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The following is an excerpt from a 10-K SEC Filing, filed by AMSOUTH BANCORPORATION on 3/28/2002.
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AMSOUTH BANCORPORATION - 10-K - 20020328 - NOTES_TO_FINANCIAL_STATEMENT

Note 1 to the Consolidated Financial Statements includes a summary of how
derivative instruments used for interest rate risk management are accounted for in the financial statements. In 2001, the accounting for these instruments changed to comply with the requirements of Statement 133, which was adopted by AmSouth on January 1, 2001. The new accounting requirements are discussed in Note 1 as well.

Interest Rate Risk Management

As part of managing interest rate risk, AmSouth uses a variety of derivative instruments to protect against the risk of interest rate movements on the value of certain assets and liabilities or on future cash flows. The nature and volume of derivative instruments used by AmSouth to manage interest rate risk related to loans, deposits and long-term debt depend on the level and type of these on-balance sheet items and AmSouth's risk management strategies given the current and anticipated interest rate environment.

Fair Value Hedging Strategy AmSouth has entered into interest rate swap agreements for interest rate risk exposure management purposes. The interest rate swap agreements utilized by AmSouth effectively modify AmSouth's exposure to interest rate risk by converting a portion of AmSouth's fixed-rate certificates of deposit to floating rate. AmSouth also has interest rate swap agreements which effectively convert portions of its fixed-rate long-term debt to floating rate. For the year ended December 31, 2001, AmSouth recognized income of $544,000 related to the ineffective portion of its hedging instruments. This income is reflected in other noninterest revenue.

Cash Flow Hedging Strategy AmSouth has entered into interest rate swap agreements that effectively convert a portion of its floating-rate loans to a fixed-rate basis, thus reducing the impact of interest rate changes on future interest income. Approximately $725,000,000 of AmSouth's loans were designated as the hedged items to the interest rate swap agreements at December 31, 2001. For the year ended December 31, 2001, AmSouth recognized income of $26,000 related to the ineffective portion of its hedging instruments. This income is reflected in other noninterest revenue. At January 1, 2001, AmSouth recorded an increase of $5,650,000 in other comprehensive income related to cash flow hedges as a part of the Statement 133 transition adjustment. During 2001, AmSouth reclassified $2,031,000 out of this transition adjustment and into earnings as a result of the receipt of variable interest on its hedged variable rate loans. At December 31, 2001, AmSouth had $18,569,000 of other comprehensive income resulting from its cash flow hedges. During 2002, AmSouth expects to reclassify out of other comprehensive income and into earnings approximately $15,627,000 due to the receipt of variable interest on its hedged variable rate loans.

At December 31, 2000, AmSouth had approximately $3.0 billion of receive fixed pay variable rate swaps and approximately $293 million of receive variable pay fixed rate swaps. AmSouth also had approximately $80.2 million notional amount of interest rate caps and floors at year-end 2000. The fair value of these derivative instruments was not included in the statement of condition at the end of last year. Of the interest rate contracts held by AmSouth at December 31, 2000, contracts with a notional amount of $925 million were being used to hedge designated commercial loans, $25 million notional amount hedged designated investment securities, $1.1 billion notional amount hedged designated certificates of deposit and $625 million notional amount hedged specific long-term debt. At December 31, 2000, AmSouth also had deferred gains of approximately $11.9 million and deferred losses of $402 thousand related to terminated interest rate swaps. These deferred gains and losses are recognized as basis adjustments to existing assets and liabilities.

49

NOTE 14 - COMMITMENTS AND CONTINGENCIES

AmSouth and its subsidiaries lease land, premises and equipment under cancelable and noncancelable leases, some of which contain renewal options under various terms. The leased properties are used primarily for banking purposes.

The total rental expense on operating leases for the years ended December 31, 2001, 2000 and 1999 was $58,431,000, $68,574,000 and $72,984,000, respectively. Rental income on bank premises for 2001, 2000 and 1999 was $6,967,000, $7,089,000 and $14,102,000, respectively. There were no material contingent rental expenses for 2001, 2000 or 1999.

Future minimum payments, in thousands, by year and in the aggregate, for noncancelable operating leases with initial or remaining terms of one year or more consisted of the following at December 31, 2001:

--------------------------------------------------------------------------------
2002                                                                $     44,590
2003                                                                      41,657
2004                                                                      36,289
2005                                                                      27,687
2006                                                                      25,104
Thereafter                                                               148,072
                                              ----------------------------------
                                                                    $    323,399
================================================================================

AmSouth and its subsidiaries are contingently liable with respect to various loan commitments and other contingent liabilities in the normal course of business. AmSouth's maximum exposure to credit risk for loan commitments(unfunded loans and unused lines of credit) and standby letters of credit at December 31, 2001, was as follows (in thousands):

--------------------------------------------------------------------------------
Commitments to extend credit                                        $ 19,030,193
Standby letters of credit                                           $  2,335,997
--------------------------------------------------------------------------------

The credit risk associated with loan commitments and standby letters of credit is essentially the same as that involved in extending loans to customers and is subject to AmSouth's credit policies. Collateral is obtained based on management's assessment of the customer.

Various legal proceedings are pending against AmSouth and its subsidiaries. Some of these proceedings seek relief or allege damages that are substantial. The actions arise in the ordinary course of AmSouth's business and include actions relating to its imposition of certain fees, lending, collections, loan servicing, deposit taking, investment, trust, and other activities. Because some of these actions are complex, and for other reasons, it may take a number of years to finally resolve them. Although it is not possible to determine with certainty AmSouth's potential exposure from these proceedings, based upon legal counsel's opinion, management considers that any liability resulting from the proceedings would not have a material impact on the financial condition or results of operations of AmSouth.

NOTE 15 - SHAREHOLDERS' EQUITY

AmSouth offers a Dividend Reinvestment and Common Stock Purchase Plan, whereby shareholders can reinvest dividends to acquire shares of common stock. Shareholders may also invest additional cash up to $5,000 per quarter with no brokerage commissions or fees charged.

On March 20, 1997, AmSouth's Board approved the repurchase by AmSouth of up to 13,500,000 shares of its common stock. During 1999, AmSouth purchased 1,352,000 shares at a cost of $41,247,000 under this plan. The authorization expired in March 1999.

50

On April 15, 1999, AmSouth's Board approved the repurchase by AmSouth of approximately 13,100,000 shares of its common stock. From April 15, 1999 to May 30, 1999, AmSouth purchased 655,000 shares at a cost of $20,398,000 under this plan. The authorization was rescinded by the Board on May 31, 1999. On April 15, 1999, AmSouth's Board also approved a three-for-two common stock split in the form of a 50 percent stock dividend. The stock dividend was paid May 24, 1999, to shareholders of record as of April 30, 1999.

On April 15, 1999, AmSouth's shareholders approved an increase in the common stock authorized to be issued by AmSouth to 350,000,000 shares. On September 16, 1999, in an action related to its merger with First American, AmSouth's shareholders approved an increase in the common stock authorized to be issued by AmSouth from 350,000,000 to 750,000,000 shares.

On April 20, 2000, AmSouth's Board approved the repurchase by AmSouth of approximately 35,000,000 shares of its common stock over a two-year period. During 2001 and 2000, AmSouth purchased 12,263,000 and 22,322,000 shares, respectively, at a cost of $219,888,000 and $369,696,000 under this plan, respectively.

On September 19, 2001, AmSouth's Board approved the repurchase by AmSouth of approximately 25,000,000 shares of common stock over a two-year period. Through December 31, 2001, 2,270,000 shares had been repurchased at a cost of $41,157,000, under this authorization.

At December 31, 2001, there were 3,734,800 shares reserved for issuance under the Dividend Reinvestment and Common Stock Purchase Plan, 57,628,500 shares reserved for issuance under stock compensation plans (21,332,000 shares represent stock options outstanding) and 584,400 shares reserved for issuance under the employee stock purchase plan for a total of 61,947,700 shares.

In 2001, AmSouth increased its dividend per share to $0.85 per common share, compared to $0.81 in 2000 and $0.71 in 1999.

At December 31, 2001, other comprehensive income included $18,569,000 associated with the effective portion of AmSouth's cash flow hedges and $6,432,000 of net unrealized gains on AFS securities. At December 31, 2000, other comprehensive loss reflected $107,550,000 of net unrealized losses on AFS securities. Included in the net unrealized gains and the net unrealized losses on AFS securities at December 31, 2001 and 2000, respectively, was $57,482,000 and $114,606,000, respectively, of unrealized securities losses associated with the transfer of AFS securities to HTM at the time of AmSouth's merger with First American. These unrealized securities losses are being amortized over the estimated lives of the transferred securities.

