |                |      |   |                 |   | 7,225,621  |   |  |                |         |  |                 |   |            |   | 6,978,442  |                |  |   |                 |  |            |   |  |   | 6,643,642  |   |  |   |         |  |      |  
|Other liabilities (5)                                                      |  |                                                   | 1,700,464  |   |                 |   |            |               |      |                |                |   | 1,636,182       |               |            |   |         |                |      |   |                 |   | 1,666,288  |   |  |                |         |  |                 |   |            |   | 1,643,590  |                |  |   |                 |  |            |   |  |   | 1,551,933  |   |  |   |         |  |      |  
|Shareholders equity                                                       |  |                                                   | 3,572,805  |   |                 |   |            |               |      |                |                |   | 3,540,078       |               |            |   |         |                |      |   |                 |   | 3,538,378  |   |  |                |         |  |                 |   |            |   | 3,491,181  |                |  |   |                 |  |            |   |  |   | 3,350,323  |   |  |   |         |  |      |  
|                                                                           |  |                                                   |            |   |                 |   |            |               |      |                |                |   |                 |               |            |   |         |                |      |   |                 |   |            |   |  |                |         |  |                 |   |            |   |            |                |  |   |                 |  |            |   |  |   |            |   |  |   |         |  |      |  
|                                                                           |  | $                                                 | 50,635,581 |   |                 |   |            |               |      |                |                | $ | 50,341,297      |               |            |   |         |                |      |   |                 | $ | 50,296,110 |   |  |                |         |  |                 |   |            | $ | 49,535,521 |                |  |   |                 |  |            |   |  | $ | 48,786,314 |   |  |   |         |  |      |  
|                                                                           |  |                                                   |            |   |                 |   |            |               |      |                |                |   |                 |               |            |   |         |                |      |   |                 |   |            |   |  |                |         |  |                 |   |            |   |            |                |  |   |                 |  |            |   |  |   |            |   |  |   |         |  |      |  
|Net interest income/margin on a taxable equivalent basis (4)               |  |                                                   |            |   |                 |   | 385,529    |               | 3.31 | %              |                |   |                 |               |            |   | 389,470 |                | 3.40 | % |                 |   |            |   |  |                | 390,647 |  | 3.45            | % |            |   |            |                |  |   | 389,991         |  | 3.43       | % |  |   |            |   |  |   | 386,556 |  | 3.44 | %
|                                                                           |  |                                                   |            |   |                 |   |            |               |      |                |                |   |                 |               |            |   |         |                |      |   |                 |   |            |   |  |                |         |  |                 |   |            |   |            |                |  |   |                 |  |            |   |  |   |            |   |  |   |         |  |      |  
|Taxable equivalent adjustment: (6)                                         |  |                                                   |            |   |                 |   |            |               |      |                |                |   |                 |               |            |   |         |                |      |   |                 |   |            |   |  |                |         |  |                 |   |            |   |            |                |  |   |                 |  |            |   |  |   |            |   |  |   |         |  |      |  
|Loans                                                                      |  |                                                   |            |   |                 |   | 6,320      |               |      |                |                |   |                 |               |            |   | 6,304   |                |      |   |                 |   |            |   |  |                | 6,311   |  |                 |   |            |   |            |                |  |   | 6,244           |  |            |   |  |   |            |   |  |   | 6,097   |  |      |  
|Available-for-sale securities                                              |  |                                                   |            |   |                 |   | 516        |               |      |                |                |   |                 |               |            |   | 524     |                |      |   |                 |   |            |   |  |                | 564     |  |                 |   |            |   |            |                |  |   | 589             |  |            |   |  |   |            |   |  |   | 607     |  |      |  
|Held-to-maturity securities                                                |  |                                                   |            |   |                 |   | 3,960      |               |      |                |                |   |                 |               |            |   | 3,999   |                |      |   |                 |   |            |   |  |                | 4,019   |  |                 |   |            |   |            |                |  |   | 3,946           |  |            |   |  |   |            |   |  |   | 3,946   |  |      |  
|Trading securities                                                         |  |                                                   |            |   |                 |   | -0-        |               |      |                |                |   |                 |               |            |   | -0-     |                |      |   |                 |   |            |   |  |                | 5       |  |                 |   |            |   |            |                |  |   | -0-             |  |            |   |  |   |            |   |  |   | -0-     |  |      |  
|                                                                           |  |                                                   |            |   |                 |   |            |               |      |                |                |   |                 |               |            |   |         |                |      |   |                 |   |            |   |  |                |         |  |                 |   |            |   |            |                |  |   |                 |  |            |   |  |   |            |   |  |   |         |  |      |  
|Total taxable equivalent adjustment                                        |  |                                                   |            |   |                 |   | 10,796     |               |      |                |                |   |                 |               |            |   | 10,827  |                |      |   |                 |   |            |   |  |                | 10,899  |  |                 |   |            |   |            |                |  |   | 10,779          |  |            |   |  |   |            |   |  |   | 10,650  |  |      |  
|                                                                           |  |                                                   |            |   |                 |   |            |               |      |                |                |   |                 |               |            |   |         |                |      |   |                 |   |            |   |  |                |         |  |                 |   |            |   |            |                |  |   |                 |  |            |   |  |   |            |   |  |   |         |  |      |  
|Net interest income                                                        |  |                                                   |            |   |                 | $ | 374,733    |               |      |                |                |   |                 |               |            | $ | 378,643 |                |      |   |                 |   |            |   |  | $              | 379,748 |  |                 |   |            |   |            |                |  | $ | 379,212         |  |            |   |  |   |            |   |  | $ | 375,906 |  |      |  
|                                                                           |  |                                                   |            |   |                 |   |            |               |      |                |                |   |                 |               |            |   |         |                |      |   |                 |   |            |   |  |                |         |  |                 |   |            |   |            |                |  |   |                 |  |            |   |  |   |            |   |  |   |         |  |      |  

