<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH COMMISSION FILE NUMBER 1-7476
31, 1995
AMSOUTH BANCORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 63-0591257
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1400 AMSOUTH-SONAT TOWER
BIRMINGHAM, ALABAMA 35203
(ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE)
OFFICES)
(205) 320-7151
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
As of May 8, 1995, AmSouth Bancorporation had 58,250,146 shares of common
stock outstanding.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
AMSOUTH BANCORPORATION
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C>
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated statement of condition--March 31, 1995,
December 31, 1994 and March 31, 1994............ 1
Consolidated statement of earnings--Three months
ended March 31, 1995 and 1994................... 2
Consolidated statement of shareholders'
equity--Three months ended March 31, 1995....... 3
Consolidated statement of cash flows
--Three months ended March 31, 1995 and 1994.... 4
Review of Independent Accountants.................. 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................. 8
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K................... 16
Signatures.......................................................... 17
Exhibit Index....................................................... 18
</TABLE>
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
AMSOUTH BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CONDITION
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31 MARCH 31
1995 1994 1994
----------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
ASSETS
Cash and due from banks................. $ 743,786 $ 616,639 $ 544,644
Federal funds sold and securities
purchased under agreements to resell... 3,650 152,525 70,493
Trading securities...................... 10,485 6,383 120,619
Available-for-sale securities........... 481,051 383,039 953,392
Held-to-maturity securities (market
value of $3,206,175, $3,169,513 and
$2,312,550, respectively).............. 3,272,626 3,336,557 2,315,622
Mortgage loans held for sale............ 79,185 130,223 217,356
Loans................................... 11,798,102 11,496,121 8,988,408
Less:Allowance for loan losses.......... 174,398 171,167 130,485
Unearned income....................... 52,987 66,214 74,399
----------- ----------- -----------
Net loans............................. 11,570,717 11,258,740 8,783,524
Premises and equipment, net............. 282,828 282,095 250,097
Customers' acceptance liability......... 8,911 6,979 8,062
Accrued interest receivable and other
assets................................. 614,666 604,771 398,635
----------- ----------- -----------
$17,067,905 $16,777,951 $13,662,444
=========== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits and interest-bearing
liabilities:
Deposits:
Noninterest-bearing demand............. $ 1,840,328 $ 1,902,310 $ 1,818,848
Interest-bearing demand................ 3,935,173 4,071,212 3,531,268
Savings................................ 926,277 901,738 887,051
Time................................... 5,797,176 5,384,469 3,528,771
Certificates of deposit of $100,000 or
more.................................. 851,003 807,333 697,815
----------- ----------- -----------
Total deposits........................ 13,349,957 13,067,062 10,463,753
Federal funds purchased and securities
sold under agreements to repurchase... 1,291,228 1,212,723 1,094,771
Other borrowed funds................... 586,078 656,117 530,236
Long-term debt......................... 351,473 386,147 175,610
----------- ----------- -----------
Total deposits and interest-bearing
liabilities.......................... 15,578,736 15,322,049 12,264,370
Acceptances outstanding................. 8,911 6,979 8,062
Accrued expenses and other liabilities.. 145,067 138,465 208,016
----------- ----------- -----------
Total liabilities..................... 15,732,714 15,467,493 12,480,448
Shareholders' equity:
Preferred stock--no par value:
Authorized--2,000,000 shares;
Issued and outstanding--none.......... -0- -0- -0-
Common stock--par value $1 a share:
Authorized--200,000,000 shares;
Issued--59,679,305, 59,556,269 and
55,925,491 shares, respectively....... 59,679 59,556 55,925
Capital surplus........................ 582,452 579,579 483,241
Retained earnings...................... 721,149 703,121 676,605
Cost of common stock in treasury--
1,500,000 shares...................... (24,173) (24,173) (24,173)
Deferred compensation on restricted
stock................................. (3,716) (3,031) (4,539)
Unrealized losses on available-for-sale
securities, net of deferred taxes..... (200) (4,594) (5,063)
----------- ----------- -----------
Total shareholders' equity............ 1,335,191 1,310,458 1,181,996
----------- ----------- -----------
$17,067,905 $16,777,951 $13,662,444
=========== =========== ===========
</TABLE>
See notes to consolidated financial statements.
1
<PAGE>
AMSOUTH BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
-----------------------
1995 1994
----------- -----------
(IN THOUSANDS
EXCEPT PER SHARE DATA)
<S> <C> <C>
REVENUE FROM EARNING ASSETS
Loans................................................. $ 244,541 $ 168,154
Securities:
Trading securities................................... 153 910
Available-for-sale securities........................ 9,899 14,585
Held-to-maturity securities.......................... 53,885 31,873
----------- -----------
Total securities..................................... 63,937 47,368
Mortgage loans held for sale.......................... 1,724 3,614
Federal funds sold and securities purchased under
agreements to resell................................. 466 904
----------- -----------
Total revenue from earning assets.................... 310,668 220,040
INTEREST EXPENSE
Interest-bearing demand deposits...................... 38,110 22,679
Savings deposits...................................... 6,707 5,599
Time deposits......................................... 72,964 36,834
Certificates of deposit of $100,000 or more........... 11,604 7,006
Federal funds purchased and securities sold under
agreements to repurchase............................. 18,369 7,368
Other borrowed funds.................................. 9,620 3,081
Long-term debt........................................ 7,203 3,209
----------- -----------
Total interest expense............................... 164,577 85,776
GROSS INTEREST MARGIN................................. 146,091 134,264
Provision for loan losses............................. 8,344 2,207
----------- -----------
NET INTEREST MARGIN................................... 137,747 132,057
NONINTEREST REVENUES
Service charges on deposit accounts................... 19,605 16,145
Trust income.......................................... 11,405 11,394
Credit card income.................................... 3,511 3,028
Investment services income............................ 3,177 4,167
Mortgage administration fees.......................... 6,164 4,823
Securities gains...................................... 151 100
Portfolio income...................................... 3,249 1,479
Other operating revenues.............................. 9,545 7,295
----------- -----------
Total noninterest revenues........................... 56,807 48,431
NONINTEREST EXPENSES
Salaries and employee benefits........................ 59,156 55,762
Net occupancy expense................................. 12,253 10,628
Equipment expense..................................... 11,114 10,302
FDIC premiums......................................... 7,211 5,606
Foreclosed properties expense......................... 64 228
Other operating expenses.............................. 42,453 38,122
----------- -----------
Total noninterest expenses........................... 132,251 120,648
INCOME BEFORE INCOME TAXES............................ 62,303 59,840
Income taxes.......................................... 22,193 20,866
----------- -----------
Net income........................................... $ 40,110 $ 38,974
=========== ===========
Average common shares outstanding..................... 58,103 54,332
Earnings per common share............................. $ 0.69 $ 0.72
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
AMSOUTH BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
UNREALIZED
COMMON CAPITAL RETAINED TREASURY DEFERRED GAINS/(LOSSES)
STOCK SURPLUS EARNINGS STOCK COMPENSATION ON SECURITIES TOTAL
------- -------- -------- -------- ------------ -------------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1,
1995................... $59,556 $579,579 $703,121 $(24,173) $(3,031) $(4,594) $1,310,458
Net income.............. -0- -0- 40,110 -0- -0- -0- 40,110
Cash dividends declared. -0- -0- (22,082) -0- -0- -0- (22,082)
Common stock transac-
tions:
Employee stock plans... 123 2,873 -0- -0- (685) -0- 2,311
Unrealized gains on
available-for-sale
securities, net of
deferred taxes......... -0- -0- -0- -0- -0- 4,394 4,394
------- -------- -------- -------- ------- ------- ----------
Balance at March 31,
1995................... $59,679 $582,452 $721,149 $(24,173) $(3,716) $ (200) $1,335,191
======= ======== ======== ======== ======= ======= ==========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
AMSOUTH BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
--------------------
1995 1994
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
OPERATING ACTIVITIES
Net income............................................... $ 40,110 $ 38,974
Adjustments to reconcile net income to net cash provided
by operating activities
Provision for loan losses............................... 8,344 2,207
Foreclosed property recoveries.......................... (273) (450)
Depreciation and amortization of premises and equipment. 6,748 6,119
Amortization of premiums and discounts on held-to-
maturity securities and available-for-sale securities.. (1,477) 486
Net decrease in mortgage loans held for sale............ 51,038 118,255
Net increase in trading securities...................... (2,171) (25,535)
Net gains on sales of available-for-sale securities..... (3,207) (3,523)
Net gains on calls of held-to-maturity securities....... (151) (100)
Net decrease in accrued interest receivable and other
assets................................................. 15,972 135,587
Net increase (decrease) in accrued expenses and other
liabilities............................................ 24,913 (171,829)
Net decrease in deferred income tax benefits............ 417 1,715
Amortization of intangible assets....................... 8,834 3,996
Other................................................... (904) (2,795)
--------- ---------
Net cash provided by operating activities............... 148,193 103,107
INVESTING ACTIVITIES
Proceeds from maturities and prepayments of available-
for-sale securities..................................... 7,192 85,613
Proceeds from sales of available-for-sale securities..... 132,494 343,238
Purchases of available-for-sale securities............... (273,484) (158,658)
Proceeds from maturities, prepayments and calls of held-
to-maturity securities.................................. 64,838 121,797
Purchases of held-to-maturity securities................. -0- (499,429)
Net decrease in federal funds sold and securities
purchased under agreements to resell.................... 148,875 108,140
Net increase in loans.................................... (225,171) (242,198)
Net purchases of premises and equipment.................. (5,798) (17,569)
Net cash used for acquisitions........................... (13,221) -0-
--------- ---------
Net cash used by investing activities................... (164,275) (259,066)
FINANCING ACTIVITIES
Net (decrease) increase in demand deposits and savings
accounts................................................ (201,593) 11,220
Net increase (decrease) in time deposits................. 402,469 (84,035)
Net increase in federal funds purchased and securities
sold under agreements to repurchase..................... 78,505 301,594
Net decrease in other borrowed funds..................... (81,039) (132,230)
Payments for maturing long-term debt..................... (34,988) (2,231)
Cash dividends paid...................................... (22,097) (18,679)
Proceeds from employee stock plans....................... 1,972 2,041
--------- ---------
Net cash provided by financing activities............... 143,229 77,680
--------- ---------
Increase (decrease) in cash and cash equivalents......... 127,147 (78,279)
Cash and cash equivalents at beginning of period......... 616,639 614,698
Beginning consolidated cash balances of immaterial
pooling-of-interests entities........................... -0- 8,225
--------- ---------
Cash and cash equivalents at end of period............... $ 743,786 $ 544,644
========= =========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
AMSOUTH BANCORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31, 1995 AND 1994
General--The consolidated financial statements conform to generally accepted
-------
accounting principles and to general industry practices. The accompanying
interim financial statements are unaudited; however, in the opinion of
management, all adjustments necessary for the fair presentation of the
consolidated financial statements have been included. All such adjustments are
of a normal recurring nature. The notes included herein should be read in
conjunction with the notes to consolidated financial statements included in
AmSouth Bancorporation's (AmSouth) 1994 annual report to shareholders on Form
10-K.
The consolidated financial statements include the accounts of AmSouth and its
subsidiaries. All significant intercompany balances and transactions have been
eliminated. Prior year financial statements have been restated to include the
accounts of business combinations accounted for as poolings-of-interests.
Results of operations of companies purchased are included from the dates of
acquisitions.
Effective January 1, 1995, AmSouth adopted Statement of Financial Accounting
Standards No. 114, "Accounting by Creditors for Impairment of a Loan", as
amended by Statement of Financial Accounting Standards No. 118, "Accounting by
Creditors for Impairment of a Loan--Income Recognition and Disclosures"
(Statement 114). The statement requires that certain impaired loans be measured
based on the present value of the collateral if the loan is collateral
dependent. The adoption of Statement 114 resulted in no material impact on
AmSouth's financial condition or results of operations.
On June 23, 1994, AmSouth completed the acquisition of Fortune Bancorp, Inc.
(Fortune) which was accounted for using the purchase method of accounting
through the issuance of approximately 4,474,000 shares of common stock and
payment of approximately $144.6 million in cash. Approximately $167.0 million
of goodwill resulting from the acquisition will be amortized on a straight line
basis over 20 years.
On February 16, 1995, AmSouth completed the acquisition of Community Federal
Savings Bank (Community), headquartered in Fort Oglethorpe, Georgia. Under the
terms of the agreement, AmSouth paid $65.50 for each of the outstanding shares
of Community common stock for a total purchase price of approximately $17.0
million. The transaction was accounted for using the purchase method of
accounting. Approximately $7.5 million of goodwill resulting from the
acquisition will be amortized on a straight line basis over 20 years. Due to
the immateriality of the transaction, pro forma information is not presented.
Cash Flows--For the three months ended March 31, 1995 and 1994, AmSouth paid
----------
interest of $148,987,000 and $83,820,000, respectively, and income taxes of
$813,000 and $9,835,000, respectively. Noncash transfers from loans to
foreclosed properties for the three months ended March 31, 1995 and 1994 were
$3,323,000 and $2,041,000, respectively and noncash transfers from foreclosed
properties to loans were $274,000 and $783,000, respectively.
Long-Term Debt--On May 19, 1994, AmSouth issued $150.0 million in 7 3/4%
--------------
Subordinated Notes Due 2004 at a discounted price of 99.389%. The net proceeds
to AmSouth after commissions totaled $148.1 million. The notes will mature on
May 15, 2004 and are not redeemable prior to maturity. The proceeds from the
notes were used for the Fortune acquisition. This debt qualifies as Tier 2
capital in calculating risk-adjusted capital ratios.
Shareholders' Equity--On September 22, 1994, AmSouth purchased 1,000,000
--------------------
shares of AmSouth Common Stock at a cost of $31.3 million for the sole purpose
of replenishing shares issued by AmSouth in connection with its purchase of
Fortune.
5
<PAGE>
Subsequent Event--On April 10, 1995, AmSouth announced the execution of an
agreement to sell its third party mortgage servicing portfolio of approximately
$6.0 billion to GE Capital Mortgage Services, Inc. AmSouth will continue
servicing the portfolio until the end of June when the transfer of servicing
will occur.
6
<PAGE>
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
The Board of Directors
AmSouth Bancorporation
We have reviewed the accompanying consolidated statement of condition of
AmSouth Bancorporation and subsidiaries as of March 31, 1995 and 1994, and the
related consolidated statement of earnings and statement of cash flows for the
three-month periods then ended. These financial statements are the
responsibility of the Company's management.
We conducted our reviews in accordance with the standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, which will be
performed for the full year with the objective of expressing an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to the accompanying consolidated financial statements referred
to above for them to be in conformity with generally accepted accounting
principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated statement of condition of AmSouth Bancorporation
and subsidiaries as of December 31, 1994, and the related consolidated
statements of earnings, shareholders' equity, and cash flows for the year then
ended (not presented herein) and in our report dated January 31, 1995, we
expressed an unqualified opinion on those consolidated financial statements. In
our opinion, the information set forth in the accompanying consolidated
statement of condition as of December 31, 1994, is fairly stated, in all
material respects, in relation to the consolidated statement of condition from
which it has been derived.
/s/ Ernst & Young LLP
May 10, 1995
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
AmSouth reported net income of $40.1 million for the three months ended March
31, 1995 compared to $39.0 million for the same period of 1994. On a per common
share basis, AmSouth earned $.69 and $.72, respectively. First quarter earnings
resulted in an annualized return on average assets of .96% and an annualized
return on average equity of 12.28% compared to 1.18% and 13.37% for the first
quarter of 1994.
Net Interest Margin
- -------------------
For the three months ended March 31, 1995, the net interest margin totaled
$137.7 million compared to $132.1 million for the same period of 1994. An
increase in revenue from earning assets was partially offset by increases in
interest expense and the provision for loan losses. The gross interest spread
declined 67 basis points for the three months compared to the prior year.
Year-to-date average earning assets increased 26.7%. The primary reason for
the increase was a 32.6% increase in average loans net of unearned income.
Exclusive of the acquisition of Fortune in June 1994, and Community in March
1995, which were accounted for as purchases, AmSouth's loan growth was
approximately 14.0%. Residential first mortgages represented approximately
60.0% of this growth. At March 31, 1995, residential first mortgages comprised
37.0% of AmSouth's total loan portfolio with approximately 68.0% of that
balance at adjustable rates.
Year-to-date average total securities increased $718.2 million or 22.9%.
Sales of low-yielding securities totaling approximately $1.0 billion during
1994 accounted for the decrease of $666.6 million in the average available-for-
sale portfolio balance. Average held-to-maturity securities increased $1.5
billion primarily due to the purchase of mortgage-backed securities during the
second quarter of 1994.
The year-to-date average balance of interest-bearing liabilities increased
$3.4 billion, funding the total growth in earning assets. Average interest-
bearing deposits increased $2.6 billion due to the acquisition of Fortune,
growth in new markets entered into through business combinations, rising
interest rates and a special marketing campaign during the last half of 1994.
Other significant increases include a $305.2 million increase in Federal funds
purchased and securities sold under agreements to repurchase, $282.2 million in
Federal Home Loan Bank advances, and $149.1 million in parent company
subordinated long-term debt.
From March 31, 1994 to March 31, 1995, market interest rates increased as the
overall economy improved. AmSouth's yield on earning assets increased 79 basis
points as rates paid on interest-bearing liabilities increased 149 basis
points. Balance increases in average earning assets and average interest-
bearing liabilities from first quarter 1994 to first quarter 1995 were almost
evenly matched, with minimal increase in noninterest-bearing deposits. The
combination of these results decreased the gross interest spread 67 basis
points compared to the first quarter of 1994.
