DAVID W. SMITH Assistant Vice President

1000 Peachtree Street, N.E. Atlanta, Georgia 30309-4470 404.498.7228 fax 404.498.7302 david.smith@atl.frb.org

March 3, 2003

Mr. Robert C. McKinney
Vice President and Senior Counsel
AmSouth Bank
AmSouth Center, Law Department
315 Deaderick Street
Nashville, Tennessee 37237-0721

Dear Mr. McKinney:

We have accepted the application by AmSouth Bank, Birmingham, Alabama, to establish branch offices located at 1827 Murfreesboro Pike, Nashville, Tennessee, and 2298 W. County Highway 30-A, Unit 3, Santa Rosa Beach, Florida, pursuant to section 9 of the Federal Reserve Act.

The Board of Governors of the Federal Reserve System has amended the procedures for establishing a branch, which, based upon certain criteria, allow a state member bank to open a branch three to five business days after the expiration of a one-time, 15-day newspaper comment period unless notified to the contrary by the Reserve Bank. Criteria for these procedures include a satisfactory financial condition, an adequate capital level in relation to assets, a satisfactory record of performance under the Community Reinvestment Act, satisfactory compliance with laws and regulations, compliance with any supervisory directives, and require that any increase in the bank's investment in premises in connection with the proposal be in compliance with section 24A of the Federal Reserve Act.

Because AmSouth Bank meets the requirements for these amended procedures, the transaction may be consummated three full business days after expiration of the comment period, or March 17, 2003, unless notified to the contrary by the Reserve Bank. Approval is subject to Bank obtaining approval from the appropriate state banking authority and to the proposal's consummation within one year from March 17, 2003. Please notify this Reserve Bank in writing of the date of the branches opening within 30 days of consummation.

Until further notice, future branch applications by AmSouth Bank may consist of a letter describing the proposal, a copy of the newspaper notice, and a publisher's affidavit. The branch application should include the original documents and eight collated copies. Branch applications should be received within seven calendar days of publication. If the publisher's affidavit is not available within seven calendar days of publication, AmSouth Bank should submit a newspaper page containing the notice and evidence of the date of publication. The publisher's affidavit should be forwarded as soon as it becomes available.

Should you have any questions regarding this matter, please contact Kate Gaboardi of our staff at (404) 498-7250.

Very truly yours,

cc:	Board of Governors

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