---

NOTES:

|(1) | Loans net of unearned income includes nonaccrual loans for all periods presented.
|--- | ---------------------------------------------------------------------------------

|(2) | Interest income includes loan fees (in thousands) of $3,575, $2,774, $2,327, $4,780 and $6,741, for the three months ended September 30, 2005, June 30,
2005, March 31, 2005, December 31 2004, and September 30, 2004, respectively.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Available-for-sale securities excludes certain noninterest-earning, marketable equity securities.
|--- | -------------------------------------------------------------------------------------------------

|(4) | The yield calculation for total available-for-sale securities, total investment securities, total interest-earning assets, net interest spread and net interest margin excludes the
market valuation on available-for-sale securities.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Statement 133 valuation adjustments related to time deposits and other interest-bearing liabilities are included in other liabilities.
|--- | --------------------------------------------------------------------------------------------------------------------------------------

|(6) | The taxable equivalent adjustment has been computed using a federal income tax rate of 35%, adjusted for applicable state income taxes net of the related federal tax benefit.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



29



---

##### Table of Contents

Table 3-Year-to-Date Yields Earned on Average Interest-Earning Assets and Rates Paid on Average
Interest-Bearing Liabilities



|                                                                           |  |                                                 |            |   |                               |   |            |  |      |                |  |   |                 |   |            |   |           |  |      |  
|-------------------------------------------------------------------------- |  | ----------------------------------------------- | ---------- | - | ----------------------------- | - | ---------- |  | ---- | -------------- |  | - | --------------- | - | ---------- | - | --------- |  | ---- | -
|                                                                           |  | 2005                                            |            |   | 2004                          |  
|                                                                           |  | Nine Months EndedSeptember 30                   |            |   | Nine Months EndedSeptember 30 |  
|                                                                           |  | AverageBalance                                  |            |   | Revenue/Expense               |   | Yield/Rate |  |      | AverageBalance |  |   | Revenue/Expense |   | Yield/Rate |  
|                                                                           |  | (Taxable equivalent basis-dollars in thousands) |           
|Assets                                                                     |  |                                                 |            |   |                               |   |            |  |      |                |  |   |                 |   |            |   |           |  |      |  
|Interest-earning assets:                                                   |  |                                                 |            |   |                               |   |            |  |      |                |  |   |                 |   |            |   |           |  |      |  
|Loans net of unearned income (1) (2)                                       |  | $                                               | 33,447,240 |   |                               | $ | 1,385,866  |  | 5.54 | %              |  | $ | 30,811,005      |   |            | $ | 1,169,760 |  | 5.07 | %
|Available-for-sale securities, amortized cost                              |  |                                                 | 6,256,785  |   |                               |   | 221,356    |  | 4.73 |                |  |   | 6,523,745       |   |            |   | 247,113   |  | 5.06 |  
|Market valuation on available-for-sale securities                          |  |                                                 | (67,842    | ) |                               |   |            |  |      |                |  |   | (37,398         | ) |            |   |           |  |      |  
|                                                                           |  |                                                 |            |   |                               |   |            |  |      |                |  |   |                 |   |            |   |           |  |      |  
|Total available-for-sale securities (3)                                    |  |                                                 | 6,188,943  |   |                               |   |            |  |      |                |  |   | 6,486,347       |   |            |   |           |  |      |  
|Held-to-maturity securities                                                |  |                                                 | 6,032,816  |   |                               |   | 223,983    |  | 4.96 |                |  |   | 5,690,989       |   |            |   | 204,995   |  | 4.81 |  
|                                                                           |  |                                                 |            |   |                               |   |            |  |      |                |  |   |                 |   |            |   |           |  |      |  
|Total investment securities (4)                                            |  |                                                 | 12,221,759 |   |                               |   | 445,339    |  | 4.84 |                |  |   | 12,177,336      |   |            |   | 452,108   |  | 4.94 |  
|Other interest-earning assets                                              |  |                                                 | 335,385    |   |                               |   | 11,517     |  | 4.59 |                |  |   | 298,196         |   |            |   | 9,476     |  | 4.24 |  
|                                                                           |  |                                                 |            |   |                               |   |            |  |      |                |  |   |                 |   |            |   |           |  |      |  
|Total interest-earning assets (4)                                          |  |                                                 | 46,004,384 |   |                               |   | 1,842,722  |  | 5.35 |                |  |   | 43,286,537      |   |            |   | 1,631,344 |  | 5.03 |  
|Cash and other assets                                                      |  |                                                 | 4,789,491  |   |                               |   |            |  |      |                |  |   | 4,596,654       |   |            |   |           |  |      |  
|Allowance for loan losses                                                  |  |                                                 | (368,302   | ) |                               |   |            |  |      |                |  |   | (384,575        | ) |            |   |           |  |      |  
|                                                                           |  |                                                 |            |   |                               |   |            |  |      |                |  |   |                 |   |            |   |           |  |      |  
|                                                                           |  | $                                               | 50,425,573 |   |                               |   |            |  |      |                |  | $ | 47,498,616      |   |            |   |           |  |      |  
|                                                                           |  |                                                 |            |   |                               |   |            |  |      |                |  |   |                 |   |            |   |           |  |      |  
|Liabilities and Shareholders Equity                                       |  |                                                 |            |   |                               |   |            |  |      |                |  |   |                 |   |            |   |           |  |      |  