AmSouth maintains an asset and liability process to monitor interest rate
risk and assist management in maintaining stability in the gross interest
margin. Over the last few years, AmSouth has utilized various off-balance sheet
instruments such as interest rate swaps, caps and floors to manage interest
rate risk. During the fourth quarter of 1994, AmSouth terminated $1.1 billion
of interest rate swaps and $915.0 million of interest rate caps. A $300.0
million interest rate floor was terminated during the first quarter of 1995. At
March 31, 1995, AmSouth had $140.0 million of interest rate caps remaining with
$90.0 million used to hedge Federal funds purchased and securities sold under
agreements to repurchase and $50.0 million used to hedge deposits. In addition,
AmSouth had interest rate contracts on behalf of its customers in the amount of
$58.9 million. For the quarter ended March 31, 1995, interest rate contracts
had no material impact on the gross interest margin. For the same period of
1994, the impact on the gross interest margin was an increase of $1.3 million.
8
<PAGE>
Credit Quality
- --------------
Effective January 1, 1995, AmSouth adopted Statement of Financial Accounting
Standards No. 114, "Accounting by Creditors for Impairment of a Loan," as
amended by Statement of Financial Accounting Standards No. 118, "Accounting by
Creditors for Impairment of a Loan-Income Recognition and Disclosures"
(Statement 114). Impairment of a loan within the scope of Statement 114 is to
be recognized based on the present value of expected future cash flows
discounted at the loan's effective interest rate, at the loan's observable
market price, or the fair value of the collateral if the loan is collateral
dependent. Based on management's review of loans identified for evaluation,
AmSouth had no impaired loans at March 31, 1995. Table 6 presents a five
quarter comparison of the components of nonperforming assets. Nonperforming
assets as a percentage of loans net of unearned income, foreclosed properties
and repossessions increased from 1.02% at March 31, 1994 to 1.10% at March 31,
1995. The level of nonperforming assets increased $37.9 million during the same
period with Fortune nonperforming assets accounting for $25.5 million of the
increase.
AmSouth maintains an allowance for loan losses which management believes is
adequate to absorb losses in the loan portfolio. Table 7 presents a five
quarter analysis of the allowance for loan losses. At March 31, 1995, the ratio
of the allowance for loan losses to loans net of unearned income was 1.48%
compared to 1.46% for the prior year. The coverage ratio of the allowance for
loan losses to nonperforming loans decreased to 169.74% from 199.62% for the
same period. Annualized net charge-offs to average loans net of unearned income
for the three months ended March 31, 1995 was 24 basis points compared to 22
basis points for the same period of 1994.
Noninterest Revenues and Noninterest Expense
- --------------------------------------------
Year-to-date noninterest revenues totaled $56.8 million at March 31, 1995, a
17.3% increase compared to the same period of the prior year. Within the
components of noninterest revenues, increases occurred in service charges on
deposit accounts of $3.5 million, other operating revenues of $2.3 million and
portfolio income of $1.8 million. The increase in service charges on deposit
accounts was primarily due to an increased volume of overdraft fees and service
charges on consumer accounts. A gain of $1.7 million on the sale of servicing
by AmSouth's mortgage subsidiary is the primary reason for the increase in
other operating revenues. Portfolio income increased due to improvements in the
securities market.
Noninterest expenses increased $11.6 million, or 9.6%, for the first quarter
of 1995 compared to 1994 due in part to the acquisition of Fortune. Salaries
and employee benefits increased $3.4 million due to normal merit increases and
the Fortune acquisition. Net occupancy expense increased $1.6 million primarily
due to an increased number of offices. Increased deposit levels due to the
acquisition of Fortune and the 1994 deposit marketing campaign resulted in a
$1.6 million increase in FDIC premiums. Other operating expenses increased due
to increases in general overhead costs and investment related expenses.
Capital Adequacy
- ----------------
At March 31, 1995, shareholders' equity totaled $1.3 billion, or 7.82% of
total assets. Since December 31, 1994, shareholders' equity increased $24.7
million as net income exceeded dividends by $18.0 million, the market value of
available-for-sale securities increased $4.4 million and employee stock plans
contributed $2.3 million. Table 11 presents the calculation of the risk-
adjusted capital ratios for AmSouth at March 31, 1995, and 1994. At March 31,
1995, AmSouth remains above the regulatory minimum required risk-adjusted Tier
1 capital ratio of 4.00% and the regulatory minimum required risk-adjusted
total capital ratio of 8.00%. In addition, at March 31, 1995, the risk-adjusted
capital ratios for AmSouth's banking subsidiaries were above the regulatory
minimum and each subsidiary was well-capitalized as defined by federal banking
regulations. The total risk-adjusted capital ratio for each of AmSouth's major
subsidiaries was:
<TABLE>
<S> <C>
AmSouth Bank of Alabama............................................... 10.64%
AmSouth Bank of Florida............................................... 10.87%
AmSouth Bank of Tennessee............................................. 15.18%
</TABLE>
9
<PAGE>
TABLE 1--FINANCIAL SUMMARY
<TABLE>
<CAPTION>
MARCH 31
-------------------------------------- %
1995 1994 CHANGE
------------------ ------------------ ------
(IN THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
BALANCE SHEET SUMMARY
End of period balances:
Loans net of unearned income.. $ 11,745,115 $ 8,914,009 31.8%
Total securities.............. 3,764,162* 3,389,633* 11.0
Total assets.................. 17,067,905 13,662,444 24.9
Total deposits................ 13,349,957 10,463,753 27.6
Shareholders' equity.......... 1,335,191 1,181,996 13.0
Year to date average balances:
Loans net of unearned income.. $ 11,561,740 $ 8,717,679 32.6%
Total securities.............. 3,846,149* 3,138,705* 22.5
Total assets.................. 16,876,928 13,353,880 26.4
Total deposits................ 13,101,782 10,449,057 25.4
Shareholders' equity.......... 1,324,151 1,182,113 12.0
<CAPTION>
THREE MONTHS ENDED
MARCH 31
-------------------------------------- %
1995 1994 CHANGE
------------------ ------------------ ------
<S> <C> <C> <C>
EARNINGS SUMMARY
Net income.................... $ 40,110 $ 38,974 2.9%
Per common share.............. 0.69 0.72 (4.2)
SELECTED RATIOS
Return on average assets
(annualized)................. 0.96% 1.18%
Return on average equity
(annualized)................. 12.28 13.37
Average equity to average as-
sets......................... 7.85 8.85
Allowance for loan losses to
loans net of
unearned income.............. 1.48 1.46
Efficiency ratio.............. 64.14 64.66
COMMON STOCK DATA
Cash dividends declared....... $ 0.38 $ 0.35
Book value at end of period... 22.95 21.72
Market value at end of period. 31.50 29.75
Average common shares out-
standing..................... 58,103 54,332
</TABLE>
- --------
* Includes adjustment for market valuation on available-for-sale securities of
$(343) and $(8,131) for end of period balances and $(2,416) and $8,337 for
year to date average balances for 1995 and 1994, respectively.
10
<PAGE>
TABLE 2--QUARTERLY YIELDS ON AVERAGE EARNING ASSETS AND RATES ON AVERAGE
INTEREST-BEARING LIABILITIES
<TABLE>
<CAPTION>
1995 1994
---------------------------- --------------------------------------------------------------------
FIRST QUARTER FOURTH QUARTER THIRD QUARTER
---------------------------- ---------------------------- ---------------------------- ------
AVERAGE REVENUE/ YIELD/ AVERAGE REVENUE/ YIELD/ AVERAGE REVENUE/ YIELD/ YIELD/
BALANCE EXPENSE RATE BALANCE EXPENSE RATE BALANCE EXPENSE RATE RATE
----------- -------- ------ ----------- -------- ------ ----------- -------- ------ -----
(TAXABLE EQUIVALENT BASIS-DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Earning assets:
Loans net of
unearned income.... $11,561,740 $245,298 8.60% $11,129,127 $230,021 8.20% $10,731,271 $218,001 8.06% 7.86%
Trading securities. 10,395 157 6.13 11,005 140 5.05 50,144 923 7.30 4.95
Available-for-sale
securities......... 534,967 9,899 7.50 611,432 8,531 5.54 1,190,536 17,556 5.85 4.92
Held-to-maturity
securities:
Taxable........... 3,019,065 48,770 6.55 3,072,008 48,550 6.27 3,120,246 50,000 6.36 6.87
Tax-free.......... 284,138 7,638 10.90 296,523 8,163 10.92 308,343 8,749 11.26 11.17
----------- -------- ----------- -------- ----------- --------
Total held-to-
maturity
securities....... 3,303,203 56,408 6.93 3,368,531 56,713 6.68 3,428,589 58,749 6.80 7.66
----------- -------- ----------- -------- ----------- --------
Total
securities...... 3,848,565 66,464 7.00 3,990,968 65,384 6.50 4,669,269 77,228 6.56 6.54
Other earning
assets............. 125,537 2,190 7.07 190,128 3,115 6.50 276,081 3,595 5.17 4.41
----------- -------- ----------- -------- ----------- --------
Total earning
assets........... 15,535,842 313,952 8.20 15,310,223 298,520 7.74 15,676,621 298,824 7.56 7.41
Cash and other
assets.............. 1,516,028 1,531,345 1,562,705
Allowance for loan
losses.............. (172,526) (163,282) (165,240)
Market valuation on
available-for-sale
securities.......... (2,416) (24,426) (18,349)
----------- ----------- -----------
$16,876,928 $16,653,860 $17,055,737
=========== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Interest-bearing
demand deposits.... $ 4,022,419 38,110 3.84 $ 4,041,852 36,447 3.58 $ 4,084,672 33,321 3.24 2.61
Savings deposits... 903,844 6,707 3.01 913,960 6,556 2.85 958,903 6,459 2.67 2.59
Time deposits...... 5,553,978 72,964 5.33 5,327,641 65,524 4.88 4,639,285 51,505 4.40 4.19
Certificates of
deposit of $100,000
or more............ 865,568 11,604 5.44 807,689 10,168 4.99 815,600 9,358 4.55 3.89
Federal funds pur-
chased and securi-
ties sold under
agreements to re-
purchase........... 1,247,584 18,369 5.97 1,406,294 18,672 5.27 2,241,922 25,759 4.56 3.17
Other interest-
bearing
liabilities........ 1,056,203 16,823 6.46 891,325 14,183 6.31 1,050,845 15,735 5.94 4.44
----------- -------- ----------- -------- ----------- --------
Total interest-
bearing
liabilities...... 13,649,596 164,577 4.89 13,388,761 151,550 4.49 13,791,227 142,137 4.09 3.40
-------- ----- -------- ----- -------- ----- -----
Incremental interest
spread.............. 3.31% 3.25% 3.47% 4.01%
===== ===== ===== =====
Noninterest-bearing
demand deposits..... 1,755,973 1,810,308 1,798,001
Other liabilities... 147,208 146,597 128,648
Shareholders'
equity.............. 1,324,151 1,308,194 1,337,861
----------- ----------- -----------
$16,876,928 $16,653,860 $17,055,737
=========== =========== ===========
Gross interest
margin/spread on a
taxable equivalent
basis............... 149,375 3.90% 146,970 3.81% 156,687 3.97% 4.57%
===== ===== ===== =====
Taxable equivalent
adjustment:
Loans.............. 757 812 738
Securities......... 2,527 2,649 2,755
-------- -------- --------
Total taxable
equivalent ad-
justment......... 3,284 3,461 3,493
-------- -------- --------
Gross interest
margin........... $146,091 $143,509 $153,194
======== ======== ========
SECOND QUARTER FIRST QUARTER
---------------------------- ----------------------------------
AVERAGE REVENUE/ YIELD/ AVERAGE REVENUE/ YIELD/
BALANCE EXPENSE RATE BALANCE EXPENSE RATE
----------- -------- ------ ----------- -------- -------
<C> <C> <C> <C> <C> <C>
ASSETS
Earning assets:
Loans net of
unearned income.... $ 9,058,853 $180,089 7.97% $ 8,717,679 $168,909 7.86%
Trading securities. 37,597 598 6.38 76,094 928 4.95
Available-for-sale
securities......... 919,733 11,333 4.94 1,201,542 14,585 4.92
Held-to-maturity
securities:
Taxable........... 2,326,573 36,068 6.22 1,509,848 25,564 6.87
Tax-free.......... 321,311 8,934 11.15 342,884 9,440 11.17
----------- -------- ----------- --------
Total held-to-
maturity
securities....... 2,647,884 45,002 6.83 1,852,732 35,004 7.66
----------- -------- ----------- --------
Total
securities...... 3,605,214 56,933 6.33 3,130,368 50,517 6.54
Other earning
assets............. 289,617 4,017 5.56 415,216 4,518 4.41
----------- -------- ----------- --------
Total earning
assets........... 12,953,684 241,039 7.46 12,263,263 223,944 7.41
Cash and other
assets.............. 1,251,509 1,215,098
Allowance for loan
losses.............. (133,344) (132,818)
Market valuation on
available-for-sale
securities.......... (13,826) 8,337
----------- -----------
$14,058,023 $13,353,880
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Interest-bearing
demand deposits.... $ 3,618,893 26,506 2.94 $ 3,529,482 22,679 2.61
Savings deposits... 921,136 5,647 2.46 877,682 5,599 2.59
Time deposits...... 3,574,761 38,133 4.28 3,562,947 36,834 4.19
Certificates of
deposit of $100,000
or more............ 695,062 7,220 4.17 729,820 7,006 3.89
Federal funds pur-
chased and securi-
ties sold under
agreements to re-
purchase........... 1,302,683 13,210 4.07 942,380 7,368 3.17
Other interest-
bearing
liabilities........ 815,117 10,235 5.04 574,989 6,290 4.44
----------- -------- ----------- --------
Total interest-
bearing
liabilities...... 10,927,652 100,951 3.71 10,217,300 85,776 3.40
-------- ----- -------- ------
Incremental interest
spread.............. 3.75% 4.01%
===== =====
Noninterest-bearing
demand deposits..... 1,761,223 1,749,126
Other liabilities... 166,657 205,341
Shareholders'
equity.............. 1,202,491 1,182,113
----------- -----------
$14,058,023 $13,353,880
=========== ===========
Gross interest
margin/spread on a
taxable equivalent
basis............... 140,088 4.34% 138,168 4.57%
===== =====
Taxable equivalent
adjustment:
Loans.............. 759 755
Securities......... 2,969 3,149
-------- --------
Total taxable
equivalent ad-
justment......... 3,728 3,904
-------- --------
Gross interest
margin........... $136,360 $134,264
======== ========
</TABLE>
NOTE: The taxable equivalent adjustment has been computed based on a 35%
<PAGE>
TABLE 3--INTEREST RATE SWAPS, CAPS AND FLOORS
<TABLE>
<CAPTION>
SWAPS
-------------------------------------- CAPS
RECEIVE FIXED PAY FIXED BASIS OTHER & FLOORS TOTAL
------------- --------- ----- ------- -------- -------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31,
1992................... $ 305 $ 240 $ 300 $ 300 $1,005 $ 2,150
Additions............. -0- -0- -0- 300 20 320
Maturities............ -0- -0- -0- -0- -0- -0-
Calls................. (120) (120) -0- -0- -0- (240)
----- ----- ----- ------- ------ -------
Balance at December 31,
1993................... 185 120 300 600 1,025 2,230
Additions............. -0- -0- -0- 400 350 750
Maturities............ -0- -0- (300) -0- (20) (320)
Calls................. (120) (120) -0- -0- -0- (240)
Terminations.......... (65) -0- -0- (1,000) (915) (1,980)
----- ----- ----- ------- ------ -------
Balance at December 31,
1994................... -0- -0- -0- -0- 440 440
Additions............. -0- -0- -0- -0- -0- -0-
Maturities............ -0- -0- -0- -0- -0- -0-
Calls................. -0- -0- -0- -0- -0- -0-
Terminations.......... -0- -0- -0- -0- (300) (300)
----- ----- ----- ------- ------ -------
Balance at March 31,
1995................... $ -0- $ -0- $ -0- $ -0- $ 140 $ 140
===== ===== ===== ======= ====== =======
</TABLE>
TABLE 4--MATURITIES AND INTEREST RATES EXCHANGED ON CAPS AND FLOORS
<TABLE>
<CAPTION>
MATURE DURING
-------------------
1995 1996 1997 TOTAL
----- ----- ----- ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Notional........................................... $ 30 $ 33 $ 77 $ 140
Receive rate....................................... 2.05% 1.23% 0.00% 0.73%
Pay rate........................................... 1.34% 1.21% 0.59% 0.90%
</TABLE>
- --------
NOTE: The maturities and interest rates exchanged are calculated assuming that
interest rates remain unchanged from average March 1995 rates. The
information presented could change as future interest rates increase or
decrease.
12
<PAGE>
TABLE 5--LOANS AND CREDIT QUALITY
<TABLE>
<CAPTION>
LOANS NONPERFORMING NET CHARGE-
MARCH 31 LOANS* MARCH 31 OFFS MARCH 31
---------------------- ---------------- ---------------
1995 1994 1995 1994 1995 1994
----------- ---------- -------- ------- ------ -------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Commercial.............. $ 2,890,408 $2,674,612 $ 17,465 $21,724 $1,006 $ 1,504
Commercial real estate:
Commercial real estate
mortgages:
Owner occupied........ 588,094 447,719 11,038 4,840 (21) 68
Nonowner occupied..... 771,667 762,917 22,013 26,717 206 (1,248)
----------- ---------- -------- ------- ------ -------
Total commercial
real estate
mortgages.......... 1,359,761 1,210,636 33,051 31,557 185 (1,180)
----------- ---------- -------- ------- ------ -------
Real estate
construction:
Owner occupied........ 210,380 139,726 9,719 846 279 -0-
Nonowner occupied..... 350,966 252,380 2,320 1,446 33 -0-
----------- ---------- -------- ------- ------ -------
Total real estate
construction....... 561,346 392,106 12,039 2,292 312 -0-
----------- ---------- -------- ------- ------ -------
Total commercial
real estate...... 1,921,107 1,602,742 45,090 33,849 497 (1,180)
----------- ---------- -------- ------- ------ -------
Consumer:
Residential first
mortgages............. 4,387,423 2,584,912 27,264 7,783 226 (4)
Other residential
mortgages............. 637,925 497,466 -0- -0- 20 18
Dealer indirect........ 933,655 659,264 859 23 1,227 315
Other consumer......... 1,027,584 969,412 12,067 1,988 3,890 4,025
----------- ---------- -------- ------- ------ -------
Total consumer........ 6,986,587 4,711,054 40,190 9,794 5,363 4,354
----------- ---------- -------- ------- ------ -------
$11,798,102 $8,988,408 $102,745 $65,367 $6,866 $ 4,678
=========== ========== ======== ======= ====== =======
</TABLE>
- --------
* Exclusive of accruing loans 90 days past due.
