-----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, RHhDXo7qBjMMCIwdX7hHM3ZNPmUMTw0M5+1wDEDPtDlfQklpeOTjifnhgw/zJHUv c3Fq2VfA5+1VGIA95HTa/A== 0000931763-96-000248.txt : 19960613 0000931763-96-000248.hdr.sgml : 19960613 ACCESSION NUMBER: 0000931763-96-000248 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960610 EFFECTIVENESS DATE: 19960629 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: 333-05631 FILM NUMBER: 96579004 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 June 10, 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 (Primary standard (I.R.S. jurisdiction of industrial employer Incorporation or Classification identification organization) code number) number) AmSouth-Sonat Tower 1900 Fifth Avenue, North Birmingham, Alabama 35203 (205) 320-7151 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) AmSouth Bancorporation 1996 Long Term Incentive Compensation Plan (Full title of the Plan) ---------------- STEPHEN A. YODER Executive Vice President and General Counsel AmSouth Bancorporation 1901 Sixth Avenue North, Suite 920 AmSouth/Harbert Plaza Birmingham, Alabama 35203 (205) 326-5319 (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------------
CALCULATION OF REGISTRATION FEE ==================================================================================================================================== Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of Registration Securities to be registered Registered Offering Price Per Unit(1) Aggregate Offering Price (1) Fee - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, $1.00 par Value (and associated Preferred Stock Purchase 2,750,000 $38.1875 per share $105,015,625 $36,213 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 June 3, 1996, as reported by The Wall Street Journal. 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. AmSouth's Quarterly Report on Form 10-Q for the quarterly period ended March 31,1996. 3. The description of the Registrant's 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. 4. 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 Sections 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 the 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) modified 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 Stephen A. Yoder, General Counsel of the Registrant. Mr. Yoder 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. 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, judgement, 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. II-1 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 Stephen A. Yoder, General Counsel of Registrant 15 Letter re Unaudited Interim Financial Information 23.1 Consent of Ernst & Young LLP 23.2 Consent of Stephen A. Yoder (included in Exhibit 5) 24 Powers of Attorney II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 7th day of June, 1996. AMSOUTH BANCORPORATION By: * ------------------------- (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 June 7, 1996. Signature Title Date --------- ----- ---- * President, Chief Executive June 7, 1996 - -------------------------- Officer and a Director (Principal (C. Dowd Ritter) Executive Officer) /s/ Kristen M. Hudak Senior Executive Vice President June 7, 1996 - -------------------------- and Chief Financial Officer (Kristen M. Hudak) (Principal Financial Officer) /s/ Dennis J. Dill Executive Vice President and June 7, 1996 - -------------------------- Chief Accounting Officer (Dennis J. Dill) (Principal Accounting Officer) * - -------------------------- A Director June 7, 1996 (J. Harold Chandler) * - -------------------------- A Director June 7, 1996 (Rodney C. Gilbert) * - -------------------------- A Director June 7, 1996 (Elmer B. Harris) * - -------------------------- A Director June 7, 1996 (Donald E. Hess) II-3 * - ---------------------------- A Director June 7, 1996 (Ronald L. Kuehn, Jr.) * - ---------------------------- A Director June 7, 1996 (James R. Malone) * - ---------------------------- A Director June 7, 1996 (Clande B. Nielsen) * - ---------------------------- A Director June 7, 1996 (Benjamin F. Payton, Ph.D.) * - ---------------------------- A Director June 7, 1996 (Herbert A. Sklenar) * - ---------------------------- Chairman of the Board June 7, 1996 (John W. Woods) and a Director * 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 EXHIBIT INDEX EXHIBIT NO. EXHIBIT ---------- ------- 5 Opinion of Stephen A. Yoder 15 Letter re Unaudited Interim Financial Information 23.1 Consent of Ernst & Young LLP 24 Powers of Attorney II-5 EX-5 2 OPINION OF STEPHEN A. YODER AmSouth Bancorporation Office of General Counsel Post Office Box 11007 Birmingham, Alabama 35288 (205) 326-4977 [LOGO OF AMSOUTH APPEARS HERE] EXHIBIT 5 June 7, 1996 AmSouth Bancorporation 1400 AmSouth-Sonat Tower 1900 Fifth Avenue, North Birmingham, Alabama 35203 Dear Sirs: I am General 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 2,750,000 shares (the "Shares") of Common Stock, par value $1.00 per share, of the Company, to be issued in accordance with the terms of the Company's 1996 Long Term Incentive Compensation Plan (the "Plan"), and 2,750,000 related preferred 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 of Alabama (formerly AmSouth Bank, National Association), as Rights Agent (the "Rights Agent"). I, or attorneys under my supervision, have examined such corporate and other records of the Company and certificates of public officials and officers of the Company as I have deemed necessary or appropriate to provide a basis for the opinions set forth below. 