NOTE 16 - EARNINGS PER COMMON SHARE

The following table sets forth the computation of earnings per common share and diluted earnings per common share:

------------------------------------------------------------------------------------------------------
(Dollars in thousands)                            2001                2000                1999
------------------------------------------------------------------------------------------------------
Earnings per common share computation:
   Numerator:
     Net income                                   $  536,346          $ 329,127           $ 340,468
   Denominator:
     Average common shares outstanding               367,404            382,031             391,136
Earnings per common share                             $ 1.46               $.86                $.87
Diluted earnings per common share computation:
   Numerator:
     Net income                                   $  536,346          $ 329,127           $ 340,468
   Denominator:
     Average common shares outstanding               367,404            382,031             391,136
     Dilutive shares contingently issuable             3,544              2,646               5,379
                                                  ----------------------------------------------------
     Average diluted common shares outstanding       370,948            384,677             396,515
Diluted earnings per common share                     $ 1.45               $.86                $.86
------------------------------------------------------------------------------------------------------

51

The effect from assumed exercise of 4.5 million, 13.0 million and 6.1 million of stock options was not included in the computation of diluted earnings per common share for 2001, 2000 and 1999, respectively, because such shares would have had an antidilutive effect on earnings per share.

NOTE 17 - LONG-TERM INCENTIVE COMPENSATION PLANS

AmSouth has long-term incentive compensation plans which permit the granting of incentive awards in the form of stock options, restricted stock awards and stock appreciation rights. Generally, the terms of these plans stipulate that the exercise price of options may not be less than the fair market value of AmSouth's common stock at the date the options are granted. Options granted generally vest between one and three years from the date of the grant. All of the options granted during 2001 expire ten years from the date of grant. All other options granted generally expire not later than ten years from the date of the grant.

FASB Statement 123 requires pro forma information regarding net income and earnings per share. This pro forma information has been determined as if AmSouth had accounted for its employee stock options under the fair value method of that statement. The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions for 2001, 2000 and 1999, respectively: a risk-free interest rate of 5.00%, 6.83% and 5.29%, a dividend yield of 4.99%, 5.04% and 2.61%, a volatility factor of 31.51%, 23.83% and 19.24%, and a weighted-average expected life of the options of 7.0, 7.0 and 6.4 years. The weighted-average fair value of options granted during 2001, 2000 and 1999 was $3.79, $3.21 and $8.82, respectively.

For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting period. AmSouth's pro forma information follows (in thousands except for earnings per share information):

-------------------------------------------------------------------------------------------------------
                                                  2001                2000                  1999
-------------------------------------------------------------------------------------------------------
Net income:
   As reported                                    $ 536,346           $ 329,127             $ 340,468
   Pro forma                                        513,656             319,120               315,232
Earnings per common share:
   As reported                                       $ 1.46                $.86                  $.87
   Pro forma                                           1.40                 .84                   .81
Diluted earnings per common share:
   As reported                                       $ 1.45                $.86                  $.86
   Pro forma                                           1.38                 .83                   .80
   ----------------------------------------------------------------------------------------------------

52

The following table summarizes AmSouth's stock option activity and related information during 1999, 2000 and 2001:

--------------------------------------------------------------------------------
                                   Number       Option Price    Weighted-Average
                                  of Shares      per Share       Exercise Price
-------------------------------- ------------ ----------------- ----------------
Balance at January 1, 1999       11,253,200    $ 2.47 - $27.49       $12.83
Options exercised                (1,964,123)     2.47 -  24.52        20.88
Options forfeited                  (866,531)     3.69 -  27.49        17.18
Options granted                   5,576,049     22.08 -  32.92        23.31
                                 ------------ ----------------- ----------------
Balance at December 31, 1999     13,998,595      2.91 -  32.92        16.94
Options exercised                (2,319,473)     2.91 -  17.84         9.31
Options forfeited                (2,855,369)     6.11 -  27.49        20.12
Options granted                   7,821,044     12.00 -  19.19        16.08
                                 ------------ ----------------- ----------------
Balance at December 31, 2000     16,644,797      3.17 -  32.92        17.01
Options exercised                (1,127,404)     3.17 -  19.78         8.89
Options forfeited                  (694,772)     6.81 -  32.92        18.54
Options granted                   6,509,400     16.04 -  19.96        17.06
                                 ------------ ----------------- ----------------
Balance at December 31, 2001     21,332,021    $ 4.31 - $32.92       $17.28
================================================================================

Of the options outstanding at December 31, 2001, those options granted since October 1, 1999, had vesting periods between one and three years from the date of grant. All other options outstanding were exercisable. At December 31, 2001 and 2000, options exercisable totaled 8,157,132 and 8,668,858, respectively, and had a weighted-average exercise price per share of $18.07 and $17.07, respectively.

The following table presents the weighted-average remaining life as of December 31, 2001, for options outstanding within the stated exercise price ranges.

-----------------------------------------------------------------------------------------------------
                                      Outstanding                               Exercisable
---------------- ----------------------------------------------------- ------------------------------
Exercise Price      Number of    Weighted-Average    Weighted-Average    Number of   Weighted-Average
Range Per Share      Options      Exercise Price      Remaining Life      Options     Exercise Price
---------------- -------------- ------------------ ------------------- ------------------------------
$ 4.31 - $ 6.34       306,327         $ 6.01            1.62 years         306,327        $ 6.01
  6.82 -   9.30     1,121,359           8.44            2.56 years       1,121,359          8.44
 10.52 -  15.50     2,111,952          12.92            4.66 years       2,063,285         12.87
 15.80 -  23.50    14,654,982          16.94            8.43 years       1,910,427         19.55
 23.94 -  32.92     3,137,401          26.01            7.05 years       2,755,734         26.20
-----------------------------------------------------------------------------------------------------

AmSouth also has issued common stock as restricted stock awards to key officers with the restriction that they remain employed with AmSouth for periods of three years or longer. The following table summarizes AmSouth's restricted stock grants and the weighted-average fair values at grant date:

--------------------------------------------------------------------------------
                                                   2001        2000       1999
--------------------------------------------------------------------------------
Shares granted                                   1,047,995    75,412     797,012
Weighted-average fair value of restricted
  stock granted during the year                     $17.09    $15.50      $24.97
--------------------------------------------------------------------------------

53

At December 31, 2001, there were no stock appreciation rights outstanding.

NOTE 18 - REGULATORY CAPITAL REQUIREMENTS AND RESTRICTIONS

Capital is the primary tool used by regulators to monitor the financial health of insured banks and savings institutions. The Federal Reserve Board and the Federal Deposit Insurance Corporation have historically had similar capital adequacy guidelines involving minimum leverage capital and risk-based capital requirements. Under the capital adequacy guidelines and the regulatory framework for prompt corrective action, AmSouth and its banking subsidiary must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Based on the risk-based capital rules and definitions prescribed by the banking regulators, should an institution's capital ratios decline below predetermined levels, it would become subject to a series of increasingly restrictive regulatory actions. AmSouth and its subsidiary bank are required to have core capital (Tier 1) of at least 4% of risk-weighted assets, total capital of 8% of risk-weighted assets and a leverage ratio of 3% of adjusted quarterly average assets. Tier 1 capital consists principally of shareholders' equity, excluding unrealized gains and losses on securities available-for-sale and cash flow hedges, less goodwill and certain other intangibles. Total capital consists of Tier 1 capital plus certain debt instruments and the reserve for credit losses, subject to limitation. The regulations also define well capitalized levels of Tier 1 capital, total capital and leverage as ratios of 6%, 10% and 5%, respectively, for banking entities. AmSouth's banking subsidiaries had Tier 1 capital, total capital and leverage ratios above the well-capitalized levels at December 31, 2001 and 2000. Management believes that no changes in conditions or events have occurred since December 31, 2001, which would result in changes that would cause AmSouth Bank to fall below the well-capitalized level. The actual capital ratios and amounts for AmSouth and AmSouth Bank are as follows:

----------------------------------------------------------------------------------------------
                                                2001                           2000
-------------------------          ----------------------------    ---------------------------
(Dollars in thousands)                Amount            Ratio         Amount            Ratio
-------------------------          -------------  ---   ------    ------------  ---    -------
Tier 1 capital:
   AmSouth                         $ 2,622,356          7.72%      $ 2,576,671           7.66%
   AmSouth Bank                      3,289,428          9.71         3,232,835           9.64
                                   -------------        ------     ------------        -------
Total capital:
   AmSouth                         $ 3,721,005          10.96%     $ 3,731,086          11.09%
   AmSouth Bank                      3,963,728          11.70        3,913,269          11.67
                                   -------------        ------     ------------        -------
Leverage:
   AmSouth                         $ 2,622,356          6.98%      $ 2,576,671           6.72%
   AmSouth Bank                      3,289,428          8.73         3,232,835           8.44
==============================================================================================

Certain restrictions exist regarding the ability of the banking subsidiary to transfer funds to the parent company as loans, advances or dividends. The subsidiary bank can initiate dividend payments in 2002, without prior regulatory approval, of an amount equal to $16 million plus its net profits for 2002, as defined by statute. Substantially all of the parent company's retained earnings at December 31, 2001 and 2000, represented undistributed earnings of its banking subsidiary.