TABLE 6--NONPERFORMING ASSETS
<TABLE>
<CAPTION>
1995 1994
-------- -------------------------------------
MAR 31 DEC 31 SEPT 30 JUNE 30 MAR 31
-------- -------- -------- -------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Nonaccrual loans.............. $101,964 $ 89,545 $ 97,186 $ 90,550 $63,540
Restructured loans............ 781 13,203 11,219 11,175 1,827
-------- -------- -------- -------- -------
Total nonperforming loans... 102,745 102,748 108,405 101,725 65,367
Foreclosed properties......... 24,656 28,263 31,673 35,266 25,323
Repossessions................. 2,097 2,079 1,664 887 888
-------- -------- -------- -------- -------
Total nonperforming assets*. $129,498 $133,090 $141,742 $137,878 $91,578
======== ======== ======== ======== =======
Nonperforming assets* to loans
net of unearned income,
foreclosed properties and
repossessions................ 1.10% 1.16% 1.28% 1.30% 1.02%
Accruing loans 90 days past
due.......................... $ 33,685 $ 34,246 $ 44,293 $ 29,959 $28,638
======== ======== ======== ======== =======
</TABLE>
- --------
* Exclusive of accruing loans 90 days past due.
13
<PAGE>
TABLE 7--ALLOWANCE FOR LOAN LOSSES
<TABLE>
<CAPTION>
1995 1994
----------- -----------------------------------------------
1ST QUARTER 4TH QUARTER 3RD QUARTER 2ND QUARTER 1ST QUARTER
----------- ----------- ----------- ----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Balance at beginning of
period................. $171,167 $164,756 $164,746 $130,488 $131,509
Loans charged off....... 9,161 16,457 9,066 9,512 8,894
Recoveries of loans
previously charged off. 2,295 2,719 4,303 5,796 4,216
-------- -------- -------- -------- --------
Net charge-offs......... 6,866 13,738 4,763 3,716 4,678
Addition to allowance
charged to expense..... 8,344 20,149 4,773 2,974 2,207
Allowance acquired in
acquisitions........... 1,753 -0- -0- 35,000 1,450
-------- -------- -------- -------- --------
Balance at end of
period................. $174,398 $171,167 $164,756 $164,746 $130,488
======== ======== ======== ======== ========
Allowance for loan
losses to loans net of
unearned income........ 1.48% 1.50% 1.50% 1.56% 1.46%
Allowance for loan
losses to nonperforming
loans.................. 169.74% 166.59% 151.98% 161.95% 199.62%
Allowance for loan
losses to nonperforming
assets................. 134.67% 128.61% 116.24% 119.49% 142.49%
Net charge-offs to
average loans net of
unearned income
(annualized)........... 0.24% 0.49% 0.18% 0.16% 0.22%
</TABLE>
TABLE 8--ALLOWANCE FOR FORECLOSED PROPERTY LOSSES
<TABLE>
<CAPTION>
1995 1994
----------- -----------------------------------------------
1ST QUARTER 4TH QUARTER 3RD QUARTER 2ND QUARTER 1ST QUARTER
----------- ----------- ----------- ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Balance at beginning of
period................. $3,638 $2,028 $2,692 $3,574 $3,908
Addition (reduction) of
allowance charged
(credited) to expense.. (274) 2,600 225 (627) (450)
Net recoveries
(writedowns)/(losses).. (507) (990) (889) (255) 116
------ ------ ------ ------ ------
Balance at end of the
period................. $2,857 $3,638 $2,028 $2,692 $3,574
====== ====== ====== ====== ======
</TABLE>
TABLE 9--SECURITIES
<TABLE>
<CAPTION>
MARCH 31, 1995 MARCH 31, 1994
--------------------- ---------------------
CARRYING MARKET CARRYING MARKET
AMOUNT VALUE AMOUNT VALUE
---------- ---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Held-to-maturity
U.S. Treasury and federal agency
securities...................... $2,986,023 $2,906,756 $1,971,509 $1,948,935
State, county and municipal
securities...................... 280,053 292,955 332,337 351,995
Other securities................. 6,550 6,464 11,776 11,620
---------- ---------- ---------- ----------
$3,272,626 $3,206,175 $2,315,622 $2,312,550
========== ========== ========== ==========
Available-for-sale
U.S. Treasury and federal agency
securities...................... $ 334,980 $ 913,244
Other securities................. 146,071 40,148
---------- ----------
$ 481,051 $ 953,392
========== ==========
</TABLE>
14
<PAGE>
TABLE 10--OTHER INTEREST-BEARING LIABILITIES
<TABLE>
<CAPTION>
MARCH 31
------------------------
1995 1994
----------- -----------
(IN THOUSANDS)
<S> <C> <C>
Short-term:
Federal Home Loan Bank advances.................... $ 282,950 $ 13,500
Term federal funds purchased....................... 158,000 60,000
Treasury, tax, and loan note....................... 127,014 422,430
Other.............................................. 18,114 39,158
----------- -----------
Total short-term................................. 586,078 535,088
Long-term:
7 3/4% Subordinated Notes Due 2004................. 149,160 -0-
Subordinated Capital Notes Due 1999................ 99,473 99,343
Federal Home Loan Bank advances.................... 68,634 36,294
Floating Rate Notes Due 1999....................... 7,147 7,659
7 1/2% Convertible Subordinated Debentures......... 3,876 3,654
Long-term notes payable............................ 23,183 23,808
----------- -----------
Total long-term.................................. 351,473 170,758
----------- -----------
Total other interest-bearing liabilities....... $ 937,551 $ 705,846
=========== ===========
TABLE 11--CAPITAL RATIOS
<CAPTION>
MARCH 31
------------------------
1995 1994
----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Risk-adjusted capital ratio:
Total assets....................................... $17,067,905 $13,662,444
Adjusted allowance for loan losses................. 157,137 127,661
Adjustment for risk-weighting of balance sheet
items............................................. (6,023,181) (4,997,594)
Adjustment for off-balance sheet items............. 1,643,029 1,384,834
Add unrealized losses on available-for-sale
securities........................................ 343 8,131
Less certain intangible assets..................... (291,568) (66,619)
----------- -----------
Total risk-adjusted assets....................... $12,553,665 $10,118,857
=========== ===========
Shareholders' equity............................... $ 1,335,191 $ 1,181,996
Add unrealized loss on available-for-sale
securities
(net of deferred taxes)........................... 200 5,107
Less certain intangible assets..................... (291,568) (66,619)
----------- -----------
Tier I capital..................................... 1,043,823 1,120,484
Adjusted allowance for loan losses................. 157,137 127,661
Qualifying long-term debt.......................... 229,513 102,997
----------- -----------
Tier II capital.................................... 386,650 230,658
----------- -----------
Total capital.................................... $ 1,430,473 $ 1,351,142
=========== ===========
Tier I capital to total risk-adjusted assets....... 8.31% 11.07%
Total capital to risk-adjusted assets.............. 11.39% 13.35%
Other capital ratios:
Leverage........................................... 6.29% 8.43%
Equity to assets................................... 7.82% 8.65%
Tangible equity to assets.......................... 5.87% 7.54%
</TABLE>
15
<PAGE>
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
ITEM 6(A)--Exhibits
--------
The exhibits listed in the Exhibit Index at page 18 of this Form 10-Q are
filed herewith or are incorporated by reference herein.
ITEM 6(B)--Forms 8-K
---------
No Forms 8-K were filed by AmSouth during the period December 31, 1994 to
March 31, 1995.
16
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, AMSOUTH
HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED
THEREUNTO DULY AUTHORIZED.
May 15, 1995 By: /s/ John W. Woods
----------------------------------
John W. Woods
Chairman of the
---------------
Board and Chief Executive Officer
---------------------------------
May 15, 1995 By: /s/ Kristen M. Hudak
----------------------------------
Kristen M. Hudak
Senior Executive Vice President and
-----------------------------------
Chief Financial Officer
-----------------------
(Principal Financial Officer)
-----------------------------
17
<PAGE>
EXHIBIT INDEX
The following is a list of exhibits including items incorporated by reference.
2 Agreement and Plan of Merger dated as of September 12, 1993, between
Fortune Bancorp, Inc. and AmSouth Bancorporation, as amended by
amendment dated as of May 11, 1994 (1)
3-a Restated Certificate of Incorporation of AmSouth Bancorporation (2)
3-b Bylaws of AmSouth Bancorporation, as amended
10-a AmSouth Bancorporation Executive Incentive Plan
10-b AmSouth Bancorporation Supplemental Retirement Plan
10-c AmSouth Bancorporation Supplemental Thrift Plan
11 Statement Re: Computation of Earnings per Share
15 Letter Re: Unaudited Interim Financial Information
27 Financial Data Schedule
18
<PAGE>
NOTES TO EXHIBITS
(1) Filed as Exhibit 2(a) to AmSouth's Report on Form 8-K filed on September
16, 1993, as amended by a Form 8-K/A filed on September 23, 1993, and Annex
A to the Supplement to the Proxy Statement/ Prospectus dated May 12, 1994
and filed pursuant to rule 424 (b)(3), incorporated herein by reference
(2) Filed as Exhibit 3-b to AmSouth's Form 10-Q Quarterly Report for the
quarter ended March 31, 1993, incorporated herein by reference
19
<PAGE>
EXHIBIT 3-b
400-1
Section: BY-LAWS
(AMSOUTH BANCORPORATION)
Subject: Article I - Offices
Date: April, 1995
SECTION 1.1: PRINCIPAL OFFICE AND OTHER OFFICES
The principal office of the corporation shall be in
Birmingham, Jefferson County, Alabama. The corporation
may have such other offices, either within or without
the State of Alabama, as the Board of Directors may
designate or as the business of the corporation may
require from time to time.
<PAGE>
400-2
Section: BY-LAWS
(AMSOUTH BANCORPORATION)
Subject: Article II - Shareholders
Date: April, 1995
SECTION 2.1: ANNUAL MEETING
The annual meeting of the shareholders shall be held on
the third Thursday in the month of April in each year,
at the hour of 11:00 o'clock, a.m., local time, for the
purpose of electing directors and for the transaction of
such other business as may come before the meeting. If
the day fixed for the annual meeting shall be a legal
holiday in the state in which the meeting is to be held,
such meeting shall be held on the next succeeding
business day. If the election of directors shall not be
held on the day designated herein for any annual meeting
of the shareholders, or at any adjournment thereof, the
Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon
thereafter as conveniently may be.
SECTION 2.2: SPECIAL MEETINGS
Special meetings of the shareholders, for any purpose or
purposes, may be called only as provided in the Restated
Certificate of Incorporation.
SECTION 2.3: PLACE OF MEETING
The place of meeting shall be the principal office of
the corporation in the State of Alabama unless some
other place, either within or without the State of
Alabama, is designated by the directors.
<PAGE>
SECTION 2.4: NOTICE OF MEETING: FORM; CONTENTS; DELIVERY METHOD;
DELIVERY TIME
Written or printed notice stating (a) the place, day,
and hour of the meeting and, in the case of a special
meeting, or a meeting which is required by statute to be
held for any special purpose, or of an annual meeting at
which special action is to be taken, (b) the purpose or
purposes for which the meeting is called, or the special
action which is proposed to be taken shall be delivered
either personally or by mail, by or at the direction of
the Board of Directors, the Chief Executive Officer, the
Secretary, or the persons calling the meeting, to each
shareholder of record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be given when
deposited in the United States mail addressed to the
shareholder at his or her address as it appears on the
records of the corporation, with postage thereon
prepaid. Any such notice which relates to an annual
meeting of shareholders shall be delivered not less than
ten (10) nor more than fifty (50) days before the date
of the meeting; and, any such notice which relates to
any special meeting of shareholders shall be delivered
as provided in the Restated Certificate of
Incorporation.
SECTION 2.5: CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE
For the purpose of determining which shareholders are
entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or which
shareholders are entitled to receive payment of any
dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of
Directors of the corporation may provide that the stock
transfer books shall be closed for a stated period, but
not to exceed, in any case, fifty (50) days, or in the
case of a determination of shareholders eligible to vote
at a special meeting of shareholders called by the
shareholders, not more than seventy-five (75) days,
before the meeting or other event or occasion.
If the stock transfer books shall be closed for the
purpose of determining which shareholders are entitled
to notice of or to vote at a meeting of shareholders,
such books shall be closed for at least ten (10) days
immediately preceding such meeting.
<PAGE>
In lieu of closing the stock transfer books, the Board
of Directors or, in the case of a dividend record date,
the Executive Committee may fix in advance a date as
the record date for any such determination of
shareholders, such date in any case to be not more than
fifty (50) days and, in the case of a meeting of
shareholders, not less than ten (10) days (or, in the
case of a determination of shareholders eligible to vote
at a special meeting of shareholders called by the
shareholders, not more than seventy-five (75) days)
prior to the date on which the particular action
requiring such determination of shareholders is to be
taken.
If the stock transfer books are not closed and no record
date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of the
shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the
meeting is mailed, or the date on which the resolution
of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date
for such determination of shareholders.
When a determination of shareholders entitled to vote at
any meeting of shareholders has been made as provided in
this section, such determination shall apply to any
adjournment thereof, except where the determination has
been made through the closing of the stock transfer
books and the stated period of closing has expired.
SECTION 2.6: VOTING LISTS
The officer or agent having charge of the stock ledger
for shares of the corporation shall make, at least ten
(10) days before each meeting of shareholders, a
complete list of the shareholders entitled to vote at
such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address and the number of
shares held by each, which list, for a period of ten
(10) days prior to such meeting, shall be kept on file
at the principal office of the corporation and shall be
subject to inspection by any shareholder at any time
during usual business hours. Such list shall also be
produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting. The
original stock ledger shall be the
<PAGE>
only evidence as to who are the shareholders entitled to
examine such list or stock ledger or books of the
corporation or to vote in person or by proxy at any
meeting of shareholders.
SECTION 2.7: QUORUM
A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders.
If less than a majority of the outstanding shares are
represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time
without further notice. At such adjourned meeting at
which a quorum shall be present or represented, any
business may be transacted which might have been
transacted at the meeting under the original notice. The
shareholders present at a duly organized meeting may
continue to transact business until the meeting is
adjourned, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
SECTION 2.8: PROXIES
At all meetings of shareholders, a shareholder may vote
by proxy in writing executed by the shareholder or by
his or her duly authorized attorney in fact. Such proxy
shall be filed with the Secretary of the corporation
before or at the time of the meeting. No proxy shall be
valid after eleven (11) months from the date of its
execution, unless otherwise provided in the proxy.
SECTION 2.9: VOTING OF SHARES
Each outstanding share entitled to vote shall be
entitled to one (1) vote upon each matter submitted to a
vote at a meeting of the shareholders.
SECTION 2.10: VOTING OF SHARES BY CERTAIN HOLDERS
Except as provided in this paragraph, shares standing in
the name of another corporation may be voted by such
officer,
<PAGE>
agent, or proxy, as the by-laws of such corporation may
prescribe, or, in the absence of such provision, as the
Board of Directors of such corporation may determine.
Shares belonging to another corporation, if a majority
of the shares entitled to vote for the election of
directors of such other corporation is held by the
corporation, shall not be voted at any meeting or
counted in determining the total number of outstanding
shares at any given time; provided, however, that
nothing in this section shall be construed as limiting
the right of any such other corporation to vote stock of
the corporation held by it in a fiduciary capacity.
Shares held by an administrator, executor, guardian, or
conservator may be voted by him or her, either in person
or by proxy, without a transfer of such shares into his
or her name. Shares standing in the name of a trustee
may be voted by him or her, either in person or by
proxy; but, no trustee shall be entitled to vote shares
held by him or her without a transfer of such shares
into his or her name.
Shares standing in the name of a receiver may be voted
by such receiver, and shares held or under the control
of a receiver may be voted by such receiver without the
transfer thereof into his or her name if authority so to
do is contained in an appropriate order of the court by
which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled
to vote such shares unless in the transfer by the
pledgor on the books of the corporation the pledgor has
expressly empowered the pledgee to vote thereon, in
which case only the pledgee, or his or her proxy, may
represent such shares and vote thereon. Treasury shares
shall not be voted, directly or indirectly, at any
meeting, and shall not be counted in determining the
presence of a quorum.
<PAGE>
SECTION 2.11: INSPECTORS
Prior to any meeting of shareholders, the Board of
Directors or the Chief Executive Officer shall appoint
one or more inspectors to act at the meeting and make a
written report and may designate one or more persons as
alternate inspectors to replace any inspector who fails
to act. If no inspector or alternate is able to act at
the meeting of shareholders, the person presiding at the
meeting shall appoint one or more inspectors to act at
the meeting. Inspectors may, but are not required to be,
employees of the corporation or of its subsidiaries.
Each inspector, before entering upon the discharge of
his or her duties, shall take and sign an oath
faithfully to execute the duties of inspector with
strict impartiality and according to the best of his or
her ability.
