-----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, TNhy9zRd5+fCPxeeLQa1QJF+ETrGmH9BXAJUoI8fdEIz73wTRchCVHBWbNamB7br dVKiRZzfC+jFjn1+HyGaeg== 0000931763-99-001172.txt : 19990415 0000931763-99-001172.hdr.sgml : 19990415 ACCESSION NUMBER: 0000931763-99-001172 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990414 EFFECTIVENESS DATE: 19990414 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: SEC FILE NUMBER: 333-76283 FILM NUMBER: 99593658 BUSINESS ADDRESS: STREET 1: 1900 FIFTH AVENUE NORTH STREET 2: 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 April 14, 1999 REGISTRATION NO. 333-_____ 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)
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 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS (full title of the Plan) ________________ STEPHEN A YODER WITH A COPY TO: Executive Vice President and General Counsel J. MICHAEL SAVAGE AMSOUTH BANCORPORATION MAYNARD, COOPER & GALE, P.C. 1901 SIXTH AVENUE NORTH, SUITE 920 1901 SIXTH AVENUE NORTH AMSOUTH/HARBERT PLAZA SUITE 2400 BIRMINGHAM, ALABAMA 35203 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
========================================================================================================= 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 300,000 shares $46.03 per share $13,809,000 $3,839 value (and 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)(1) and (c) under the Securities Act of 1933 and are based upon the average of the high and low prices reported in the consolidated reporting system of the offered securities on April 7, 1999. 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 are incorporated into this Registration Statement by reference: 1. The Registrant's Annual Report on Form 10-K for the year ended December 31, 1998, filed pursuant to Section 13(a) of the Exchange Act, except that the information referred to in Item 402(a)(8) of Regulation S-K of the Commission shall not be deemed incorporated by reference herein. 2. All other reports of the Registrant filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since December 31, 1998. 3. The description of the Registrant's shares of Common Stock, par value $1.00 per share (the "Common Stock"), contained in the Registration Statement filed by the Registrant to register such securities under the Securities Exchange Act of 1934, including all amendments and reports filed for the purpose of updating such description prior to the termination of the offering of the Common Stock offered hereby. All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 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, Assistant General 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. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. - ------ ----------------------------------------- Under the Delaware General Corporation Law, a corporation is permitted to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including employee benefit plans), against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the II-1 person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. However, indemnity may not be granted in respect of a claim, issue or matter as to which a person has been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which the action or suit was brought has determined upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court of Chancery or such other court deems proper. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding if the corporation receives an undertaking by or on behalf of the director or officer to repay such advances if it is ultimately determined that the director or officer is not entitled to indemnification for such expenses. Expenses may be advanced to any former officer or director or to any other employee or agent of the corporation on such terms and conditions as the corporation deems appropriate. If a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described in the preceding paragraph, or in defense of any claim, issue or matter therein, the corporation is required to indemnify such person against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. The Registrant's Restated Certificate of Incorporation, as amended, provides for indemnification and exculpation of the directors and officers of the Registrant to the extent permitted under the Delaware General Corporation Law as described above. The Registrant maintains a directors' and officers' liability policy to cover the Registrant and its directors and officers for amounts, subject to policy limits, that the Registrant may be required to pay by way of indemnification to its directors or officers under its Restated Certificate of Incorporation or by-laws or otherwise and for the protection of individual directors and officers from losses and liabilities for which they may not be indemnified by the Registrant. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. - ------ ------------------------------------ Not applicable. ITEM 8. EXHIBITS - ------ -------- The following exhibits are filed as part of this Registration Statement: 3.1 Restated Certificate of Incorporation of AmSouth Bancorporation (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 1993, Exhibit 3-b filed with the Commission in Washington, D.C., SEC File No. 1- 7476, former File No. 0-6907). 3.2 Bylaws of AmSouth Bancorporation (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, Exhibit 3-b). 4 Stockholder Protection Rights Agreement dated as of December 18, 1997, ("Rights Agreement") between AmSouth Bancorporation and The Bank of New York, as successor to AmSouth Bank, 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 II-2 (incorporated by reference to the Registrant's Report on Form 8-K filed on December 18, 1997, Exhibit 4.1). 5 Opinion of Carl L. Gorday, Assistant General 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 ITEM 9. UNDERTAKINGS. - ------ ------------ (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3 (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. The Registrant hereby undertakes that in the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and 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 14th day of April, 1999. AMSOUTH BANCORPORATION By: /s/ C. Dowd Ritter -------------------------------------- C. Dowd Ritter Chairman of the Board, President, and Chief Executive Officer 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 April 14, 1999. Signature Title --------- ----- /s/ C. Dowd Ritter Chairman of the Board, President, Chief --------------------------- Executive Officer and a Director C. Dowd Ritter (Principal Executive Officer) /s/ Sloan D. Gibson, IV Senior Executive Vice President --------------------------- and Chief Financial Officer Sloan D. Gibson, IV (Principal Financial Officer) /s/ Robert R. Windelspecht Executive Vice President and --------------------------- Controller (Principal Accounting Robert R. Windelspecht Officer) * A Director --------------------------- J. Harold Chandler * A Director --------------------------- James E. Dalton, Jr. * A Director --------------------------- Rodney C. Gilbert * A Director --------------------------- Elmer B. Harris * A Director --------------------------- Victoria B. Jackson II-5 Signature Title --------- ----- * A Director ------------------------------- Ronald