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                        EXHIBIT 3-C


                        400-1

                        Section:  BY-LAWS
                                  (AMSOUTH BANCORPORATION)
                        Subject:  Article I - Offices

                        Date:  April, 1995


SECTION 1.1:            PRINCIPAL OFFICE AND OTHER OFFICES

                        The principal office of the corporation shall be in
                        Birmingham, Jefferson County, Alabama. The corporation
                        may have such other offices, either within or without
                        the State of Alabama, as the Board of Directors may
                        designate or as the business of the corporation may
                        require from time to time.
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                          400-2

                        Section:  BY-LAWS
                                  (AMSOUTH BANCORPORATION)
                        Subject:  Article II - Shareholders

                        Date:   April, 1995


SECTION 2.1:            ANNUAL MEETING

                        The annual meeting of the shareholders shall be held on
                        the third Thursday in the month of April in each year,
                        at the hour of 11:00 o'clock, a.m., local time, for the
                        purpose of electing directors and for the transaction of
                        such other business as may come before the meeting. If
                        the day fixed for the annual meeting shall be a legal
                        holiday in the state in which the meeting is to be held,
                        such meeting shall be held on the next succeeding
                        business day. If the election of directors shall not be
                        held on the day designated herein for any annual meeting
                        of the shareholders, or at any adjournment thereof, the
                        Board of Directors shall cause the election to be held
                        at a special meeting of the shareholders as soon
                        thereafter as conveniently may be.

SECTION 2.2:            SPECIAL MEETINGS

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

SECTION 2.3:            PLACE OF MEETING

                        The place of meeting shall be the principal office of
                        the corporation in the State of Alabama unless some
                        other place, either within or without the State of
                        Alabama, is designated by the directors.
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SECTION 2.4:            NOTICE OF MEETING: FORM; CONTENTS; DELIVERY METHOD;
                        DELIVERY TIME

                        Written or printed notice stating (a) the place, day,
                        and hour of the meeting and, in the case of a special
                        meeting, or a meeting which is required by statute to be
                        held for any special purpose, or of an annual meeting at
                        which special action is to be taken, (b) the purpose or
                        purposes for which the meeting is called, or the special
                        action which is proposed to be taken shall be delivered
                        either personally or by mail, by or at the direction of
                        the Board of Directors, the Chief Executive Officer, the
                        Secretary, or the persons calling the meeting, to each
                        shareholder of record entitled to vote at such meeting.
                        If mailed, such notice shall be deemed to be given when
                        deposited in the United States mail addressed to the
                        shareholder at his or her address as it appears on the
                        records of the corporation, with postage thereon
                        prepaid. Any such notice which relates to an annual
                        meeting of shareholders shall be delivered not less than
                        ten (10) nor more than fifty (50) days before the date
                        of the meeting; and, any such notice which relates to
                        any special meeting of shareholders shall be delivered
                        as provided in the Restated Certificate of
                        Incorporation.

SECTION 2.5:            CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE

                        For the purpose of determining which shareholders are
                        entitled to notice of or to vote at any meeting of
                        shareholders or any adjournment thereof, or which
                        shareholders are entitled to receive payment of any
                        dividend, or in order to make a determination of
                        shareholders for any other proper purpose, the Board of
                        Directors of the corporation may provide that the stock
                        transfer books shall be closed for a stated period, but
                        not to exceed, in any case, fifty (50) days, or in the
                        case of a determination of shareholders eligible to vote
                        at a special meeting of shareholders called by the
                        shareholders, not more than seventy-five (75) days,
                        before the meeting or other event or occasion.
                        If the stock transfer books shall be closed for the
                        purpose of determining which shareholders are entitled
                        to notice of or to vote at a meeting of shareholders,
                        such books shall be closed for at least ten (10) days
                        immediately preceding such meeting.
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                        In lieu of closing the stock transfer books, the Board
                        of Directors or, in the case of a dividend record date,
                        the Executive Committee may fix in advance a date as
                        the record date for any such determination of
                        shareholders, such date in any case to be not more than
                        fifty (50) days and, in the case of a meeting of
                        shareholders, not less than ten (10) days (or, in the
                        case of a determination of shareholders eligible to vote
                        at a special meeting of shareholders called by the
                        shareholders, not more than seventy-five (75) days)
                        prior to the date on which the particular action
                        requiring such determination of shareholders is to be
                        taken.

                        If the stock transfer books are not closed and no record
                        date is fixed for the determination of shareholders
                        entitled to notice of or to vote at a meeting of the
                        shareholders, or shareholders entitled to receive
                        payment of a dividend, the date on which notice of the
                        meeting is mailed, or the date on which the resolution
                        of the Board of Directors declaring such dividend is
                        adopted, as the case may be, shall be the record date
                        for such determination of shareholders.

                        When a determination of shareholders entitled to vote at
                        any meeting of shareholders has been made as provided in
                        this section, such determination shall apply to any
                        adjournment thereof, except where the determination has
                        been made through the closing of the stock transfer
                        books and the stated period of closing has expired.

SECTION 2.6:            VOTING LISTS

                        The officer or agent having charge of the stock ledger
                        for shares of the corporation shall make, at least ten
                        (10) days before each meeting of shareholders, a
                        complete list of the shareholders entitled to vote at
                        such meeting, or any adjournment thereof, arranged in
                        alphabetical order, with the address and the number of
                        shares held by each, which list, for a period of ten
                        (10) days prior to such meeting, shall be kept on file
                        at the principal office of the corporation and shall be
                        subject to inspection by any shareholder at any time
                        during usual business hours. Such list shall also be
                        produced and kept open at the time and place of the
                        meeting and shall be subject to the inspection of any
                        shareholder during the whole time of the meeting. The
                        original stock ledger shall be the
<PAGE>
 
                        only evidence as to who are the shareholders entitled to
                        examine such list or stock ledger or books of the
                        corporation or to vote in person or by proxy at any
                        meeting of shareholders.