The inspectors shall ascertain the number of shares
outstanding and the voting power of each, determine the
shares represented at the meeting and the validity of
proxies and ballots, count all votes and ballots,
determine and retain for a reasonable period a record of
the disposition of any challenges made to any
determination by the inspectors and certify their
determination of the number of shares represented at the
meeting and their count of all votes and ballots. The
inspectors may appoint or retain other persons or
entities to assist them in the performance of their
duties.
The date and time of the opening and closing of the
polls for each matter upon which the shareholders will
vote at a meeting shall be announced at the meeting. No
ballot, proxy, or vote, nor any revocation thereof or
change thereto, shall be accepted by the inspectors
after the closing of the polls.
In determining the validity and counting of proxies and
ballots, the inspectors shall be limited to an
examination of the proxies, any envelopes submitted
therewith, any information provided by a shareholder who
submits a proxy by telegram, cablegram, or other
electronic transmission from which it can be determined
that the proxy was authorized by the shareholder,
ballots, and the regular books and records of the
corporation, and they may also consider other reliable
information for the limited purpose of reconciling
proxies and ballots submitted by or on behalf of banks,
brokers, their nominees or similar persons which
represent more votes than the holder of a proxy is
authorized by the record owner to
<PAGE>
cast or more votes than the shareholder holds of record.
If the inspectors consider other reliable information
for such purpose, they shall, at the time they make
their certification, specify the precise information
considered by them, including the person or persons from
whom they obtained the information, when the information
was obtained, the means by which the information was
obtained and the basis for the inspectors' belief that
such information is accurate and reliable.
<PAGE>
400-3
Section: BY-LAWS
(AMSOUTH BANCORPORATION)
Subject: Article III - Board of Directors
Date: April, 1995
SECTION 3.1: GENERAL POWERS
The business and affairs of the corporation shall be
managed under the direction of its Board of Directors.
SECTION 3.2: NUMBER, TENURE, AND QUALIFICATIONS
(a) Subject to the provisions of Paragraph (5) of
Section XI of the Restated Certificate of Incorporation
relating to the rights of the holders of any class or
series of Preferred Stock, as defined in Section IV of
the Restated Certificate of Incorporation, to elect
under specified circumstances by separate class vote
additional directors, the number of directors of the
corporation shall be fixed from time to time by the
affirmative vote of two-thirds of the total number of
directors then in office who have been elected by the
holders of the capital stock of the corporation entitled
to vote generally for the election of directors. No
decrease in the number of directors shall shorten the
term of any incumbent director.
(b) Directors need not be residents of the States of
Alabama or Delaware nor shareholders of the corporation.
(c) Any director who has
(i) reached the age of sixty-eight (68) years,
(ii) become disabled to the extent that (in the
judgment of a majority of the remaining outside
directors) he or she has been unable to perform the
duties of a director of this corporation or
(iii) retired or otherwise become permanently
separated from the business or professional position
which he or she held at the time of his or her
election to the Board of Directors will resign his or
her seat on the Board of Directors forthwith
<PAGE>
and, if no resignation is received by the corporation by
the end of the calendar month in which the sixty-eighth
birthday, disability, or separation from business occurs
or becomes permanent, his or her seat will be declared
vacant by the Board of Directors and filled as
hereinafter provided.
(d) Any director who is an officer of the corporation,
or of any subsidiary thereof, shall resign as a director
effective on the date he or she ceases to be an officer.
(e) On recommendation of the Director Affairs Committee,
the application to any individual of any provision of
this Section 3.2 (c) (i) and (iii) may be waived by the
Board of Directors; provided, however, that any such
waiver shall be effective only on a year-to-year basis.
SECTION 3.3: REGULAR MEETINGS
A regular meeting of the Board of Directors shall be
held without other notice than this by-law at 1:00
o'clock, p. m., local time, on the third Thursday of the
months of January, February, April, June, July, October,
and December (unless such date shall fall on a holiday
observed by AmSouth Bank of Alabama, in which event, the
meeting shall be held on the next succeeding business
day and at the same hour or at such other hour as may be
designated by the Board of Directors). The Board of
Directors may provide, by resolution, the time and
place, either within or without the State of Alabama,
for the holding of additional or substitute regular
meetings without other notice than such resolution.
SECTION 3.4: SPECIAL MEETINGS
Special meetings of the Board of Directors may be called
by or at the request of the Chief Executive Officer or
any three (3) directors. A special meeting of the Board
of Directors shall be held at the principal office of
the corporation unless all directors agree in advance
and in writing that it be held at another place, either
within or without the State of Alabama.
<PAGE>
SECTION 3.5: PARTICIPATION BY CONFERENCE TELEPHONE
Members of the Board of Directors, or of any committee
thereof, may participate in any meeting of the Board of
Directors or of any such committee by means of a
conference telephone or similar communications equipment
by means of which all persons participating in the
meeting can hear each other; and, participation in a
meeting in such manner shall constitute presence in
person at the meeting.
SECTION 3.6: INFORMAL ACTION
Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee
thereof may be taken without a meeting, if, prior to
such action, a written consent thereto is signed by all
members of the Board of Directors or of such committee,
as the case may be, and such written consent is filed
with the minutes of proceedings of the Board of
Directors or committee.
SECTION 3.7: NOTICE
At least one (1) day's notice of any special meeting of
the Board of Directors or of any meeting of a committee
of the Board of Directors shall be given to all
directors or committee members, as the case may be,
unless, in the opinion of the officers or directors
calling the meeting, an emergency exists which requires
less than one (1) day's notice; in that event, only such
notice need be given as such officer or directors shall
direct. Any director may waive notice of any meeting.
(See, Section 10.1 of these by-laws.) The attendance of
a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends
a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not
lawfully called or convened.
SECTION 3.8: FEES
By resolution of the Board of Directors, the directors
may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors or any committee
thereof, and may be
<PAGE>
paid a fixed sum for attendance at each such meeting or
a stated salary as director, or both.
SECTION 3.9: QUORUM
Except as otherwise provided in Section XI of the
Restated Certificate of Incorporation, a majority of the
sum of (i) the number of directors determined pursuant
to Paragraph (2) of Section XI of the Restated
Certificate of Incorporation and Section 3.2(a) of these
by-laws, and (ii) the number of directors, if any,
elected under specified circumstances by a separate
class vote of the holders of any class or series of
Preferred Stock, as defined in Section IV of the
Restated Certificate of Incorporation, shall constitute
a quorum for the transaction of business at any meeting
of the Board of Directors; but, if less than such quorum
is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time
without further notice.
SECTION 3.10: MANNER OF ACTING
Except as provided in Sections VIII and XI of the
Restated Certificate of Incorporation and Section 3.2(a)
and Section 3.15 of these by-laws, the act of the
majority of the directors present at a meeting at which
a quorum is present shall be the act of the Board of
Directors.
SECTION 3.11: VACANCIES
Any vacancy occurring in the Board of Directors and any
directorship to be filled by reason of an increase in
the number of directorships or any other reason shall be
filled according to the provisions of Section XI of the
Restated Certificate of Incorporation.
<PAGE>
SECTION 3.12: COMMITTEES OF THE BOARD OF DIRECTORS
The standing committees of the Board of Directors shall
be the following:
a. Executive Committee
b. Strategic Planning Committee
c. Director Affairs Committee
d. Executive Compensation and Benefits Committee
e. Audit, Compliance, and Public Policy Committee
f. Finance and Pension Fund Committee
SECTION 3.13: COMMITTEE MEMBERSHIP AND OPERATIONS
SECTION 3.13 (a): The Executive Committee will be made up of the Chairman
of the Board, as chairman of the committee, and the
chairmen of the other standing committees.
SECTION 3.13 (b): The Strategic Planning Committee shall consist of all
outside, independent directors.
(1) A director will not be considered as
"independent" if he or she is an employee or former
employee of the corporation or any of its subsidiaries,
or is a substantial customer of or a supplier of goods
or services to the corporation, or is a significant
advisor or consultant to the corporation, except when
the Board has determined that the facts of such
relationship with the corporation are not such as would
influence the exercise of independent judgment by the
director. (The ownership of stock in the corporation by
directors is encouraged and the ownership of a
substantial amount of stock is not in itself a basis for
a director to be considered as not "independent".)
(2) A director will not be considered an "outside"
director if he or she is an employee or a former
employee of the corporation or any of its subsidiaries.
SECTION 3.13 (c): The membership of the standing committees other than the
Executive Committee will be composed only of outside
directors; there will be no less than three outside
directors on each of the committees; and, in the case of
the Executive Compensation and Benefits Committee, none
of the members shall be or shall have been an employee
or officer of the corporation or its subsidiaries or be
eligible (or have been
<PAGE>
eligible during the twelve months preceding assignment
to the committee) to participate in any compensation
plan of the corporation, the administration of which is
limited to directors who are not eligible to
participate.
SECTION 3.13 (d): Directors may serve on more than one committee but no
director simultaneously may be chairman of more than one
committee.
SECTION 3.13 (e): Each committee will have a secretary, who may, but need
not be, a member of the committee or of the Board, whose
duty it will be to take and transcribe minutes of each
committee meeting and to deliver them to the Secretary
of the corporation.
SECTION 3.13 (f): Annually, at its organizational meeting, the Board of
Directors will elect members to committee memberships
and appoint chairmen of the committees. Members and
chairmen of committees will serve until their successors
are elected and may succeed themselves. At the time
membership of a committee is elected, the Board may
designate one or more directors as alternate members,
who may replace any absent or disqualified member at any
meeting of that committee.
SECTION 3.13 (g): The Chairman of the Board of Directors and the chairman
of each committee will determine when the committee
meets. Either the Chairman of the Board of Directors or
the chairman of a committee may call meetings of the
committee at any time.
SECTION 3.13 (h): The Chairman of the Board of Directors and the chairman
of each committee will develop the committee's agenda,
which will be consistent with the role of the committee
as provided in these by-laws or in the Board of
Directors resolution establishing the committee.
SECTION 3.13 (i): A majority of the members of a committee shall
constitute a quorum of its members and the act of a
majority of the members present at a meeting at which a
quorum is present shall be the act of the committee.
Further, in the absence or disqualification of a member
of a committee, the member or members present at any
meeting and not disqualified from voting, whether or not
he, she, or they constitute a quorum and if they act
unanimously, may appoint another member of the Board of
Directors to act at the meeting in the place of
<PAGE>
any such absent or disqualified member.
SECTION 3.14: STANDING COMMITTEES' AREAS OF RESPONSIBILITY
SECTION 3.14 (a): EXECUTIVE COMMITTEE
In the time between meetings of the Board of Directors,
the Executive Committee shall have and may exercise all
of the authority and powers of the Board of Directors to
the extent allowed by law, specifically including,
without thereby limiting the generality of the
foregoing, the authority to declare dividends. The
Executive Committee shall inform the Board of Directors
of all actions taken by it at the first meeting of the
Board of Directors following the taking of any such
action.
SECTION 3.14 (b): STRATEGIC PLANNING COMMITTEE
Duties and responsibilities:
(1) To review periodically with the Chief
Executive Officer of the corporation the mission and
strategy of the corporation and its major subsidiaries;
(2) To review and address with the Chief Executive
Officer the significant issues and opportunities which
affect the corporation and its strategy as such issues
and opportunities arise;
(3) To review and act upon the recommendations of
the Chief Executive Officer with respect to plans which
will further the execution of the corporation's
strategy;
(4) To review and act upon the recommendations of
the Chief Executive Officer with respect to modification
of the mission or strategy of the corporation;
(5) To review annually the corporation's plans for
succession and management development of key officers of
the corporation, and to have on a continuing basis the
recommendation of the Chief Executive Officer as to his
successor, should he resign, die, or become unexpectedly
<PAGE>
disabled;
(6) To review at least twice annually, in
executive session at which members are free to raise any
subject, its evaluation of the performance of the Chief
Executive Officer.
SECTION 3.14 (c): AUDIT, COMPLIANCE, AND PUBLIC POLICY COMMITTEE
Duties and Responsibilities:
(1) To protect the shareholders, customers,
employees, and directors of the corporation and its
subsidiaries from undue risks and from liability by
securing and reviewing financial and other information
about the corporation and its subsidiaries and by
monitoring the compliance of the corporation and its
subsidiaries with the various laws and regulations to
which the corporation and its subsidiaries are subject
(including, without limitation, the provisions of the
Federal Deposit Insurance Corporation Improvement Act
[FIDICIA]);
(2) To review with the chief internal auditor and
the independent public accountant their annual audit
plans, including the degree of coordination of their
respective plans and to enquire into the extent to which
the planned audit scope can be relied upon to detect
fraud or weakness in internal controls;
(3) To make recommendations to the Board of
Directors with regard to the appointment or discharge of
the corporation's independent public accountants;
(4) To review with the independent public
accountants the cooperation received from management
during the course of the audit and the extent to which
any restrictions placed upon them may have affected
their examination;
(5) To review the Annual Report to Shareholders
prior to its publication and to discuss with the
independent public accountants any significant
transactions not a normal part of the corporation's
business, significant adjustments proposed by them, and
comments submitted by the independent public accountants
concerning the corporation's system of internal
<PAGE>
accounting control, together with management's actions
to correct any deficiencies noted;
(6) To review steps taken to assure compliance
with the corporation's policy regarding conflicts of
interest and business ethics;
(7) To review transactions or relationships
between the corporation and any director, officer, or
stockholder owning more than 5% of the corporation's
common stock (including any family members of the
foregoing); and to make recommendations to the Board of
Directors concerning whether such relationships should
continue; and, to ascertain that appropriate reporting
of such transactions or relationships has been made in
accordance with regulations of the Securities and
Exchange Commission and other regulatory agencies;
(8) To review the quality and depth of staffing of
the corporation's financial, accounting, and internal
audit personnel;
(9) To review the scope of the internal auditors'
activities, their reports of findings resulting from the
examination of the corporation's records, operations,
and systems of internal accounting controls, and matters
affecting their independence in the performance of the
audit of the corporation's accounts;
(10) To meet at least annually with the
independent public accountants and internal auditors to
verify the corporation's financial statements, internal
accounting control systems, and compliance with the
corporation's policy, laws, and other regulations of the
various banks and other subsidiaries owned by the
corporation and to review with them the results of
examinations by regulatory agencies and the
effectiveness of the corrective action taken by
management in response to the examination reports;
(11) To consider and review the policies and
practices established by the corporation from time to
time to address issues of social and public concern,
including, but not limited to, equal employment
opportunity, charitable and educational contributions,
health and safety programs, environmental protection and
energy conservation,
<PAGE>
government affairs, and shareholder relations;
(12) To review significant legislative and other
social trends and developments of importance to the
corporation and its employees and customers;
(13) To report, and make recommendations, to the
Board of Directors from time to time, as the committee
may deem advisable, on any of the matters described
above;
(14) To review expense accounts and executive
perquisites of the corporation's Management Committee;
(15) To communicate and meet regularly and in
private session with (i) the corporation's independent
public accountants, (ii) the corporation's internal
auditors, (iii) the corporation's officers responsible
for loan review, and (iv) the corporation's senior
management;
(16) To review all significant litigation
involving the corporation and, particularly, all
litigation involving claims of wrong-doing by directors,
officers, or independent public accountants of the
corporation;
(17) To review annually with management their
plans for the scope of the independent public
accountants' activities, including their performance of
non-audit services, and expected fees to be incurred
therefore, the accountant's report of findings resulting
from examination of the corporation's records and
systems of internal accounting controls, and matters
affecting their independence in the performance of the
audit of the corporation's books and records
SECTION 3.14 (d): EXECUTIVE COMPENSATION AND BENEFITS COMMITTEE.
Duties and Responsibilities:
(1) Periodically to examine and make
recommendations to the Board of Directors regarding the
corporation's overall executive compensation structure;
(2) To administer the corporation's executive
<PAGE>
compensation plans or other arrangements providing for
benefits to officers of the corporation in accordance
with the terms of the plans and any rules and
regulations thereunder, and to delegate all or a portion
of its powers and responsibilities with respect to such
plans to the Chief Executive Officer of the corporation;
provided, however, that the Committee shall retain all
power and responsibility with respect to awards granted
to officers of the corporation or its subsidiaries at
the level of Executive Vice President and above;
(3) To designate the employees eligible to be
granted awards under the corporation's executive
compensation plans and other arrangements providing for
benefits to officers of the corporation, and the type,
amount, and timing of such awards; provided, however,
that the committee may delegate to the Chief Executive
Officer of the corporation its responsibilities to
approve awards to employees of the corporation and its
subsidiaries below the level of Executive Vice
Presidents;
(4) To review and make recommendations to the
Board of Directors with respect to creation of new
executive compensation plans of the corporation and plan
terminations;
(5) To consider and make recommendations to the
Board of Directors concerning amendments to existing
executive compensation plans;
(6) To review annually and approve the salaries
paid to officers of the corporation and of its
subsidiaries at the level of Executive Vice President
and above;
(7) To consider and recommend to the Board of
Directors the terms of any contractual agreements and
other similar arrangements that may be entered into with
officers of the corporation and of its subsidiaries;
(8) To recommend to the Board of Directors a slate
of executive officers of the corporation at the level of
the Management Committee or higher to be elected
annually and to recommend at other appropriate times,
with respect to executive officers at the level of the
Management Committee or higher, their removal,
promotion, and the filling of vacancies which occur
during the year;
<PAGE>
(9) To review and approve or disapprove the
holding or assuming of any office or board membership or
similar position with any non-affiliated corporation or
other entity by any officer of the corporation or by any
officer of any subsidiary or affiliate of the
corporation at the level of Executive Vice President or
above; provided, however, that action of the committee
shall not be required for holding positions with any
"not-for-profit" entity, including any civic, religious,
community, or charitable institution nor for positions
held by officers of the Trust Division as a part of
their duties as trust officers. The committee shall act
upon the written recommendation of the Chief Executive
Officer and no officer at the level of Executive Vice
President or above shall accept or stand for election
for any such position without the prior approval of this
committee.