|Interest-bearing liabilities:                                              |  |                                                 |            |   |                               |   |            |  |      |                |  |   |                 |   |            |   |           |  |      |  
|Interest-bearing demand deposits                                           |  | $                                               | 6,914,679  |   |                               |   | 60,449     |  | 1.17 |                |  | $ | 6,677,251       |   |            |   | 26,223    |  | 0.52 |  
|Money market and savings deposits                                          |  |                                                 | 9,787,184  |   |                               |   | 108,718    |  | 1.49 |                |  |   | 7,799,609       |   |            |   | 29,602    |  | 0.51 |  
|Time deposits (5)                                                          |  |                                                 | 9,397,985  |   |                               |   | 213,630    |  | 3.04 |                |  |   | 9,228,339       |   |            |   | 179,396   |  | 2.60 |  
|Foreign deposits                                                           |  |                                                 | 1,481,405  |   |                               |   | 24,584     |  | 2.22 |                |  |   | 1,448,517       |   |            |   | 10,548    |  | 0.97 |  
|Federal funds purchased and securities sold under agreements to repurchase |  |                                                 | 3,059,298  |   |                               |   | 57,358     |  | 2.51 |                |  |   | 2,853,292       |   |            |   | 26,537    |  | 1.24 |  
|Other interest-bearing liabilities                                         |  |                                                 | 7,150,352  |   |                               |   | 212,337    |  | 3.97 |                |  |   | 8,172,104       |   |            |   | 230,434   |  | 3.77 |  
|                                                                           |  |                                                 |            |   |                               |   |            |  |      |                |  |   |                 |   |            |   |           |  |      |  
|Total interest-bearing liabilities                                         |  |                                                 | 37,790,903 |   |                               |   | 677,076    |  | 2.40 |                |  |   | 36,179,112      |   |            |   | 502,740   |  | 1.86 |  
|                                                                           |  |                                                 |            |   |                               |   |            |  |      |                |  |   |                 |   |            |   |           |  |      |  
|Net interest spread (4)                                                    |  |                                                 |            |   |                               |   |            |  | 2.95 | %              |  |   |                 |   |            |   |           |  | 3.17 | %
|                                                                           |  |                                                 |            |   |                               |   |            |  |      |                |  |   |                 |   |            |   |           |  |      |  
|Noninterest-bearing demand deposits                                        |  |                                                 | 7,416,354  |   |                               |   |            |  |      |                |  |   | 6,422,090       |   |            |   |           |  |      |  
|Other liabilities (5)                                                      |  |                                                 | 1,667,770  |   |                               |   |            |  |      |                |  |   | 1,592,475       |   |            |   |           |  |      |  
|Shareholders equity                                                       |  |                                                 | 3,550,546  |   |                               |   |            |  |      |                |  |   | 3,304,939       |   |            |   |           |  |      |  
|                                                                           |  |                                                 |            |   |                               |   |            |  |      |                |  |   |                 |   |            |   |           |  |      |  
|                                                                           |  | $                                               | 50,425,573 |   |                               |   |            |  |      |                |  | $ | 47,498,616      |   |            |   |           |  |      |  
|                                                                           |  |                                                 |            |   |                               |   |            |  |      |                |  |   |                 |   |            |   |           |  |      |  
|Net interest income/margin on a taxable equivalent basis (4)               |  |                                                 |            |   |                               |   | 1,165,646  |  | 3.38 | %              |  |   |                 |   |            |   | 1,128,604 |  | 3.48 | %
|                                                                           |  |                                                 |            |   |                               |   |            |  |      |                |  |   |                 |   |            |   |           |  |      |  
|Taxable equivalent adjustment: (6)                                         |  |                                                 |            |   |                               |   |            |  |      |                |  |   |                 |   |            |   |           |  |      |  
|Loans                                                                      |  |                                                 |            |   |                               |   | 18,935     |  |      |                |  |   |                 |   |            |   | 18,413    |  |      |  
|Available-for-sale securities                                              |  |                                                 |            |   |                               |   | 1,605      |  |      |                |  |   |                 |   |            |   | 1,940     |  |      |  
|Held-to-maturity securities                                                |  |                                                 |            |   |                               |   | 11,977     |  |      |                |  |   |                 |   |            |   | 11,438    |  |      |  
|Trading securities                                                         |  |                                                 |            |   |                               |   | 5          |  |      |                |  |   |                 |   |            |   | -0-       |  |      |  
|                                                                           |  |                                                 |            |   |                               |   |            |  |      |                |  |   |                 |   |            |   |           |  |      |  
|Total taxable equivalent adjustment                                        |  |                                                 |            |   |                               |   | 32,522     |  |      |                |  |   |                 |   |            |   | 31,791    |  |      |  
|                                                                           |  |                                                 |            |   |                               |   |            |  |      |                |  |   |                 |   |            |   |           |  |      |  
|Net interest income                                                        |  |                                                 |            |   |                               | $ | 1,133,124  |  |      |                |  |   |                 |   |            | $ | 1,096,813 |  |      |  
|                                                                           |  |                                                 |            |   |                               |   |            |  |      |                |  |   |                 |   |            |   |           |  |      |  