54

NOTE 19 - PENSION AND OTHER EMPLOYEE BENEFIT PLANS

AmSouth sponsors a noncontributory defined benefit pension plan, covering substantially all regular full-time employees. Benefits are generally based on years of service and the employee's earnings during the five consecutive calendar years out of the last ten years of employment that produce the highest average. Actuarially determined pension costs are charged to current operations using the projected unit credit method. AmSouth's funding policy is to contribute an amount that meets the minimum funding requirements set forth in the Employee Retirement Income Security Act of 1974, plus such additional amounts as the corporation determines to be appropriate.

In addition to pension benefits, AmSouth provides postretirement medical plans to all current employees and provides certain retired and grandfathered retired participants with postretirement healthcare benefits. Postretirement life insurance is also provided to a grandfathered group of employees and retirees. Costs associated with these postretirement benefit plans are charged to operations based on actuarial calculations. The following table summarizes the change in benefit obligation and plan assets and the funded status of the pension and other postretirement plans for 2001 and 2000:

                                                                                     Other Postretirement
                                                         Retirement Plans                 Benefits
--------------------------------------------             ---------------------    -------------------------
(Dollars in thousands)                                      2001        2000          2001         2000
--------------------------------------------             ---------   ---------    -----------   -----------
Change in benefit obligation:
   Benefit obligation at beginning of period             $ 473,338   $ 477,880      $ 44,006     $ 30,989
   Service cost                                             15,304      13,731         1,148        1,174
   Interest cost                                            37,253      34,210         3,313        3,196
   Curtailments                                                -0-      (4,764)          -0-          -0-
   Amendments                                                7,466     (16,968)          -0-          -0-
   Actuarial loss/(gain)                                    10,046       3,943        (1,473)       11,837
   Benefits and expenses paid                              (22,348)    (34,694)       (2,442)      (3,190)
                                                         ---------   ---------    ----------   ------------
   Benefit obligation at end of period                     521,059     473,338        44,552       44,006
                                                         ---------   ---------    ----------   ------------
Change in plan assets:
   Fair value of plan assets at
     beginning of period                                   644,079     652,204         3,838        3,509
   Actual return on plan assets                            (58,469)     19,391           180          578
   Company contribution                                        554       7,178           -0-          -0-
   Benefits and expenses paid                              (22,348)    (34,694)         (171)        (249)
                                                         ---------   ---------    ----------   ------------
Fair value of plan assets at end of period                 563,816     644,079         3,847        3,838
                                                         ---------   ---------    ----------   ------------
   Funded status of the plan                                42,757     170,741      (40,705)     (40,168)
   Unrecognized actuarial loss/(gain)                       58,142     (75,329)      14,253       15,849
   Unamortized prior service (credit)/cost                  (1,421)     (9,199)         371          (49)
   Unrecognized net transition obligation                    1,925       2,065        2,431        2,709
                                                         ---------   ---------    ----------   ------------
Prepaid/(accrued) benefit cost                           $ 101,403    $ 88,278    $ (23,650)   $ (21,659)
                                                         =========   =========    ==========   ============
Amounts recognized in the statement of condition:

   Prepaid benefit cost                                  $ 117,748   $ 102,172         $ 702        $ 795
   Accrued benefit liability                               (20,917)    (17,145)      (24,352)     (22,454)
   Intangible assets                                         4,572       3,251           -0-          -0-
                                                         ---------   ---------    ----------   ------------
Net amount recognized                                    $ 101,403    $ 88,278    $ (23,650)   $ (21,659)
                                                         =========   =========    ==========   ============
Assumptions for the measurement period:
   Discount rate                                             7.50%       7.75%         7.50%        7.75%
   Expected return on plan assets                             9.50        9.50          6.50         6.50
   Rate of compensation increase                              5.25        5.50          N/A          N/A
   ------------------------------------------            ---------   ---------    ----------   ------------

55

Net periodic benefit (credit)/cost includes the following components for the years ended December 31:

-----------------------------------------------------------------------------------------------------------
                                                            Retirement             Other Postretirement
                                                              Plans                      Benefits
-----------------------------------------------------------------------------------------------------------
(In thousands)                                      2001            2000   1999       2001   2000    1999
-----------------------------------------------------------------------------------------------------------
Service cost                                     $  15,304     $ 13,731  $ 15,688  $ 1,148  $ 1,174 $ 1,176
Interest cost                                       37,253       34,210    34,560    3,313    3,196   2,283
Expected return on plan assets                     (62,211)     (59,600)  (56,283)    (242)    (222)   (227)
Amortization of prior service (credit)/cost           (311)      (1,007)    1,569     (419)  (1,091) (1,091)
Amortization of transitional obligation/(asset)        140         (709)     (700)     278      278     278
Recognized actuarial (gain)/loss                    (2,597)      (5,213)   (2,982)     946      969     262
                                                  ---------------------------------------------------------
Net periodic benefit (credit)/cost               $ (12,422)    $(18,588) $ (8,148) $ 5,024  $ 4,304 $ 2,681
                                                  =========================================================
Additional (gain)/loss recognized due to:
   Curtailment                                   $      -0-    $ (4,450) $  1,738  $    -0- $    -0-$    -0-
   Settlement                                           -0-          -0-    1,165       -0-      -0-     -0-
   Special termination benefits                         -0-          -0-    5,461       -0-      -0-     -0-
   ========================================================================================================

During 2000, AmSouth experienced a net curtailment gain of $4.5 million. The gain was primarily the result of employee terminations associated with the First American merger. This gain was recorded as a reduction to merger and integration costs. During 1999, AmSouth experienced a net curtailment loss of $1.7 million, a net settlement loss of $1.2 million and costs of special termination benefits of $5.5 million in its retirement plans. These losses were primarily the net result of employee terminations and change of control provisions associated with the First American merger. These losses were recorded as merger and integration costs.

For measurement purposes, the increase in the per capita cost of covered healthcare benefits varies by medical benefit and date of retirement. For retirements after December 31, 1992, AmSouth's subsidies for all medical benefits will be capped at a level dollar amount in approximately four years. For retirements before January 1, 1993, the rates are graded, starting at 7.8% in 2000 and dropping to an ultimate rate of 5.0% in six years. Assumed healthcare cost trend rates have an insignificant effect on the costs and the liabilities reported for the healthcare plan. A one-percentage point change in assumed healthcare cost trend rates would have the following effects:

--------------------------------------------------------------------------------
                                                1-Percentage       1-Percentage
(In thousands)                                 Point Increase     Point Decrease
--------------------------------------------------------------------------------
Effect on total of service cost and
   interest cost components                      $ 67               $ (58)
Effect on postretirement benefit obligation       833                (744)
--------------------------------------------------------------------------------

The Qualified Retirement Plan has a portion of its investments in AmSouth common stock. The number of shares and the market value of the common stock were 1,080,307 and $20,417,802, respectively, as of December 31, 2001. Dividends paid on the AmSouth common stock totaled $907,458 during the current year.

AmSouth also maintains a thrift plan and an employee stock purchase plan that cover substantially all regular full-time employees. AmSouth matches pretax contributions dollar for dollar on the first 6% of base pay that each employee contributes to the thrift plan. After-tax contributions to the thrift plan are matched at 50 cents for every dollar contributed by an employee through the first 6% of base pay. Employees may make both pretax and after-tax contributions, but no matching contributions are made on any employee contributions above 6%, with pretax contributions being matched first. All

56

company-matching contributions are made in AmSouth common stock and allocated to the AmSouth common stock investment option. First American had a combination savings, thrift and profit-sharing plan (FIRST Plan) available to all employees (except the employees of IFC and hourly paid and special exempt-salaried employees). The FIRST Plan has been terminated and the employees are participating in AmSouth's thrift plan. The cost of the thrift plans for the years ended December 31, 2001, 2000 and 1999 was $15.7 million, $16.6 million and $10.2 million, respectively. Under the employee stock purchase plan, an employee may invest up to $2,000 each calendar year in purchases of AmSouth common stock and AmSouth will contribute a matching 25% toward the purchase. Additional purchases of up to $8,000 may be made on an unmatched basis with no administrative or brokerage fees charged. Under the employee stock purchase plan, 227,158 and 313,332 shares of AmSouth common stock were purchased during 2001 and 2000, respectively, with weighted-average fair values of $17.57 and $15.07, respectively.

