<PAGE>
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 February 11, 1994
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)
FloridaBank
Stock Option Plan and Stock Option Plan - 1993
(full title of the Plan)
-----------------
MARIA B. CAMPBELL, ESQ.
Executive Vice President,
General Counsel and Secretary
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
-----------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================
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
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------
Common Stock, $1.00
par value (and
associated Preferred 76,000 shares $30.50 $2,318,000 $800
Stock Purchase Rights).
==========================================================================================
</TABLE>
(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 as reported by the Wall Street
Journal for New York Stock Exchange Composite Transactions on February 8, 1994.
<PAGE>
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, 1992.
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, 1992.
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.
4. The description of the Registrant's Stock Purchase Rights (the
"Rights") contained in its Registration Statement on Form 8-A filed with the
Commission on July 10, 1989, including all amendments and reports filed for the
purpose of updating such description prior to the termination of the offering of
the Rights 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.
- ------ --------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
- ------ -----------------------------------------
Directors, officers, employees and agents of the Registrant and its
subsidiaries or those serving at its request as directors, officers, employees
or agents of another corporation or enterprise are entitled to indemnification
as expressly permitted by the provisions of the General Corporation Law of the
State of Delaware, the Registrant's Restated Certificate of Incorporation, as
amended, the charters of the Registrant's subsidiaries and the Registrant's
liability insurance. 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
<PAGE>
has been informed 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.
Item 7. Exemption from Registration Claimed.
- ------ -----------------------------------
Not Applicable.
Item 8. Exhibits.
- ------ --------
The following exhibits are filed as part of this Registration
Statement:
4.1 Form of FloridaBank Stock Option Plan
4.2 Form of FloridaBank Stock Option Plan - 1993
4.3 Form of Agreement and Plan of Merger, dated as of June 30, 1993,
between FloridaBank, a Federal Savings Bank, and Registrant,
incorporated by reference to Exhibit #2 to Registrant's
Registration Statement on Form S-4 (33-50605).
5 Opinion of Carl L. Gorday, Counsel of Registrant.
15 Letter re unaudited interim financial information.
23.1 Consent of Ernst & Young.
23.2 Consent of Carl L. Gorday (included in the opinion 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.
<PAGE>
(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.
(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 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.
<PAGE>
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 under-
signed, thereunto duly authorized, in the City of Birmingham, State of
Alabama, as of the 11th day of February, 1994.
AMSOUTH BANCORPORATION
By /s/John W. Woods
---------------------------------------
(John W. Woods)
(Chairman of the Board, Chief Executive
Officer, President 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 February 11, 1994.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*
- ----------------------------------------- Chairman of the Board, Chief February 11, 1994
(John W. Woods) Executive Officer, President and a
Director (Principal Executive Officer)
*
- ----------------------------------------- Executive Vice President and February 11, 1994
(M. List Underwood, Jr.) Chief Financial Officer (Principal
Financial Officer)
*
- ----------------------------------------- Senior Vice President, Controller February 11, 1994
(Ricky W. Thomas) and Chief Accounting Officer
(Principal Accounting Officer)
*
- ----------------------------------------- A Director and an Officer February 11, 1994
(C. Stanley Bailey)
*
- ----------------------------------------- A Director February 11, 1994
(George W. Barber, Jr.)
*
- ----------------------------------------- A Director February 11, 1994
(William D. Biggs)
*
- ----------------------------------------- A Director February 11, 1994
(Barney B. Burks, Jr.)
*
- ----------------------------------------- A Director February 11, 1994
(William J. Cabaniss, Jr.)
*
- ----------------------------------------- A Director February 11, 1994
(Joseph M. Farley)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*
- ----------------------------------------- A Director February 11, 1994
(M. Miller Gorrie)
*
- ----------------------------------------- A Director February 11, 1994
(Robert A. Guthans)
*
- ----------------------------------------- A Director February 11, 1994
(Elmer B. Harris)
- ----------------------------------------- A Director
(James I. Harrison, Jr.)
*
- ----------------------------------------- A Director February 11, 1994
(Donald E. Hess)
*
- ----------------------------------------- A Director February 11, 1994
(Hugh B. Jacks)
*
- ----------------------------------------- A Director February 11, 1994
(Ronald L. Kuehn, Jr.)
*
- ----------------------------------------- A Director February 11, 1994
(E. Roberts Leatherbury)
*
- ----------------------------------------- A Director February 11, 1994
(Mrs. H. Taylor Morrissette)
*
- ----------------------------------------- A Director February 11, 1994
(Claude B. Nielsen)
*
- ----------------------------------------- A Director February 11, 1994
(Arthur R. Outlaw)
*
- ----------------------------------------- A Director February 11, 1994
(Z. Cartter Patten, III)
*
- ----------------------------------------- A Director February 11, 1994
(Benjamin F. Payton)
*
- ----------------------------------------- A Director February 11, 1994
(B. Phil Richardson)
*
- ----------------------------------------- A Director and an Officer February 11, 1994
(C. Dowd Ritter)
*
- ----------------------------------------- A Director February 11, 1994
(William J. Rushton, III)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*
- ----------------------------------------- A Director February 11, 1994
(Herbert A. Sklenar)
*
- ----------------------------------------- A Director February 11, 1994
(W. A. Williamson, Jr.)