SECTION 2.7:            QUORUM

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


SECTION 2.8:            PROXIES

                        At all meetings of shareholders, a shareholder may vote
                        by proxy in writing executed by the shareholder or by
                        his or her duly authorized attorney in fact. Such proxy
                        shall be filed with the Secretary of the corporation
                        before or at the time of the meeting. No proxy shall be
                        valid after eleven (11) months from the date of its
                        execution, unless otherwise provided in the proxy.


SECTION 2.9:            VOTING OF SHARES

                        Each outstanding share entitled to vote shall be
                        entitled to one (1) vote upon each matter submitted to a
                        vote at a meeting of the shareholders.

SECTION 2.10:           VOTING OF SHARES BY CERTAIN HOLDERS

                        Except as provided in this paragraph, shares standing in
                        the name of another corporation may be voted by such
                        officer,
<PAGE>
 
                        agent, or proxy, as the by-laws of such corporation may
                        prescribe, or, in the absence of such provision, as the
                        Board of Directors of such corporation may determine.
                        Shares belonging to another corporation, if a majority
                        of the shares entitled to vote for the election of
                        directors of such other corporation is held by the
                        corporation, shall not be voted at any meeting or
                        counted in determining the total number of outstanding
                        shares at any given time; provided, however, that
                        nothing in this section shall be construed as limiting
                        the right of any such other corporation to vote stock of
                        the corporation held by it in a fiduciary capacity.


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

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

                        A shareholder whose shares are pledged shall be entitled
                        to vote such shares unless in the transfer by the
                        pledgor on the books of the corporation the pledgor has
                        expressly empowered the pledgee to vote thereon, in
                        which case only the pledgee, or his or her proxy, may
                        represent such shares and vote thereon. Treasury shares
                        shall not be voted, directly or indirectly, at any
                        meeting, and shall not be counted in determining the
                        presence of a quorum.
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SECTION 2.11:           INSPECTORS

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

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

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

                        In determining the validity and counting of proxies and
                        ballots, the inspectors shall be limited to an
                        examination of the proxies, any envelopes submitted
                        therewith, any information provided by a shareholder who
                        submits a proxy by telegram, cablegram, or other
                        electronic transmission from which it can be determined
                        that the proxy was authorized by the shareholder,
                        ballots, and the regular books and records of the
                        corporation, and they may also consider other reliable
                        information for the limited purpose of reconciling
                        proxies and ballots submitted by or on behalf of banks,
                        brokers, their nominees or similar persons which
                        represent more votes than the holder of a proxy is
                        authorized by the record owner to
<PAGE>
 
                        cast or more votes than the shareholder holds of record.
                        If the inspectors consider other reliable information
                        for such purpose, they shall, at the time they make
                        their certification, specify the precise information
                        considered by them, including the person or persons from
                        whom they obtained the information, when the information
                        was obtained, the means by which the information was
                        obtained and the basis for the inspectors' belief that
                        such information is accurate and reliable.
<PAGE>
 
                        400-3

                        Section: BY-LAWS
                                 (AMSOUTH BANCORPORATION)
                        Subject:  Article III - Board of Directors

                        Date:    April, 1995


SECTION 3.1:            GENERAL POWERS

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


SECTION 3.2:            NUMBER, TENURE, AND QUALIFICATIONS

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

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

                        (c) Any director who has
                            (i) reached the age of sixty-eight (68) years,
                            (ii) become disabled to the extent that (in the
                           judgment of a majority of the remaining outside
                           directors) he or she is unable to perform the
                           duties of a director of this corporation or
                            (iii) retired or otherwise become permanently
                           separated from the business or professional position
                           which he or she held at the time of his or her
                           election to the Board of Directors 

                        will retire from the Board of Directors at the Annual 
                        Meeting of Shareholders of the Corporation next 
                        following the event in (i), (ii) or (iii) that requires
                        retirement of such director from the Board.
                           
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                        (d) Any director who is an officer of the corporation,
                        or of any subsidiary thereof, shall resign as a director
                        effective on the date he or she ceases to be an officer.

                        (e) On recommendation of the Director Affairs Committee,
                        the application to any individual of any provision of
                        this Section 3.2 (c) (i) and (iii) may be waived by the
                        Board of Directors; provided, however, that any such
                        waiver shall be effective only on a year-to-year basis.


SECTION 3.3:            REGULAR MEETINGS

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


SECTION 3.4:            SPECIAL MEETINGS

                        Special meetings of the Board of Directors may be called
                        by or at the request of the Chief Executive Officer or
                        any three (3) directors. A special meeting of the Board
                        of Directors shall be held at the principal office of
                        the corporation unless all directors agree in advance
                        and in writing that it be held at another place, either
                        within or without the State of Alabama.
<PAGE>
 
SECTION 3.5:            PARTICIPATION BY CONFERENCE TELEPHONE

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


SECTION 3.6:            INFORMAL ACTION

                        Any action required or permitted to be taken at any
                        meeting of the Board of Directors or of any committee
                        thereof may be taken without a meeting, if, prior to
                        such action, a written consent thereto is signed by all
                        members of the Board of Directors or of such committee,
                        as the case may be, and such written consent is filed
                        with the minutes of proceedings of the Board of
                        Directors or committee.