L. Kuehn, Jr. * A Director ------------------------------- James R. Malone * A Director ------------------------------- Francis A. Newman * A Director ------------------------------- Claude B. Nielsen * A Director ------------------------------- Benjamin F. Payton, Ph.D. * A Director ------------------------------- Herbert A. Sklenar * 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 executed by such persons and filed with the Securities and Exchange Commission. By: /s/ Carl L. Gorday ----------------------------------------------- Carl L. Gorday II-6 EX-5 2 OPINION OF CARL L. GORDAY [AmSouth Letterhead] EXHIBIT 5 April 14, 1999 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Registration Statement on Form S-8 Relating to the AmSouth Bancorporation Stock Option Plan for Outside Directors As Assistant General Counsel for AmSouth Bancorporation ("AmSouth"), I am familiar with the Restated Certificate of Incorporation and By-Laws of AmSouth, the above-referenced plan (the "Plan") and the above-referenced Registration Statement on Form S-8 (the "Registration Statement") relating to 300,000 shares of the common stock, $1.00 par value per share, of AmSouth (the "Common Stock") and 300,000 related preferred stock purchase rights (the "Rights") to be issued pursuant to the Stockholder Protection Rights Agreement dated as of December 18, 1997 (the "Rights Agreement"), between the Company and The Bank of New York (successor to AmSouth Bank), as Rights Agent (the "Rights Agent"). I have examined such public records and corporate proceedings and other documents as I have deemed necessary or appropriate as a basis for the opinion expressed below. Based upon such examination, I am of the opinion that: (1) When 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 set forth in paragraph (2) above, I note that the question whether the Board of Directors of AmSouth 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 being named in the Registration Statement and in any amendments thereto under the heading "Legal Matters" and to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, /s/ Carl L. Gorday Carl L. Gorday Assistant General Counsel EX-23.1 3 CONSENT OF ERNST & YOUNG LLP 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 Stock Option Plan for Outside Directors of AmSouth Bancorporation of our report dated January 29, 1999 (except for Note 22, as to which the date is March 1, 1999) 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, 1998, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Ernst & Young LLP Birmingham, Alabama April 12, 1999 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, (the "Company") whose signature appears below does hereby constitute and appoint Stephen A. Yoder, John W. Hopper or Carl L. Gorday, 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 Stock Option Plan for Outside Directors, 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 on this 1st day of April, 1999. /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, (the "Company") whose signature appears below does hereby constitute and appoint Stephen A. Yoder, John W. Hopper or Carl L. Gorday, 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 Stock Option Plan for Outside Directors, 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 on this 1st day of April, 1999. /s/ JAMES E. DALTON, JR. ------------------------ JAMES E. DALTON, JR. DIRECTOR'S POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of AmSouth Bancorporation, a Delaware corporation, (the "Company") whose signature appears below does hereby constitute and appoint Stephen A. Yoder, John W. Hopper or Carl L. Gorday, 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 Stock Option Plan for Outside Directors, 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 on this 1st day of April, 1999. /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, (the "Company") whose signature appears below does hereby constitute and appoint Stephen A. Yoder, John W. Hopper or Carl L. Gorday, 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 Stock Option Plan for Outside Directors, 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 on this 5th day of April, 1999. /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, (the "Company") whose signature appears below does hereby constitute and appoint Stephen A. Yoder, John W. Hopper or Carl L. Gorday, and any of them, her true and lawful attorney-in-fact and agent, for her and in her 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 Stock Option Plan for Outside Directors, 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 her hand on this 1st day of April, 1999. /s/ VICTORIA B. JACKSON ----------------------- VICTORIA B. JACKSON DIRECTOR'S POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of AmSouth Bancorporation, a Delaware corporation, (the "Company") whose signature appears below does hereby constitute and appoint Stephen A. Yoder, John W. Hopper or Carl L. Gorday, 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 Stock Option Plan for Outside Directors, 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 on this 1st day of April, 1999. /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, (the "Company") whose signature appears below does hereby constitute and appoint Stephen A. Yoder, John W. Hopper or Carl L. Gorday, 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 Stock Option Plan for Outside Directors, 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 on this 1st day of April, 1999. /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, (the "Company") whose signature appears below does hereby constitute and appoint Stephen A. Yoder, John W. Hopper or Carl L. Gorday, 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 Stock Option Plan for Outside Directors, 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 on this 1st day of April, 1999. /s/ FRANCIS A. NEWMAN --------------------- FRANCIS A. NEWMAN DIRECTOR'S POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of AmSouth Bancorporation, a Delaware corporation, (the "Company") whose signature appears below does hereby constitute and appoint Stephen A. Yoder, John W. Hopper or Carl L. Gorday, 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 Stock Option Plan for Outside Directors, 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 on this 3rd day of April, 1999. /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, (the "Company") whose signature appears below does hereby constitute and appoint Stephen A. Yoder, John W. Hopper or Carl L. Gorday, 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 Stock Option Plan for Outside Directors, 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 on this 1st day of April, 1999. /s/ BENJAMIN F. PAYTON, Ph.D ---------------------------- BENJAMIN F. PAYTON, Ph.D DIRECTOR'S POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of AmSouth Bancorporation, a Delaware corporation, (the "Company") whose signature appears below does hereby constitute and appoint Stephen A. Yoder, John W. Hopper or Carl L. Gorday, 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 Stock Option Plan for Outside Directors, 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 on this 1st day of April, 1999. /s/ HERBERT A. SKLENAR ---------------------- HERBERT A. SKLENAR -----END PRIVACY-ENHANCED MESSAGE-----