NOTE 20 - INCOME TAXES

-------------------------------------------------------------------------------------------
The provisions for income taxes charged to earnings are summarized as follows:

-------------------------------------------------------------------------------------------
                                                          Years Ended December 31
(In thousands)                                       2001            2000            1999
-------------------------------------------------------------------------------------------
Current tax expense (benefit):
   Federal                                        $ 41,916        $ (13,370)      $ 140,910
   State                                               521               651          3,159
                                                -------------------------------------------
                                                    42,437          (12,719)        144,069
                                                -------------------------------------------
Deferred tax expense:
   Federal                                         170,099           130,833         50,421
   State                                            21,730             7,321          6,413
                                                -------------------------------------------
                                                   191,829           138,154         56,834
                                                -------------------------------------------
                                                 $ 234,266         $ 125,435      $ 200,903
===========================================================================================

The differences between the actual income tax expense and the amount computed by applying the statutory federal income tax rate to income before income taxes are as follows:

----------------------------------------------------------------------------------------------
                                                                 Years Ended December 31
(In thousands)                                                   2001      2000       1999
----------------------------------------------------------------------------------------------
Tax at federal income tax rate                               $ 269,714  $ 159,097  $ 189,480
State and local income taxes, net of federal benefits           14,464      5,182      6,222
Acquisition cost                                                    -0-     1,290     19,505
Goodwill amortization                                            9,899     17,341     11,426
Tax exempt interest                                             (9,756)    (9,584)   (10,289)
Bank owned life insurance                                      (21,775)   (19,889)   (13,166)
Restructuring of leveraged lease portfolio                     (24,514)   (22,853)        -0-
Other                                                           (3,766)    (5,149)    (2,275)
                                                              ------------------------------
                                                             $ 234,266  $ 125,435  $ 200,903
============================================================================================

57

The significant temporary differences that created deferred tax assets and liabilities at December 31 are as follows:

----------------------------------------------------------------------------------------------------------
                                                                        Years Ended December 31
(In thousands)                                                            2001                      2000
----------------------------------------------------------------------------------------------------------
Deferred tax assets:
   Loan loss reserves                                                  $ 141,365                 $ 148,754
   Employee benefits                                                     (1,373)                     7,598
   Accrued expenses                                                        4,210                     8,307
   Mortgage servicing rights                                              11,180                     8,208
   Federal tax credit carryforwards                                       33,372                    25,184
   State net operating loss carryforwards                                 21,271                    20,095
   Other                                                                  22,752                    23,604
                                                              --------------------------------------------
                                                                         232,777                   241,750
                                                              --------------------------------------------
Deferred tax liabilities:
   Leasing activities                                                  (687,724)                 (516,485)
   Depreciation                                                         (10,478)                  (12,720)
   Purchase accounting                                                   (6,675)                   (7,365)
   Statement 115 equity adjustment                                      (38,412)                   (1,817)
   Deferred loan fees                                                    (2,146)                       650
   Other                                                                (22,772)                  (16,881)
                                                              --------------------------------------------
                                                                       (768,207)                 (554,618)
                                                              --------------------------------------------
   Net deferred tax liability                                        $ (535,430)               $ (312,868)
==========================================================================================================

At December 31, 2001, for income tax purposes, AmSouth had federal tax credit carryforwards of $33.4 million, of which $28.8 million are alternative minimum tax (AMT) credit carryforwards. The AMT credit carryforwards have no expiration date. The other federal tax credit carryforwards expire in 2010. AmSouth also had a deferred state tax asset of $21.3 million resulting from net operating loss carryforwards. These carryforwards begin expiring in 2005 with the last one expiring in 2021. There was no valuation allowance recorded in 2001 because it is more likely than not that all deferred tax assets will be realized.

Income taxes paid/(refunded) were $6,481,000, $(5,927,000) and $187,887,000 for the years ended December 31, 2001, 2000 and 1999, respectively. Applicable income tax expense/(benefit) of $4,213,000, $(35,833,000) and $4,283,000 on securities gains and losses for the years ended December 31, 2001, 2000 and 1999, respectively, is included in the provision for income taxes.

58

NOTE 21 - OTHER NONINTEREST REVENUES AND OTHER NONINTEREST EXPENSES
The components of other noninterest revenues and other noninterest expenses are as follows:
-------------------------------------------------------------------------------------------
                                                                   Years Ended December 31
(In thousands)                                                 2001       2000      1999
-------------------------------------------------------------------------------------------
Other noninterest revenues:
   Interchange income                                         $ 56,581   $ 50,154  $ 46,526
   Bank owned life insurance policies                           53,846     48,794    31,161
   Mortgage income                                              32,627     18,019    45,027
   Gains/(Losses) on sales of available-for-sale securities     11,204    (95,301)   11,392
   Other portfolio income/(loss)                                 1,987     (9,966)    9,956
   Gains on sales of businesses                                    -0-     19,959     8,624
   Other                                                       126,423     94,829   139,314
                                                               ----------------------------
                                                             $ 282,668  $ 126,488 $ 292,000
                                                               ============================
Other noninterest expenses:
   Postage and office supplies                                $ 49,472   $ 49,721  $ 47,960
   Communications                                               40,484     41,246    36,691
   Marketing                                                    34,812     37,408    42,420
   Amortization of intangibles                                  34,039     37,589    40,305
   Other                                                       196,342    187,300   220,419
                                                               ----------------------------
                                                             $ 355,149  $ 353,264 $ 387,795
===========================================================================================

59

NOTE 22 - BUSINESS SEGMENT INFORMATION

AmSouth has three reportable segments: Consumer Banking, Commercial Banking, and Wealth Management. Each of these units provides unique products and services to a variety of customer groups and has its own management team. Consumer Banking delivers a full range of financial services to individuals and small businesses. Services include loan products such as residential mortgages, equity lending, credit cards, and loans for automobile and other personal financing needs, and various products designed to meet the credit needs of small businesses. In addition, Consumer Banking offers various deposit products that meet customers' savings and transaction needs. Commercial Banking meets corporate and middle market customers' needs with a comprehensive array of credit, treasury management, international, and capital markets services. Included among these are several specialty services such as real estate finance, asset based lending, commercial leasing, and healthcare banking. Wealth Management is comprised of trust, institutional, retirement and broker/dealer services, and provides primarily fee-based income. This area includes not only traditional trust services, but also a substantial selection of investment management services including AmSouth's proprietary mutual fund family. Treasury & Other is comprised of balance sheet management activities that include the investment portfolio, non-deposit funding and off-balance sheet financial instruments. Treasury & Other also includes income from bank owned life insurance policies, gains and losses on sales of fixed and other assets as well as corporate expenses such as corporate overhead and goodwill amortization for all years shown. Treasury & Other for 2001 includes ineffectiveness related to hedging strategies, and for 2001 and 2000, taxable equivalent adjustments associated with lease restructuring transactions. Other items included in Treasury & Other for 2000 include the dealer securitization loss and losses on the sales of AHAD loans. Merger-related costs and net gains on sales of businesses were included in Treasury & Other for 2000 and 1999 fiscal years as well as all revenues and expenses of IFC Holdings, Inc. prior to its sale at the end of the third quarter of 2000.

Measurement of Segment Profit or Loss and Segment Assets

The bank evaluates performance and allocates resources based on profit or loss from operations. The accounting policies of the reportable segments are the same as those described in Note 1 except that AmSouth uses matched maturity transfer pricing to fairly and consistently assign funds costs to assets and earnings credits to liabilities with a corresponding offset in Treasury & Other. AmSouth allocates noninterest expenses based on various activity statistics. AmSouth is disclosing net interest income in lieu of interest income. Performance is assessed primarily on net interest income by the chief operating decision makers. Excluding the internal funding, AmSouth does not have intracompany revenues or expenses. Noninterest expenses are allocated to match revenues. The provision for loan losses for each segment reflects the net charge-offs in each segment. The difference between net charge-offs and the provision is included in Treasury & Other. Additionally, segment income tax expense is calculated using the marginal tax rate. The difference between the marginal and effective tax rate is included in Treasury & Other. Management reviews average assets by segment.