---

NOTES:

|(1) | Loans net of unearned income includes nonaccrual loans for all periods presented.
|--- | ---------------------------------------------------------------------------------

|(2) | Interest income includes loan fees (in thousands) of $8,676 and $25,014, for the nine months ended September 30, 2005 and 2004, respectively.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Available-for-sale securities excludes certain noninterest-earning, marketable equity securities.
|--- | -------------------------------------------------------------------------------------------------

|(4) | The yield calculation for the total investment securities and total interest-earning assets excludes the market valuation on available-for-sale securities.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Statement 133 valuation adjustments related to time deposits and other interest-bearing liabilities are included in other liabilities.
|--- | --------------------------------------------------------------------------------------------------------------------------------------

|(6) | The taxable equivalent adjustment has been computed using a federal income tax rate of 35%, adjusted for applicable state income taxes net of the related federal tax benefit.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



30



---

##### Table of Contents

Table 4 - Loans and Credit Quality



|                                          |  |                    |            |                                   |   |                                              |  |      |        |      |   |        |  |   |        |  |   |        |  
|----------------------------------------- |  | ------------------ | ---------- | --------------------------------- | - | -------------------------------------------- |  | ---- | ------ | ---- | - | ------ |  | - | ------ |  | - | ------ | -
|                                          |  | Loans*September 30 |            | Nonperforming Loans**September 30 |   | Net Charge-offsNine Months EndedSeptember 30 | 
|                                          |  | 2005               |            | 2004                              |   | 2005                                         |  | 2004 |        | 2005 |   | 2004   | 
|                                          |  | (In thousands)     |           
|Commercial:                               |  |                    |            |                                   |   |                                              |  |      |        |      |   |        |  |   |        |  |   |        |  
|Commercial & industrial                   |  | $                  | 6,041,712  |                                   | $ | 5,630,612                                    |  | $    | 44,014 |      | $ | 43,021 |  | $ | 19,819 |  | $ | 21,704 |  
|Commercial loans - secured by real estate |  |                    | 2,489,973  |                                   |   | 2,248,468                                    |  |      | 15,748 |      |   | 17,560 |  |   | 939    |  |   | 946    |  
|Commercial leases                         |  |                    | 2,342,161  |                                   |   | 2,088,136                                    |  |      | 1,871  |      |   | 2,242  |  |   | 445    |  |   | (297   | )
|                                          |  |                    |            |                                   |   |                                              |  |      |        |      |   |        |  |   |        |  |   |        |  
|Total commercial                          |  |                    | 10,873,846 |                                   |   | 9,967,216                                    |  |      | 61,633 |      |   | 62,823 |  |   | 21,203 |  |   | 22,353 |  
|                                          |  |                    |            |                                   |   |                                              |  |      |        |      |   |        |  |   |        |  |   |        |  
|Commercial real estate:                   |  |                    |            |                                   |   |                                              |  |      |        |      |   |        |  |   |        |  |   |        |  
|Commercial real estate mortgages          |  |                    | 3,083,242  |                                   |   | 2,659,296                                    |  |      | 4,668  |      |   | 2,341  |  |   | 721    |  |   | (264   | )
|Real estate construction                  |  |                    | 3,508,763  |                                   |   | 2,810,551                                    |  |      | 2,121  |      |   | 1,551  |  |   | 1,341  |  |   | 1,787  |  
|                                          |  |                    |            |                                   |   |                                              |  |      |        |      |   |        |  |   |        |  |   |        |  
|Total commercial real estate              |  |                    | 6,592,005  |                                   |   | 5,469,847                                    |  |      | 6,789  |      |   | 3,892  |  |   | 2,062  |  |   | 1,523  |  
|                                          |  |                    |            |                                   |   |                                              |  |      |        |      |   |        |  |   |        |  |   |        |  
|Consumer:                                 |  |                    |            |                                   |   |                                              |  |      |        |      |   |        |  |   |        |  |   |        |  
|Residential first mortgages               |  |                    | 5,826,851  |                                   |   | 4,726,022                                    |  |      | 10,542 |      |   | 19,817 |  |   | 1,960  |  |   | 1,972  |  
|Equity loans and lines                    |  |                    | 7,479,750  |                                   |   | 7,702,802                                    |  |      | 1,404  |      |   | 6,323  |  |   | 10,765 |  |   | 17,696 |  
|Dealer indirect                           |  |                    | 3,116,305  |                                   |   | 3,493,019                                    |  |      | 24     |      |   | 21     |  |   | 6,916  |  |   | 15,311 |  
|Revolving credit                          |  |                    | 23,224     |                                   |   | 572,352                                      |  |      | -0-    |      |   | -0-    |  |   | 706    |  |   | 14,968 |  
|Other consumer                            |  |                    | 423,188    |                                   |   | 570,963                                      |  |      | 29     |      |   | 82     |  |   | 8,889  |  |   | 9,488  |  
|                                          |  |                    |            |                                   |   |                                              |  |      |        |      |   |        |  |   |        |  |   |        |  
|Total consumer                            |  |                    | 16,869,318 |                                   |   | 17,065,158                                   |  |      | 11,999 |      |   | 26,243 |  |   | 29,236 |  |   | 59,435 |  
|                                          |  |                    |            |                                   |   |                                              |  |      |        |      |   |        |  |   |        |  |   |        |  
|                                          |  | $                  | 34,335,169 |                                   | $ | 32,502,221                                   |  | $    | 80,421 |      | $ | 92,958 |  | $ | 52,501 |  | $ | 83,311 |  
|                                          |  |                    |            |                                   |   |                                              |  |      |        |      |   |        |  |   |        |  |   |        |  

