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


SECTION 2.5:    FIXING OF RECORD DATE

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


SECTION 2.6:    VOTING LISTS

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

                                      -3-
<PAGE>
 
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. 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.
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
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.

                                      -4-
<PAGE>
 
        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.

        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.

                                      -5-
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        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

        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.

                                      -6-
<PAGE>
 
        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

                                      -8-
<PAGE>
 
amended (the "Exchange 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.  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

                                      -9-
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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 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.

                                      -10-
<PAGE>
 
                        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)     (i)  Any director who has reached the age of 70 years shall
                     retire from the Board of Directors effective as of the date
                     of such 70th birthday.


                (ii) Any director who has retired or otherwise become
                     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 shall submit a written
                     letter of resignation to the Secretary of the corporation
                     effective as of the effective date of such retirement or
                     permanent separation. Such letter of resignation shall be
                     considered by the Director Affairs Committee and the Board
                     of Directors as provided in subsection (f) below.

                                      -11-
<PAGE>
 
        (d) Any director who has 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 the corporation on an ongoing basis shall
be deemed to have retired on the date on which the remaining outside directors 
have determined that such director is so disabled. For purposes of these bylaws
a director will not be considered an "outside" director if he or she is, at the
time of determination, an employee of the corporation or any of its
subsidiaries.

        (e) Any director who is an officer of the corporation, or of any 
subsidiary thereof, shall resign as a director effective on the earliest date on
which he or she is neither an officer of the corporation nor an officer of any 
subsidiary thereof.

        (f) On recommendation of the Director Affairs Committee, the Board of 
Directors may elect not to accept the resignation of a director described in 
subsection (c)(ii) or (e) above, and may advise such director that he or she may
serve out the remainder of his or her three-year term, or any portion thereof, 
as may be specified by the Board of Directors on recommendation of the Director 
Affairs Committee. Any such director shall also be eligible for renomination as 
a member of the Board of Directors, in the event that he or she is still a 
director at the expiration of his or her term, for one additional three-year 
term, or portion thereof, as may be specified by the Board of Directors on 
recommendation of the Director Affairs Committee. In the case of any 
determination by the Board of Directors to permit a director to serve less than 
all of a three-year term or remaining portion thereof, the Board may 
periodically extend the permitted service period for one or more additional 
periods up to the end of the applicable term. Notwithstanding any determination 
to permit continued service by a director as provided in this subsection (f), 
such director shall resign on his or her 70th birthday as provided in subsection
c(i) above.

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

                                      -12-
<PAGE>
 
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 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.

                                      -13-
<PAGE>
 
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

        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.

                                      -14-
<PAGE>
 
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 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, 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.

                                      -15-
<PAGE>
 
        (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; provided, however, that nothing herein contained is intended to
have any bearing on whether or not an officer of the corporation is an
"executive officer" of the corporation for any purpose other than for convenient
reference in these bylaws, including but not limited to the purpose of
determining whether or not any officer of the corporation is an "officer" within
the meaning of (S) 16 of the Exchange Act or an "executive officer" under
Regulation O of the Federal Reserve Board. Their "order of authority" shall be
the order designated by resolution of the Board of Directors or, if not so
designated by the Board of Directors, as designated by the Chief Executive
Officer.

        (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" provided in
these bylaws for the more or 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.

        (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 in offices above the level of Senior Vice
President becoming vacant 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

        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.

                                      -17-
<PAGE>
 
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 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.

                                      -18-
<PAGE>
 
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 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.

                                      -19-
<PAGE>
 
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.

                                      -20-
<PAGE>
 
                          ARTICLE 5 - SHARES; PROXIES
                          ---------------------------

SECTION 5.1:    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 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.

                                      -21-
<PAGE>
 
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 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.

                                      -22-
<PAGE>
 
                               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."


                         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:

                                      -23-
<PAGE>
 
                (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;

                (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.

                                      -24-
<PAGE>
 
        (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 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-