AmSouth operates primarily in the United States; accordingly, geographic distribution of revenue and long-lived assets in other countries is not significant. Revenues from no individual customer exceeded 10% of consolidated total revenues. AmSouth's segments are not necessarily comparable with similar information for any other financial institution.

60

--------------------------------------------------------------------------------------------------------------------
                                            Consumer        Commercial     Wealth         Treasury &
(In thousands)                              Banking         Banking        Management     Other          Total
--------------------------------------------------------------------------------------------------------------------
2001

Net interest income from external customers  $    522,957   $    648,555   $ (1,177)  $    224,549   $  1,394,884
Internal funding                                  511,740       (245,359)     5,694       (272,075)           -0-
                                             -----------------------------------------------------------------------
Net interest income                             1,034,697        403,196      4,517        (47,526)     1,394,884
Noninterest revenues                              351,849        105,687    207,794         82,892        748,222
                                             -----------------------------------------------------------------------
Total revenues                                  1,386,546        508,883    212,311         35,366      2,143,106
Provision for loan losses                         126,453         75,621        -0-        (14,974)       187,100
Noninterest expenses                              712,000        181,268    163,179        128,947      1,185,394
                                             -----------------------------------------------------------------------
Income/(Loss) before income taxes                 548,093        251,994     49,132        (78,607)       770,612
Income taxes                                      207,447         94,641     18,440        (86,262)       234,266
                                             -----------------------------------------------------------------------
Segment net income/(loss)                    $    340,646   $    157,353   $ 30,692   $      7,655   $    536,346
                                             =======================================================================
Average assets                               $ 15,542,400   $ 11,371,826   $ 51,128   $ 11,273,039   $ 38,238,393
                                             -----------------------------------------------------------------------
2000

Net interest income from external customers  $    435,909   $    799,757   $ (1,059)  $    144,496   $  1,379,103
Internal funding                                  516,064       (387,066)     3,874       (132,872)           -0-
                                             -----------------------------------------------------------------------
Net interest income                               951,973        412,691      2,815         11,624      1,379,103
Noninterest revenues                              322,261         89,249    204,712         53,272        669,494
                                             -----------------------------------------------------------------------
Total revenues                                  1,274,234        501,940    207,527         64,896      2,048,597
Provision for loan losses                          96,454         27,896        -0-        103,250        227,600
Noninterest expenses                              691,058        159,559    145,098        370,720      1,366,435
                                             -----------------------------------------------------------------------
Income/(Loss) before income taxes                 486,722        314,485     62,429       (409,074)       454,562
Income taxes                                      183,088        118,185     23,465       (199,303)       125,435
                                             -----------------------------------------------------------------------
Segment net income/(loss)                    $    303,634   $    196,300   $ 38,964   $   (209,771)  $    329,127
                                             =======================================================================
Average assets                               $ 15,516,752   $ 12,407,911   $ 42,106   $ 13,893,402   $ 41,860,171
                                             -----------------------------------------------------------------------
1999

Net interest income from external customers  $    357,541   $    857,754   $   (807)  $    293,456   $  1,507,944
Internal funding                                  605,462       (416,003)     1,407       (190,866)           -0-
                                             -----------------------------------------------------------------------
Net interest income                               963,003        441,751        600        102,590      1,507,944
Noninterest revenues                              334,055         90,481    183,012        240,012        847,560
                                             -----------------------------------------------------------------------
Total revenues                                  1,297,058        532,232    183,612        342,602      2,355,504
Provision for loan losses                          81,524         21,382        -0-         62,720        165,626
Noninterest expenses                              759,736        189,484    127,462        571,825      1,648,507
                                             -----------------------------------------------------------------------
Income/(Loss) before income taxes                 455,798        321,366     56,150       (291,943)       541,371
Income taxes                                      171,495        120,606     21,063       (112,261)       200,903
                                             -----------------------------------------------------------------------
Segment net income/(loss)                    $    284,303   $    200,760   $ 35,087   $   (179,682)  $    340,468
                                             =======================================================================
Average assets                               $ 15,011,516   $ 12,614,240   $ 49,512   $ 14,141,972   $ 41,817,240
--------------------------------------------------------------------------------------------------------------------

61

NOTE 23 - SECURITIZATIONS

During 2001 and 2000, AmSouth sold commercial and residential mortgage loans to third-party multi-issuer conduits. During 2000, AmSouth also sold dealer loans to third-party multi-issuer conduits and sold dealer loans and residential mortgage loans in securitization transactions. AmSouth retained servicing responsibilities in all of these sales and securitization transactions. In addition, AmSouth also retained interest in excess interest spreads and in some cases, subordinated interests. As part of the sale and securitization of loans to conduits, AmSouth provides credit enhancements to the conduits in the form of letters of credit for which liabilities of $10,693,000 and $18,461,000 were recorded at December 31, 2001 and 2000. In addition to these transactions, AmSouth also engaged in an ongoing program of selling residential mortgage loans to third parties in which no servicing or other interest was retained. During 2001 and 2000, $1,507,000,000 and $464,000,000, respectively, in residential mortgage loans were sold as part of this ongoing mortgage loan sales program, which resulted in net gains of $14,586,000 and $3,784,000, respectively.

During 2001 and 2000, AmSouth recognized $1,993,000 and $16,881,000, respectively, in gains on sales of residential mortgage loans to conduits. During 2000, AmSouth also recorded $9,323,000 in gains on sales of dealer loans to conduits, a loss of $18,531,000 on the securitization of dealer loans, and a gain of $131,000 on the securitization of mortgage loans to the Federal Home Loan Mortgage Corporation. No gains or losses were recognized on commercial loans sold to third-party conduits nor was any retained interest recorded due to the relatively short life of the commercial loans sold into the conduits (average life of 30 days). The following table summarizes the key assumptions used in the calculation of retained interests and the gain or loss on the sales and securitization transactions during 2001 and 2000 in which AmSouth retained a continuing interest in the sold and securitized loans. Since AmSouth did not sell or securitize dealer loans in 2001, these items are marked N/A in the table below. Also provided in the table below is information concerning cash flows received from and paid to third-party conduits and securitization trusts during 2001 and 2000. The assumptions used in the subsequent valuation of retained interests at December 31, 2001 and 2000, and the sensitivity of the current fair value of residual cash flows to the immediate 10 and 20 percent adverse change in the current assumptions is also provided below:

------------------------------------------------------------------------------------------------------------------------------------
                                                2001                                                  2000
------------------------------------------------------------------------  ----------------------------------------------------------
                                 Residential                               Residential                                  Residential
                                   Mortgage     Dealer      Dealer           Mortgage       Dealer         Dealer         Mortgage
(Dollars in millions)              Conduit      Conduit   Securitization      Conduit       Conduit    Securitization Securitization
------------------------------------------------------------------------  ----------------------------------------------------------
Valuation assumptions at the
   time of the transactions:
   Discount rate                 15-20%         N/A           N/A            15-20%        15%            15%           10%
   Prepayment rate               30% CPR        N/A           N/A         9-24% CPR   1.5% ABS       1.5% ABS   133-300 PSA
   Weighted average life (years) 2.75           N/A           N/A              4.46       1.70           1.55          4.61
   Expected credit losses        .14%           N/A           N/A              .22%      1.33%          1.32%           N/A

Cash flow information:
   Proceeds from sales           $100.2         N/A           N/A         $ 1,302.0  $ 1,001.1        $ 917.1       $ 131.6
   Servicing fees and retained    $48.1      $ 23.7        $ 28.6             $13.5      $11.8           $1.6          $1.7
      interests
------------------------------------------------------------------------------------------------------------------------------------

62

                                                      Residential                           Dealer
                                                   Mortgage Conduit    Dealer Conduit    Securitization
-----------------------------------------------------------------------------------------------------------
Valuation assumptions at
   December 31, 2001:
   Discount rate                                           15-20%        15%                15%
   Prepayment rate                                        30% CPR     1.5% ABS          1.65% ABS
   Weighted average life (years)                             2.67       1.08               1.11
   Expected credit losses                                    .10%       1.35%             1.08%
   Variable returns to transferees                  8 to 10 basis    8 to 10 basis         Not
                                                points over LIBOR   points over LIBOR   Applicable
Residual cash flow sensitivity:
   Fair value of servicing and retained
     interests at December 31, 2001                        $ 45.6      $ 21.9             $ 17.9

Prepayment speed:
   10% change                                               (2.5)        (1.4)             (0.1)
   20% change                                               (5.0)        (3.0)             (0.2)
Credit losses:
   10% change                                               (0.2)        (0.4)             (0.5)
   20% change                                               (0.3)        (0.8)             (0.9)

This sensitivity test is hypothetical and isolates the potential impact of changes in a single assumption on total fair value. These and other assumptions used in the calculation of fair values may in fact exhibit some positive correlation (which would potentially magnify the impact of a scenario) or may exhibit some negative correlation (which would potentially have some partial offsetting benefit). Also, changes in assumptions do not provide linear results. Thus, it is not possible to extrapolate the impact of other scenarios from these projections.