SECTION 3.14 (e): FINANCE AND PENSION FUND COMMITTEE.
Duties and Responsibilities:
(1) To review and make recommendations regarding:
(A) dividend policy and action;
(B) issuance of debt and equity securities by
the corporation and its subsidiaries and affiliates and
the material terms of all such debt and equity
securities; and,
(C) guarantees of debt by the corporation, its
subsidiaries and affiliates.
(2) To review the recommendations of the
corporation's management concerning financial policies
and, based thereon, to set and approve:
(A) Long-term financial policies and annual
financial plans of the corporation and its subsidiaries;
(B) Policies relating to management of foreign
currencies and foreign credit of the corporation and its
subsidiaries;
(C) Policies for portfolio investments of the
<PAGE>
corporation and its subsidiaries;
(D) Expenditures, commitments, and
dispositions by the corporation and its subsidiaries of
property valued in excess of Five Million Dollars;
except, however, no such approval shall be required for
the disposition of property acquired by a bank in the
collection of a debt due to the bank, through
foreclosure or otherwise (generally "Other Real Estate
Owned");
(E) The selection and appointment of
investment bankers and managing underwriters in
connection with the issuance of securities by the
corporation, its subsidiaries, or affiliates; and,
(F) The terms of loans made by the corporation
to its subsidiaries or affiliates and borrowings by the
corporation from its subsidiaries or affiliates.
(3) To review at least annually the risk-
management policy of the corporation and its program of
insurance;
(4) To review at least annually the financial
status and investment performance of all the
corporation's retirement and employee benefit plans;
(5) To select and appoint plan administrators,
trustees, actuaries, and investment managers (and
allocate assets of the plans among investment managers,
if any) and to review periodically the administration of
the plans;
(6) To review annually the actuarial assumptions
and reports for the plans;
(7) To establish and, as appropriate, review the
investment and funding policies and objectives of the
plans;
(8) To review at least annually compliance with
the Employee Retirement Income Security Act of 1974, as
amended, and Internal Revenue Service and Department of
Labor regulations;
(9) To review and approve plan amendments of a
non-material nature;
<PAGE>
(10) To review and make recommendations to the
Board of Directors with respect to the creation of new
plans of the corporation subject to the provisions of
the Employee Retirement Income Security Act of 1974, as
amended, plan terminations, and plan amendments of a
material nature.
SECTION 3.14 (f): DIRECTOR AFFAIRS COMMITTEE
Duties and Responsibilities:
(1) To recommend to the Board of Directors
criteria regarding composition of the Board of
Directors, the size of the Board of Directors, the mix
of employee and non-employee directors, and Board of
Directors retirement and tenure policies;
(2) To review and make recommendations to the
Board of Directors regarding director compensation and
benefits;
(3) To review qualifications of candidates for
Board of Directors membership;
(4) To screen and interview possible candidates
for Board of Directors membership and to assist in
attracting qualified candidates;
(5) To recommend to the Board of Directors a slate
of nominees or individual nominees to be proposed for
election as directors at annual meetings and other
appropriate times;
(6) To review the qualifications and effectiveness
of incumbent directors and the Board of Directors.
SECTION 3.15: OTHER COMMITTEES OF THE BOARD
The Board of Directors may, by resolution or resolutions
passed by a majority of the whole Board, designate one
or more committees, which, to the extent provided in
such resolution or resolutions, shall have, and may
during intervals between the meetings of the Board of
Directors exercise, the powers of the Board of Directors
in the management of the business and affairs of the
corporation and may have power to authorize the seal of
the corporation to be affixed to all papers
<PAGE>
which may require it. Each such committee or committees
shall consist of two or more of the directors of the
corporation and shall have such name or names as may be
determined from time to time by resolution or
resolutions adopted by the Board of Directors. The
designation of any such committee or committees and the
delegation thereto of authority shall not operate to
relieve the Board of Directors, nor any member thereof,
of any responsibility imposed upon it, him, or her, by
law.
SECTION 3.16: EMERITUS BOARD OF DIRECTORS
There shall be an "Emeritus Board of Directors" which
shall consist of directors of the corporation who have
retired, either by reason of age or because of being
retired or otherwise permanently separated from the
business or professional position which he or she held
at the time of his or her election to the Board of
Directors. The Emeritus Board of Directors will meet
with the senior management of the corporation quarterly
or at such other times as may be determined by the Board
of Directors on the recommendation of the Director
Affairs Committee. Retiring directors of the corporation
(including officer-directors) shall be eligible to
become Emeritus Directors of the corporation for a
period not to exceed five (5) years or as otherwise may
be determined by the Board of Directors on the
recommendation of the Director Affairs Committee. By
resolution of the Board of Directors, Emeritus Directors
may be paid their reasonable transportation expenses, if
any, of attendance at each meeting of the Emeritus Board
and also may be paid a fixed sum for attendance at each
such meeting or a stated salary as Emeritus Director, or
both.
<PAGE>
400-4
Section: BY-LAWS
(AMSOUTH BANCORPORATION)
Subject: Article IV - Officers And Employees
Date: April, 1995
SECTION 4.1: GENERAL
(a) NUMBER. The officers of this corporation shall
consist of a Chairman of the Board of Directors, a
President, one or more Vice Presidents (one or more of
whom may be designated by the Board of Directors as
Senior Executive Vice President, Executive Vice
President, Senior Vice President, or such other title as
the Board of Directors may determine), a Chief
Accounting Officer, and a Corporate Secretary and may
also include such other officers as the Board of
Directors may from time to time determine, including,
but not limited to, one or more Vice Chairmen and one or
more Assistant Secretaries. Either the Chairman of the
Board or the President shall be designated by the Board
of Directors as the Chief Executive Officer of the
corporation; the President, a Vice Chairman, or one of
the Vice Presidents may be designated by the Board as
the Chief Operating Officer of the corporation; and,
other officers may be designated by other titles such as
"Chief Compliance Officer", "Chief Financial Officer",
"Chief Credit Officer", and the like.
(b) EXECUTIVE OFFICERS; ORDER OF AUTHORITY. As used in
these by-laws, the term "Executive Officers" shall
include the Chairman of the Board (if, but only if, he
also is the Chief Executive Officer), the President
(regardless of whether he is the Chief Executive
Officer), any Vice Chairman of the Board, the Senior
Executive Vice Presidents, and the Executive Vice
Presidents. Their "order of authority" shall be the
order in which their titles are listed above; except
that, if two or more officers have the same title, their
order of authority shall be any order of authority
designated by the Board of Directors or the Executive
Compensation and Benefits Committee.
<PAGE>
(c) DUAL OFFICES. Any two or more offices in this
corporation may, except where prohibited by law, be held
by the same individual. In cases where an individual
holds more than one office, that person shall have the
authority of all offices so held and shall occupy the
"order of authority" provided in these by-laws for the
more senior of the offices held.
(d) MANNER OF ELECTION; TERM OF OFFICE. Except as
provided below, all officers shall be elected annually
by the Board of Directors at their first meeting next
following the Annual Meeting of Shareholders of the
corporation, or as soon thereafter as is practicable;
and, their terms of office shall be for one (1) year,
commencing upon election, or until their successors are
elected and qualified, whichever occurs later.
The Board of Directors may, at any time and for any
reason sufficient to them, elect such other officers as
they may deem desirable.
Each of the two (2) Executive Officers having the
highest order of authority has the power to elect or
appoint all employees and all officers holding a title
at or below that of Senior Vice President. Appointment
of employees and election of persons to an office at or
below the level of Senior Vice President shall be made,
unless one of the said two (2) Executive Officers acts
directly in a particular instance, as provided in the
personnel policies of the corporation, as they may from
time to time be adopted, amended, and modified.
Compensation of all officers and employees shall be
fixed as provided in the personnel policies of this
corporation.
(e) REMOVAL FROM OFFICE. All officers and employees
serve at the will of this corporation and may be removed
from office and employment at any time, with or without
cause.
Only the Board of Directors or its Executive Committee
can remove from office the Chief Executive Officer, the
Chairman of the Board, or the President.
All other officers and employees may be removed from
office by either of the two (2) Executive Officers
having the highest order of authority or by any person
authorized so to do by the personnel policies of this
corporation; and, unless one of the said two (2)
Executive Officers acts directly in a particular
<PAGE>
instance, removal from office or employment shall be as
provided in the personnel policies of the corporation,
as they may from time to time be adopted, amended, and
modified.
(f) VACANCIES Offices becoming vacant will be filled by
the Board of Directors or the Executive Committee as
soon as deemed practicable. In the event of a vacancy in
any of the offices of the Executive Officers, any of the
other Executive Officers remaining may be elected to
fill the vacancy in such office for such period as the
Board of Directors may determine or until further action
by the Board.
SECTION 4.2: CHIEF EXECUTIVE OFFICER
Subject to the control of the Board of Directors, of the
Executive Committee, and of other committees of the
Board having authority, the Chief Executive Officer
shall be vested with authority to act for the
corporation in all matters to the extent that such
delegation of authority may not be contrary to law; and
shall have general charge of the corporation and of its
business and affairs, including authority over the
detailed operations of the corporation and over its
employees; and, subject to the limitations stated, shall
have full power and authority to do and perform in the
name of the corporation all acts necessary or proper in
his opinion to be done and performed and to execute for
and in the name of the corporation all instruments,
agreements, and deeds which may be authorized to be
executed on behalf of the corporation or which may be
required by law.
SECTION 4.3: CHAIRMAN OF THE BOARD
The Chairman of the Board, or in his absence, the
President or other Executive Officers, in their order of
authority, shall preside at all regular, called, or
special meetings of the Board of Directors, the
Executive Committee, and the shareholders, and at
adjournments thereof.
SECTION 4.4: PRESIDENT
The President shall, subject to the direction of the
Board of Directors, its Executive Committee, other
committees of the
<PAGE>
Board of Directors having authority (and, if he is not
the Chief Executive Officer, then also subject to the
direction of the Chief Executive Officer), be vested
with authority to act for the corporation in all matters
to the extent that such delegation of authority may not
be contrary to law. The President, regardless of whether
he is also the Chief Executive Officer, shall have the
same power to sign for the corporation as is prescribed
in these by-laws for the Chief Executive Officer. The
President shall perform all duties incidental to the
office and shall perform such other duties as may be
assigned from time to time by the Board of Directors or
the Chief Executive Officer.
SECTION 4.5: OTHER EXECUTIVE OFFICERS
Each of the Executive Officers shall (subject to the
direction of the Board of Directors and of the
committees of the Board having authority and to the
direction of the Chief Executive Officer) have and may
exercise authority to act for the corporation in all
matters to the extent that such delegation of authority
may not be contrary to law and, in general, to discharge
the functions and to exercise the authority vested in
the Chief Executive Officer in matters not otherwise
acted upon by the Chief Executive Officer or by other
Executive Officers senior in the order of authority.
Subject to the limitations stated above, the authority
of each Executive Officer shall include authority over
the operations of the corporation within his or her
assigned areas of responsibility and over assigned
employees, and authority to do and perform in the name
of the corporation all acts necessary or proper in his
or her opinion to be done and performed and to execute
for and in the name of the corporation all instruments,
agreements, and deeds which may be authorized to be
executed on behalf of the corporation or required by
law.
SECTION 4.6: VICE PRESIDENTS
Any Vice President shall have the authority to execute
in the name of the corporation stock certificates of the
corporation and transfers, conveyances, certificates,
releases, satisfactions, authentications, options,
proxies, leases, including oil, gas, and other mineral
leases, agreements or
<PAGE>
other instruments pertaining to investment, assets or
operations of the corporation or powers held or
controlled by the corporation. The Vice Presidents shall
have such other powers as are from time to time
conferred upon them by the Board of Directors,
committees of the Board, and the Executive Officers.
SECTION 4.7: CHIEF ACCOUNTING OFFICER OR CONTROLLER
An officer of the corporation shall be appointed "Chief
Accounting Officer" or "Controller" and shall have
custody of the corporation's general accounting records,
shall prepare financial statements, tax returns, profit
plans and reports to regulatory authorities, and shall
have such other duties as the Chief Executive Officer or
other Executive Officer may assign him from time to
time.
SECTION 4.8: THE SECRETARY
The Secretary shall: (a) keep the minutes of the
shareholders' and of the Board of Directors' meetings in
one (1) or more books provided for that purpose; (b) see
that all notices are duly given in accordance with the
provisions of these by-laws or as required by law; (c)
be custodian of the corporate records and of the seal of
the corporation and see that the seal of the corporation
is affixed to all documents the execution of which on
behalf of the corporation under its seal is duly
authorized; (d) keep a record of the post office address
of each shareholder which shall be furnished to the
Secretary by such shareholder; (e) have general charge
of the stock transfer books of the corporation; and (f)
in general perform all duties incident to the office of
Secretary and such other duties as from time to time may
be assigned to him or her by these by-laws, by the Chief
Executive Officer, or by the Board of Directors.
SECTION 4.9: EXERCISE OF AUTHORITY OF CHIEF EXECUTIVE OFFICER BY
OTHER EXECUTIVE OFFICERS
In case of the disqualification, disability, death,
resignation, or removal of the Chief Executive Officer,
and until the Board of Directors has filled the vacancy,
the Executive
<PAGE>
Officers, in their order of authority, shall act as such
Chief Executive Officer and with his full authority.
SECTION 4.10: MANAGEMENT COMMITTEE
There shall be a Management Committee of the corporation
to consist of such officers of the corporation and its
subsidiaries as may be appointed to sit thereon by the
Chief Executive Officer. The committee shall be chaired
by the Chief Executive Officer and shall meet at his
call.
The Management Committee shall develop, publish, and
implement detailed policies and procedures on behalf of
the corporation and its subsidiaries and affiliates
under such guidelines as may from time to time be
adopted by the Board of Directors, which reserves the
right to amend or revoke actions of the Management
Committee The Management Committee shall also have the
duty to amend, make additions to, or deletions from, or
revoke such policies and procedures, to the extent the
committee deems such actions to be necessary and
desirable. The committee shall have the duty to publish
policies and procedures in the form of a manual or
manuals for distribution to appropriate personnel of the
corporation and its subsidiaries and affiliates.
In addition to the duties prescribed above, the
Management Committee shall have such other and further
duties and responsibilities as may from time to time be
assigned to it by the Board of Directors or the Chief
Executive Officer.
<PAGE>
400-5
Section: BY-LAWS
(AMSOUTH BANCORPORATION)
Subject Article V - Contracts, Loans, Checks and
Deposits, Proxies
DATE: April, 1995
SECTION 5.1: CONTRACTS
The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on
behalf of the corporation, and such authority may be
general or confined to specific instances.
SECTION 5.2: LOANS
No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be
issued in its name unless authorized by a resolution of
the Board of Directors. Such authority may be general or
confined to specific instances.
SECTION 5.3: CHECKS, DRAFTS, ETC.
All checks, drafts, or other orders for the payment of
money, notes, or other evidences of indebtedness issued
in the name of the corporation, shall be signed by such
officer or officers, agent or agents of the corporation
and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
SECTION 5.4: DEPOSITS
All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of
the corporation in such banks, trust companies, or other
depositories as the Board of Directors may select.
<PAGE>
SECTION 5.5: PROXIES
Unless otherwise provided by resolution of the Board of
Directors, the Chief Executive Officer may from time to
time appoint an attorney or agent of the corporation, to
cast the votes which the corporation may be entitled to
cast as the holder of stock or other securities in any
other corporation any of whose stock or other securities
may be held by the corporation, at meetings of the
holders of the stock or other securities of such other
corporation, or to consent in writing, in the name and
on behalf of the corporation as such holder, to any
action by such other corporation, and may instruct the
person or persons so appointed as to the manner of
casting such votes or giving such consent, and may
execute or cause to be executed, in the name and on
behalf of the corporation and under its corporate seal
or otherwise, all such written proxies or other
instruments as he may deem necessary or proper in the
premises.
<PAGE>
400-6
Section: BY-LAWS
(AMSOUTH BANCORPORATION)
Subject: Article VI - Certificates for Shares and Their
Transfer
Date: January, 1994
SECTION 6.1: CERTIFICATES FOR SHARES
Certificates shall be issued only for whole shares and
no certificate will be issued for a fractional share.
Certificates representing whole shares of the
corporation shall be in such form as shall be determined
by the Board of Directors, such certificates shall be
signed in the manner provided by the General Corporation
Law of Delaware by the Chief Executive Officer and by
the Secretary or an Assistant Secretary. All
certificates for shares shall be consecutively numbered
or otherwise identified. The name and address of the
person to whom the shares represented thereby are
issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the
corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered
and canceled, except that in case of a lost, destroyed,
or mutilated certificate a new one may be issued
therefore upon such terms and indemnity to the
corporation as the Board of Directors may prescribe.
SECTION 6.2: TRANSFER OF SHARES
Transfer of shares of the corporation shall be made only
on the stock transfer books of the corporation by the
holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of
authority to transfer, or by his or her attorney
thereunto authorized by power of attorney duly executed
and filed with the Secretary of the corporation, and on
surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the
books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.
<PAGE>
400-7
Section: BY-LAWS
(AMSOUTH BANCORPORATION)
Subject: Article VII - Fiscal Year
Date: May, 1990
SECTION 7.1: The fiscal year of the corporation shall begin on the
first day of January and end on the 31st day of December
in each year.
<PAGE>
400-8
Section: BY-LAWS
(AMSOUTH BANCORPORATION)
Subject: Article VIII - Dividends
Date: April, 1995
SECTION 8.1: The Board of Directors or its Executive Committee may
from time to time declare, and the corporation may pay,
dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law.
