For immediate release

The Federal Reserve Board today announced its approval of the applications of AmSouth Bank of Alabama, Birmingham, Alabama, to merge with AmSouth Bank of Florida, Tampa, Florida; AmSouth Bank of Georgia, Rome, Georgia; AmSouth Bank of Tennessee, Chattanooga, Tennessee; and AmSouth Bank of Walker County, Jasper, Alabama; and to establish branch offices. Attached is the Board's Order relating to this action.

AmSouth Bank of Alabama Birmingham, Alabama Order Approving the Merger of Banks and Establishment of Bank Branches

AmSouth Bank of Alabama, Birmingham, Alabama ("AmSouth Alabama"), a state member bank, has applied under section 18(c) of the Federal Deposit Insurance Act (12�U.S.C. � 1828(c)) (the "Bank Merger Act") to merge with AmSouth Bank of Florida, Tampa, Florida ("AmSouth Florida"); AmSouth Bank of Georgia, Rome, Georgia ("AmSouth Georgia"); AmSouth Bank of Tennessee, Chattanooga, Tennessee ("AmSouth Tennessee"); and AmSouth Bank of Walker County, Jasper, Alabama ("AmSouth Walker") (collectively, the "Merging Banks"); with AmSouth Alabama as the survivor.1 AmSouth Alabama also has applied under section�9 of the Federal Reserve Act (12�U.S.C.�� 321) to establish branches at the current locations of the main offices and branches of the Merging Banks.2 Notice of the application, affording interested persons an opportunity to submit comments, has been given in accordance with the Bank Merger Act and the Board's Rules of Procedure (12 C.F.R. 262.3(b)). As required by the Bank Merger Act, reports on the competitive effects of the merger were requested from the United States Attorney General, the Office of the Comptroller of the Currency, and the Federal Deposit Insurance Corporation. The time for filing comments has expired, and the Board has considered the application and all the facts of record in light of the factors set forth in the Bank Merger Act and section 9 of the Federal Reserve Act. AmSouth Alabama and the Merging Banks are wholly owned subsidiaries of AmSouth Bancorporation, Birmingham, Alabama ("AmSouth"). AmSouth is the third largest commercial banking organization in Alabama, controlling deposits of $6.8 billion, representing 15.7 percent of the total deposits in commercial banking organizations in Alabama; the fifth largest commercial banking organization in Florida, controlling deposits of $5.1�billion, representing 3.3 percent of the total deposits in commercial banking organizations in Florida; the twenty-first largest commercial banking organization in Georgia, controlling deposits of $275.6 million, representing less than 1 percent of the total deposits in commercial banking organizations in Georgia; and the eighth largest commercial banking organization in Tennessee, controlling deposits of $827.5 million, representing 1.5�percent of the total deposits in commercial banking organizations in Tennessee.3 This proposal represents a reorganization of AmSouth's existing banking operations, and therefore, consummation of the proposal would not have any significantly adverse effects on competition in any relevant banking market. Riegle-Neal Act Analysis Section 102 of the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 ("Riegle-Neal Act") (Pub. L. No. 103-328, 108�Stat.�2338 (1994)) authorizes banks, beginning on June 1, 1997, to conduct interstate mergers unless, prior to June 1, 1997, the home State of one of the banks involved in the transaction has adopted a law expressly prohibiting merger transactions involving out-of-state banks.4 The Riegle-Neal Act also authorizes the acquiring bank to retain and operate, as a main office or branch, any bank offices of the acquired bank.5 All the states involved in this proposal, Alabama, Florida, Georgia, and Tennessee, have enacted legislation allowing interstate mergers between banks located in their states and out-of-state banks pursuant to the provisions of the Riegle-Neal Act on or after June�1, 