*
- ----------------------------------------- A Director February 11, 1994
(Spencer H. Wright)
By: /s/Carl L. Gorday
-------------------------------------
(Carl L. Gorday)
Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Exhibit Page
No. ------- No.
- ------- ----
<S> <C> <C>
4.1 Form of FloridaBank Stock Option Plan
4.2 Form of FloridaBank Stock Option Plan - 1993
5 Opinion of Carl L. Gorday, Counsel of Registrant.
15 Letter re unaudited interim financial information.
23.1 Consent of Ernst & Young.
23.2 Consent of Carl L. Gorday (included in the opinion in Exhibit 5).
24 Powers of Attorney.
</TABLE>
<PAGE>
EXHIBIT 4.1
AMERICAN FEDERAL SAVINGS
BANK OF DUVAL COUNTY
STOCK OPTION PLAN
1. The Purpose of the Plan. This stock option plan (the "Plan") is
-----------------------
intended to provide an opportunity for directors, officers and key employees of
American Federal Savings Bank of Duval County (the "Bank") and its subsidiaries,
as subsidiaries are defined in section 425 of the Code* (its "subsidiaries"),
to acquire shares of the Bank's common stock. The Plan provides for the grant
of incentive stock options, as defined in section 422A of the Code ("Incentive
Stock Options"), and stock options not qualifying as Incentive Stock Options
("Non-Qualified Stock Options") providing an equity interest in the Bank's
business, as an incentive to service or continued service to the Bank and to aid
the Bank in obtaining and retaining directors and key personnel of outstanding
ability. As used herein, "Options" refers to Incentive Stock Options and
Non-Qualified Stock Options.
2. Stock Subject to the Plan. The maximum number of shares of the
-------------------------
common stock, $1.00 par value, of the Bank (the "Stock") which may be issued
under Incentive Stock Options and Non-Qualified Stock Options granted under the
Plan in the discretion of the Committee, (as referred to below), shall be a
total of 93,000 shares of Stock. If an Option expires or terminates for any
reason without being exercised in full, the unpurchased shares subject to such
Stock Option shall again be available for purposes of the Plan.
3. Administration of the Plan. This Plan shall be administered by a
--------------------------
committee of the Board of Directors consisting of not less than three directors
(the "Committee"). The Committee shall have full authority in its discretion to
determine the directors, officers or key employees of the Bank and its
subsidiaries to whom Options shall be granted and the terms and provisions of
Options, subject to the Plan. In making such determinations, the Committee may
take into account the nature of the services rendered and to be rendered by the
respective directors, officers and key employees, their present and potential
contributions to the Bank and any other factors which the Committee deems
relevant. Subject to the provisions of the Plan, the Committee shall have full
and conclusive authority to interpret the Plan; to prescribe, amend and rescind
rules and regulations relating to the Plan; to determine the terms and
provisions of the respective Option agreements (which need not be identical);
and to make all other determinations necessary or advisable for the proper
administration of the Plan.
4. Eligibility and Limits. Options may be granted only to directors,
----------------------
officers and key employees of the Bank and its present or future subsidiaries.
No Incentive Stock Option shall be granted to any person who, at the time such
Option is granted, owns (as defined in sections 422A and 425 of the Code) Stock
possessing more than 10% of the total combined voting power of all classes of
Stock of the Bank, and no Incentive Stock Option may be granted to a director
not otherwise employed by the Bank or a subsidiary of the Bank. The aggregate
fair market value (determined as of the time an Incentive
- ---------------------------
*The "Code" herein refers to the Internal Revenue Code of 1954 as amended.
<PAGE>
Stock Option is granted) of the Stock for which an officer or employee may be
granted Incentive Stock Options in any calendar year, taking into account
Incentive Stock Options granted under this Plan and under all other plans of the
Bank (as defined in section 425 of the Code), shall not exceed $100,000 plus any
unused limit carryover to such year computed in accordance with section
422A(c)(4) of the Code.