---

|* | Net of unearned income.
|- | -----------------------

|** | Exclusive of accruing loans 90 days past due.
|-- | ---------------------------------------------



Table 5 - Allowance for Loan Losses



|                                                                     |  |                        |         |   |             |   |         |             |  |   |             |   |  |             |         |   |  |   |         |  
|-------------------------------------------------------------------- |  | ---------------------- | ------- | - | ----------- | - | ------- | ----------- |  | - | ----------- | - |  | ----------- | ------- | - |  | - | ------- | -
|                                                                     |  | 2005                   |         |   | 2004        |  
|                                                                     |  | 3rd Quarter            |         |   | 2nd Quarter |   |         | 1st Quarter |  |   | 4th Quarter |   |  | 3rd Quarter |        
|                                                                     |  | (Dollars in thousands) |        
|Balance at beginning of period                                       |  | $                      | 365,626 |   |             | $ | 366,836 |             |  | $ | 366,774     |   |  | $           | 381,255 |   |  | $ | 382,482 |  
|Loans charged off                                                    |  |                        | (23,926 | ) |             |   | (27,170 | )           |  |   | (29,679     | ) |  |             | (44,277 | ) |  |   | (39,799 | )
|Recoveries of loans previously charged off                           |  |                        | 8,147   |   |             |   | 9,528   |             |  |   | 10,598      |   |  |             | 11,146  |   |  |   | 11,062  |  
|                                                                     |  |                        |         |   |             |   |         |             |  |   |             |   |  |             |         |   |  |   |         |  
|Net charge-offs                                                      |  |                        | (15,779 | ) |             |   | (17,642 | )           |  |   | (19,081     | ) |  |             | (33,131 | ) |  |   | (28,737 | )
|Addition to allowance charged to expense                             |  |                        | 34,800  |   |             |   | 17,700  |             |  |   | 20,600      |   |  |             | 44,250  |   |  |   | 28,800  |  
|Allowance sold                                                       |  |                        | -0-     |   |             |   | (1,268  | )           |  |   | (1,457      | ) |  |             | (25,600 | ) |  |   | (1,290  | )
|                                                                     |  |                        |         |   |             |   |         |             |  |   |             |   |  |             |         |   |  |   |         |  
|Balance at end of period                                             |  | $                      | 384,647 |   |             | $ | 365,626 |             |  | $ | 366,836     |   |  | $           | 366,774 |   |  | $ | 381,255 |  
|                                                                     |  |                        |         |   |             |   |         |             |  |   |             |   |  |             |         |   |  |   |         |  
|Allowance for loan losses to loans net of unearned income            |  |                        | 1.12    | % |             |   | 1.09    | %           |  |   | 1.11        | % |  |             | 1.12    | % |  |   | 1.17    | %
|Net charge-offs to average loans net of unearned income (annualized) |  |                        | 0.19    | % |             |   | 0.21    | %           |  |   | 0.23        | % |  |             | 0.41    | % |  |   | 0.36    | %
|Allowance for loan losses to nonperforming loans*                    |  |                        | 478.29  | % |             |   | 519.20  | %           |  |   | 420.42      | % |  |             | 414.49  | % |  |   | 410.14  | %
|Allowance for loan losses to nonperforming assets*                   |  |                        | 391.93  | % |             |   | 406.40  | %           |  |   | 325.44      | % |  |             | 331.64  | % |  |   | 319.76  | %

---

|* | Exclusive of accruing loans 90 days past due.
|- | ---------------------------------------------



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Table 6 - Nonperforming Assets



|                                                                                               |  |                        |        |   |         |   |        |          |  |   |             |   |  |              |         |   |  |   |         |  
|---------------------------------------------------------------------------------------------- |  | ---------------------- | ------ | - | ------- | - | ------ | -------- |  | - | ----------- | - |  | ------------ | ------- | - |  | - | ------- | -
|                                                                                               |  | 2005                   |        |   | 2004    |  
|                                                                                               |  | September 30           |        |   | June 30 |   |        | March 31 |  |   | December 31 |   |  | September 30 |        
|                                                                                               |  | (Dollars in thousands) |       
|Nonaccrual loans*                                                                              |  | $                      | 80,421 |   |         | $ | 70,421 |          |  | $ | 87,255      |   |  | $            | 88,488  |   |  | $ | 92,958  |  
|Foreclosed properties                                                                          |  |                        | 15,853 |   |         |   | 17,791 |          |  |   | 23,258      |   |  |              | 19,609  |   |  |   | 23,043  |  
|Repossessions                                                                                  |  |                        | 1,869  |   |         |   | 1,755  |          |  |   | 2,208       |   |  |              | 2,498   |   |  |   | 3,231   |  
|                                                                                               |  |                        |        |   |         |   |        |          |  |   |             |   |  |              |         |   |  |   |         |  
|Total nonperforming assets*                                                                    |  | $                      | 98,143 |   |         | $ | 89,967 |          |  | $ | 112,721     |   |  | $            | 110,595 |   |  | $ | 119,232 |  
|                                                                                               |  |                        |        |   |         |   |        |          |  |   |             |   |  |              |         |   |  |   |         |  
|Nonperforming assets* to loans net of unearned income, foreclosed properties and repossessions |  |                        | 0.29   | % |         |   | 0.27   | %        |  |   | 0.34        | % |  |              | 0.34    | % |  |   | 0.37    | %
|Accruing loans 90 days past due                                                                |  | $                      | 52,404 |   |         | $ | 49,185 |          |  | $ | 50,718      |   |  | $            | 51,117  |   |  | $ | 63,727  |  