SECTION 3.7:            NOTICE

                        At least one (1) day's notice of any special meeting of
                        the Board of Directors or of any meeting of a committee
                        of the Board of Directors shall be given to all
                        directors or committee members, as the case may be,
                        unless, in the opinion of the officers or directors
                        calling the meeting, an emergency exists which requires
                        less than one (1) day's notice; in that event, only such
                        notice need be given as such officer or directors shall
                        direct. Any director may waive notice of any meeting.
                        (See, Section 10.1 of these by-laws.) The attendance of
                        a director at a meeting shall constitute a waiver of
                        notice of such meeting, except where a director attends
                        a meeting for the express purpose of objecting to the
                        transaction of any business because the meeting is not
                        lawfully called or convened.


SECTION 3.8:            FEES

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


SECTION 3.9:            QUORUM

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


SECTION 3.10:           MANNER OF ACTING

                        Except as provided in Sections VIII and XI of the
                        Restated Certificate of Incorporation and Section 3.2(a)
                        and Section 3.15 of these by-laws, the act of the
                        majority of the directors present at a meeting at which
                        a quorum is present shall be the act of the Board of
                        Directors.


SECTION 3.11:           VACANCIES

                        Any vacancy occurring in the Board of Directors and any
                        directorship to be filled by reason of an increase in
                        the number of directorships or any other reason shall be
                        filled according to the provisions of Section XI of the
                        Restated Certificate of Incorporation.
<PAGE>
 
SECTION 3.12:           COMMITTEES OF THE BOARD OF DIRECTORS

                        The standing committees of the Board of Directors shall
                        be the following:
                          a.  Executive Committee
                          b.  Strategic Planning Committee
                          c.  Director Affairs Committee
                          d.  Executive Compensation and Benefits Committee
                          e.  Audit, Compliance, and Public Policy Committee
                          f.  Finance and Pension Fund Committee


SECTION 3.13:           COMMITTEE MEMBERSHIP AND OPERATIONS

SECTION 3.13 (a):       The Executive Committee will be made up of the Chairman
                        of the Board, as chairman of the committee, and the
                        chairmen of the other standing committees.

SECTION 3.13 (b):       The Strategic Planning Committee shall consist of all
                        outside, independent directors.

                              (1) A director will not be considered as
                        "independent" if he or she is an employee or former
                        employee of the corporation or any of its subsidiaries,
                        or is a substantial customer of or a supplier of goods
                        or services to the corporation, or is a significant
                        advisor or consultant to the corporation, except when
                        the Board has determined that the facts of such
                        relationship with the corporation are not such as would
                        influence the exercise of independent judgment by the
                        director. (The ownership of stock in the corporation by
                        directors is encouraged and the ownership of a
                        substantial amount of stock is not in itself a basis for
                        a director to be considered as not "independent".)

                              (2) A director will not be considered an "outside"
                        director if he or she is an employee or a former
                        employee of the corporation or any of its subsidiaries.

SECTION 3.13 (c):       The membership of the standing committees other than the
                        Executive Committee will be composed only of outside
                        directors; there will be no less than three outside
                        directors on each of the committees; and, in the case of
                        the Executive Compensation and Benefits Committee, none
                        of the members shall be or shall have been an employee
                        or officer of the corporation or its subsidiaries or be
                        eligible (or have been
<PAGE>
 
                        eligible during the twelve months preceding assignment
                        to the committee) to participate in any compensation
                        plan of the corporation, the administration of which is
                        limited to directors who are not eligible to
                        participate.

SECTION 3.13 (d):       Directors may serve on more than one committee but no
                        director simultaneously may be chairman of more than one
                        committee.

SECTION 3.13 (e):       Each committee will have a secretary, who may, but need
                        not be, a member of the committee or of the Board, whose
                        duty it will be to take and transcribe minutes of each
                        committee meeting and to deliver them to the Secretary
                        of the corporation.

SECTION 3.13 (f):       Annually, at its organizational meeting, the Board of
                        Directors will elect members to committee memberships
                        and appoint chairmen of the committees. Members and
                        chairmen of committees will serve until their successors
                        are elected and may succeed themselves. At the time
                        membership of a committee is elected, the Board may
                        designate one or more directors as alternate members,
                        who may replace any absent or disqualified member at any
                        meeting of that committee.

SECTION 3.13 (g):       The Chairman of the Board of Directors and the chairman
                        of each committee will determine when the committee
                        meets. Either the Chairman of the Board of Directors or
                        the chairman of a committee may call meetings of the
                        committee at any time.

SECTION 3.13 (h):       The Chairman of the Board of Directors and the chairman
                        of each committee will develop the committee's agenda,
                        which will be consistent with the role of the committee
                        as provided in these by-laws or in the Board of
                        Directors resolution establishing the committee.

SECTION 3.13 (i):       A majority of the members of a committee shall
                        constitute a quorum of its members and the act of a
                        majority of the members present at a meeting at which a
                        quorum is present shall be the act of the committee.
                        Further, in the absence or disqualification of a member
                        of a committee, the member or members present at any
                        meeting and not disqualified from voting, whether or not
                        he, she, or they constitute a quorum and if they act
                        unanimously, may appoint another member of the Board of
                        Directors to act at the meeting in the place of
<PAGE>
 
                        any such absent or disqualified member.


SECTION 3.14:           STANDING COMMITTEES' AREAS OF RESPONSIBILITY

SECTION 3.14 (a):       EXECUTIVE COMMITTEE

                        In the time between meetings of the Board of Directors,
                        the Executive Committee shall have and may exercise all
                        of the authority and powers of the Board of Directors to
                        the extent allowed by law, specifically including,
                        without thereby limiting the generality of the
                        foregoing, the authority to declare dividends. The
                        Executive Committee shall inform the Board of Directors
                        of all actions taken by it at the first meeting of the
                        Board of Directors following the taking of any such
                        action.


