-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JWZPIZnRmQvnd80umO3DEIRloASF7TwlqaDihBsanGihfwYAbt8lwTjYBgrgvw8f N2uSpD8wCm70VGMH/H5TFQ== 0000931763-96-000105.txt : 19960402 0000931763-96-000105.hdr.sgml : 19960402 ACCESSION NUMBER: 0000931763-96-000105 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960329 EFFECTIVENESS DATE: 19960417 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMSOUTH BANCORPORATION CENTRAL INDEX KEY: 0000003133 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 630591257 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-02099 FILM NUMBER: 96542161 BUSINESS ADDRESS: STREET 1: 1400 AMSOUTH SONAT TOWER CITY: BIRMINGHAM STATE: AL ZIP: 35203 BUSINESS PHONE: 2053207151 MAIL ADDRESS: STREET 1: 1400 AMSOUTH SONAT TOWER CITY: BRIMINGHAM STATE: AL ZIP: 35288 FORMER COMPANY: FORMER CONFORMED NAME: ALABAMA BANCORPORATION DATE OF NAME CHANGE: 19810527 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BIRMINGHAM CORP DATE OF NAME CHANGE: 19741107 S-8 1 FORM S-8 The Registrant requests that the Registration Statement become effective immediately upon filing pursuant to Securities Act Rule 462. As filed with the Securities and Exchange Commission on March 29, 1996 REGISTRATION NO. 33-__________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________ AMSOUTH BANCORPORATION (Exact name of registrant as specified in its charter)
DELAWARE 6711 63-0591257 (State or other jurisdiction of (Primary standard industrial (I.R.S. employer incorporation or organization) classification code number) identification number)
1400 AMSOUTH-SONAT TOWER BIRMINGHAM, ALABAMA 35203 (205) 320-7151 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) AMSOUTH BANCORPORATION THRIFT PLAN (full title of the Plan) -------------------------- STEPHEN A. YODER EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL AMSOUTH BANCORPORATION 1400 AMSOUTH-SONAT TOWER BIRMINGHAM, ALABAMA 35203 (205) 326-5319 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: J. MICHAEL SAVAGE MAYNARD, COOPER & GALE, P.C. 1901 SIXTH AVENUE NORTH SUITE 2400 BIRMINGHAM, ALABAMA 35203 -------------------- CALCULATION OF REGISTRATION FEE
==================================================================================================== PROPOSED TITLE OF EACH CLASS OF PROPOSED MAXIMUM MAXIMUM AMOUNT OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION REGISTERED REGISTERED (1) PER UNIT(1) OFFERING PRICE(1) FEE Common Stock, $1.00 par value (and 1,000,000 shares $38.9375 per share $38,937,500 $13,427 associated Preferred Stock Purchase Rights) ====================================================================================================
(1) Estimated only for the purpose of calculating the registration fee. Such estimates have been calculated in accordance with Rule 457(h) under the Securities Act of 1933 and are based upon the average of the high and low prices per share of the Registrant's Common Stock on the New York Stock Exchange on March 19, 1996, as reported by the Wall Street Journal. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an undetermined amount of interests to be offered or sold pursuant to the AmSouth Bancorporation Thrift Plan described herein. Pursuant to General Instruction E of Form S-8, the contents of AmSouth Bancorporation's Registration Statement on Form S-8 (33-37905) are hereby incorporated herein by reference. In addition, the following information is included herein: PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT -------------------------------------------------- ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. - ------ --------------------------------------- The following documents filed by AmSouth Bancorporation (the "Registrant") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated into this Registration Statement by reference: 1. The Registrant's Annual Report on Form 10-K, for the year ended December 31, 1995. 2. All other reports of the Registrant filed pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1995. 3. AmSouth Bancorporation Thrift Plan Annual Report on Form 11-K, for the year ended December 31, 1994. 4. The description of the Common Stock set forth in the Registration Statement on Form 10 filed pursuant to Section 12 of the Exchange Act and any amendment to that description so filed with the Commission. 5. The description of the rights to purchase Series A Preferred Stock issued pursuant to the Rights Agreement (as herein defined) set forth in the Registration Statement on Form 8-A filed pursuant to Section 12 of the Exchange Act and any amendment to that description so filed with the Commission. All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement. Any statement so modified and superseded shall not be deemed to constitute a part hereof except as so modified or superseded. ITEM 4. DESCRIPTION OF SECURITIES. - ------ ------------------------- Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. - ------ -------------------------------------- An opinion as to the legality of the securities being registered is being provided by Carl L. Gorday, Counsel of the Registrant. Mr. Gorday has interests in the Registrant's common stock in