The following table presents managed loan information for those loan categories in which there have been loan sales or securitizations where AmSouth had a continuing retained interest at December 31, 2001. This information includes the total principal amount outstanding, the portion that has been derecognized and the portion that continues to be recognized in the statement of financial condition as of December 31, 2001, along with quantitative information about delinquencies and net credit losses (in millions). In addition to the sales of loans discussed above, the following table also includes mortgage loans which were securitized through REMICS in 1998:

                                                 Residential                    Equity Loans    Commercial
(Dollars in millions)                             Mortgages     Dealer Loans     and Lines        Loans
-----------------------------------------------------------------------------------------------------------
Outstanding as of December 31, 2001:
   Loans held in portfolio                          $ 1,666      $ 3,382         $ 5,404          $ 8,573
   Loans securitized/sold                             2,070          954             -0-            1,223
   REMIC (bond portfolio)                               102          -0-             174              -0-
                                                  -------------------------------------------------------
     Total managed loans                            $ 3,838      $ 4,336         $ 5,578          $ 9,796
                                                  -------------------------------------------------------
Total delinquencies as of December 31, 2001         $   135      $   141         $   158            $ 189

Delinquencies as a percent of
   ending managed loans                                3.52%        3.26%           2.83%            1.93%

Net credit losses during 2001                       $   2.1      $  53.4         $  16.1          $ 104.4
Net credit losses as a percent of
   ending managed loans                                0.05%        1.23%           0.29%            1.06%
   ------------------------------------------------------------------------------------------------------

63

NOTE 24 - CONDENSED PARENT COMPANY INFORMATION
----------------------------------------------
Statement of Condition                                         December 31
(In thousands)                                             2001           2000
----------------------------------------------         -----------    -------------
Assets
Investment in subsidiaries                             $ 3,620,387    $ 3,470,807
Investment in Eurodollars                                  125,117        119,199
Available-for-sale securities                                  399         10,522
Other assets                                                12,536         13,183
                                                       -----------    -------------
                                                       $ 3,758,439    $ 3,613,711
                                                       ===========    =============
Liabilities and Shareholders' Equity
Commercial paper                                       $     9,905    $    12,494
Subordinated debt                                          574,097        573,759
Other borrowed funds                                       127,997        129,659
Accrued interest payable and other liabilities              91,341         84,392
                                                       -----------     ------------
   Total liabilities                                       803,340        800,304
Shareholders' equity                                     2,955,099      2,813,407
                                                       -----------     ------------
                                                       $ 3,758,439    $ 3,613,711
==============================================         ===========     ============

Statement of Earnings                                                 Years Ended December 31
(In thousands)                                               2001              2000                     1999
----------------------------------------------           ---------    -----------------------       -----------
Income
   Dividends from subsidiaries                           $ 548,000             $ 586,000            $ 308,691
   Interest and other                                        5,608                 4,813               18,893
                                                         ---------      -------------------         -----------
                                                           553,608               590,813              327,584
                                                         ---------      -------------------         -----------
Expenses
   Interest                                                 43,663                51,521               46,548
   Other                                                     5,343                 5,020               66,947
                                                         ---------      -------------------         -----------
                                                            49,006                56,541              113,495
                                                         ---------      -------------------         -----------
Income before income taxes and equity in
   undistributed earnings of subsidiaries                  504,602               534,272              214,089
Income tax credit                                           15,416                18,805               17,669
                                                         ---------      ------------------          -----------
Income before equity in earnings of subsidiaries           520,018               553,077              231,758
Equity in/(Dividends in excess of) undistributed
   subsidiaries' annual earnings                            16,328             (223,950)              108,710
                                                         ---------     --------------------         -----------
   Net Income                                            $ 536,346             $ 329,127            $ 340,468
===============================================          =========     ====================         ===========

64

Statement of Cash Flows                                              Years Ended December 31
(In thousands)                                                 2001               2000               1999
-----------------------                                        ----               ----               ----
Operating Activities
   Net income                                             $ 536,346          $ 329,127          $ 340,468
   Adjustments to reconcile net income to net
     cash provided by operating activities:
     Net (gains) losses on sales of
        available-for-sale securities                        (1,187)             4,110             (6,303)
     Amortization of goodwill                                 2,385              2,385              2,406
     Other amortization and depreciation                        761                732                953
     Net decrease in accrued interest
        receivable and other assets                           9,038             12,875             80,259
     Net (decrease) increase in accrued expenses
        and other liabilities                                (6,997)           (47,655)            52,205
     (Equity in) dividends in excess of undistributed
        subsidiaries' annual earnings                       (16,328)           223,950           (108,710)
     Provision for deferred income taxes                        -0-                -0-                707
     Other operating activities, net                            -0-                -0-               (294)
                                                           --------           --------           --------
        Net cash provided by operating activities           524,018            525,524            361,691
                                                           --------           --------           --------
Investing Activities
   Net decrease (increase) in
     available-for-sale securities                           12,026             49,241            (34,230)
   Net (increase) decrease in
     other interest-earning assets                           (5,918)            40,465           (159,664)
   Net sales of premises and equipment                          294                -0-                -0-
   Net decrease in loans                                        -0-                -0-                390
   Net decrease in securities purchased under
     agreements to resell                                       -0-                -0-             61,315
                                                           --------           --------           --------
        Net cash provided (used) by investing activities      6,402             89,706           (132,189)
                                                           --------           --------           --------
Financing Activities
   Net (decrease) increase in commercial paper               (2,589)             3,745             (1,290)
   Net decrease in other borrowed funds                      (1,734)               -0-             (6,389)
   Issuance of long-term debt                                   -0-                -0-            174,539
   Payments for maturing long-term debt                         -0-                -0-           (100,000)
   Cash dividends paid                                     (311,620)          (305,383)          (183,848)
   Proceeds from employee stock plans and
     dividend reinvestment plan                              47,492             62,066             53,564
   Purchases of common stock                               (262,013)          (375,822)          (166,475)
                                                           --------           --------           --------
        Net cash used by financing activities              (530,464)          (615,394)          (229,899)
                                                           --------           --------           --------
   Decrease in cash                                             (44)              (164)              (397)
   Cash at beginning of year                                    458                622              1,019
                                                           --------           --------           --------
   Cash at end of year                                    $     414          $     458          $     622
   ==========================================              ========           ========           ========

65

NOTE 25 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

Selected quarterly results of operations for the four quarters ended December 31 are as follows:

                                               2001                                            2000
                              ----------------------------------------        ----------------------------------------
(In thousands except          Fourth     Third      Second     First          Fourth     Third      Second     First
   per share data)            Quarter    Quarter    Quarter    Quarter        Quarter    Quarter    Quarter    Quarter
--------------------          -------    -------    -------    -------        -------    -------    -------    -------
Interest income              $607,773   $648,369   $678,581   $699,817       $720,097   $782,670   $784,961   $782,698

Interest expense              232,143    302,332    335,207    369,974        399,981    444,892    432,325    414,125
Net interest income           375,630    346,037    343,374    329,843        320,116    337,778    352,636    368,573

Provision for loan losses      53,600     49,200     46,100     38,200         55,600    123,800     22,800     25,400


Net gains/(losses) on
   sales of available-for-
   sale securities              2,953      3,048      2,715      2,488          2,979   (104,749)     3,203      3,266

Income/(Loss)before
   income taxes               199,812    192,017    192,906    185,877        179,738    (72,116)   139,087    207,853
Net income/(loss)             140,521    136,093    133,521    126,211        126,559    (36,266)    99,897    138,937
Earnings/(Loss)per
   common share                   .39        .37        .36        .34            .34       (.10)       .26        .35
Diluted earnings/(loss)
   per common share               .38        .37        .36        .34            .34       (.10)       .26        .35

Cash dividends declared
   per common share               .22        .21        .21        .21            .21        .20        .20        .20

Market price range:
   High                         19.10      20.15      18.84      18.00          15.81      19.00      19.88      18.75
   Low                          16.50      16.80      15.74      15.13          11.88      12.06      14.31      12.75
--------------------          -------    -------    -------    -------        -------    -------    -------    -------
Note: Quarterly amounts may not add to year-to-date amounts due to rounding.

