AMSOUTH BANCORPORATION
AMEND OF MERGER OF FIRST AMERICAN CORP RETIREMENT
<DOCUMENT>
<TYPE>EX-10.B
<SEQUENCE>4
<FILENAME>dex10b.txt
<DESCRIPTION>AMEND OF MERGER OF FIRST AMERICAN CORP RETIREMENT
<TEXT>

<PAGE>

                                                                    Exhibit 10-b

                             AMENDMENT OF MERGER OF
                           FIRST AMERICAN CORPORATION
                    SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM


         Pursuant to resolutions adopted by the AmSouth Benefits Committee, the
First American Corporation Supplemental Executive Retirement Program (the "FAC
Program") is hereby amended as follows and merged into the AmSouth
Bancorporation Supplemental Retirement Plan (the "AmSouth Plan") effective
January 1, 2001, with the AmSouth Plan serving as the surviving plan.

         1. Effective December 31, 2000, the FAC Program is hereby amended to
provide that benefits to Participants under the FAC Program will be calculated
using the FAC Program terms and conditions through December 31, 2000 and such
benefits shall be subject to the terms and conditions of the FAC Program as it
exists as of December 31, 2000, including but not limited to the terms and
conditions governing the distribution of benefits. Effective December 31, 2000
no additional benefits will be accrued under the terms and conditions of the FAC
Program.

         2. The benefit of a participant in the FAC Program shall not be less
than such Participant's benefit, if any, under the terms of the FAC Program
immediately preceding the merger of the FAC Program with and into the AmSouth
Plan, and the FAC Program benefit, if any, shall be added to the AmSouth Plan
benefit, if any, for the total benefit.

         3. Effective January 1, 2001, the FAC Program will be and hereby is
merged with and into the AmSouth Plan, with the AmSouth Plan serving as the
surviving plan. Notwithstanding anything to the contrary herein, all benefits
accrued to Participants in the FAC Program through December 31, 2000, shall be
calculated using the FAC Program terms and conditions as in effect December 31,
2000 and such benefits shall be subject to such terms and conditions, including
but not limited to the terms and conditions governing the distribution of such
benefits. Effective December 31, 2000 benefit accruals under the terms of the
FAC Program shall cease. The FAC Program benefits shall not be less than the
accrued benefits under the terms of the FAC Program immediately preceding the
merger of the FAC Program into the Plan. A copy of the FAC Program as of
December 31, 2000 is attached hereto as Exhibit A. Effective January 1, 2001,
all benefits will be calculated under the terms and conditions of the Plan from
January 1, 2001 forward.

IN WITNESS WHEREOF, AmSouth Bank has caused this Amendment of Merger to be
executed by its duly authorized officers effective as of January 1, 2001.

                                  AMSOUTH BANK


                                  By: /s/ C. Dowd Ritter
                                      -----------------------------------------
                                          C. Dowd Ritter
                                          President and Chief Executive Officer

ATTEST:


/s/ Carl L. Gorday
-----------------------------
Assistant Secretary
</TEXT>
</DOCUMENT>