an amount that is less than one-tenth of one percent of the outstanding shares of the Registrant's common stock. II-1 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. - ------ ----------------------------------------- Section 145 of the Delaware General Corporation Law contains detailed provisions for indemnification of directors and officers of Delaware corporations against expenses, judgments, fines and settlements in connection with litigation. The Registrant's Restated Certificate of Incorporation, as amended, and its Directors' and Officers' Liability Insurance Policy provide for indemnification and exculpation of the directors and officers of the Registrant under certain circumstances. Insofar as indemnification of liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. - ------ ----------------------------------- Not Applicable. ITEM 8. EXHIBITS. - ------ -------- The following exhibits are filed as part of this Registration Statement: 4.1 Stockholder Protection Rights Agreement dated as of June 15, 1989 ("Rights Agreement") between AmSouth Bancorporation and AmSouth Bank, National Association as Rights Agent, including as Exhibit A the forms of Rights Certificate and of Election to Exercise and as Exhibit B the form of Certificate of Designation and Terms of Series A Preferred Stock (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1989, Exhibit 4-a, filed with the Commission in Washington, D.C., SEC File No. 1-7476, former File No. 0-6907) 4.2 Certificate of Designation and Terms of Series A Preferred Stock of AmSouth Bancorporation (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1989, Exhibit 4-c, filed with the Commission in Washington, D.C., SEC File No. 1-7476, former File No. 0-6907) 5 Opinion of Carl L. Gorday, Counsel of Registrant 23.1 Consent of Ernst & Young LLP 23.2 Consent of Carl L. Gorday (included in Exhibit 5) 24 Powers of Attorney In reference to Exhibit 5, the Registrant undertakes to submit the Plan and any amendments thereto to the Internal Revenue Service in a timely manner and to make all changes required by the Internal Revenue Service in order to qualify the Plan under Section 401 of the Internal Revenue Code. II-2 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, as of the 28th day of March, 1996. AMSOUTH BANCORPORATION By: /s/ C. Dowd Ritter -------------------- C. Dowd Ritter President, Chief Executive Officer, and a Director Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated as of March 28th, 1996.
Signature Title Date --------- ----- ---- /s/ C. Dowd Ritter President, Chief Executive Officer, March 28, 1996 - ------------------ and a Director (Principal Executive (C. Dowd Ritter) Officer) /s/ Kristen M. Hudak Senior Executive Vice President and March 28, 1996 - -------------------- Chief Financial Officer (Principal (Kristen M. Hudak) Financial Officer) /s/ Dennis J. Dill Executive Vice President March 28, 1996 - ------------------- Chief Accounting Officer (Principal (Dennis J. Dill) Accounting Officer) * A Director March 28, 1996 - -------------------- (Barney B. Burks, Jr.) * A Director March 28, 1996 - -------------------- (J. Harold Chandler) * A Director March 28, 1996 - -------------------- (Joseph M. Farley) * A Director March 28, 1996 - -------------------- (Rodney C. Gilbert) * A Director March 28, 1996 - -------------------- (Elmer B. Harris)
II-3 * A Director March 28, 1996 - ------------------------ (Donald E. Hess) * A Director March 28, 1996 - ------------------------ (Ronald L. Kuehn, Jr.) * A Director March 28, 1996 - ------------------------ (James R. Malone) * A Director March 28, 1996 - ------------------------ (Claude B. Nielsen) * A Director March 28, 1996 - ------------------------ (Z. Cartter Patten, III) * A Director March 28, 1996 - ------------------------ (Benjamin F. Payton, Ph.D.) * A Director March 28, 1996 - ------------------------ (Herbert A. Sklenar) * Chairman of the Board March 28, 1996 - ------------------------ and a Diretor (John W. Woods) *Carl L. Gorday, by signing his name hereto, does sign this document on behalf of each of the persons indicated above pursuant to powers of attorney duly executed by such persons and filed with the Securities and Exchange Commission. By: /s/ Carl L. Gorday ------------------------ Carl L. Gorday Attorney in Fact II-4 Pursuant to the requirements of the Securities Act of 1933, the trustee has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, Alabama, on March 26, 1996. AMSOUTH BANCORPORATION THRIFT PLAN AMSOUTH BANK OF ALABAMA, AS TRUSTEE By: /s/ Katherine W. Davidson --------------------------- Katherine W. Davidson Sr. Vice President and Trust Officer II-5 EXHIBIT INDEX
Exhibit No. Exhibit ------- ------- 5 Opinion of Carl L. Gorday 23.1 Consent of Ernst & Young LLP 24 Powers of Attorney