66

NOTE 26 - FAIR VALUE OF FINANCIAL INSTRUMENTS

For purposes of this disclosure, the estimated fair value of financial instruments with immediate and shorter-term maturities (generally 90 days or less) is assumed to be the same as the recorded book value. These instruments include the consolidated statement of condition lines captioned cash and due from banks, federal funds sold and securities purchased under agreements to resell, other interest-earning assets, federal funds purchased and securities sold under agreements to repurchase, and other borrowed funds.

The carrying amount and estimated fair value of other financial instruments at December 31 are summarized as follows (in thousands):

-----------------------------------------------------------------------------------------------------------------
                                                           2001                                2000
------------------------------------------------------------------------------  ---------------------------------
                                               Carrying            Estimated       Carrying            Estimated
                                                Amount            Fair Value        Amount            Fair Value
------------------------------------         ------------       -------------   ------------        -------------
Financial assets:
   Net loans                                 $ 24,760,886        $ 27,405,596   $ 24,236,001         $ 24,959,625
   Loans held for sale                            291,782             291,782         92,811               92,811
   Derivative asset positions                      86,988              86,988              -                    -
                                             ------------        ------------   ------------        -------------
Financial liabilities:
   Deposits                                    26,167,017          26,326,269     26,623,304           26,660,502
   Long-term FHLB advances                      5,093,834           5,362,632      4,898,308            5,092,114
   Other long-term debt                         1,008,421           1,038,058        985,097              948,221
   Derivative liability positions                  12,536              12,536              -                    -
                                               ----------        ------------   ------------        -------------
Off-balance sheet:
     Derivative instruments (net
     receivable
     position) - pre-SFAS 133                           -                   -              -               24,941
   Commitments to extend credit and
     standby letters of credit                          -              (5,674)             -               (8,879)
-----------------------------------------------------------------------------------------------------------------

Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments" (Statement 107), requires the disclosure of estimated fair values for all financial instruments, both assets and liabilities on and off-balance sheet, for which it is practicable to estimate their value along with pertinent information on those financial instruments for which such values are not available.

Fair value estimates are made at a specific point in time and are based on relevant market information which is continuously changing. Because no quoted market prices exist for a significant portion of AmSouth's financial instruments, fair values for such instruments are based on management's assumptions with respect to future economic conditions, estimated discount rates, estimates of the amount and timing of future cash flows, expected loss experience, and other factors. These estimates are subjective in nature involving uncertainties and matters of significant judgment; therefore, they cannot be determined with precision. Changes in the assumptions could significantly affect the estimates.

Statement 107 fair value estimates include certain financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. For example, AmSouth has a substantial trust department that contributes net fee income annually. The trust department is not considered a financial instrument, and its value has not been incorporated into the fair value estimates. Other significant assets and liabilities that are not considered financial assets or liabilities include the mortgage banking operation, brokerage network, premises and

67

equipment, core deposit intangibles, and goodwill. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates. As a result, the Statement 107 fair value disclosures should not be considered an indication of the fair value of the company taken as a whole.

The following methods and assumptions were used by AmSouth in estimating its fair value disclosures for financial instruments:

Loans The fair values of variable rate loans that reprice frequently and have no significant change in credit risk are assumed to approximate carrying amounts. For credit card loans and equity lines of credit, the carrying value reduced by an estimate of credit losses inherent in the portfolio is a reasonable estimate of fair value. The fair values for other loans (e.g., commercial and industrial, commercial real estate, certain mortgage loans, and consumer loans) are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality and estimates of maturity based on AmSouth's historical experience. The carrying amount of accrued interest receivable approximates its fair value.

Securities and Loans Held for Sale Fair values for securities and loans held for sale are based on quoted market prices, where available. Where quoted market prices are not available, fair values are based on quoted market prices of similar instruments, adjusted for any significant differences between the quoted instruments and the instruments being valued.

Commitments to Extend Credit and Standby Letters of Credit The fair value of commitments to extend credit is estimated based on the amount of unamortized deferred loan commitment fees. The fair value of letters of credit is based on the amount of unearned fees plus the estimated cost to terminate the letters of credit.

Derivative Instruments The fair value of interest rate swaps, financial futures and interest rate caps and floors are obtained from AmSouth's in-house pricing system and compared to dealer quotes for reasonableness. These values represent the estimated amount the company would receive or pay to terminate the contracts or agreements, taking into account current interest rates and, when appropriate, the current creditworthiness of the counterparties.

Deposit Liabilities The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, savings accounts, and money market and interest-bearing checking accounts is, by definition, equal to the amount payable on demand (carrying amount). The fair values for variable rate fixed-term money market accounts and certificates of deposit approximate their carrying amounts. Fair values for fixed rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates of deposit to a schedule of aggregated expected monthly maturities on time deposits.

Long-term Borrowings The fair values of long-term borrowings (other than deposits) are estimated using discounted cash flow analyses, based on AmSouth's current incremental borrowing rates for similar types of borrowing arrangements.

68

EXHIBIT 21

AMSOUTH BANCORPORATION
LIST OF SUBSIDIARIES
AT DECEMBER 31, 2001

The following is a list of all subsidiaries of AmSouth Bancorporation and the jurisdiction in which they were organized. Each subsidiary does business under its own name.

Name                                                                   Jurisdiction Where Organized
----                                                                   ----------------------------

FIRST AMERICAN BUSINESS CAPITAL, INC.                                  Tennessee
FIRST AMERICAN ENTERPRISES, INC.                                       Tennessee
AMSOUTH BANK                                                           Alabama
         AmSouth Auto Receivables LLC                                  Delaware
         AmSouth Capital Corporation                                   Delaware
         AmSouth Finance Corporation                                   Alabama
         AmSouth Leasing Corporation                                   Alabama
                  A-F Leasing, Ltd.                                    Alabama
                  AmSouth Leasing, Ltd.                                Alabama
         A-F Leasing, LLC                                              Alabama
         AmSouth Insurance Agency, Inc.                                Florida
         AmSouth Investment Management Company LLC                     Alabama
         AmSouth Investment Services, Inc.                             Alabama
                  AmSouth Investment Services, Inc. of Mississippi     Mississippi
                  AmSouth Investment Services, Inc. of Virginia        Virginia
                  AmSouth Investment Services, Inc. of Louisiana       Louisiana
         AmSouth Riverchase, Inc.                                      Alabama
         ASB Affordable Housing, Inc.                                  Alabama
         Cahaba Holdings, Inc.                                         Delaware
                  Cahaba Corporation                                   Delaware
         Cahaba International, Inc.                                    Delaware
                  AmSouth Reinsurance Company, Ltd.                    Turks &
                                                                       Caicos Islands
                  Cahaba International, Ltd.                           Bermuda
         Commercial National Investment Services, Inc.                 Louisiana
         First AmTenn Life Insurance Company                           Mississippi
         FirstGulf Insurance Agency, Inc.                              Alabama
         Five Points Capital Advisors, Inc.                            Alabama
         FMLS, Inc.                                                    Tennessee
         Fortune Mortgage Corporation                                  Florida
         GTC Title, Inc.                                               Alabama
                  MCC Holdings, Inc.                                   Alabama
                           Meriwether Capital Corporation              Virginia


Highland Rim Title Company                                    Tennessee
IFC Insurance Agency, Inc.                                    Tennessee
OakBrook Investments, LLC                                     Delaware
Rockhaven Asset Management, LLC                               Delaware
Sawgrass Asset Management, LLC                                Delaware
Service Mortgage and Insurance Agency, Inc.                   Florida


Exhibit 23 -- Consent of Independent Auditors

We consent to the incorporation by reference of our report dated January 15, 2002, with respect to the consolidated financial statements of AmSouth Bancorporation and subsidiaries incorporated by reference in this Annual Report (Form 10-K) for the year ended December 31, 2001 in the following Registration Statements and in the related prospectuses:

Form S-3 No. 33-55683 pertaining to the AmSouth Bancorporation Dividend Reinvestment and Common Stock Purchase Plan;

Form S-8 No. 33-52243 pertaining to the assumption by AmSouth Bancorporation of FloridaBank Stock Option Plan and FloridaBank Stock Option Plan -- 1993;