5. Incentive Stock Options and Non-Qualified Stock Options. At the
-------------------------------------------------------
time any Option is granted under this Plan, the Committee shall determine
whether said Option is to be an Incentive Stock Option or a Non-Qualified Stock
Option, and the Option shall be clearly identified as to its status as an
Incentive Stock Option or a Non-Qualified Stock Option. The number of shares as
to which Incentive Stock Options and Non-Qualified Stock Options shall be
granted shall be determined by the Committee in its sole discretion, subject to
the provisions of Section 4 above with respect to the aggregate fair market
value of the Stock for which an officer or employee shall be granted Incentive
Stock Options in any calendar year and subject to the provisions of Section 2
above as to the total number of shares for which both Incentive Stock Options
and Non-Qualified Stock Option may be granted under the Plan. At the time any
Incentive Stock Option granted under this Plan is exercised, the certificates
representing the shares of Stock purchased pursuant to said Option shall be
clearly identified as representing shares purchased upon exercise of an
Incentive Stock Option.
6. Terms and Conditions of Options. Subject to the following
-------------------------------
provisions, all Options shall be in such form and upon such terms and conditions
as the Committee in its discretion may from time to time determine.
(a) Option Price. The Option price per share shall not be less
------------
than 100% of the fair market value per share of the Stock (as determined
in good faith by the Committee) on the date the Option is granted, which
shall be the date on which the Committee has approved the terms and
conditions of a stock option agreement evidencing the Option and has
determined the recipient of the Option and the number of shares covered
by the Option and has taken all such other action as is necessary to
complete the grant of the Option.
(b) Option Terms. No Option shall be exercisable after the
------------
expiration of ten years from the date the Option is granted.
(c) Payment. Payment for all shares purchased pursuant to exercise
-------
of an Option shall be made in cash. Such payment shall be made at the
time that the Option or any part thereof is exercised, and no shares
shall be issued until full payment therefor has been made. The holder of
an Option shall, as such, have none of the rights of a stockholder.
(d) Conditions to Exercise of an Option. Subject to the provisions
-----------------------------------
of subparagraph (g) below, no Option shall be exercisable until the
holder shall have been employed by or served as a director for the Bank
or one of its subsidiaries for at least six months from the date of
grant.
(e) Nontransferability of Options. An Option shall not be
-----------------------------
transferable or assignable except by will or by the laws of descent and
distribution and shall be exercisable, during the holder's lifetime,
only by him/her.
(f) Termination of Employment or Death. In the event of
----------------------------------
termination of employment or of a directorship of the holder for any
reason other than death or disability, the holder may
2
<PAGE>
not exercise an Option more than three months after the date of such
termination of such employment or such directorship; provided, however,
that no Option shall be exercised following the date of notice to the
holder of termination of his employment by the Bank or any of its
subsidiaries for violation by him of any provision of any written
employment contract between the Bank and the holder. Upon any
termination of employment of the holder by reason of disability, within
the meaning of section 105(d)(4) of the Code, the holder may not
exercise an Option later than twelve months after the date of such
termination of employment. If the holder of an Option dies, such Option
may be exercised (to the extent that the holder shall have been entitled
to do so at the date of his death) by a legatee or legatees of the
holder under his last will, or by his personal representatives or
distributees, at any time during the twelve-month period following his
death. Notwithstanding this subparagraph (f), no Option may be exercised
more than ten years after the date on which such Option was granted. For
purposes of this subparagraph (f), employment or a directorship of a
holder shall not be deemed terminated so long as the holder is employed
by, or a director of, a parent or subsidiary of the Bank or by another
corporation (or a parent or subsidiary corporation of such other
corporation) which has assumed the Option of the holder in a transaction
to which section 425(a) of the Code is applicable.
(g) Limited Right of Exercise. Notwithstanding the provisions of
-------------------------
subparagraph (d) above, but subject to the provisions of subparagraph
(b) above, an Option may be exercised as to the full number of shares
covered by the Option without regard to the date of grant of the Option
if: (1) a tender offer or exchange offer has been made for shares of
Stock, other than one made by the Bank, provided that the corporation,
person or other entity making such offer purchases or otherwise acquires
shares of Stock pursuant to such offer; or (2) the stockholders of the
Bank have approved a definitive agreement (the "Agreement") to merge or
consolidate with or into another corporation pursuant to which the Bank
will not survive or will survive only as a subsidiary of another savings
bank or savings and loan association or other corporation, or to sell or
otherwise dispose of all or substantially all of its assets; or (3) any
person or group (as such terms are defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Act")), becomes the
holder of 25% or more of the outstanding shares of Stock. If any of the
events specified in this subparagraph (g) have occurred, the Option
shall be fully exercisable: (x) in the event of (1) above, within a 30-
day period commencing on the date of expiration of the tender offer or
exchange offer; or (y) in the event of (2) above, within a 30-day period
commencing on the date of approval by the shareholders of the Agreement;
or (z) in the event of (3) above, within a 30-day period commencing on
the date upon which the Bank is provided a copy of Schedule 13D (filed
pursuant to Section 13(d) of the Act and rules and regulations
promulgated thereunder) indicating that any person or group has become
the holder of 50% or more of the outstanding shares of Stock or, if the
Corporation is not subject to Section 13(d) of the Act, within a 30-day
period commencing on the date upon which the Corporation receives
written notice that any person or group has become the holder of 50% or
more of the outstanding shares of Stock.