1997.6 Alabama Bank has notified the Alabama Superintendent of Banks, the Florida State Comptroller, the Georgia Commissioner, and the Tennessee Commissioner regarding its proposal to consolidate its banking operations and provided a copy of its Bank Merger Act application to all the relevant state agencies. Representatives from all the states involved in the proposal have indicated that this transaction would be in compliance with their state laws regarding interstate bank mergers. In light of the foregoing, it appears that the proposal complies with the requirements of the Riegle-Neal Act provided that the proposal is not consummated prior to June�1,�1997. Financial, Managerial and Other Supervisory Factors The Bank Merger Act also requires the Board to consider the financial and managerial resources and future prospects of the existing and proposed institutions, and the convenience and needs of the communities to be served. The Board has carefully considered the financial and managerial resources and future prospects of AmSouth Alabama and the Merging Banks in light of all the facts of record. The facts of record include supervisory reports of examination assessing the financial and managerial resources of the organizations and financial information provided by AmSouth. Based on these and all other facts of record, the Board concludes that all the supervisory factors under the Bank Merger Act are consistent with approval. The Board also has carefully considered the effect of the proposal on the convenience and needs of the communities to be served in light of all the facts of record. The Board has long held that consideration of the convenience and needs factor includes a review of the records of the relevant depository institutions under the Community Reinvestment Act (12 U.S.C. � 2901 et seq.) ("CRA"). As provided in the CRA, the Board evaluates this factor in light of examinations by the primary federal supervisor of the CRA performance records of the relevant institutions. An institution's most recent CRA performance evaluation is a particularly important consideration in the applications process because it represents a detailed on-site evaluation of the institution's overall record of performance under the CRA by its primary federal supervisor.7 AmSouth Alabama and all the banks involved in the proposal received "satisfactory" ratings at their most recent examination of their CRA performance by the Federal Reserve Bank of Atlanta, as of October�7,�1996. Based on all the facts of record, including the results of the relevant CRA performance examinations, the Board concludes that considerations relating to the convenience and needs of the communities served are consistent with approval. The Board also concludes that all the factors that must be considered under the Reigle-Neal Act and the Federal Reserve Act also are consistent with approval. Conclusion Based on the foregoing and all the facts of record, the Board has determined that this application should be approved. Because the provisions of the Riegle-Neal Act relied on for this determination do not become effective until June�1,�1997, the Board's action approving the proposal shall not be effective until June�1, 1997. The Board's approval of the proposal is conditioned on compliance by AmSouth Alabama with all the commitments made in connection with this application. For purposes of this action, the commitments and conditions relied on in reaching this decision are both conditions imposed in writing by the Board and, as such, may be enforced in proceedings under applicable law. The merger of the Merging Banks with and into AmSouth Alabama may not be consummated before the fifteenth day following the June 1, 1997, effective date of this order, or later than three months after the effective date of this order, unless such period is extended by the Board or by the Federal Reserve Bank of Atlanta, acting pursuant to delegated authority.