---

|* | Exclusive of accruing loans 90 days past due.
|- | ---------------------------------------------



Table 7 - Investment Securities



|                                                                   |  |                    |           |                    |   |               |  |             |           |  |   |          
|------------------------------------------------------------------ |  | ------------------ | --------- | ------------------ | - | ------------- |  | ----------- | --------- |  | - | ---------
|                                                                   |  | September 30, 2005 |           | September 30, 2004
|                                                                   |  | AmortizedCost      |           | MarketValue        |   | AmortizedCost |  | MarketValue
|                                                                   |  | (In thousands)    
|Available-for-sale:                                                |  |                    |           |                    |   |               |  |             |           |  |   |          
|U.S. Treasury and federal agency securities                        |  | $                  | 85,463    |                    | $ | 82,272        |  | $           | 85,384    |  | $ | 83,376   
|State, county and municipal securities                             |  |                    | 39,232    |                    |   | 40,337        |  |             | 48,553    |  |   | 50,843   
|Mortgage-backed securities and collateralized mortgage obligations |  |                    | 5,715,585 |                    |   | 5,600,878     |  |             | 5,979,867 |  |   | 5,956,702
|Equity securities                                                  |  |                    | 311,004   |                    |   | 309,455       |  |             | 422,130   |  |   | 420,607  
|Other debt securities                                              |  |                    | -0-       |                    |   | 804           |  |             | -0-       |  |   | 4,791    
|                                                                   |  |                    |           |                    |   |               |  |             |           |  |   |          
|                                                                   |  | $                  | 6,151,284 |                    | $ | 6,033,746     |  | $           | 6,535,934 |  | $ | 6,516,319
|                                                                   |  |                    |           |                    |   |               |  |             |           |  |   |          
|Held-to-maturity:                                                  |  |                    |           |                    |   |               |  |             |           |  |   |          
|U.S. Treasury and federal agency securities                        |  | $                  | 54,009    |                    | $ | 54,392        |  | $           | 90,827    |  | $ | 92,127   
|State, county and municipal securities                             |  |                    | 348,347   |                    |   | 367,200       |  |             | 350,223   |  |   | 379,875  
|Mortgage-backed securities and collateralized mortgage obligations |  |                    | 5,415,864 |                    |   | 5,333,673     |  |             | 5,624,043 |  |   | 5,613,565
|Other securities                                                   |  |                    | 3,747     |                    |   | 3,876         |  |             | 3,573     |  |   | 3,775    
|                                                                   |  |                    |           |                    |   |               |  |             |           |  |   |          
|                                                                   |  | $                  | 5,821,967 |                    | $ | 5,759,141     |  | $           | 6,068,666 |  | $ | 6,089,342
|                                                                   |  |                    |           |                    |   |               |  |             |           |  |   |          

---

NOTE:

|1. | The weighted average remaining life, which reflects the amortization on mortgage related and other asset-backed securities, and the weighted average yield on the combined
available-for-sale and held-to-maturity portfolios at September 30, 2005, were approximately 4.4 years and 4.61%, respectively. The duration of the combined portfolios, which considers the repricing frequency of variable rate securities, is
approximately 3.7 years.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Table 8 - Other Interest-Bearing Liabilities



