2000 Annual Report Contents... Front Cover Introduction Letter to Shareholders Strategic Overview 2000 Financial Information Management's Discussion & Analysis Management's Statement on Reporting Report of Independent Auditors Consolidated Statement of Condition Consolidated Statement of Earnings Consolidated Statement of Shareholder's Equity Consolidated Statement of Cash Flows Notes to Consolidated Financial Statements Board of Directors Management Committee Emeritus Board of Directors Corporate Information Back Cover

AmSouth Bancorporation and Subsidiaries Notes to Consolidated Financial Statements
NOTE 16–EARNINGS PER COMMON SHARE
The following table sets forth the computation of earnings per common share and diluted earnings per common share:
(Dollars in thousands) 2000  1999  1998  Earnings per common share computation: Numerator: Net income $ 329,127  $ 340,468  $ 474,074  Denominator: Average common shares outstanding 382,031  391,136  389,595  Earnings per common share $ 0.86  $ 0.87  $ 1.22  Diluted earnings per common share computation: Numerator: Net income $ 329,127  $ 340,468  $ 474,074  Denominator: Average common shares outstanding 382,031  391,136  389,595  Dilutive shares contingently issuable 2,646  5,379  6,896  Average diluted common shares outstanding 384,677  396,515  396,491  Diluted earnings per common share $ 0.86  $ 0.86  $ 1.20
The effect from assumed exercise of 13.0 million, 6.1 million and 0.9 million of stock options was not included in the computation of diluted earnings per common share for 2000, 1999 and 1998, respectively, because such shares would have had an antidilutive effect on earnings per share.
NOTE 17–LONG-TERM INCENTIVE COMPENSATION PLANS
AmSouth has long-term incentive compensation plans which permit the granting of incentive awards in the form of stock options, restricted stock awards and stock appreciation rights. Generally, the terms of these plans stipulate that the exercise price of options may not be less than the fair market value of AmSouth’s common stock at the date the options are granted. Options granted generally vest between one and three years from the date of the grant. The majority of the options granted during 2000 expire between three and ten years depending on certain performance criteria. All other options granted generally expire not later than ten years from the date of the grant.	Statement 123 requires pro forma information regarding net income and earnings per share. This pro forma information has been determined as if AmSouth had accounted for its employee stock options under the fair value method of that statement. The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions for 2000, 1999 and 1998, respectively: a risk-free interest rate of 6.83%, 5.29% and 5.62%, a dividend yield of 5.04%, 2.61% and 2.36%, a volatility factor of 23.83%, 19.24% and 18.04%, and a weighted-average expected life of the options of 7.0, 6.4 and 6.4 years. The weighted-average fair value of options granted during 2000, 1999 and 1998 was $3.21, $8.82 and $5.47, respectively.