SECTION 3.14 (b):       STRATEGIC PLANNING COMMITTEE

                        Duties and responsibilities:

                              (1) To review periodically with the Chief
                        Executive Officer of the corporation the mission and
                        strategy of the corporation and its major subsidiaries;

                              (2) To review and address with the Chief Executive
                        Officer the significant issues and opportunities which
                        affect the corporation and its strategy as such issues
                        and opportunities arise;

                              (3) To review and act upon the recommendations of
                        the Chief Executive Officer with respect to plans which
                        will further the execution of the corporation's
                        strategy;

                              (4) To review and act upon the recommendations of
                        the Chief Executive Officer with respect to modification
                        of the mission or strategy of the corporation;

                              (5) To review annually the corporation's plans for
                        succession and management development of key officers of
                        the corporation, and to have on a continuing basis the
                        recommendation of the Chief Executive Officer as to his
                        successor, should he resign, die, or become unexpectedly
<PAGE>
 
                        disabled;

                              (6) To review at least twice annually, in
                        executive session at which members are free to raise any
                        subject, its evaluation of the performance of the Chief
                        Executive Officer.


SECTION 3.14 (c):       AUDIT, COMPLIANCE, AND PUBLIC POLICY COMMITTEE

                        Duties and Responsibilities:

                              (1) To protect the shareholders, customers,
                        employees, and directors of the corporation and its
                        subsidiaries from undue risks and from liability by
                        securing and reviewing financial and other information
                        about the corporation and its subsidiaries and by
                        monitoring the compliance of the corporation and its
                        subsidiaries with the various laws and regulations to
                        which the corporation and its subsidiaries are subject
                        (including, without limitation, the provisions of the
                        Federal Deposit Insurance Corporation Improvement Act
                        [FIDICIA]);

                              (2) To review with the chief internal auditor and
                        the independent public accountant their annual audit
                        plans, including the degree of coordination of their
                        respective plans and to enquire into the extent to which
                        the planned audit scope can be relied upon to detect
                        fraud or weakness in internal controls;

                              (3) To make recommendations to the Board of
                        Directors with regard to the appointment or discharge of
                        the corporation's independent public accountants;

                              (4) To review with the independent public
                        accountants the cooperation received from management
                        during the course of the audit and the extent to which
                        any restrictions placed upon them may have affected
                        their examination;

                              (5) To review the Annual Report to Shareholders
                        prior to its publication and to discuss with the
                        independent public accountants any significant
                        transactions not a normal part of the corporation's
                        business, significant adjustments proposed by them, and
                        comments submitted by the independent public accountants
                        concerning the corporation's system of internal
<PAGE>
 
                        accounting control, together with management's actions
                        to correct any deficiencies noted;

                              (6) To review steps taken to assure compliance
                        with the corporation's policy regarding conflicts of
                        interest and business ethics;

                              (7) To review transactions or relationships
                        between the corporation and any director, officer, or
                        stockholder owning more than 5% of the corporation's
                        common stock (including any family members of the
                        foregoing); and to make recommendations to the Board of
                        Directors concerning whether such relationships should
                        continue; and, to ascertain that appropriate reporting
                        of such transactions or relationships has been made in
                        accordance with regulations of the Securities and
                        Exchange Commission and other regulatory agencies;

                              (8) To review the quality and depth of staffing of
                        the corporation's financial, accounting, and internal
                        audit personnel;

                              (9) To review the scope of the internal auditors'
                        activities, their reports of findings resulting from the
                        examination of the corporation's records, operations,
                        and systems of internal accounting controls, and matters
                        affecting their independence in the performance of the
                        audit of the corporation's accounts;

                              (10) To meet at least annually with the
                        independent public accountants and internal auditors to
                        verify the corporation's financial statements, internal
                        accounting control systems, and compliance with the
                        corporation's policy, laws, and other regulations of the
                        various banks and other subsidiaries owned by the
                        corporation and to review with them the results of
                        examinations by regulatory agencies and the
                        effectiveness of the corrective action taken by
                        management in response to the examination reports;

                              (11) To consider and review the policies and
                        practices established by the corporation from time to
                        time to address issues of social and public concern,
                        including, but not limited to, equal employment
                        opportunity, charitable and educational contributions,
                        health and safety programs, environmental protection and
                        energy conservation,
<PAGE>
 
                        government affairs, and shareholder relations;
     
                              (12) To review significant legislative and other
                        social trends and developments of importance to the
                        corporation and its employees and customers;

                              (13) To report, and make recommendations, to the
                        Board of Directors from time to time, as the committee
                        may deem advisable, on any of the matters described
                        above;

                              (14) To review expense accounts and executive
                        perquisites of the corporation's Management Committee;

                              (15) To communicate and meet regularly and in
                        private session with (i) the corporation's independent
                        public accountants, (ii) the corporation's internal
                        auditors, (iii) the corporation's officers responsible
                        for loan review, and (iv) the corporation's senior
                        management;

                              (16) To review all significant litigation
                        involving the corporation and, particularly, all
                        litigation involving claims of wrong-doing by directors,
                        officers, or independent public accountants of the
                        corporation;

                              (17) To review annually with management their
                        plans for the scope of the independent public
                        accountants' activities, including their performance of
                        non-audit services, and expected fees to be incurred
                        therefore, the accountant's report of findings resulting
                        from examination of the corporation's records and
                        systems of internal accounting controls, and matters
                        affecting their independence in the performance of the
                        audit of the corporation's books and records


SECTION 3.14 (d):       EXECUTIVE COMPENSATION AND BENEFITS COMMITTEE.