Form S-8 No. 33-52113 pertaining to the AmSouth Bancorporation 1989 Long Term Incentive Compensation Plan;

Form S-8 No. 33-35218 pertaining to the AmSouth Bancorporation 1989 Long Term Incentive Compensation Plan;

Form S-8 No. 33-37905 pertaining to the AmSouth Bancorporation Thrift Plan;

Form S-8 No. 33-2927 (as amended) pertaining to the AmSouth Bancorporation Employee Stock Purchase Plan;

Form S-3 No. 33-35280 pertaining to the AmSouth Bancorporation Dividend Reinvestment and Common Stock Purchase Plan;

Form S-8 No. 333-02099 pertaining to the AmSouth Bancorporation Thrift Plan;

Form S-8 No. 333-05631 pertaining to the AmSouth Bancorporation 1996 Long Term Incentive Compensation Plan;

Form S-8 No. 333-27107 pertaining to the AmSouth Bancorporation Employee Stock Purchase Plan;

Form S-8 No. 333-41599 pertaining to the AmSouth Bancorporation Deferred Compensation Plan and the Amended and Restated Deferred Compensation Plan for Directors of AmSouth Bancorporation;

Form S-3 No. 333-44263 pertaining to the AmSouth Bancorporation Shelf Registration Statement;

Form S-8 No. 333-76283 pertaining to the AmSouth Bancorporation Stock Option Plan for Outside Directors;

Form S-8 No. 333-89451 pertaining to the First American Corporation 1993 Non-Employee Director Stock Option Plan;


Form S-8 No. 333-89455 pertaining to the First American Corporation 1999 Broad-Based Employee Stock Option Plan;

Form S-8 No. 333-89457 pertaining to the First American Corporation Star Award Plan;

Form S-8 No. 333-89459 pertaining to the Deposit Guaranty Corporation Long Term Incentive Plans;

Form S-8 No. 333-89461 pertaining to the First American Corporation 1991 Employee Stock Incentive Plan;

Form S-8 No. 333-89463 pertaining to the Heritage Federal Bancshares, Inc. 1994 Stock Option Plan for Non-Employee Directors and 1992 Stock Option Plan and Incentive Compensation Plan for Non-Employee Directors;

Form S-3 No. 333-42542 pertaining to the AmSouth Bancorporation Dividend Reinvestment and Common Stock Purchase Plan;

Form S-8 No. 333-42554 pertaining to the AmSouth Bancorporation Thrift Plan;

Form S-8 No. 333-42556 pertaining to the AmSouth Bancorporation Employee Stock Purchase Plan;

Form S-8 No. 333-42558 pertaining to the AmSouth Bancorporation Amended and Restated 1991 Employee Stock Incentive Plan; and

Form S-8 No. 333-42560 pertaining to the Pioneer Bancshares, Inc. Long-Term Incentive Plan.

Birmingham, Alabama
March 22, 2002


Exhibit 24

DIRECTOR'S

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth Bancorporation, a Delaware corporation ("Company"), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder, T. Kurt Miller or Carl L. Gorday and any of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Annual Report on Form 10-K for the year ended December 31, 2001 to be filed by the Company with the Securities and Exchange Commission, and, further, to execute and sign any and all amendments to such Form 10-K and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 1st day of March, 2002.

/s/ J. Harold Chandler
----------------------
J. HAROLD CHANDLER


DIRECTOR'S
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth Bancorporation, a Delaware corporation ("Company"), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder, T. Kurt Miller or Carl L. Gorday and any of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Annual Report on Form 10-K for the year ended December 31, 2001 to be filed by the Company with the Securities and Exchange Commission, and, further, to execute and sign any and all amendments to such Form 10-K and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 3rd day of March, 2002.

/s/ James E. Dalton, Jr.
-------------------------
JAMES E. DALTON, JR.


DIRECTOR'S
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth Bancorporation, a Delaware corporation ("Company"), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder, T. Kurt Miller or Carl L. Gorday and any of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Annual Report on Form 10-K for the year ended December 31, 2001 to be filed by the Company with the Securities and Exchange Commission, and, further, to execute and sign any and all amendments to such Form 10-K and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th day of March, 2002.

/s/ Earnest W. Deavenport, Jr.
------------------------------
EARNEST W. DEAVENPORT, JR.


DIRECTOR'S
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth Bancorporation, a Delaware corporation ("Company"), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder, T. Kurt Miller or Carl L. Gorday and any of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Annual Report on Form 10-K for the year ended December 31, 2001 to be filed by the Company with the Securities and Exchange Commission, and, further, to execute and sign any and all amendments to such Form 10-K and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 1st day of March, 2002.

/s/ Rodney C. Gilbert
---------------------
RODNEY C. GILBERT


DIRECTOR'S
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth Bancorporation, a Delaware corporation ("Company"), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder, T. Kurt Miller or Carl L. Gorday and any of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Annual Report on Form 10-K for the year ended December 31, 2001 to be filed by the Company with the Securities and Exchange Commission, and, further, to execute and sign any and all amendments to such Form 10-K and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 1st day of March, 2002.

/s/ Elmer B. Harris
-------------------
ELMER B. HARRIS


DIRECTOR'S
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth Bancorporation, a Delaware corporation ("Company"), by her execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder, T. Kurt Miller or Carl L. Gorday and any of them, her true and lawful attorney-in-fact and agent, for her and in her name, place and stead, to execute and sign the Annual Report on Form 10-K for the year ended December 31, 2001 to be filed by the Company with the Securities and Exchange Commission, and, further, to execute and sign any and all amendments to such Form 10-K and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which she may lawfully do in the premises or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 1st day of March, 2002.

/s/ Martha R. Ingram
--------------------
MARTHA R. INGRAM


DIRECTOR'S
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth Bancorporation, a Delaware corporation ("Company"), by her execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder, T. Kurt Miller or Carl L. Gorday and any of them, her true and lawful attorney-in-fact and agent, for her and in her name, place and stead, to execute and sign the Annual Report on Form 10-K for the year ended December 31, 2001 to be filed by the Company with the Securities and Exchange Commission, and, further, to execute and sign any and all amendments to such Form 10-K and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which she may lawfully do in the premises or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 1st day of March, 2002.

/s/ Victoria B. Jackson
-----------------------
VICTORIA B. JACKSON


DIRECTOR'S
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth Bancorporation, a Delaware corporation ("Company"), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder, T. Kurt Miller or Carl L. Gorday and any of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Annual Report on Form 10-K for the year ended December 31, 2001 to be filed by the Company with the Securities and Exchange Commission, and, further, to execute and sign any and all amendments to such Form 10-K and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 4th day of March, 2002.

/s/ Ronald L. Kuehn, Jr.
------------------------
RONALD L. KUEHN, Jr.


DIRECTOR'S
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth Bancorporation, a Delaware corporation ("Company"), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder, T. Kurt Miller or Carl L. Gorday and any of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Annual Report on Form 10-K for the year ended December 31, 2001 to be filed by the Company with the Securities and Exchange Commission, and, further, to execute and sign any and all amendments to such Form 10-K and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 1st day of March, 2002.

/s/ James R. Malone
-------------------
JAMES R. MALONE


DIRECTOR'S
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth Bancorporation, a Delaware corporation ("Company"), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder, T. Kurt Miller or Carl L. Gorday and any of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Annual Report on Form 10-K for the year ended December 31, 2001 to be filed by the Company with the Securities and Exchange Commission, and, further, to execute and sign any and all amendments to such Form 10-K and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 1st day of March, 2002.

/s/ Charles D. McCrary
----------------------
CHARLES D. MCCRARY


DIRECTOR'S
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth Bancorporation, a Delaware corporation ("Company"), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder, T. Kurt Miller or Carl L. Gorday and any of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Annual Report on Form 10-K for the year ended December 31, 2001 to be filed by the Company with the Securities and Exchange Commission, and, further, to execute and sign any and all amendments to such Form 10-K and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 6th day of March, 2002.

/s/ Claude B. Nielsen
---------------------
CLAUDE B. NIELSEN


DIRECTOR'S
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth Bancorporation, a Delaware corporation ("Company"), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder, T. Kurt Miller or Carl L. Gorday and any of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Annual Report on Form 10-K for the year ended December 31, 2001 to be filed by the Company with the Securities and Exchange Commission, and, further, to execute and sign any and all amendments to such Form 10-K and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 1st day of March, 2002.

/s/ Benjamin F. Payton
----------------------
BENJAMIN F. PAYTON

BROKERAGE PARTNERS