<PAGE>

                                                                     Exhibit 3-b



                          AMSOUTH BANCORPORATION BYLAWS


                               ARTICLE 1 - OFFICES



SECTION 1.1:   PRINCIPAL EXECUTIVE OFFICE AND OTHER OFFICES

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


               ARTICLE 2 - SHAREHOLDER MEETINGS


SECTION 2.1:   ANNUAL MEETING

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


SECTION 2.2:   SPECIAL MEETINGS

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

SECTION 2.3:   PLACE OF MEETING

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

SECTION 2.4:   NOTICE OF MEETING: FORM; CONTENTS; DELIVERY METHOD; DELIVERY TIME

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

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

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

                                       2
<PAGE>

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

SECTION 2.5:   FIXING OF RECORD DATE

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

SECTION 2.6:   VOTING LISTS

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


                                       3
<PAGE>

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

SECTION 2.7:   QUORUM

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

SECTION 2.8:   PROXIES

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

SECTION 2.9:   VOTING OF SHARES

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

                                       4
<PAGE>

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

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

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

SECTION 2.10:  VOTING OF SHARES BY CERTAIN HOLDERS

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

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

                                       5
<PAGE>

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

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

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

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

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

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

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

SECTION 2.11:  INSPECTORS

                                       6
<PAGE>

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

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

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

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

                                       7
<PAGE>

SECTION 2.12:  NOTICE OF SHAREHOLDER BUSINESS AND NOMINATIONS

               (A)  Annual Meetings of Shareholders.
                    -------------------------------

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

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

                                       8
<PAGE>

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

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

               (B)  Special Meetings of Shareholders.

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

                                       9
<PAGE>

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

               (C)  General.
                    --------

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

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

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

                                       10
<PAGE>

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


               ARTICLE 3 - BOARD OF DIRECTORS


SECTION 3.1:   GENERAL POWERS

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


SECTION 3.2:   NUMBER, TENURE, AND QUALIFICATIONS

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

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

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

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

                                       11
<PAGE>

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


SECTION 3.3:   REGULAR MEETINGS

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

SECTION 3.4:   SPECIAL MEETINGS

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


SECTION 3.5:   PARTICIPATION BY CONFERENCE TELEPHONE

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

SECTION 3.6:   ACTION BY CONSENT WITHOUT A MEETING

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

                                       12
<PAGE>

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

SECTION 3.7:   NOTICE

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

SECTION 3.8:   FEES

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

SECTION 3.9:   QUORUM

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

SECTION 3.10:  MANNER OF ACTING

                                       13
<PAGE>

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

SECTION 3.11:  VACANCIES

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

SECTION 3.12:  COMMITTEES OF THE BOARD

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

SECTION 3.13:  EMERITUS BOARD OF DIRECTORS

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

                                       14
<PAGE>

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

                              ARTICLE 4 - OFFICERS

SECTION 4.1:   GENERAL

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

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


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

                                       15
<PAGE>

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

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

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

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

                                       16
<PAGE>

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

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

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

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

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

SECTION 4.2:   CHIEF EXECUTIVE OFFICER

                                       17
<PAGE>

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

SECTION 4.3:   CHAIRMAN OF THE BOARD

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

SECTION 4.4:   PRESIDENT

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

SECTION 4.5:   OTHER EXECUTIVE OFFICERS

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

                                       18
<PAGE>

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

SECTION 4.6:   VICE PRESIDENTS

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

SECTION 4.7:   CHIEF ACCOUNTING OFFICER OR CONTROLLER

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

SECTION 4.8:   THE SECRETARY

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

                                       19
<PAGE>

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

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

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

SECTION 4.10:  MANAGEMENT COMMITTEE

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

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

                           ARTICLE 5 - SHARES; PROXIES

SECTION 5.1:   CERTIFICATES FOR SHARES

                                       20
<PAGE>

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

SECTION 5.2:   TRANSFER OF SHARES

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

SECTION 5.3:   PROXIES

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

                                       21
<PAGE>

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

                             ARTICLE 6 - FISCAL YEAR

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

                      ARTICLE 7 - DIVIDENDS; RECORD DATE

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

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

                               ARTICLE 8 - SEAL

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

                                       22
<PAGE>

                         ARTICLE 9 - WAIVERS OF NOTICE

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

                       ARTICLE 10 - AMENDMENTS TO BYLAWS

SECTION 10.1:  POWER OF DIRECTORS TO AMEND

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

SECTION 10.2:  POWER OF SHAREHOLDERS TO AMEND

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

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

                                       23
<PAGE>

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

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

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

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

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

                                       24
<PAGE>

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

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

                                       25