<PAGE>
400-9
Section: BY-LAWS
(AMSOUTH BANCORPORATION)
Subject: Article IX - Seal
Date: May, 1990
SECTION 9.1 The corporate seal of the corporation shall be a
circular die around which shall be the words "AmSouth
Bancorporation."
<PAGE>
400-10
Section: BY-LAWS
(AMSOUTH BANCORPORATION)
Subject: Article X - Waiver of Notice
Date: May, 1990
SECTION 10.1: Whenever any notice is required to be given to any
shareholder or director of the corporation under the
provisions of these by-laws, the Restated Certificate of
Incorporation, or the provisions of law, a waiver
thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the
giving of such notice.
<PAGE>
400-11
Section: BY-LAWS
(AMSOUTH BANCORPORATION)
Subject: Article XI - Amendments
Date: April, 1995
SECTION 11.1: POWER OF DIRECTORS TO AMEND
The Board of Directors shall have the power to alter,
amend, and repeal the by-laws of the corporation or
adopt new by-laws for the corporation at any regular or
special meeting of the Board.
SECTION 11.2: POWER OF SHAREHOLDERS TO AMEND
(a) The shareholders may alter, amend, or repeal the by-
laws of the corporation or adopt new by-laws for the
corporation at any annual meeting or at a special
meeting called for the purpose, and all by-laws made by
the directors may be altered, amended, or repealed by
the shareholders; (1) provided, however, that the
affirmative vote of the holders of sixty-seven percent
(67%) of the combined voting power of the then
outstanding shares of capital stock of this corporation
entitled to vote generally for the election of
directors, voting together as a single class, shall be
required for the shareholders to alter, amend, or repeal
Section VII of the Restated Certificate of Incorporation
of this corporation, or adopt any provision of these by-
laws that would cause these by-laws to be inconsistent
with the provisions of Section VII of the Restated
Certificate of Incorporation of this corporation; (2)
provided further, however, that the affirmative vote of
the holders of eighty percent (80%) of the combined
voting power of the then outstanding shares of capital
stock of this corporation entitled to vote generally for
the election of directors, voting together as a single
class, shall be required for the shareholders to alter,
amend, or repeal Section XI of the Restated Certificate
of Incorporation of this corporation or to adopt any
provision of these by-laws that would cause these by-
laws to be inconsistent with the provisions of Section
XI of the Restated Certificate of Incorporation of this
corporation; (3) provided further,
<PAGE>
however, that the affirmative vote of the holders of
eighty percent (80%) of the combined voting power of the
then outstanding shares of capital stock of this
corporation entitled to vote generally for the election
of directors, voting together as a single class, shall
be required for the shareholders to alter, amend, or
repeal any provision of Paragraph (a) of Section 3.2 of
these by-laws or to adopt any provision of these by-laws
that would cause these by-laws to be inconsistent with
the provisions of Paragraph (a) of Section 3.2 of these
by-laws; (4) provided further, however, that the
affirmative vote of the holders of not less than eighty
percent (80%) of the outstanding shares of the voting
stock and the affirmative vote of the holders of not
less than sixty-seven percent (67%) of the voting stock
held by stockholders other than an Interested
Stockholder (as defined in Section VIII of the Restated
Certificate of Incorporation) shall be required for the
shareholders to alter, amend, or repeal Section VIII of
the Restated Certificate of Incorporation of this
corporation, or to adopt any provision of these by-laws
that would cause these by-laws to be inconsistent with
the provisions of Section VIII of the Restated
Certificate of Incorporation of this corporation.
(b) The affirmative vote of the holders of sixty-seven
percent (67%) of the combined voting power of the then
outstanding shares of capital stock of this corporation
entitled to vote generally for the election of
directors, voting together as a single class, shall be
required for the shareholders to alter, amend, or repeal
Paragraph (a) (1) of this Section 11.2 of these by-laws
or to adopt any provision of these by-laws that would
cause these by-laws to be inconsistent with Paragraph
(a) (1) of this Section 11.2 of these by-laws.
(c) The affirmative vote of the holders of eighty
percent (80%) of the combined voting power of the then
outstanding shares of capital stock of this corporation
entitled to vote generally for the election of
directors, voting together as a single class, shall be
required for the shareholders to alter, amend, or repeal
Paragraph (a) (2) or (a) (3) of this Section 11.2 of
these by-laws or to adopt any provision of these by-laws
inconsistent with Paragraph (a) (2) or (a) (3) of this
Section 11.2 of these by-laws.
(d) The affirmative vote of the holders of not less than
eighty percent (80%) of the outstanding shares of the
voting stock
<PAGE>
and the affirmative vote of the holders of not less than
sixty-seven percent (67%) of the voting stock held by
stockholders other than an Interested Stockholder (as
defined in Section VIII of the Restated Certificate of
Incorporation) shall be required for the shareholders to
alter, amend, or repeal Paragraph (a) (4) of this
Section 11.2 or to adopt any provision of these by-laws
that would cause these by-laws to be inconsistent with
Paragraph (a) (4) of this Section 11.2 of these by-laws.
<PAGE>
EXHIBIT 10-a
AMSOUTH BANCORPORATION
EXECUTIVE INCENTIVE PLAN
ARTICLE I
---------
ESTABLISHMENT AND PURPOSES
1.1 By this document AmSouth Bancorporation (further referenced as "AmSouth" or
the "Corporation") restates, effective for Plan Years beginning on or after
January 1, 1995, the AmSouth Bancorporation Executive Incentive Plan (the
"Plan").
1.2 The purposes of the Plan are:
A. To optimize AmSouth's profitability and growth consistent with its
goals and objectives;
B. To optimize retention of a highly competent senior management group by
providing Participants short-term incentive compensation, which, when
combined with base salary, long-term incentive compensation, and
benefits, is fully competitive with other major bank holding companies;
C. To pay incentive awards within the Plan that correlate well with the
relative contributions made by Participants throughout all management
levels of the corporation;
D. To encourage accountability on the part of Participants by connecting a
portion of the incentives paid to the performance of the organizational
units for which the Participants are responsible; and
E. To encourage teamwork and involvement on the part of Participants by
connecting a portion of the incentives paid to the performance of the
larger unit of which they are a part, or for which they provide
support.
<PAGE>
ARTICLE II
----------
CERTAIN DEFINITIONS
2.1 "Award" means the money determined under this Plan to be due to a
Participant as a result of performance during a Plan Year, which shall be
paid, or the payment of which may be deferred, as provided in this Plan.
2.2 "Award Date" means that date, as soon as practicable after the performance
evaluations of the corporation, each line or staff support unit, and the
applicable participants are completed, on which awards are paid, or
deferred as the case may be.
2.3 "Base Compensation" means the base salary earned by a Participant during
a Plan Year.
2.4 "Beneficiary" means the beneficiary named by a Participant in writing filed
with the Compensation Committee. If a Participant does not wish to name a
beneficiary, the Beneficiary under this Plan will be the same as his or her
beneficiary under the AmSouth Bancorporation Thrift Plan or any successor
thereto in effect on the date of the Participant's death.
2.5 "Compensation Committee" means the Compensation Committee of the Board of
Directors of AmSouth Bancorporation or any successor Committee that
performs similar functions. This committee administers and interprets the
Plan; any decision made by the Compensation Committee is final and binding
on the Participant and the Participant's Beneficiary.
2.6 A "Participant" is a senior AmSouth executive who is recommended by
management and chosen each year by the Compensation Committee to
participate with respect to the next Plan Year. Furthermore, a Participant
must sign, and the Compensation Committee must accept, an "AmSouth
Bancorporation Executive Incentive Plan Annual Election Form" unless an
executive is
<PAGE>
selected to be a Participant during the Plan Year. Except as specifically
stated in this Plan, all provisions of this Plan govern all Participants.
2.7 "Peer Bank Group" is all U.S. banks which have assets ranging from one half
to two times AmSouth's size as of the beginning of any given Plan Year.
2.8 "Plan Year" means a calendar year.
ARTICLE III
-----------
PARTICIPATION
A Plan Participant will not be qualified to receive an Award for a Plan Year
unless he or she was approved for entry into the Plan by the Compensation
Committee and is still working for AmSouth on the Award Date for that Plan Year.
However, retirement, death, disability or an approved leave of absence will not
disqualify a Participant; rather, a proportionate payment based on the time
worked during the Plan Year will be made to the Participant or to his or her
Beneficiary, as the case may be. If an executive leaves AmSouth's employ for any
other reason, the Compensation Committee may, in its sole discretion, make an
Award to him or her of a proportionate payment based on the time worked during
the Plan Year.
ARTICLE IV
----------
DETERMINATION OF AWARDS
4.1 As a starting point, the most appropriate units of the business for goal
establishment and performance measurement under this Plan will be
determined for each Participant. The business units will essentially be
either the Corporation, a line delivery unit, or a staff support unit. Each
Participant will have a "sub-unit" (unit that he or she directly manages
and has accountability for) and a "total unit" (larger unit that he or she
is most directly related to in carrying out his or her
<PAGE>
EXECUTIVE INCENTIVE PLAN
REVISED JANUARY 1, 1995
PAGE 4
responsibilities). Each of these units will be assigned a percentage
weighting with the two weightings totaling 100%. The appropriate business
units for each Participant will be weighted with an emphasis on
accountability, but also a recognition of teamwork or support. Annual goals
and performance criteria will be established, and results will be assessed
to determine a performance rating.
4.2 The importance of sound goal setting is critical to the success of this
Plan. The goal setting process will be directly connected to the annual
business plan and resulting budget, and will begin with Participants at the
highest levels in the Corporation. The goals set for these Participants
will then be interpreted further down in the organization to all levels of
Participants with the general intent that the goals for all of the various
levels support or add up to the goals for the Corporation. Goals setting
for the line delivery managers will be largely consistent, objective, and
numerically or financially oriented. Goal setting for staff support
positions will be as objective as possible, but also will involve the
inclusion of various goals which are inherently more subjective in nature.
In these cases, measurement will be based on sound judgment supported by as
much observation and input as possible. Once determined, goals will be
documented on the EXECUTIVE INCENTIVE PLAN GOAL SETTING AND EVALUATION
FORM. (See Exhibit A.)
4.3 A "corporate rating" will be determined at year end based on the
Compensation Committee's evaluation of the year's results against the
annual goals approved by the Compensation Committee at the beginning of the
Plan Year. Primary emphasis will be placed on an "Earnings Per Share" goal.
Emphasis will also be placed on other objective performance measures
compared to goals. These will include, but not be limited to, Return on
Average Assets, Return on Average Equity, Credit Quality Measures,
Efficiency Ratio, Loan Growth, Deposit Growth and Non-Interest Revenue
Growth. Finally, some emphasis will also be placed on subjective factors
that will impact the year's performance. The weightings placed on each of
these areas will be determined by the Compensation Committee at the
beginning of each Plan Year. The Corporate
<PAGE>
rating can range from 0.0 to 2.0, with 1.0 basically representing goal
attainment. For "units below the corporate level," goals with appropriate
weightings also will be set. Results will be evaluated against goals, and
one of the following five general achievement levels will apply for each
goal resulting in a performance rating from 0.0 to 2.0.
<TABLE>
<CAPTION>
Performance Performance Performance
Categories Description Rating Range
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Outstanding Significantly Exceeded Goals 1.6 - 2.0
More Than Expected Exceeded Goals 1.2 - 1.5
Expected Met Goals 0.9 - 1.1
Needs Improvement Fell Short of Goals 0.1 - 0.8
Unacceptable Significantly Fell Short of Goals 0.0
- -------------------------------------------------------------------------------------------------------
</TABLE>
Sound judgment will be utilized to determine a performance category and a
performance rating within the corresponding range based on actual results versus
goal. Overall monitoring will be performed on a centralized basis by Corporate
Human Resources to ensure as much consistency in this area as possible.
Performance under the Plan will be rated at mid-year and at year-end utilizing
the EXECUTIVE INCENTIVE PLAN GOAL SETTING AND EVALUATION FORM. (See Exhibit A.)
4.4 A "base bonus opportunity" will be set for each Participant as a percent of
base pay by referencing market data on an annual basis. This will represent
the percentage payout associated with the basic achievement of established
goals represented by the overall rating (total unit and sub unit). If the
sub-unit's total performance rating is less than 0.6, the Participant will
not receive a payout under the Plan (regardless what the total unit's total
performance rating is). Assuming that the sub-unit's total performance
rating is 0.6 or higher, an overall performance rating (sub unit plus total
unit) ranging from 0.0 - 2.0 will determine the tentative payout percentage
for a Participant. A rating of 1.0 will basically indicate that goals have
been achieved and that 100% of the "base bonus opportunity" will be the
tentative payout percentage for a Participant. Overall performance
<PAGE>
ratings above or below 1.0 can cause the tentative payout percentage to be
as high as 200% of the base bonus opportunity or a percentage less than
100% of the base bonus opportunity. The actual calculation of the tentative
payout percentage is performed by multiplying the base bonus opportunity by
the overall performance rating.
4.5 A "special adjustment factor" will be allowed on a limited basis to adjust
the tentative payout percentage up or down by as much as 33% of the base
bonus opportunity in the case of extraordinary circumstances. Such
circumstances could include, but would not be limited to: (I) positive or
negative differences in the performance environment not contemplated when
business unit goals were set; and (ii) exemplary individual actions. The
special adjustment factor, if applicable, would be a percentage added to
the tentative payout percentage as calculated under Section 4.4 to
determine the actual payout percentage. The Base Compensation for the Plan
Year will be multiplied by the actual payout percentage to determine the
cash incentive Award earned.
ARTICLE V
---------
DISTRIBUTION OF AWARDS
Unless a Participant has elected to defer receipt of his or her Award under
Article VI, the Award will be paid in the form of a cash bonus. However, if a
Participant dies prior to the Award Date, the designated Beneficiary will be
paid the amount of the Award in a single cash sum whether or not the Participant
has made an election to defer any part or all of the Award as provided for in
Article VI. All Awards will be paid net of any required federal, FICA, state or
local tax withholdings.
<PAGE>
ARTICLE VI
----------
ELECTIONS
6.1 Before the beginning of each Plan Year, each Participant, who wishes to
defer his or her Award, if any, for the upcoming year, must fill out a form
titled, "AmSouth Bancorporation Executive Incentive Plan Annual Election
Form". (See Exhibit B.) Utilizing this form, a Participant can defer
receiving all of his or her Award or the amount exceeding a designated
dollar amount of the Award. This signed form must be returned to the
designee of the Compensation Committee before January 1 of the Plan Year.
The Participant's choice for a given Plan Year can never be changed.
However, each Participant can make new and different choices for later Plan
Years.
6.2 Due to the complexity of the rules governing these deferrals, a separate
agreement (the "Executive Incentive Award Deferral Agreement") will be
provided to a Participant for acceptance at the time of his or her actual
deferral.
6.3 The Compensation Committee has the right to discontinue the deferral
feature of this Plan at any time, at its discretion. Discontinuation will
not affect any Awards previously made to and deferred by a Participant;
those Awards will continue to be governed by the terms of the Executive
Incentive Award Deferral Agreement.
ARTICLE VII
-----------
MISCELLANEOUS
7.1 AmSouth will not under any circumstances make any payment under this Plan
or under the Executive Incentive Award Deferral Agreement to any assignee
or creditor of a Participant or of his or her Beneficiary. Before a
Participant actually receives a payment under this Plan, neither he or she
nor a designated Beneficiary has any right, even in anticipation of
receiving a payment,
<PAGE>
to assign, pledge, grant a security interest in, transfer or otherwise
dispose of any interest under this Plan or under the Executive Incentive
Award Deferral Agreement. Furthermore, a Participant's rights cannot be
assigned or transferred even by operation of law.
7.2 This Plan gives the Participant no right to be retained in AmSouth's
employment.
7.3 The Compensation Committee can end or change this Plan (including the
provisions of the Executive Incentive Award Deferral Agreement) at any
time. However, neither the Compensation Committee nor the Board of
Directors of AmSouth Bancorporation can take away any Award which a
Participant has already been paid or which a Participant has deferred, or
any Award a Participant might receive for the Plan Year when the
Compensation Committee acts.
7.4 This Plan is to be governed and interpreted as provided in the laws of the
State of Alabama.
7.5 Neither an executive nor any officer or employee of AmSouth Bancorporation
or any of its subsidiaries has any claim or right to be included in the
Plan or to be granted an Award unless and until (i) he or she has become a
participant for the Plan Year in question and (ii) his or her Award has
been made.
IN WITNESS OF THE AMENDMENT AND RESTATEMENT OF THE PLAN, AmSouth Bancorporation
has caused this document to be executed by its authorized officers as of the 1st
day of January, 1995.
ATTEST: AMSOUTH BANCORPORATION
_____________________________ ______________________________
Its Secretary Its Chairman of the Board
<PAGE>
EXHIBIT 1O-b
AMSOUTH BANCORPORATION
SUPPLEMENTAL RETIREMENT PLAN
AMENDED AND RESTATED AS OF JANUARY 1, 1995
AmSouth Bancorporation, with its principal offices located at Birmingham,
Alabama ("Sponsor") is currently the sponsor of the AmSouth Bancorporation
Retirement Plan ("Retirement Plan") in order to provide retirement benefits to
its employees and the employees of its participating subsidiaries.
Effective January 1, 1983 and pursuant to Section 3(36) of the Employee
Retirement Income Security Act of 1974 ("ERISA"), AmSouth Bank N.A., an Employer
under the Retirement Plan, adopted a supplemental retirement benefit program
solely for the purpose of providing benefits in excess of the limitations on
benefits under the Retirement Plan imposed by Section 415 ("Section 415") of the
Internal Revenue Code of 1954, as amended at the date hereof and known as the
Internal Revenue Code of 1986 (amended from time to time, the "Code"), to
certain individuals under the Retirement Plan whose benefits under the
Retirement Plan are limited by Section 415.