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 have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as original documents and the conformity with the original documents of all documents submitted to me as certified or photostatic copies, including facsimile copies. 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 and the Rights (the "Registration Statement") has become effective under the Act, and the Shares have been duly issued as contemplated by the Registration Statement and the Plan, the Shares will be validly issued, fully paid and nonassessable. (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. In connection with my opinion 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 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/ Stephen A. Yoder Stephen A. Yoder General Counsel EX-15 3 UNAUDITED INTERIM FINANCIAL INFORMATION Exhibit 15 [LETTERHEAD OF ERNST & YOUNG LLP APPEARS HERE] Board of Directors AmSouth Bancorporation Re: Unaudited Interim Financial Information We are aware of the incorporation by reference in the Registration Statement (Form S-8) of AmSouth Bancorporation for the registration of 2,750,000 shares of its common stock of our report dated May 9, 1996 relating to the unaudited consolidated interim financial statements of AmSouth Bancorporation which are included in its Form 10-Q for the quarter ended March 31, 1996. Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a part of the registration statement prepared or certified by accountants within the meaning of Section 7 or 11 of the Securities Act of 1933. /s/ Ernst & Young LLP ------------------------ Ernst & Young LLP Birmingham, Alabama June 6, 1996 EX-23.1 4 CONSENT OF ERNST & YOUNG Exhibit 23.1 [LETTERHEAD OF ERNST & YOUNG LLP APPEARS HERE] Re: Consent of Ernst & Young LLP We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1996 Long Term Incentive Compensation Plan of AmSouth Bancorporation of our report dated January 31, 1996, with respect to the consolidated financial statements of AmSouth Bancorporation included 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 ------------------------ Ernst & Young LLP Birmingham, Alabama June 6, 1996 EX-24 5 POWER OF ATTORNEY EXHIBIT 24 DIRECTOR'S AND OFFICER'S POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and Officer 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 securities to be offered pursuant to the AmSouth Bancorporation 1996 Long Term Incentive Compensation 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 20th day of May, 1996. /s/ C. Dowd Ritter ---------------------------------- C. DOWD RITTER DIRECTOR'S AND OFFICER'S POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and Officer 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 securities to be offered pursuant to the AmSouth Bancorporation 1996 Long Term Incentive Compensation 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 May, 1996. /s/ John W. Woods ---------------------------------- JOHN W. WOODS 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 securities to be offered pursuant to the AmSouth Bancorporation 1996 Long Term Incentive Compensation 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 20th day of May, 1996. /s/ J. Harold Chandler ---------------------------------- J. HAROLD CHANDLER 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 securities to be offered pursuant to the AmSouth Bancorporation 1996 Long Term Incentive Compensation 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 20th day of May, 1996. /s/ Rodney C. Gilbert ---------------------------------- RODNEY C. GILBERT 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 securities to be offered pursuant to the AmSouth Bancorporation 1996 Long Term Incentive Compensation 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 21st day of May, 1996. /s/ Elmer B. Harris ---------------------------------- ELMER B. HARRIS 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 securities to be offered pursuant to the AmSouth Bancorporation 1996 Long Term Incentive Compensation 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 17th day of May, 1996. /s/ Donald E. Hess ---------------------------------- DONALD E. HESS 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 securities to be offered pursuant to the AmSouth Bancorporation 1996 Long Term Incentive Compensation 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 20th day of May, 1996. /s/ Ronald L. Kuehn, Jr. ---------------------------------- RONALD L. KUEHN, JR. 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 securities to be offered pursuant to the AmSouth Bancorporation 1996 Long Term Incentive Compensation 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 20th day of May, 1996. /s/ James R. Malone ---------------------------------- JAMES R. MALONE 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 securities to be offered pursuant to the AmSouth Bancorporation 1996 Long Term Incentive Compensation 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 May, 1996. /s/ Claude B. Nielsen ---------------------------------- CLAUDE B. NIELSEN 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 securities to be offered pursuant to the AmSouth Bancorporation 1996 Long Term Incentive Compensation 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 20th day of May, 1996. /s/ Benjamin F. Payton ---------------------------------- BENJAMIN F. PAYTON 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 securities to be offered pursuant to the AmSouth Bancorporation 1996 Long Term Incentive Compensation 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 20th day of May, 1996. /s/ Herbert A. Sklenar ---------------------------------- HERBERT A. SKLENAR -----END PRIVACY-ENHANCED MESSAGE-----