                           Duties and Responsibilities:

                              (1) Periodically to examine and make
                        recommendations to the Board of Directors regarding the
                        corporation's overall executive compensation structure;

                              (2) To administer the corporation's executive
<PAGE>
 
                        compensation plans or other arrangements providing for
                        benefits to officers of the corporation in accordance
                        with the terms of the plans and any rules and
                        regulations thereunder, and to delegate all or a portion
                        of its powers and responsibilities with respect to such
                        plans to the Chief Executive Officer of the corporation;
                        provided, however, that the Committee shall retain all
                        power and responsibility with respect to awards granted
                        to officers of the corporation or its subsidiaries at
                        the level of Executive Vice President and above;

                              (3) To designate the employees eligible to be
                        granted awards under the corporation's executive
                        compensation plans and other arrangements providing for
                        benefits to officers of the corporation, and the type,
                        amount, and timing of such awards; provided, however,
                        that the committee may delegate to the Chief Executive
                        Officer of the corporation its responsibilities to
                        approve awards to employees of the corporation and its
                        subsidiaries below the level of Executive Vice
                        Presidents;

                              (4) To review and make recommendations to the
                        Board of Directors with respect to creation of new
                        executive compensation plans of the corporation and plan
                        terminations;

                              (5) To consider and make recommendations to the
                        Board of Directors concerning amendments to existing
                        executive compensation plans;

                              (6) To review annually and approve the salaries
                        paid to officers of the corporation and of its
                        subsidiaries at the level of Executive Vice President
                        and above;

                              (7) To consider and recommend to the Board of
                        Directors the terms of any contractual agreements and
                        other similar arrangements that may be entered into with
                        officers of the corporation and of its subsidiaries;

                              (8) To recommend to the Board of Directors a slate
                        of executive officers of the corporation at the level of
                        the Management Committee or higher to be elected
                        annually and to recommend at other appropriate times,
                        with respect to executive officers at the level of the
                        Management Committee or higher, their removal,
                        promotion, and the filling of vacancies which occur
                        during the year;
<PAGE>
 
                              (9) To review and approve or disapprove the
                        holding or assuming of any office or board membership or
                        similar position with any non-affiliated corporation or
                        other entity by any officer of the corporation or by any
                        officer of any subsidiary or affiliate of the
                        corporation at the level of Executive Vice President or
                        above; provided, however, that action of the committee
                        shall not be required for holding positions with any
                        "not-for-profit" entity, including any civic, religious,
                        community, or charitable institution nor for positions
                        held by officers of the Trust Division as a part of
                        their duties as trust officers. The committee shall act
                        upon the written recommendation of the Chief Executive
                        Officer and no officer at the level of Executive Vice
                        President or above shall accept or stand for election
                        for any such position without the prior approval of this
                        committee.


SECTION 3.14 (e):       FINANCE AND PENSION FUND COMMITTEE.

                          Duties and Responsibilities:

                              (1) To review and make recommendations regarding:

                                  (A) dividend policy and action;

                                  (B) issuance of debt and equity securities by
                        the corporation and its subsidiaries and affiliates and
                        the material terms of all such debt and equity
                        securities; and,

                                  (C) guarantees of debt by the corporation, its
                        subsidiaries and affiliates.

                              (2) To review the recommendations of the
                        corporation's management concerning financial policies
                        and, based thereon, to set and approve:

                                  (A) Long-term financial policies and annual
                        financial plans of the corporation and its subsidiaries;

                                  (B) Policies relating to management of foreign
                        currencies and foreign credit of the corporation and its
                        subsidiaries;

                                  (C) Policies for portfolio investments of the
<PAGE>
 
                        corporation and its subsidiaries;

                                  (D) Expenditures, commitments, and
                        dispositions by the corporation and its subsidiaries of
                        property valued in excess of Five Million Dollars;
                        except, however, no such approval shall be required for
                        the disposition of property acquired by a bank in the
                        collection of a debt due to the bank, through
                        foreclosure or otherwise (generally "Other Real Estate
                        Owned");

                                  (E) The selection and appointment of
                        investment bankers and managing underwriters in
                        connection with the issuance of securities by the
                        corporation, its subsidiaries, or affiliates; and,

                                  (F) The terms of loans made by the corporation
                        to its subsidiaries or affiliates and borrowings by the
                        corporation from its subsidiaries or affiliates.

                              (3) To review at least annually the risk-
                        management policy of the corporation and its program of
                        insurance;

                              (4) To review at least annually the financial
                        status and investment performance of all the
                        corporation's retirement and employee benefit plans;

                              (5) To select and appoint plan administrators,
                        trustees, actuaries, and investment managers (and
                        allocate assets of the plans among investment managers,
                        if any) and to review periodically the administration of
                        the plans;

                              (6) To review annually the actuarial assumptions
                        and reports for the plans;

                              (7) To establish and, as appropriate, review the
                        investment and funding policies and objectives of the
                        plans;

                              (8) To review at least annually compliance with
                        the Employee Retirement Income Security Act of 1974, as
                        amended, and Internal Revenue Service and Department of
                        Labor regulations;

                              (9) To review and approve plan amendments of a 
                        non-material nature;
<PAGE>
 
                              (10) To review and make recommendations to the
                        Board of Directors with respect to the creation of new
                        plans of the corporation subject to the provisions of
                        the Employee Retirement Income Security Act of 1974, as
                        amended, plan terminations, and plan amendments of a
                        material nature.