Effective January 1, 1989, Section 401(a)(17) ("Section 401(a)(17)") of the Code
limited the amount of compensation which may be taken into account in
determining benefits from the Retirement Plan. Therefore, AmSouth Bank N.A.
amended and restated this supplemental retirement plan effective January 1, 1989
so that it provided benefits in excess of the limitations on benefits under the
Retirement Plan imposed not only by Section 415, but also by Section 401(a)(17),
to a select group of management or highly compensated employees whose benefits
under the Retirement Plan are limited by Section 415 and/or Section 401(a)(17).
Effective January 1, 1991, additional persons were added to this select group of
management or highly compensated employees, some of whom were employees of
subsidiaries of the Sponsor other than AmSouth Bank N.A. AmSouth Bank N.A.
amended and restated its supplemental plan, AmSouth Bancorporation adopted the
supplemental plan for itself and its subsidiaries who choose to have their
eligible employees covered by the supplemental plan ("Electing Employers"), and
AmSouth Bank N.A. became an Electing Employer under the supplemental plan.
Effective January 1, 1994, additional persons were added to the select group of
management or highly compensated employees.
<PAGE>
Effective January 1, 1995, the eligibility provisions of the plan were changed
and a revised definition of compensation was added to the plan for certain
participants. AmSouth Bancorporation hereby amends and restates this
supplemental plan as set forth below.
ARTICLE I
TITLE: DEFINITIONS
------------------
Section 1.01. The supplemental retirement plan set forth below shall be known as
- ------------
the AmSouth Bancorporation Supplemental Retirement Plan ("Supplemental Plan").
Section 1.02. The term "Management Committee" shall mean the AmSouth
- ------------
Bancorporation Management Committee, and the term "Operating Committee" shall
mean the AmSouth Bancorporation Operating Committee.
Section 1.03. The term "Member" shall refer to a person who is a member of
- ------------
(participant in) the Retirement Plan.
Section 1.04. The term "Plan Year" shall mean a calendar year.
- ------------
Section 1.05. The term "Review Board" shall mean the Review Board under the
- ------------
Retirement Plan.
ARTICLE II
PARTICIPATION IN THE SUPPLEMENTAL PLAN
--------------------------------------
Section 2.01. A select group of management or highly compensated Members whose
- ------------
benefits under the Retirement Plan (whether payable by reason of the Member's
retirement, death, disability or other termination of employment) may be limited
upon and after their commencement pursuant to Section 415 and/or Section
401(a)(17) shall be participants in the Supplemental Plan. The term
"Participant" shall include persons who fit one or more of the following
categories: (i) Members who were employed by AmSouth Bancorporation or one of
the Electing Employers on January 1, 1995 at an annual base salary, including
amounts not currently includible in gross income under Code Sections 125, 401(k)
or 402(a)(8), but excluding special pay, bonuses or other incentive pay,
reimbursement for expenses, special supplements for automobiles or club dues and
the Prior Profit Sharing Plan Bonus, (such compensation being referred to herein
as the "Eligibility Compensation") on such date of $150,000 or more, and/or (ii)
former Participants with an accrued Excess
2
<PAGE>
Benefit whose employment with AmSouth Bancorporation or one of the Electing
Employers terminated on or before January 1, 1995. In addition, after January 1,
1995, other Employees of the Sponsor or an Electing Employer shall become
Participants in this Supplemental Plan as of the first day of the month
immediately following the date such Employee's Eligibility Compensation first
equals or exceeds $150,000. A complete list of Members eligible to participate
in the Supplemental Plan pursuant to this Section 2.01 is maintained in the
permanent records of the AmSouth Bancorporation Human Resources Division.
ARTICLE III
BENEFITS UNDER THE SUPPLEMENTAL PLAN
------------------------------------
Section 3.01. Benefits payable under this Supplemental Plan to or on behalf of a
- ------------
Participant shall be calculated pursuant to either (a) or (b) below:
(a) In the case of Participants who are members of the AmSouth
Bancorporation Management Committee or the AmSouth Bancorporation Operating
Committee and who retire after January 1, 1995, the benefits payable under the
Supplemental Plan shall be equal to the excess, if any, of (A) less (B) (the
"Excess Benefits") where (A) is such Participant's benefits as a Member of the
Retirement Plan calculated without reference to any provision of the Retirement
Plan limiting the amount of benefits as provided by Section 415 of the Code or
limiting the amount of compensation taken into account as provided by Section
401(a)(17) of the Code and further calculated by substituting the definition of
"Monthly Earnings" set forth in this paragraph (a) in place of the definition of
such term in the Retirement Plan, and (B) is the amount of benefits actually
payable under the Retirement Plan. For purposes of this paragraph (a) only,
"Monthly Earnings" shall mean the sum of (i) the Participant's regular basic
monthly earnings prior to the effect of elections under any plan or plans
maintained by the Sponsor or an Electing Employer which are within the scope of
Sections 125 or 401(k) of the Code, and (ii) one-twelfth of the bonus earned by
a Participant under the Executive Incentive Plan for the particular Plan Year,
including Plan Years prior to January 1, 1995 (regardless of whether the bonus
is in fact paid in a subsequent year). If a Participant to whom this paragraph
(a) applies retires, dies or becomes permanently disabled prior to the time when
the amount of the bonus for that Plan Year has been determined, Monthly Earnings
for the months in such Plan Year shall be calculated using an estimate of such
bonus determined by the AmSouth Bancorporation Compensation Committee based on
information regarding the Sponsor's and Participant's performance as of the date
of determination. Notwithstanding the foregoing, the AmSouth Bancorporation
3
<PAGE>
Compensation Committee shall have the authority in its sole discretion to adjust
the amount of the bonus taken into consideration in the definition of Monthly
Earnings in this paragraph (a) for any and all Plan Years regardless of the fact
that the adjusted bonus is higher or lower than the bonus actually paid a
Participant under the Executive Incentive Plan.
(b) For all other Participants to whom paragraph (a) above is inapplicable,
the benefits payable under the Supplemental Plan shall be equal to the excess,
if any, of (A) less (B) (the "Excess Benefits") where (A) is such Participant's
benefits as a Member of the Retirement Plan calculated without reference to any
provision of the Retirement Plan limiting the amount of benefits as provided by
Section 415 of the Code or limiting the amount of compensation taken into
account as provided by Section 401(a)(17) of the Code but using the definition
of "Monthly Earnings" (aside from any limitation of Code Section 401(a)(17)
contained therein) contained in the Retirement Plan, and (B) is the amount of
benefits actually payable under the Retirement Plan.
Section 3.02. Except as provided in Section 3.01 above, a Participant's Excess
- ------------
Benefits shall be calculated in the same manner regularly applied by the Sponsor
to all of the relevant terms and conditions of the Retirement Plan.
Section 3.03. A Participant's Excess Benefits shall be paid at the time, in the
- ------------
manner and to the person when, as and to whom or which the benefits payable to
or on behalf of the Participant as a Member of the Retirement Plan which give
rise to Participant's Excess Benefits are paid or in such manner otherwise
approved by the Board of Directors of the Sponsor. Notwithstanding the preceding
sentence, a Participant whose employment with AmSouth Bancorporation or an
Electing Employer terminates due to retirement, death or permanent disability
may elect to have his or her Excess Benefits paid in the form of an employee-
owned annuity contract or an equivalent lump sum payment.
ARTICLE IV
PLAN ADMINISTRATOR
------------------
Section 4.01. The plan administrator ("Plan Administrator") for the Retirement
- ------------
Plan shall also administer the Supplemental Plan. In doing so, the Plan
Administrator shall apply the Participants' claims for Excess Benefits hereunder
the same procedures as are set forth in the Retirement Plan governing claims for
benefits and appeals to the Review Board from denials of claims for benefits.
4
<PAGE>
ARTICLE V
NATURE OF EMPLOYER OBLIGATION AND PARTICIPANT INTEREST
------------------------------------------------------
Section 5.01. The interest of the Participant and/or any person claiming by or
- ------------
through him under the Supplemental Plan shall be solely that of an unsecured
general creditor of the Sponsor and the Electing Employers. The Excess Benefits
payable under the Supplemental Plan shall be payable solely from the general
assets of the Sponsor and the Electing Employers, and neither the Participant
nor any person claiming by or through him shall have any right to look to any
specific property separate from such general assets in satisfaction of any claim
for payment of Excess Benefits.
Section 5.02. In all respects any Excess Benefits shall be independent of, and
- ------------
in addition to, any other benefits or compensation of any sort, payable to or on
behalf of the Participant under any other arrangement sponsored by the Sponsor
or Electing Employers or any other agreement between the Sponsor or Electing
Employer and the Participant in any capacity.
ARTICLE VI
ADDITION OR WITHDRAWAL OF ELECTING EMPLOYERS
--------------------------------------------
Section 6.01. Every subsidiary or affiliate of the Sponsor shall become an
- ------------
Electing Employer hereunder without further action as of January 1, 1991 or its
later date of 80% ownership, directly or indirectly, by the Sponsor.
Section 6.02. An Electing Employer who wishes to withdraw from the Supplemental
- ------------
Plan shall deliver to the Sponsor a resolution from its Board of Directors which
authorizes its withdrawal as an Electing Employer and which indicates the reason
or reasons for such withdrawal. Withdrawal may only take place upon the approval
of the Board of Directors of the Sponsor and with such amendments to the
Supplemental Plan as the Sponsor shall deem necessary or desirable. Withdrawal
shall be subject to the provisions of Section 7.02 below.
ARTICLE VII
MISCELLANEOUS
-------------
Section 7.01. The Supplemental Plan may be amended or discontinued by the
- ------------
Sponsor at any time except as provided in Section 7.02 below. The Sponsor may
designate additional Participants under the Supplemental Plan or remove persons
as Participants under the Supplemental Plan at any time except as provided in
Section 7.02 below.
5
<PAGE>
Section 7.02. Notwithstanding the provisions of Sections 6.02 or 7.01:
- ------------
(a) Excess Benefits which are in pay status shall not be discontinued under
any circumstances prior to their natural termination pursuant to the terms of
the Supplemental Plan at the time of the relevant amendment or discontinuance of
the Supplemental Plan, the removal of Participants or the withdrawal by an
Electing Employer.
(b) Excess Benefits hereunder which have been accrued prior to the date of
any amendment or discontinuation of the Supplemental Plan, the removal of a
Participant or the withdrawal of an Electing Employer shall remain a binding
obligation of the Sponsor and Electing Employer or any successor in interest to
either of them, and no amendment or discontinuation of the Supplemental Plan,
removal of a Participant or withdrawal by an Electing Employer shall deprive a
Participant of said accrued Excess Benefit.
Section 7.03. The Supplemental Plan shall not be deemed to constitute a contract
- ------------
between the Sponsor or the Electing Employer and any Participant or employee, or
to be a consideration or an inducement for the employment of any Participant or
employee. Nothing contained in the Supplemental Plan shall be deemed to give any
Participant or employee the right to be retained in the service of the Sponsor
or Electing Employer or to interfere with the right of the Sponsor or Electing
Employer to discharge any Participant or employee at any time regardless of the
effect which such discharge shall or may have upon him under the Supplemental
Plan.
Section 7.04. None of the Participant's rights to Excess Benefits under the
- ------------
Supplemental Plan are subject to the claims of creditors of a Participant or any
person claiming by or through him and will not be subject to attachment,
garnishment or any other legal process. Neither a Participant or any person
claiming by or through him may assign, sell, borrow on or otherwise encumber any
of his beneficial interest under the Supplemental Plan nor shall any such
interest be in any manner liable for or subject to the deeds, contracts,
liabilities, engagements or torts of a Participant or any person claiming by or
through him.
Section 7.05. The Supplemental Plan shall be construed in accordance with the
- ------------
laws of the State of Alabama, except where such laws are superseded by ERISA, in
which case ERISA shall control.
Section 7.06. In making any distribution to or for the benefit of any minor or
- ------------
incompetent person, the Plan Administrator, in its sole, absolute and
uncontrolled
6
<PAGE>
discretion, may, but need not, direct such distribution to a legal or natural
guardian or other relative of such minor or court appointed committee of such
incompetent, or to any adult with whom such minor or incompetent temporarily or
permanently resides, and any such guardian, committee, relative or other person
shall have full authority and discretion to expend such distribution for the use
and benefit of such minor or incompetent. The receipt of such guardian,
committee, relative or other person shall be a complete discharge to the Sponsor
and Electing Employer without any responsibility on its part or on the part of
the Plan Administrator to see to the application thereof.
Section 7.07. In case any provision of the Supplemental Plan shall be held
- ------------
illegal or invalid for any reason or in any particular circumstance or instance,
such illegality or invalidity shall not affect its remaining parts in such
circumstance or instance nor the enforceability of such provision in any other
circumstance or instance and the Supplemental Plan shall be construed and
enforced as if such illegal and invalid provision had never been inserted herein
for application to the particular circumstance or instance.
IN WITNESS WHEREOF, AmSouth Bancorporation has caused this amended and
restated Supplemental Plan to be executed this ___ day of May, 1995 effective as
of January 1, 1995.
AMSOUTH BANCORPORATION
ATTEST: By____________________________
Its___________________________
____________________________
Its_________________________
7
<PAGE>
EXHIBIT 10-c
AMSOUTH BANCORPORATION
SUPPLEMENTAL THRIFT PLAN
(EFFECTIVE JANUARY 1, 1995)
<PAGE>
ARTICLE I. THE PLAN
1.1 ESTABLISHMENT OF THE PLAN
AmSouth Bancorporation (the "Company") established the AmSouth Bancorporation
Supplemental Thrift Plan for eligible employees of the Company and participating
Affiliates, effective as of January 1, 1995. This plan shall be known as the
AmSouth Bancorporation Supplemental Thrift Plan (the "Plan").
1.2 PURPOSE OF THE PLAN
The Plan is intended to restore benefits that are cut back as a result of
certain legal limits that apply to the AmSouth Bancorporation Thrift Plan.
The group of eligible employees shall be limited to a "select group of
management or highly compensated employees" within the meaning of ERISA Section
201(2).
Benefits provided under this Plan shall be paid solely from the general assets
of the Company and participating Affiliates. This Plan, therefore, is exempt
from the participation, vesting, funding and fiduciary requirements of Title I
of ERISA.
1.3 APPLICABILITY OF THE PLAN
This Plan applies only to eligible Employees who are in the active employ of the
Company or a participating Affiliate on or after January 1, 1995.
<PAGE>
ARTICLE II. DEFINITIONS
Whenever used in the Plan, the following terms shall have the meanings set forth
below unless otherwise expressly provided. When the defined meaning is intended,
the term is capitalized. The definition of any term in the singular shall also
include the plural.
2.1 ACCOUNT
Account means the bookkeeping account for each Participant that represents the
Participant's total interest under the Plan. A Participant's Account consists of
the following subaccounts:
(a) Salary Reduction Contributions Account means the portion of the
Participant's Account attributable to salary reduction contributions made on
the Participant's behalf under Section 4.1, including any gains and losses
credited on such contributions under Section 5.2.
(b) Matching Contributions Account means the portion of the Participant's
Account attributable to matching contributions made by the Employer on the
Participant's behalf under Section 4.2 including any gains and losses
credited on such contributions under Section 5.2.
2.2 AFFILIATE
Affiliate means--
-2-
<PAGE>
(a) AmSouth Bancorporation, and
(b) any other entity which, along with the Company, is a member of a controlled
group of employers under Code Section 414(b), (c), (m), or (o).
2.3 BENEFICIARY
A Participant's Beneficiary under this Plan shall be the same person or entity
designated as the Participant's beneficiary under the Thrift Plan.
2.4 BOARD
Board means the Company's Board of Directors.
2.5 CODE
Code means the Internal Revenue Code of 1986, as amended, or as it may be
amended from time to time. A reference to a particular section of the Code shall
also be deemed to refer to the regulations under that Code section.
2.6 COMPANY
Company means AmSouth Bancorporation or any successor thereto.
2.7 COMPENSATION
Compensation for any Plan Year means a participant's "Compensation" as defined
under the Thrift Plan, without regard to any limits on such Compensation imposed
by Code section 401(a)(17).
-3-
<PAGE>
2.8 EMPLOYEE
Employee means any person who is employed by the Company or an Affiliate.
2.9 EMPLOYER
Employer means the Company and each Affiliate which has adopted this Plan for
its eligible Employees.
2.10 ERISA
ERISA means the Employee Retirement Income Security Act of 1974, as amended, or
as it may be amended from time to time. A reference to a particular section of
ERISA shall also be deemed to refer to the regulations under that section.
2.11 MANAGEMENT COMMITTEE
Management Committee means the AmSouth Bancorporation Management Committee.
2.12 OPERATING COMMITTEE
Operating Committee means the AmSouth Bancorporation Operating Committee
2.13 PARTICIPANT
Participant means an Employee of an Employer who has met, and continues to meet,
the eligibility requirements of Section 3.1.
2.14 PLAN
-4-
<PAGE>
Plan means the AmSouth Bancorporation Supplemental Thrift Plan, as amended from
time to time.
2.15 PLAN ADMINISTRATOR
Plan Administrator means the Corporate Human Resources Division of AmSouth Bank
of Alabama.
2.16 PLAN YEAR
Plan Year means the calendar year.
2.17 REVIEW BOARD
The Review Board under this Plan shall be the same group of individuals who
comprise the Review Board under the Thrift Plan.
2.18 THRIFT PLAN
Thrift Plan means the AmSouth Bancorporation Thrift Plan, which is a defined
contribution profit sharing plan with a cash or deferred arrangement qualified
under Code Sections 401(a), (k) and (m) as amended from time to time.
2.19 TERMINATION OF SERVICE
Termination of Service means an Employee's death or resignation, discharge, or
retirement from the Company and its Affiliates.