|                                                                                 |  |                |           |      |   |          
|-------------------------------------------------------------------------------- |  | -------------- | --------- | ---- | - | ---------
|                                                                                 |  | September 30  
|                                                                                 |  | 2005           |           | 2004
|                                                                                 |  | (In thousands)
|Short-term borrowings:                                                           |  |                |           |      |   |          
|Federal funds purchased                                                          |  | $              | 2,156,567 |      | $ | 1,041,666
|Securities sold under agreements to repurchase                                   |  |                | 1,218,177 |      |   | 1,455,966
|                                                                                 |  |                |           |      |   |          
|Total federal funds purchased and securities sold under agreements to repurchase |  |                | 3,374,744 |      |   | 2,497,632
|                                                                                 |  |                |           |      |   |          
|Treasury, tax and loan notes                                                     |  |                | 416,802   |      |   | 1,646,854
|Term federal funds purchased                                                     |  |                | 219,445   |      |   | 219,519  
|Short-term bank notes                                                            |  |                | -0-       |      |   | 47,438   
|Commercial paper                                                                 |  |                | 1,744     |      |   | 2,909    
|Other borrowings                                                                 |  |                | 43,627    |      |   | 47,401   
|                                                                                 |  |                |           |      |   |          
|Total other borrowed funds                                                       |  |                | 681,618   |      |   | 1,964,121
|                                                                                 |  |                |           |      |   |          
|Total short-term borrowings                                                      |  | $              | 4,056,362 |      | $ | 4,461,753
|                                                                                 |  |                |           |      |   |          
|Long-term debt:                                                                  |  |                |           |      |   |          
|Long-term Federal Home Loan Bank advances                                        |  | $              | 2,388,222 |      | $ | 5,678,135
|                                                                                 |  |                |           |      |   |          
|Other long-term debt:                                                            |  |                |           |      |   |          
|4.85% Subordinated Notes Due April 2013 (Issued by AmSouth Bank)                 |  |                | 497,198   |      |   | 496,825  
|5.20% Subordinated Notes Due April 2015 (Issued by AmSouth Bank)                 |  |                | 347,311   |      |   | -0-      
|6.45% Subordinated Notes Due February 2018 (Issued by AmSouth Bank)              |  |                | 301,160   |      |   | 301,658  
|6.125% Subordinated Notes Due March 2009                                         |  |                | 174,848   |      |   | 174,804  
|6.75% Subordinated Debentures Due November 2025                                  |  |                | 149,999   |      |   | 149,981  
|7.25% Senior Notes Due May 2006                                                  |  |                | 99,958    |      |   | 99,887   
|6.625% Subordinated Notes Due December 2005                                      |  |                | 49,987    |      |   | 49,934   
|90-Day London Interbank Offered Rate (LIBOR) floating-rate bank notes            |  |                | 800,000   |      |   | 600,000  
|2.82% fixed-rate bank notes                                                      |  |                | 200,000   |      |   | 200,000  
|Long-term securities sold under agreements to repurchase                         |  |                | 1,012,212 |      |   | -0-      
|Other long-term notes payable                                                    |  |                | 226       |      |   | 455      
|Statement 133 valuation adjustment                                               |  |                | 1,831     |      |   | 34,584   
|                                                                                 |  |                |           |      |   |          
|Total other long-term debt                                                       |  |                | 3,634,730 |      |   | 2,108,128
|                                                                                 |  |                |           |      |   |          
|Total long-term debt                                                             |  | $              | 6,022,952 |      | $ | 7,786,263
|                                                                                 |  |                |           |      |   |          



Table 9 - Capital
Amounts and Ratios



|                |  |                        |           |       |       |   |        |   |           |  |       |  
|--------------- |  | ---------------------- | --------- | ----- | ----- | - | ------ | - | --------- |  | ----- | -
|                |  | September 30           |          
|                |  | 2005                   |           |       | 2004  |  
|                |  | Amount                 |           | Ratio |       |   | Amount |   | Ratio     | 
|                |  | (Dollars in thousands) |          
|Tier 1 capital: |  |                        |           |       |       |   |        |   |           |  |       |  
|AmSouth         |  | $                      | 3,384,525 |       | 7.90  | % |        | $ | 3,191,690 |  | 7.76  | %
|AmSouth Bank    |  |                        | 3,765,051 |       | 8.80  |   |        |   | 3,428,534 |  | 8.35  |  
|Total capital:  |  |                        |           |       |       |   |        |   |           |  |       |  
|AmSouth         |  | $                      | 4,846,624 |       | 11.31 | % |        | $ | 4,436,495 |  | 10.79 | %
|AmSouth Bank    |  |                        | 5,122,825 |       | 11.97 |   |        |   | 4,493,512 |  | 10.95 |  
|Leverage:       |  |                        |           |       |       |   |        |   |           |  |       |  
|AmSouth         |  | $                      | 3,384,525 |       | 6.72  | % |        | $ | 3,191,690 |  | 6.56  | %
|AmSouth Bank    |  |                        | 3,765,051 |       | 7.49  |   |        |   | 3,428,534 |  | 7.06  |  



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|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------



The information required by this item is included on pages 20 and 21 of Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations.



|Item 4. | Controls and Procedures
|------- | -----------------------



An evaluation was performed as of September 30, 2005 under the supervision of and with the participation of AmSouths Management, including the
Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of AmSouths disclosure controls and procedures. Based on that evaluation, AmSouths Management, including the CEO and CFO,
concluded that AmSouths disclosure controls and procedures were effective as of September 30, 2005. Also, no changes in AmSouths internal control over financial reporting occurred during the quarter ended September 30, 2005
that have materially affected, or are reasonably likely to materially affect, AmSouths internal control over financial reporting. There have been no significant changes in AmSouths internal controls or in other factors that could
significantly affect internal controls subsequent to September 30, 2005.



PART II



OTHER
INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------



General. In the ordinary course of business, AmSouth and its subsidiaries are from time to time named as defendants in or parties to pending and
threatened legal actions and proceedings. Among the actions which are pending against AmSouth are actions brought on behalf of various classes of claimants. These actions and claims, including class actions, are similar to others that have been
brought in recent years against financial institutions and relate to AmSouths lending, collections, loan servicing, depository, investment, trust and other activities. These actions and claims allege violations of consumer protection,
securities, banking and other laws, both state and federal. Some of these claims and actions seek substantial compensatory and punitive damage awards and injunctive relief. Additionally, AmSouth, and certain of its subsidiaries which are regulated
by one or more federal and state regulatory authorities, are the subject of regularly scheduled and special examinations, reviews and investigations conducted by such regulatory authorities and by law enforcement agencies. AmSouth may occasionally
have disagreements with regulatory authorities and law enforcement agencies resulting from these investigations, examinations and reviews. Enforcement and compliance-related activity by government agencies has increased. Money laundering and
anti-terrorism compliance is among the areas receiving a high level of focus in the present environment.