SECTION 3.14 (f):       DIRECTOR AFFAIRS COMMITTEE

                          Duties and Responsibilities:

                              (1) To recommend to the Board of Directors
                        criteria regarding composition of the Board of
                        Directors, the size of the Board of Directors, the mix
                        of employee and non-employee directors, and Board of
                        Directors retirement and tenure policies;

                              (2) To review and make recommendations to the
                        Board of Directors regarding director compensation and
                        benefits;

                              (3) To review qualifications of candidates for
                        Board of Directors membership;

                              (4) To screen and interview possible candidates
                        for Board of Directors membership and to assist in
                        attracting qualified candidates;

                              (5) To recommend to the Board of Directors a slate
                        of nominees or individual nominees to be proposed for
                        election as directors at annual meetings and other
                        appropriate times;

                              (6) To review the qualifications and effectiveness
                        of incumbent directors and the Board of Directors.


SECTION 3.15:           OTHER COMMITTEES OF THE BOARD

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


SECTION 3.16:           EMERITUS BOARD OF DIRECTORS

                        There shall be an "Emeritus Board of Directors" which
                        shall consist of directors of the corporation who have
                        retired, either by reason of age or because of being
                        retired or otherwise permanently separated from the
                        business or professional position which he or she held
                        at the time of his or her election to the Board of
                        Directors. The Emeritus Board of Directors will meet
                        with the senior management of the corporation quarterly
                        or at such other times as may be determined by the Board
                        of Directors on the recommendation of the Director
                        Affairs Committee. Retiring directors of the corporation
                        (including officer-directors) shall be eligible to
                        become Emeritus Directors of the corporation for a
                        period not to exceed five (5) years or as otherwise may
                        be determined by the Board of Directors on the
                        recommendation of the Director Affairs Committee. By
                        resolution of the Board of Directors, Emeritus Directors
                        may be paid their reasonable transportation expenses, if
                        any, of attendance at each meeting of the Emeritus Board
                        and also may be paid a fixed sum for attendance at each
                        such meeting or a stated salary as Emeritus Director, or
                        both.
<PAGE>
 
                        400-4

                        Section:  BY-LAWS
                                 (AMSOUTH BANCORPORATION)
                        Subject:  Article IV - Officers And Employees


                        Date:    April, 1995


SECTION 4.1:            GENERAL

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

                        (b) EXECUTIVE OFFICERS; ORDER OF AUTHORITY. As used in
                        these by-laws, the term "Executive Officers" shall
                        include the Chairman of the Board (if, but only if, he
                        also is the Chief Executive Officer), the President
                        (regardless of whether he is the Chief Executive
                        Officer), any Vice Chairman of the Board, the Senior
                        Executive Vice Presidents, and the Executive Vice
                        Presidents. Their "order of authority" shall be the
                        order in which their titles are listed above; except
                        that, if two or more officers have the same title, their
                        order of authority shall be any order of authority
                        designated by the Board of Directors or the Executive
                        Compensation and Benefits Committee.
<PAGE>
 
                        (c) DUAL OFFICES. Any two or more offices in this
                        corporation may, except where prohibited by law, be held
                        by the same individual. In cases where an individual
                        holds more than one office, that person shall have the
                        authority of all offices so held and shall occupy the
                        "order of authority" provided in these by-laws for the
                        more senior of the offices held.

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

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

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

                        (e) REMOVAL FROM OFFICE. All officers and employees
                        serve at the will of this corporation and may be removed
                        from office and employment at any time, with or without
                        cause.

                        Only the Board of Directors or its Executive Committee
                        can remove from office the Chief Executive Officer, the
                        Chairman of the Board, or the President.
                        All other officers and employees may be removed from
                        office by either of the two (2) Executive Officers
                        having the highest order of authority or by any person
                        authorized so to do by the personnel policies of this
                        corporation; and, unless one of the said two (2)
                        Executive Officers acts directly in a particular
<PAGE>
 
                        instance, removal from office or employment shall be as
                        provided in the personnel policies of the corporation,
                        as they may from time to time be adopted, amended, and
                        modified.

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


SECTION 4.2:            CHIEF EXECUTIVE OFFICER

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


SECTION 4.3:            CHAIRMAN OF THE BOARD

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


SECTION 4.4:            PRESIDENT

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


SECTION 4.5:            OTHER EXECUTIVE OFFICERS

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


SECTION 4.6:            VICE PRESIDENTS

                        Any Vice President shall have the authority to execute
                        in the name of the corporation stock certificates of the
                        corporation and transfers, conveyances, certificates,
                        releases, satisfactions, authentications, options,
                        proxies, leases, including oil, gas, and other mineral
                        leases, agreements or
<PAGE>
 
                        other instruments pertaining to investment, assets or
                        operations of the corporation or powers held or
                        controlled by the corporation. The Vice Presidents shall
                        have such other powers as are from time to time
                        conferred upon them by the Board of Directors,
                        committees of the Board, and the Executive Officers.

SECTION 4.7:            CHIEF ACCOUNTING OFFICER OR CONTROLLER

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

SECTION 4.8:            THE SECRETARY

                        The Secretary shall: (a) keep the minutes of the
                        shareholders' and of the Board of Directors' meetings in
                        one (1) or more books provided for that purpose; (b) see
                        that all notices are duly given in accordance with the
                        provisions of these by-laws or as required by law; (c)
                        be custodian of the corporate records and of the seal of
                        the corporation and see that the seal of the corporation
                        is affixed to all documents the execution of which on
                        behalf of the corporation under its seal is duly
                        authorized; (d) keep a record of the post office address
                        of each shareholder which shall be furnished to the
                        Secretary by such shareholder; (e) have general charge
                        of the stock transfer books of the corporation; and (f)
                        in general perform all duties incident to the office of
                        Secretary and such other duties as from time to time may
                        be assigned to him or her by these by-laws, by the Chief
                        Executive Officer, or by the Board of Directors.


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

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


SECTION 4.10:           MANAGEMENT COMMITTEE

                        There shall be a Management Committee of the corporation
                        to consist of such officers of the corporation and its
                        subsidiaries as may be appointed to sit thereon by the
                        Chief Executive Officer. The committee shall be chaired
                        by the Chief Executive Officer and shall meet at his
                        call.