By order of the Board of Governors,8, this approval becomes effective June 1, 1997. (signed) Jennifer J. Johnson Jennifer J. Johnson Deputy Secretary of the Board

Appendix Branch offices of AmSouth Florida to be established by AmSouth Alabama: 100 North Tampa Street, Tampa, Florida 33602 70 North Baylen Street, Pensacola, Florida 32501 3300 North Pace Boulevard, Pensacola, Florida 32205 575 North Navy Boulevard, Pensacola, Florida 32507 5100 North 9th Avenue, Pensacola, Florida 32504 8094 North Davis Highway, Pensacola, Florida 32514 420 Mary Esther Cutoff, Mary Esther, Florida 32569 400 Gulf Breeze Parkway, Gulf Breeze, Florida 32561 4 East Nine Mile Road, Pensacola, Florida 32514 1248 North Elgin Parkway, Shalimar, Florida 32579 6499 Caroline Street, Milton, Florida 32570 8022 Lillian Highway, Pensacola, Florida 32506 1200 John Sims Parkway, Niceville, Florida 32578 7130 North 9th Avenue, Pensacola, Florida 32504 4505 Sauffey Field Road, Pensacola, Florida 32526 6916 West Highway 98, Panama City, Florida 32407 12720 Middle Beach Road, Panama City, Florida 32407 100 Delwood Beach Road, Panama City, Florida 32411 100 Main Street, Destin, Florida 32541 25 Beal Parkway N.E., Ft. Walton, Florida 32548 469 West 23rd Street, Panama City, Florida 32405 5050 Highway 98 E., Destin, Florida 32541 212 Racetrack Road, Ft. Walton, Florida 32547 3373 Gulf Breeze Parkway, Gulf Breeze, Florida 32566 8094 North Davis Highway, Pensacola, Florida 32514 3102 Mahan Drive, Tallahassee, Florida 32308 3425 Thomasville Road, Tallahassee, Florida 32308 201 South Monroe Street, Tallahassee, Florida 32301 400 Cleveland Street, Clearwater, Florida 34615 33805 Highway 19 N., Palm Harbor, Florida 34684 1350 West Bay Drive, Largo, Florida 34640 13501 ICOT Boulevard, Clearwater, Florida 34620 3021 Enterprise Road, E., Clearwater, Florida 34619 3132 Tampa Road, Oldsmar, Florida 34677 2845 West Bay Drive, Belleair Bluffs, Florida 34640 604 East Druid Road, Clearwater, Florida 34617 3399 66th Street, N., St. Petersburg, Florida 33710 5728 Gulfport Boulevard, Gulfport, Florida 33707 5901 Sun Boulevard S., St. Petersburg, Florida 33715 3522 Bell Shoals Road, Valrico, Florida 33594 6424 Embassy Boulevard, Port Richey, Florida 34668 7512 State Road 52, Hudson, Florida 34667 14212 U.S. Highway 19 N., Hudson, Florida 34667 4010 Little Road, New Port Richey, Florida 34655 9701 Starkey Road, Largo, Florida 34647 1500 Belleair Road, Clearwater, Florida 34616 2575 Countryside Boulevard, Clearwater, Florida 34621 4811 Gulf Boulevard, St. Petersburg Beach, Florida 37706 260 First Avenue, S., St. Petersburg, Florida 33701 1042 Main Street, Dunedin, Florida 34698 8250 Ninth Street, N., St. Petersburg, Florida 33702 655 South Belcher Road, Clearwater, Florida 34624 3463 22nd Avenue N., St. Petersburg, Florida 33713 3505 Fourth Street, N., St. Petersburg, Florida 33704 9398 Oakhurst Road, Seminole, Florida 34646 4325 Park Boulevard, Pinellas Park, Florida 34665 601 Main Street, Safety Harbor, Florida 34695 7800 113th Street N., Seminole, Florida 34642 6800 Gulfport Boulevard S., South Pasadena, Florida 33707 2551 Sunset Point Road, Clearwater, Florida 34625 905 Martin Luther King Jr. Drive, Tarpon Springs, Florida 34689 5200 Est Bay Drive, Clearwater, Florida 34624 2323 Curlew Road, Palm Harbor, Florida 34683 2353 Stickney Point Road, Sarasota, Florida 34231 935 North Beneva Road, Sarasota, Florida 34232 4280 Bee Ridge Road, Sarasota, Florida 34233 1500 Pinehurst Drive, Spring Hill, Florida 34606 13944 North Dale Mabry, Tampa, Florida 33618 3902 Henderson Boulevard, Tampa, Florida 33629 8655 College Parkway S.W., Fort Myers, Florida 33919 13520 Cleveland Avenue N., N. Fort Myers, Florida 33903 1507 Cape Coral Parkway E., Cape Coral, Florida 33904 18621 North Tamaima Trail, N. Fort Myers, Florida 33903 2250 Avenida Del Vera, N. Fort Myers, Florida 33917 1821 Del Prado Boulevard, Cape Coral, Florida 33990 2100 Forrest Nelson Boulevard, Port Charlotte, Florida 33952 811 Anchor Rode Drive, Naples, Florida 33940 1697 Pine Ridge Road, Naples, Florida 33942 1400 Gulfshore Boulevard N., Naples, Florida 33940 5484 Rattlesnake Hammrock Road, Naples, Florida 33962 606 Bald Eagle Drive, Marco Island, Florida 33937 5909 Pine Ridge Road, Naples, Florida 33999 2150 Goodlette Road, Naples, Florida 33940 405 8th Street S., Naples, Florida 34470 406 East Silver Springs Boulevard, Ocala, Florida 