It may take a number of years to fully and finally resolve the legal proceedings and actions, claims and disagreements with regulators and law enforcement
agencies currently pending due to their complexity and for other reasons. Further, in view of the inherent difficulty of predicting the outcome of such proceedings, AmSouth cannot state what the eventual outcome of these proceedings will be.
Nonetheless, based on current knowledge and the advice of legal counsel, AmSouths Management is of the opinion that the ultimate resolution of these legal proceedings, including the BISYS matter discussed below, will not have a material
adverse effect on the consolidated financial condition, operations or liquidity of AmSouth.



BISYS Matter.As previously disclosed, AmSouth Bank has received a Wells Notice from the regional office of the SEC in Los Angeles indicating that the staff of the SEC intends to recommend that the
Commission bring a civil action against AmSouth Bank and AmSouth Asset Management, Inc. for possible violations of the federal securities laws relating to its mutual fund management unit. See Note 11 regarding the sale of this unit. The potential
action arose from the SECs investigation of the past practices of the mutual fund services unit of the BISYS Group, Inc., an outside company that provided fund administration and other services to the AmSouth Funds and many other bank-owned
mutual fund families. AmSouth believes the SEC investigation primarily



34



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##### Table of Contents

relates to past arrangements under which BISYS used a portion of the fees paid to it by the fund family to pay for marketing and other expenses. AmSouth has
been cooperating extensively with the SEC in the BISYS investigation.



A Wells Notice is not a formal allegation or proof of wrongdoing. The notice provides AmSouth the opportunity to formally respond to the SEC staff before the staff recommends whether the SEC should take action. AmSouth has submitted its
response to the SEC staff.



Deferred Prosecution
Agreement. In October 2004, AmSouth entered into a deferred prosecution agreement with the U.S. Attorney for the Southern District of Mississippi relating to deficiencies in reporting of suspicious activities under the Bank Secrecy Act. As
announced on October 13, 2005, AmSouth has fully complied with the requirements of the deferred prosecution agreement and the agreement has been dismissed.



|Item 2. | Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities
|------- | --------------------------------------------------------------------------------



Issuer Purchases of Equity Securities



|                       |  |                                 |  |                             |  |                                                                              |  |                                                                           
|---------------------- |  | ------------------------------- |  | --------------------------- |  | ---------------------------------------------------------------------------- |  | --------------------------------------------------------------------------
|Period                 |  | Total Number ofShares Purchased |  | Average PricePaid per Share |  | Total Number ofShares Purchasedas Part of PubliclyAnnounced Plansor Programs |  | Maximum Numberof Shares that MayYet Be PurchasedUnder the Plans orPrograms
|July 1 - 31, 2005      |  | 2,675,000                       |  | 27.44                       |  | 2,675,000                                                                    |  | 12,991,033                                                                
|August 1 - 31, 2005    |  | 1,677,799                       |  | 27.56                       |  | 1,664,700                                                                    |  | 11,326,333                                                                
|September 1 - 30, 2005 |  | 803,549                         |  | 25.58                       |  | 800,100                                                                      |  | 10,526,233                                                                
|Total                  |  | 5,156,348                       |  | 27.19                       |  | 5,139,800                                                                    |  | 10,526,233                                                                



Note: On April 17, 2003, AmSouth
announced that its Board of Directors approved a plan to repurchase up to 25 million shares of the companys outstanding stock. There is no expiration date for this plan. No repurchase plans expired during the three months ended
September 30, 2005. Of the shares repurchased during the three months ended September 30, 2005, 16,548 were related to employee compensation plans.



|Item 6. | Exhibits
|------- | --------



The exhibits listed in the Exhibit Index at page 37 of this Form 10-Q are filed herewith or are incorporated by reference herein.



35



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SIGNATURES



Pursuant to the
requirements of the Securities Exchange Act of 1934, AmSouth has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                 |  |  |  |     |  |                       |  |                                                           
|---------------- |  |  |  | --- |  | --------------------- |  | ----------------------------------------------------------
|November 8, 2005 |  |  |  | By: |  | /s/    C. DOWD RITTER
|                 |  |  |  |     |  |                       |  | C. Dowd Ritter                                            
|                 |  |  |  |     |  |                       |  | Chairman, President andChief Executive Officer            
|                 |  |  | 
|November 8, 2005 |  |  |  | By: |  | /s/    BETH E. MOONEY
|                 |  |  |  |     |  |                       |  | Beth E. Mooney                                            
|                 |  |  |  |     |  |                       |  | Senior Executive Vice President andChief Financial Officer



36



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##### Table of Contents

EXHIBIT INDEX



The following is a list of exhibits including items incorporated by reference.



|     |  |                                                                                                                                                                        
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|3.1  |  | Restated Certificate of Incorporation of AmSouth Bancorporation (1)                                                                                                    
|     | 
|3.2  |  | By-Laws of AmSouth Bancorporation (2)                                                                                                                                  
|     | 
|15   |  | Letter Re: Unaudited Interim Financial Information                                                                                                                     
|     | 
|31.1 |  | Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                     
|     | 
|31.2 |  | Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                     
|     | 
|32   |  | Certification by Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. § 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



NOTES TO EXHIBITS



|(1) | Filed as Exhibit 3.1 to AmSouths Report on Form 8-K filed October 15, 1999, incorporated herein by reference.
|--- | --------------------------------------------------------------------------------------------------------------

|(2) | Filed as Exhibit 3.2 to AmSouths Form 10-Q Quarterly Report for the quarter ended June 30, 2004, incorporated herein by reference.
|--- | -----------------------------------------------------------------------------------------------------------------------------------



37