II-6 EX-5 2 OPINION OF CARL GORDAY [LETTERHEAD OF AMSOUTH APPEARS HERE] EXHIBIT 5 March 28, 1996 AmSouth Bancorporation 1400 AmSouth-Sonat Tower 1900 Fifth Avenue, North Birmingham, Alabama 35203 Dear Sirs: I am Counsel to AmSouth Bancorporation, a Delaware corporation (the "Company") in connection with the registration on Form S-8 under the Securities Act of 1933 (the "Act") of up to 1,000,000 shares (the "Shares") of Common Stock, par value $1 per share, of the Company, to be issued in accordance with the terms of the Company's Thrift Plan (the "Plan"), 1,000,000 related stock purchase rights (the "Rights") to be issued pursuant to the Stockholder Protection Rights Agreement dated as of June 15, 1989 (the "Rights Agreement"), between the Company and AmSouth Bank, National Association, as Rights Agent (the "Rights Agent") and an indeterminate amount of interests in the Plan (the "Interests"). I have examined such corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, I advise you that, in my opinion: (1) When the Registration Statement on Form S-8 relating to the Shares, the Rights and the Interests (the "Registration Statement") has become effective under the Act, and the Shares and Interests have been duly issued as contemplated by the Registration Statement and the Plan, (a) the Shares will be validly issued, fully paid and nonassessable and (b) the Interests, when contributions and earnings thereon are credited to the accounts of eligible employees in accordance with the provisions of the Plan, will be validly issued. (2) Assuming that the Rights Agreement has been duly authorized, executed and delivered by the Rights Agent, then when the Registration Statement has become effective under the Act and the Shares have been validly issued as contemplated by the Registration Statement and the Plan, the Rights attributable to the Shares will be validly issued. AmSouth Bancorporation March 28, 1996 Page Two In connection with my opinion set forth in paragraph (2) above, I note that the question whether the Board of Directors of the Company might be required to redeem the Rights at some future time will depend upon the facts and circumstances existing at that time and, accordingly, is beyond the scope of such opinion. The foregoing opinion is limited to the Federal laws of the United States and the General Corporation Law of the State of Delaware, and I am expressing no opinion as to the effect of the laws of any other jurisdiction. I have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by me to be responsible. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ Carl L. Gorday ---------------------------------- Carl L. Gorday EX-23.1 3 CONSENT OF ERNST & YOUNG Exhibit 23.1--Consent of Ernst & Young LLP We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Thrift Plan of AmSouth Bancorporation of our report dated January 31, 1996, with respect to the consolidated financial statements of AmSouth Bancorporation incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP -------------------------- Birmingham, Alabama March 22, 1996 EX-24 4 POWER OF ATTORNEY EXHIBIT 24 DIRECTOR'S POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth Bancorporation, a Delaware corporation ("Company"), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder, Carl L. Gorday or William H. Caughran, Jr. and any of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Registration Statement on Form S-8 to be filed by the Company with respect to its securities with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933 in connection with the registration of additional securities to be offered pursuant to the AmSouth Bancorporation Thrift Plan; and, further, to execute and sign any and all pre-effective and post-effective amendments to such Registration Statement and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission and any state securities commissions, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 22nd day of February, 1996. /s/ Barney B. Burks, Jr. -------------------------------------- BARNEY B. BURKS, JR. EXHIBIT 24 DIRECTOR'S POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth Bancorporation, a Delaware corporation ("Company"), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder, Carl L. Gorday or William H. Caughran, Jr. and any of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Registration Statement on Form S-8 to be filed by the Company with respect to its securities with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933 in connection with the registration of additional securities to be offered pursuant to the AmSouth Bancorporation Thrift Plan; and, further, to execute and sign any and all pre-effective and post-effective amendments to such Registration Statement and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission and any state securities commissions, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 22nd day of February, 1996. /s/ Donald E. Hess -------------------------------------- DONALD E. HESS EXHIBIT 24 DIRECTOR'S POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth Bancorporation, a Delaware corporation ("Company"), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder, Carl L. Gorday or William H. Caughran, Jr. and any of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Registration Statement on Form S-8 to be filed by the Company with respect to its securities with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933 in connection with the registration of additional securities to be offered pursuant to the