                        The Management Committee shall develop, publish, and
                        implement detailed policies and procedures on behalf of
                        the corporation and its subsidiaries and affiliates
                        under such guidelines as may from time to time be
                        adopted by the Board of Directors, which reserves the
                        right to amend or revoke actions of the Management
                        Committee The Management Committee shall also have the
                        duty to amend, make additions to, or deletions from, or
                        revoke such policies and procedures, to the extent the
                        committee deems such actions to be necessary and
                        desirable. The committee shall have the duty to publish
                        policies and procedures in the form of a manual or
                        manuals for distribution to appropriate personnel of the
                        corporation and its subsidiaries and affiliates.

                        In addition to the duties prescribed above, the
                        Management Committee shall have such other and further
                        duties and responsibilities as may from time to time be
                        assigned to it by the Board of Directors or the Chief
                        Executive Officer.
<PAGE>
 
                           400-5

                        Section:  BY-LAWS
                                  (AMSOUTH BANCORPORATION)
                        Subject      Article V - Contracts, Loans, Checks and 
                                  Deposits, Proxies

                        DATE:        April, 1995


SECTION 5.1:            CONTRACTS

                        The Board of Directors may authorize any officer or
                        officers, agent or agents, to enter into any contract or
                        execute and deliver any instrument in the name of and on
                        behalf of the corporation, and such authority may be
                        general or confined to specific instances.


SECTION 5.2:            LOANS

                        No loans shall be contracted on behalf of the
                        corporation and no evidences of indebtedness shall be
                        issued in its name unless authorized by a resolution of
                        the Board of Directors. Such authority may be general or
                        confined to specific instances.


SECTION 5.3:            CHECKS, DRAFTS, ETC.

                        All checks, drafts, or other orders for the payment of
                        money, notes, or other evidences of indebtedness issued
                        in the name of the corporation, shall be signed by such
                        officer or officers, agent or agents of the corporation
                        and in such manner as shall from time to time be
                        determined by resolution of the Board of Directors.

SECTION 5.4:            DEPOSITS

                        All funds of the corporation not otherwise employed
                        shall be deposited from time to time to the credit of
                        the corporation in such banks, trust companies, or other
                        depositories as the Board of Directors may select.
<PAGE>
 
SECTION 5.5:            PROXIES

                        Unless otherwise provided by resolution of the Board of
                        Directors, the Chief Executive Officer may from time to
                        time appoint an attorney or agent of the corporation, to
                        cast the votes which the corporation may be entitled to
                        cast as the holder of stock or other securities in any
                        other corporation any of whose stock or other securities
                        may be held by the corporation, at meetings of the
                        holders of the stock or other securities of such other
                        corporation, or to consent in writing, in the name and
                        on behalf of the corporation as such holder, to any
                        action by such other corporation, and may instruct the
                        person or persons so appointed as to the manner of
                        casting such votes or giving such consent, and may
                        execute or cause to be executed, in the name and on
                        behalf of the corporation and under its corporate seal
                        or otherwise, all such written proxies or other
                        instruments as he may deem necessary or proper in the
                        premises.
<PAGE>
 
                        400-6



                        Section:  BY-LAWS
                                  (AMSOUTH BANCORPORATION)
                        Subject:  Article VI - Certificates for Shares and Their
                                  Transfer

                        Date:  January, 1994


SECTION 6.1:            CERTIFICATES FOR SHARES

                        Certificates shall be issued only for whole shares and
                        no certificate will be issued for a fractional share.
                        Certificates representing whole shares of the
                        corporation shall be in such form as shall be determined
                        by the Board of Directors, such certificates shall be
                        signed in the manner provided by the General Corporation
                        Law of Delaware by the Chief Executive Officer and by
                        the Secretary or an Assistant Secretary. All
                        certificates for shares shall be consecutively numbered
                        or otherwise identified. The name and address of the
                        person to whom the shares represented thereby are
                        issued, with the number of shares and date of issue,
                        shall be entered on the stock transfer books of the
                        corporation. All certificates surrendered to the
                        corporation for transfer shall be canceled and no new
                        certificate shall be issued until the former certificate
                        for a like number of shares shall have been surrendered
                        and canceled, except that in case of a lost, destroyed,
                        or mutilated certificate a new one may be issued
                        therefore upon such terms and indemnity to the
                        corporation as the Board of Directors may prescribe.


SECTION 6.2:            TRANSFER OF SHARES

                        Transfer of shares of the corporation shall be made only
                        on the stock transfer books of the corporation by the
                        holder of record thereof or by his or her legal
                        representative, who shall furnish proper evidence of
                        authority to transfer, or by his or her attorney
                        thereunto authorized by power of attorney duly executed
                        and filed with the Secretary of the corporation, and on
                        surrender for cancellation of the certificate for such
                        shares. The person in whose name shares stand on the
                        books of the corporation shall be deemed by the
                        corporation to be the owner thereof for all purposes.
<PAGE>
 
                        400-7

                        Section:  BY-LAWS
                                  (AMSOUTH BANCORPORATION)
                        Subject:  Article VII - Fiscal Year


                        Date:  May, 1990


SECTION 7.1:            The fiscal year of the corporation shall begin on the
                        first day of January and end on the 31st day of December
                        in each year.
<PAGE>
 
                        400-8

                        Section:  BY-LAWS
                                  (AMSOUTH BANCORPORATION)
                        Subject:  Article VIII - Dividends


                        Date:  April, 1995


SECTION 8.1:            The Board of Directors or its Executive Committee may
                        from time to time declare, and the corporation may pay,
                        dividends on its outstanding shares in the manner and
                        upon the terms and conditions provided by law.
<PAGE>
 