34470 20381 East Pennsylvania Avenue, Dunnellon, Florida 34430 9351 Maricamp Road, Ocala, Florida 34472 2800 East Silver Springs Boulevard, Ocala, Florida 34470 451 South Highway 341-A, Silver Springs, Florida 34488 301 U.S. Highway 41 S., Inverness, Florida 34450 1290 South Broad Street, Brooksville, Florida 34601 1030 Southeast 17th Street, Ocala, Florida 34471 3860 North Lecanto Highway, Beverly Hills, Florida 34465 3232 Southwest College Road, Ocala, Florida 34474 10715 Southeast Highway 441, Belleview, Florida 34420 4556 South Suncoast Boulevard, Homosassa, Florida 34446 2734 Northeast Jacksonville Road, Ocala, Florida 34470 8721 Southwest Highway 200, Ocala, Florida 34474 802 North Main Street, Bushnell, Florida 33513 9356 San Jose Boulevard, Jacksonville, Florida 32257 233 East Bay Street, Jacksonville, Florida 32202 6263 St. Augustine Road, Jacksonville, Florida 32217 6524 Atlantic Boulevard, Jacksonville, Florida 32211 9421 Baymeadows Road, Jacksonville, Florida 32256 4297 Roosevelt Boulevard, Jacksonville, Florida 32210 252 North Apopka Highway, Orlando, Florida 34761 65 North Orange Avenue, Orlando, Florida 32801 220 West Fairbanks Avenue, Orlando, Florida 32789 500 East Michigan Street, Orlando, Florida 32806 5401 South Kirkman Road, Orlando, Florida 32819 2350 North U.S. Highway 1, Mims, Florida 32754 2525 Garden Street, Titusville, Florida 32796 905 Cheney Highway, Titusville, Florida 32780 925 South Orlando Avenue, Orlando, Florida 32789 5495 West Irlo Bronson Highway, Orlando, Florida 34746 14075 West Colonial Drive, Orlando, Florida 34787 2338 U.S. Highway 19, Holiday, Florida 34691 Branch offices of AmSouth Georgia to be established by AmSouth Alabama: 101 East Washington, Summerville, Georgia 30747 2101 Shorter Avenue, Rome, Georgia 30165 3040 Martha Berry Highway, Rome, Georgia 30165 400 North 5th Avenue, Rome, Georgia 30162 1400 Turner McCall Boulevard, Rome, Georgia 30162 208 North Wall Street, Calhoun, Georgia 30701 385 Battlefield Parkway, Fort Oglethorpe, Georgia 30742 710 North Main Street, Lafayette, Georgia 30728 Branch offices of AmSouth Tennessee to be established by AmSouth Alabama: 2207 Crestmoor Road, Nashville, Tennessee 37215 109 Walton Ferry Road, Henderson, Tennessee 37075 150 West Main Street, Gallatin, Tennessee 37066 5323 Mt. View Road, Antioch, Tennessee 37013 330 Union Street, Nashville, Tennessee 37201 181 Belle Forrest Circle, Nashville, Tennessee 37221 5029 Harpeth Drive, Brentwood, Tennessee 37027 2814 West End Avenue, Nashville, Tennessee 37203 310 West College Street, Fayetteville, Tennessee 37334 Plaza Shopping Center Taft Highway, Signal Mountain, Tennessee 37377 3303 Cummings Highway, Chattanooga, Tennessee 37419 One Union Square, Chattanooga, Tennessee 37402 4334 Ringgold Road, Chattanooga, Tennessee 37412 601 Market Center, Chattanooga, Tennessee 37402 5515 Brainerd Road, Chattanooga, Tennessee 37411 3894 Hixson Pike, Chattanooga, Tennessee 37415 4757 Highway 58, Chattanooga, Tennessee 37416 2120 Gunbarrel Road, Chattanooga, Tennessee 37421 8535 Hixson Pike, Hixson, Tennessee 37343 401 North Market Street, Dayton, Tennessee 37321 178 Paul Huff Parkway, Cleveland, Tennessee 37312 1965 Northpoint Boulevard, Chattanooga, Tennessee 37343 400 Ocoee Street, Cleveland, Tennessee 37311 Branch offices of AmSouth Walker to be established by AmSouth Alabama: 110 20th Street, Jasper, Alabama 35501 310 Highway 78 W., Jasper, Alabama 35501

Footnotes 1 On consummation of the merger, AmSouth Alabama would change its name to "AmSouth Bank." All the banks involved in the proposal are state member banks. 2 The locations of the branches that AmSouth Alabama proposes to establish are listed in the Appendix. 3 Deposit data are as of June 30, 1996. 4 12 U.S.C. ��1831u(a)(1) (1994). 5 12 U.S.C. ��1831u(d)(1) (1994). 6 See Ala. Code �� 5-13B-22, 23 (effective May 31, 1997); Fla. Stat. ch.�658.2953 (effective May 31, 1997); Ga. Code Ann., Fin. Inst. � 7-1-628.3 (effective June 1, 1997); and Tenn. Code Ann. � 45- 2-1402 et seq. (effective June 1, 1997). 7 See Statement of the Federal Financial Supervisory Agencies Regarding the Community Reinvestment Act. 54 Federal Register 13,742, 13,745 (1989). 8 Voting for this action: Chairman Greenspan, Vice Chair Rivlin, and Governors Kelley, Phillips, and Meyer.

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1997 Orders on banking applications