AmSouth Bancorporation Thrift Plan; and, further, to execute and sign any and all pre-effective and post-effective amendments to such Registration Statement and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission and any state securities commissions, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 13th day of February, 1996. /s/ Ronald L. Kuehn, Jr. -------------------------------------- RONALD L. KUEHN, JR. EXHIBIT 24 DIRECTOR'S POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth Bancorporation, a Delaware corporation ("Company"), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder, Carl L. Gorday or William H. Caughran, Jr. and any of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Registration Statement on Form S-8 to be filed by the Company with respect to its securities with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933 in connection with the registration of additional securities to be offered pursuant to the AmSouth Bancorporation Thrift Plan; and, further, to execute and sign any and all pre-effective and post-effective amendments to such Registration Statement and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission and any state securities commissions, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 12th day of February, 1996. /s/ James R. Malone -------------------------------------- JAMES R. MALONE EXHIBIT 24 DIRECTOR'S POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth Bancorporation, a Delaware corporation ("Company"), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder, Carl L. Gorday or William H. Caughran, Jr. and any of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Registration Statement on Form S-8 to be filed by the Company with respect to its securities with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933 in connection with the registration of additional securities to be offered pursuant to the AmSouth Bancorporation Thrift Plan; and, further, to execute and sign any and all pre-effective and post-effective amendments to such Registration Statement and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission and any state securities commissions, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 22nd day of February, 1996. /s/ Claude B. Nielsen -------------------------------------- CLAUDE B. NIELSEN EXHIBIT 24 DIRECTOR'S POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth Bancorporation, a Delaware corporation ("Company"), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder, Carl L. Gorday or William H. Caughran, Jr. and any of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Registration Statement on Form S-8 to be filed by the Company with respect to its securities with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933 in connection with the registration of additional securities to be offered pursuant to the AmSouth Bancorporation Thrift Plan; and, further, to execute and sign any and all pre-effective and post-effective amendments to such Registration Statement and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission and any state securities commissions, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 12th day of February, 1996. /s/ Z. Cartter Patten, III -------------------------------------- Z. CARTTER PATTEN, III EXHIBIT 24 DIRECTOR'S POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth Bancorporation, a Delaware corporation ("Company"), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder, Carl L. Gorday or William H. Caughran, Jr. and any of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Registration Statement on Form S-8 to be filed by the Company with respect to its securities with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933 in connection with the registration of additional securities to be offered pursuant to the AmSouth Bancorporation Thrift Plan; and, further, to execute and sign any and all pre-effective and post-effective amendments to such Registration Statement and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission and any state securities commissions, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 12th day of February, 1996. /s/ Benjamin F. Payton, Ph.D. -------------------------------------- BENJAMIN F. PAYTON, PH.D. EXHIBIT 24 DIRECTOR'S POWER OF ATTORNEY ---------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth Bancorporation, a Delaware corporation ("Company"), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder, Carl L. Gorday or William H. Caughran, Jr. and any of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Registration Statement on Form S-8 to be filed by the Company with respect to its securities with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933 in connection with the registration of additional securities to be offered pursuant to the AmSouth Bancorporation Thrift Plan; and, further, to execute and sign any and all pre-effective and post-effective amendments to such Registration Statement and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission and any state securities commissions, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 13th day of February, 1996. /s/ Herbert A. Sklenar -------------------------------------- HERBERT A. SKLENAR EXHIBIT 24 DIRECTOR'S POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth Bancorporation, a Delaware corporation ("Company"), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder, Carl L. Gorday or William H. Caughran, Jr. and any of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Registration Statement on Form S-8 to be filed by the Company with respect to its securities with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933 in connection with the registration of additional securities to be offered pursuant to the AmSouth Bancorporation Thrift Plan; and, further, to execute and sign any and all pre-effective and post-effective amendments to such Registration Statement and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission and any state securities commissions, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 22nd day of February, 1996. /s/ John W. Woods -------------------------------------- JOHN W. WOODS EXHIBIT 24 DIRECTOR'S POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth Bancorporation, a Delaware corporation ("Company"), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder, Carl L. Gorday or William H. Caughran, Jr. and any of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Registration Statement on Form S-8 to be filed by the Company with respect to its securities with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933 in connection with the registration of additional securities to be offered pursuant to the AmSouth Bancorporation Thrift Plan; and, further, to execute and sign any and all pre-effective and post-effective amendments to such Registration Statement and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission and any state securities commissions, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 22nd day of February, 1996. /s/ Joseph M. Farley -------------------------------------- JOSEPH M. FARLEY EXHIBIT 24 DIRECTOR'S POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth Bancorporation, a Delaware corporation ("Company"), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder, Carl L. Gorday or William H. Caughran, Jr. and any of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Registration Statement on Form S-8 to be filed by the Company with respect to its securities with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933 in connection with the registration of additional securities to be offered pursuant to the AmSouth Bancorporation Thrift Plan; and, further, to execute and sign any and all pre-effective and post-effective amendments to such Registration Statement and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission and any state securities commissions, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 22nd day of February, 1996. /s/ Rodney C. Gilbert -------------------------------------- RODNEY C. GILBERT EXHIBIT 24 DIRECTOR'S POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth Bancorporation, a Delaware corporation ("Company"), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder, Carl L. Gorday or William H. Caughran, Jr. and any of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Registration Statement on Form S-8 to be filed by the Company with respect to its securities with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933 in connection with the registration of additional securities to be offered pursuant to the AmSouth Bancorporation Thrift Plan; and, further, to execute and sign any and all pre-effective and post-effective amendments to such Registration Statement and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission and any state securities commissions, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 14th day of February, 1996. /s/ Elmer B. Harris -------------------------------------- ELMER B. HARRIS EXHIBIT 24 DIRECTOR'S POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth Bancorporation, a Delaware corporation ("Company"), by his execution hereof or upon an identical counterpart hereof, does hereby constitute and appoint Stephen A. Yoder, Carl L. Gorday or William H. Caughran, Jr. and any of them, his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, to execute and sign the Registration Statement on Form S-8 to be filed by the Company with respect to its securities with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933 in connection with the registration of additional securities to be offered pursuant to the AmSouth Bancorporation Thrift Plan; and, further, to execute and sign any and all pre-effective and post-effective amendments to such Registration Statement and any and all other documents in connection therewith, and to cause any and all such documents to be filed with the Securities and Exchange Commission and any state securities commissions, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts of said attorney-in-fact and agent which he may lawfully do in the premises or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 22nd day of February, 1996. /s/ J. Harold Chandler -------------------------------------- J. HAROLD CHANDLER -----END PRIVACY-ENHANCED MESSAGE-----