2.20 VALUATION DATE
Valuation Date means the last day of each calendar quarter and any other date
that the Plan Administrator selects in its sole discretion for the revaluation
and adjustment of Accounts.
-5-
<PAGE>
ARTICLE III. PARTICIPATION
3.1 ELIGIBILITY
(a) Any Employee who is a member of the Management Committee or the Operating
Committee as of January 1, 1995 who is eligible to participate in the Thrift
Plan and whose base salary as of January 1, 1995 is equal to or greater than
the limitation on compensation contained in Code section 401(a)(17) shall be
a Participant in this Plan as of January 1, 1995.
(b) Any other Employee who satisfies each of the criteria in (i), (ii) and
(iii) below shall be a Participant in this Plan on the date on which the last
of the following occurs: (i) the first day of the month immediately following
the date on which such person becomes a member of the Management Committee or
Operating Committee, as the case may be, or (ii) the date such person becomes
eligible to participate in the Thrift Plan, or (iii) the first day of the
month immediately following the date such person's annual base salary equals
or exceeds the limitation on compensation contained in Code section
401(a)(17).
(c) Any other Employee shall be a Participant on the first day of the month
immediately following the date he or she is designated in writing as a
Participant in this Plan by the Chief Executive Officer of the Company or his
designee.
However, no Employee shall become a Participant unless the Employee is a member
of a "select group of management or highly compensated employees" within the
meaning of ERISA Section 201(2).
-6-
<PAGE>
3.2 DURATION
An Employee who becomes a Participant under section 3.1 shall remain an active
Participant until the earlier of --
(a) his or her Termination of Service; or
(b) such time as he or she does not serve on either the Management Committee or
Operating Committee;
provided, however, the Chief Executive Officer of the Company or his
designee may authorize in writing the continued active participation of a
Participant notwithstanding (b) above as long as the conditions of Section
3.1 are met.
No contributions shall be credited to the Account of an individual after
his active participation has been terminated. However, such individual shall
continue to be a Participant for all other purposes until all benefits to which
he or she is entitled to receive under this Plan have been paid.
ARTICLE IV BENEFITS
4.1 SALARY REDUCTION CONTRIBUTIONS
(a) Salary Reduction Agreement. Each Participant in this Plan may execute a
--------------------------
supplemental salary reduction agreement on a form prescribed by the Plan
Administrator. On this form the Participant may elect to reduce his or her
Compensation for the Plan Year by a whole percentage that does not exceed ten
percent (10%). The supplemental salary reduction agreement shall be executed
prior to the first day of the Plan Year for which it is to be effective or,
in the case of a Participant who first becomes eligible to
-7-
<PAGE>
participate in the Plan during the Plan Year, the supplemental salary
reduction agreement shall be executed within 30 days of initial eligibility
under this Plan effective for Compensation earned subsequent to the election.
The supplemental salary reduction agreement for any Plan Year shall be
irrevocable for such Plan Year. Moreover, an election for a Plan Year shall
remain in full force and effect for all subsequent Plan Years unless modified
or revoked by the Participant in writing to the Plan Administrator before the
first day of the Plan Year for which such modification or revocation is to be
effective. Notwithstanding the preceding sentence, a supplemental salary
reduction agreement shall be revoked automatically once a Participant ceases
to be an active Participant as set forth in Section 3.2 of this Plan.
(b) Effectiveness of Salary Reduction Agreement. A Participant's supplemental
--------------------------------------------
salary reduction agreement shall take effect and amounts specified in the
supplemental salary reduction agreement shall begin to be credited to such
Participant's Salary Reduction Contributions Account at such time as the
Participant has made the maximum pre-tax elective deferrals to the Thrift
Plan allowed by Code Section 402 (g) or by the provisions of the Thrift Plan.
(c) Allocation. Salary reduction contributions shall be allocated to the
----------
Participant's Salary Reduction Contributions Account as of the last day of
each calendar quarter within the Plan Year.
4.2 EMPLOYER MATCHING CONTRIBUTIONS
(a) Eligibility. A Participant shall be credited with matching contributions
------------
under this Plan for such Plan Year at such time as the Participant ceases to
receive a matching contribution under Section 4.01 of the Thrift Plan
-8-
<PAGE>
regardless of whether such Participant's supplemental salary reduction
agreement has become effective as provided in Section 4.1 (b) above.
(b) Amount. The amount of matching contributions credited to a Participant's
------
account under this Plan shall be equal to 50% of the sum of (i) and (ii)
below:
(i) the Participant's unmatched pre-tax elective deferrals made to
the Thrift Plan pursuant to Section 4.02 of the Thrift Plan; and
(ii) salary reduction contributions credited to the Participant's
account under this Plan pursuant to the Participant's supplemental salary
reduction agreement.
Provided, however, that (A) no matching contributions shall be made on salary
reduction contributions or deferrals under (i) or (ii) above to the extent that
such salary reduction contributions or deferrals (determined on a per payroll
basis) exceed five percent (5%) of a Participant's Compensation; and (B) nothing
in this Section 4.2 shall entitle a Participant to be credited with a matching
contribution under this Plan for any salary reduction contribution or deferral
made to the Thrift Plan prior to the time such Participant has received the
maximum matching contributions to the Thrift Plan allowed under the terms of the
Thrift Plan.
(c) Allocations. Matching contributions shall be allocated to the Participant's
-----------
Matching Contributions Account as of the last day of each calendar quarter
within the Plan Year.
4.3 FORFEITABILITY OF BENEFITS.
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<PAGE>
Participants shall have a 100% vested and nonforfeitable right to the balance of
their Account under this Plan at all times, subject, however, to the substantial
risk of forfeiture set forth in Section 5.3.
ARTICLE V. ACCOUNTS; FINANCING
5.1 PARTICIPANT ACCOUNTS
Each contribution credited to a Participant under Article IV shall be allocated
to an individual bookkeeping Account maintained on behalf of that Participant by
the Plan Administrator. Each Participant's Account shall be adjusted for
earnings in the manner described in Section 5.2.
5.2 VALUATION OF PARTICIPANT ACCOUNTS
As of each Valuation Date, each Participant's Account shall be adjusted to
reflect earnings as follows. An average of the Participant's Account (the
"Average Account Balance") shall be obtained by dividing (a) the sum of (i) the
Participant's Account as of the immediately preceding Valuation Date and (ii)
the Participant's Account as of the immediately preceding Valuation Date plus
all contributions since the immediately preceding Valuation Date, by (b) two.
The Participant's Average Account Balance shall be multiplied by the Applicable
Interest Rate, and this product shall be added to or subtracted from the
Participant's Account. The Applicable Interest Rate shall be determined by
calculating the percentage (either positive or negative) obtained by dividing
the Participant's net earnings or losses of all funds in the Thrift Plan as of
the Valuation Date by the
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<PAGE>
Participant's average Thrift Plan balance. The Participant's average Thrift Plan
balance shall be calculated by dividing (a) the sum of (i) the Participant's
total balance in the Thrift Plan as of the Valuation Date and (ii) the
Participant's total balance in the Thrift Plan as of the immediately preceding
Valuation Date, by (b) two.
5.3 FINANCING
The benefits under this Plan shall be paid out of the general assets of the
Employers. The benefits shall not be funded in advance of payment in any way. No
Participant or Beneficiary shall have any interest in any specific asset of any
Employer. To the extent that any person acquires a right to receive payments
under this Plan, such right shall be no greater than the right of any unsecured
general creditor of any Employer. Nothing contained in this Plan, and no action
taken pursuant to the provisions of this Plan, shall create a trust of any kind
or a fiduciary relationship between an Employer and any Participant or
Beneficiary or a right of continued employment for any Participant.
ARTICLE VI. DISTRIBUTIONS
6.1 TERMINATION OF SERVICE
Upon a Participant's Termination of Service, the Participant shall be entitled
to the balance of his or her Account. This balance shall be paid to the
Participant in a lump sum cash payment within 90 days of the Valuation Date
immediately following the Participant's Termination of Service.
6.2 DEATH OF THE PARTICIPANT
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<PAGE>
If the Participant dies before the distribution of his or her Account, the
balance in the Account shall be distributed to the Participant's Beneficiary in
a lump sum cash payment within 90 days of the Valuation Date immediately
following the Participant's death.
6.3 NO IN-SERVICE WITHDRAWALS
A Participant may not receive a distribution from his or her Account before
incurring a Termination of Service.
ARTICLE VII ADMINISTRATION
7.1 ADMINISTRATION
The Plan shall be administered by the Plan Administrator. The Plan Administrator
shall have all powers necessary or appropriate to carry out the provisions of
the Plan. It may, from time to time, establish rules for the administration of
the Plan and the transaction of the Plan's business. The Plan Administrator
shall have absolute and complete discretionary authority to interpret and
administer the Plan and shall have the exclusive right to make any finding of
fact necessary or appropriate for any purpose under the Plan including, but not
limited to, the determination of eligibility for and amount of any benefit. The
Plan Administrator shall have the exclusive right to interpret the terms and
provisions of the Plan and to determine any and all questions arising under the
Plan or in connection with its administration, including, without limitation,
the right to remedy or resolve possible ambiguities, inconsistencies, or
omissions by general rule or particular decision, all in its sole and absolute
discretion. To the extent permitted by law, all finding of fact, determinations,
interpretations, and decisions of the Plan
-12-
<PAGE>
Administrator shall be conclusive and binding upon all persons having or
claiming to have any interest or right under the Plan. The Plan Administrator
may, in its sole and absolute discretion, delegate any of its powers and duties
under this Plan to one or more individuals. In such a case, every reference in
the Plan to the Plan Administrator shall be deemed to include such matters
within their jurisdiction. The Plan Administrator shall have the right to
consult with attorneys and other advisors regarding its duties under this Plan,
which attorney and advisors may be employed by an Employer.
7.2 APPEALS FROM DENIAL OF CLAIMS
If any claim for benefits under the Plan is wholly or partially denied, the
claimant shall be given notice of the denial. This notice shall be in writing,
within a reasonable period of time after receipt of the claim by the Plan
Administrator. This period shall not exceed 90 days after receipt of the claim,
except that if special circumstances require an extension of time, written
notice of the extension shall be furnished to the claimant, and an additional 90
days will be considered reasonable.
This notice shall be written in a manner calculated to be understood by the
claimant and shall set forth the following information:
(a) the specific reasons for the denial;
(b) specific reference to the Plan provisions on which the denial is based;
(c) a description of any additional material or information necessary for the
claimant to perfect the claim and an
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<PAGE>
explanation of why this material or information is necessary;
(d) an explanation that a full and fair review by the Review Board of the
decision denying the claim may be requested by the claimant or an authorized
representative by filing with the Secretary of the Review Board, within 60
days after the notice has been received, a written request for the review;
and
(e) if this request is so filed, an explanation that the claimant or an
authorized representative may review pertinent documents and submit issues
and comments in writing within the same 60-day period specified in subsection
(d).
The Review Board's actions shall be in accordance with Section 2.06 of the
Thrift Plan.
7.3 TAX WITHHOLDING
The Employer may withhold from any payment under this Plan any federal, state,
or local taxes required by law to be withheld with respect to the payment and
any sum the Employer may reasonably estimate as necessary to cover any taxes for
which it may be liable and that may be assessed with regard to the payment.
7.4 EXPENSES
All expenses incurred in the administration of the Plan shall be paid by the
Employers.
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<PAGE>
ARTICLE VIII. ADOPTION OF THE PLAN BY AFFILIATE; AMENDMENT AND TERMINATION OF
THE PLAN
8.1 ADOPTION OF THE PLAN BY AFFILIATE
All Affiliates of the Company are deemed to have adopted this Plan as of the
later of (i) the effective date of this Plan as set forth in Section 1.1 or (ii)
the date of such Affiliate's affiliation with the Company.
8.2 AMENDMENT AND TERMINATION
The Company hereby reserves the right to amend, modify or terminate the Plan at
any time and for any reason by action of the Board or the Compensation Committee
of the Board. However, no amendment or termination shall adversely affect the
amount of benefits accrued by a Participant prior to the date of the amendment
or termination.
ARTICLE IX. MISCELLANEOUS PROVISIONS
9.1 NONALIENATION
No benefit payable under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge. Any attempt to anticipate, alienate, sell, transfer, assign, pledge,
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<PAGE>
encumber, or charge shall be void. Benefits shall not be in any manner subject
to the debts, contracts, liabilities, engagements, or torts of, or claims
against, any Participant or Beneficiary, including claims of creditors, claims
for alimony or support, and any other like or unlike claims.
9.2 DISTRIBUTION TO MINORS & INCOMPETENTS
In making any distribution to or for the benefit of any minor or incompetent
person, the Plan Administrator, in its sole and absolute discretion, may, but
need not, direct such distribution to a legal or natural guardian or other
relative of such minor or court appointed committee of such incompetent, or to
any adult with whom such minor or incompetent temporarily or permanently
resides, and any such guardian, committee, relative or other person shall have
full authority and discretion to expend such distribution for the use and
benefit of such minor or incompetent. The receipt of such guardian, committee,
relative or other person shall be a complete discharge to the Company and any
Employer hereunder without any responsibility on its part or on the part of the
Plan Administrator to see to the application thereof.
9.3 SEVERABILITY
If any provision of this Plan shall be held illegal or invalid, the illegality
or invalidity shall not affect its remaining parts. The Plan shall be construed
and enforced as if it did not contain the illegal or invalid provision.
9.4 APPLICABLE LAW
Except to the extent preempted by applicable federal law, this Plan shall be
governed by and construed in accordance with the laws of the state of Alabama.
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<PAGE>
IN WITNESS WHEREOF, AmSouth Bancorporation, on behalf of itself and all
participating Affiliates, has caused its authorized officers to execute this
document on May ___, 1995 effective as of January 1, 1995.
AMSOUTH BANCORPORATION
By______________________________
Its_____________________________
ATTEST:
________________________________
Its_______________________________
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<PAGE>
EXHIBIT 11
AMSOUTH BANCORPORATION
STATEMENT RE: COMPUTATION OF EARNINGS PER COMMON SHARE
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31
---------------
1995 1994
------- -------
(IN THOUSANDS EXCEPT
PER SHARE DATA)
<S> <C> <C>
Net income..................................................... $40,110 $38,974
======= =======
Average shares of common stock outstanding..................... 58,103 54,332
======= =======
Earnings per common share...................................... $ 0.69 $ 0.72
======= =======
</TABLE>
<PAGE>
Exhibit 15--Letter Re: Unaudited Interim Financial Information
Board of Directors
AmSouth Bancorporation
We are aware of the incorporation by reference in the following Registration
Statements and in their related Prospectuses, of our report dated May 10, 1995,
relating to the unaudited consolidated financial statements of AmSouth
Bancorporation and subsidiaries which are included in its Form 10-Q for the
quarter ended March 31, 1995:
Form S-3 No. 33-55683 pertaining to the 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 1989 Long Term Incentive
Compensation Plan;
Form S-3 No. 33-50363 pertaining to the Debt Shelf Registration;
Form S-8 No. 33-35218 pertaining to the 1989 Long Term Incentive
Compensation Plan;
Form S-8 No. 33-37905 pertaining to the AmSouth Bancorporation Thrift Plan;
Form S-8 No. 33-9368 pertaining to the Long Term Incentive Compensation
Plan;
Form S-8 No. 33-2927 (as amended) pertaining to the Employee Stock Purchase
Plan;
Form S-8 No. 2-97464 pertaining to the Long Term Incentive Compensation
Plan;
Form S-3 No. 33-35280 pertaining to the Dividend Reinvestment and Common
Stock Purchase Plan;
Form S-8 No. 33-19016 pertaining to the Long Term Incentive Compensation
Plan;
Form S-8 No. 33-18653 pertaining to the 1987 Substitute Stock Option Plan;
and,
Form S-8 No. 33-58777 pertaining to the Director Restricted Stock Plan.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not part
of the registration statements prepared or certified by accountants within the
meaning of Sections 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young LLP
May 10, 1995
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF CONDITION, THE CONSOLIDATED STATEMENT OF EARNINGS, AND
TABLE 2,6 AND 7 OF ITEM 2 OF THE AMSOUTH BANCORPORATION FORM 10-Q FOR THE
QUARTERLY PERIOD ENDED MARCH 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 743,786
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 3,650
<TRADING-ASSETS> 10,485
<INVESTMENTS-HELD-FOR-SALE> 481,051
<INVESTMENTS-CARRYING> 3,272,626
<INVESTMENTS-MARKET> 3,206,175
<LOANS> 11,798,102
<ALLOWANCE> 174,398
<TOTAL-ASSETS> 17,067,905
<DEPOSITS> 13,349,957
<SHORT-TERM> 1,877,306
<LIABILITIES-OTHER> 153,978
<LONG-TERM> 351,473
<COMMON> 59,679
0
0
<OTHER-SE> 1,275,512
<TOTAL-LIABILITIES-AND-EQUITY> 17,067,905
<INTEREST-LOAN> 244,541
<INTEREST-INVEST> 63,937
<INTEREST-OTHER> 2,190
<INTEREST-TOTAL> 310,668
<INTEREST-DEPOSIT> 129,385
<INTEREST-EXPENSE> 164,577
<INTEREST-INCOME-NET> 146,091
<LOAN-LOSSES> 8,344
<SECURITIES-GAINS> 151
<EXPENSE-OTHER> 132,251
<INCOME-PRETAX> 62,303
<INCOME-PRE-EXTRAORDINARY> 62,303
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 40,110
<EPS-PRIMARY> 0.69
<EPS-DILUTED> 0
<YIELD-ACTUAL> 3.90
<LOANS-NON> 101,964
<LOANS-PAST> 33,685
<LOANS-TROUBLED> 781
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 171,167
<CHARGE-OFFS> 9,161
<RECOVERIES> 2,295
<ALLOWANCE-CLOSE> 174,398
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