                        400-9

                        Section:  BY-LAWS
                                  (AMSOUTH BANCORPORATION)
                        Subject:  Article IX - Seal

                        Date:  May, 1990


SECTION 9.1             The corporate seal of the corporation shall be a
                        circular die around which shall be the words "AmSouth
                        Bancorporation." 
<PAGE>
 
                        400-10

                        Section:  BY-LAWS
                                  (AMSOUTH BANCORPORATION)
                        Subject:  Article X - Waiver of Notice


                        Date:  May, 1990


SECTION 10.1:           Whenever any notice is required to be given to any
                        shareholder or director of the corporation under the
                        provisions of these by-laws, the Restated Certificate of
                        Incorporation, or the provisions of law, a waiver
                        thereof in writing, signed by the person or persons
                        entitled to such notice, whether before or after the
                        time stated therein, shall be deemed equivalent to the
                        giving of such notice.
<PAGE>
 
                        400-11

                        Section:  BY-LAWS
                                  (AMSOUTH BANCORPORATION)
                        Subject:  Article XI - Amendments


                        Date:  April, 1995

SECTION 11.1:           POWER OF DIRECTORS TO AMEND

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


SECTION 11.2:           POWER OF SHAREHOLDERS TO AMEND

                        (a) The shareholders may alter, amend, or repeal the by-
                        laws of the corporation or adopt new by-laws for the
                        corporation at any annual meeting or at a special
                        meeting called for the purpose, and all by-laws made by
                        the directors may be altered, amended, or repealed by
                        the shareholders; (1) provided, however, that the
                        affirmative vote of the holders of sixty-seven percent
                        (67%) of the combined voting power of the then
                        outstanding shares of capital stock of this corporation
                        entitled to vote generally for the election of
                        directors, voting together as a single class, shall be
                        required for the shareholders to alter, amend, or repeal
                        Section VII of the Restated Certificate of Incorporation
                        of this corporation, or adopt any provision of these by-
                        laws that would cause these by-laws to be inconsistent
                        with the provisions of Section VII of the Restated
                        Certificate of Incorporation of this corporation; (2)
                        provided further, however, that the affirmative vote of
                        the holders of eighty percent (80%) of the combined
                        voting power of the then outstanding shares of capital
                        stock of this corporation entitled to vote generally for
                        the election of directors, voting together as a single
                        class, shall be required for the shareholders to alter,
                        amend, or repeal Section XI of the Restated Certificate
                        of Incorporation of this corporation or to adopt any
                        provision of these by-laws that would cause these by-
                        laws to be inconsistent with the provisions of Section
                        XI of the Restated Certificate of Incorporation of this
                        corporation; (3) provided further,  
<PAGE>
 
                        however, that the affirmative vote of the holders of
                        eighty percent (80%) of the combined voting power of the
                        then outstanding shares of capital stock of this
                        corporation entitled to vote generally for the election
                        of directors, voting together as a single class, shall
                        be required for the shareholders to alter, amend, or
                        repeal any provision of Paragraph (a) of Section 3.2 of
                        these by-laws or to adopt any provision of these by-laws
                        that would cause these by-laws to be inconsistent with
                        the provisions of Paragraph (a) of Section 3.2 of these
                        by-laws; (4) provided further, however, that the
                        affirmative vote of the holders of not less than eighty
                        percent (80%) of the outstanding shares of the voting
                        stock and the affirmative vote of the holders of not
                        less than sixty-seven percent (67%) of the voting stock
                        held by stockholders other than an Interested
                        Stockholder (as defined in Section VIII of the Restated
                        Certificate of Incorporation) shall be required for the
                        shareholders to alter, amend, or repeal Section VIII of
                        the Restated Certificate of Incorporation of this
                        corporation, or to adopt any provision of these by-laws
                        that would cause these by-laws to be inconsistent with
                        the provisions of Section VIII of the Restated
                        Certificate of Incorporation of this corporation.

                        (b) The affirmative vote of the holders of sixty-seven
                        percent (67%) of the combined voting power of the then
                        outstanding shares of capital stock of this corporation
                        entitled to vote generally for the election of
                        directors, voting together as a single class, shall be
                        required for the shareholders to alter, amend, or repeal
                        Paragraph (a) (1) of this Section 11.2 of these by-laws
                        or to adopt any provision of these by-laws that would
                        cause these by-laws to be inconsistent with Paragraph
                        (a) (1) of this Section 11.2 of these by-laws.

                        (c) The affirmative vote of the holders of eighty
                        percent (80%) of the combined voting power of the then
                        outstanding shares of capital stock of this corporation
                        entitled to vote generally for the election of
                        directors, voting together as a single class, shall be
                        required for the shareholders to alter, amend, or repeal
                        Paragraph (a) (2) or (a) (3) of this Section 11.2 of
                        these by-laws or to adopt any provision of these by-laws
                        inconsistent with Paragraph (a) (2) or (a) (3) of this
                        Section 11.2 of these by-laws.

                        (d) The affirmative vote of the holders of not less than
                        eighty percent (80%) of the outstanding shares of the
                        voting stock
<PAGE>
 
                        and the affirmative vote of the holders of not less than
                        sixty-seven percent (67%) of the voting stock held by
                        stockholders other than an Interested Stockholder (as
                        defined in Section VIII of the Restated Certificate of
                        Incorporation) shall be required for the shareholders to
                        alter, amend, or repeal Paragraph (a) (4) of this
                        Section 11.2 or to adopt any provision of these by-laws
                        that would cause these by-laws to be inconsistent with
                        Paragraph (a) (4) of this Section 11.2 of these by-laws.