(h) Prior Outstanding Options. No Incentive Stock Option shall be
-------------------------
exercisable by an optionee until such time as all prior Incentive Stock
Options granted to such optionee have been exercised in full or have
expired by reason of lapse of time, except to the extent permitted by
the provisions of the Internal Revenue Code governing Incentive Stock
Options.
3
<PAGE>
7. Changes in Capitalization; Merger; Liquidation. The number of
----------------------------------------------
shares of Stock as to which Options may be granted, the number of shares covered
by each outstanding Option, and the price per share in each outstanding Option,
shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Stock resulting from a subdivision or combination of shares or
the payment of a stock dividend in shares of Stock to holders of outstanding
shares of Stock or any other increase or decrease in the number of such shares
effected without receipt or consideration by the Bank. If the Bank shall be the
surviving entity in any merger or consolidation, recapitalization,
reclassification of shares or similar reorganization, the holder of each
outstanding Option shall be entitled to purchase, at the same times and upon the
same terms and conditions as are then provided in the Option, the number and
class of shares of Stock or other securities to which a holder of the number of
shares of Stock subject to the Option at the time of such transaction would have
been entitled to receive as a result of such transaction. In the event of any
such changes in capitalization of the Bank, the Committee may make such
additional adjustments in the number and class of shares of Stock or other
securities with respect to which outstanding Options are exercisable and with
respect to which future Options may be granted as the Committee in its sole
discretion shall deem equitable or appropriate, subject to the provisions of
paragraph 8. A dissolution or liquidation of the Bank or a merger or
consolidation in which the Bank is not the surviving corporation or in which the
Bank survives only as a subsidiary of another corporation shall cause each
outstanding Option to terminate, except to the extent that another savings bank,
savings and loan association or other legal entity assumes such Option or
substitutes another Option therefor in a transaction to which section 425(a) of
the Code is applicable. In the event of a change of the Bank's shares of Stock
into the same number of shares with a different par value or without par value,
the shares resulting from any such change shall be deemed to be the Stock within
the meaning of the Plan. Except as expressly provided in this paragraph 7, the
holder of an Option shall have no rights by reason of any subdivision or
combination of shares of Stock of any class or the payment of any stock dividend
or any other increase or decrease in the number of shares of Stock of any class
or by reason of any dissolution, liquidation, merger or consolidation or
distribution to the Bank's stockholders of assets or stock of another
corporation, and any issue by the Bank of shares of Stock of any class, or
securities convertible into shares of Stock of any class, shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number or
price of shares of Stock subject to the Option. The existence of the Plan and
the Options granted pursuant to the Plan shall not affect in any way the right
or power of the Bank to make or authorize any adjustment, reclassification,
reorganization or other change in its capital or business structure, any merger
or consolidation of the Bank, any issue of debt or equity securities having
preferences or priorities as to the Stock or the rights thereof, the dissolution
of liquidation of the Bank, any sale or transfer of all or any part of its
business or assets, or any other corporate act or proceeding.
8. Termination and Amendment of the Plan. The Plan shall terminate on
-------------------------------------
the date ten years after adoption of the Plan by the Board of Directors, and no
Option shall be granted under the Plan after that date, but Options granted
before termination of the Plan shall remain exercisable thereafter until they
expire or lapse according to their terms. The Plan may be terminated, modified
or amended by the shareholders or the Board of Directors of the Bank; provided,
however, that:
(a) no such termination, modification or amendment without the
consent of the holder of an Option shall adversely affect his rights
under such Option; and
(b) any modification or amendment which would (1) increase the
aggregate number of shares of Stock which may be issued under the Plan
(other than an increase merely reflecting a change in capitalization
such as a stock dividend or stock split), (2) modify the designation of
4
<PAGE>
individuals eligible to receive Options under the Plan, or (3)
materially increase the benefits accruing to holders of Options granted
or to be granted under the Plan, within the meaning of Rule 16b-3 issued
by the Securities and Exchange Commission under the Act, as amended,
shall be effective only if it is approved by the shareholders of the
Bank at the next annual meeting of shareholders after the date of
adoption by the Board of Directors of such modification or amendment.
9. Approval by Shareholders. The Plan shall become effective when
------------------------
adopted by the Board of Directors, but no Option granted under the Plan shall
become exercisable unless and until the Plan shall have been approved by the
Bank's shareholders. If such shareholder approval is not obtained within twelve
months after the date of the Board's adoption of the Plan, any Options
previously granted under the Plan shall terminate and no further Options shall
be granted. Subject to this limitation, options may be granted under the Plan at
any time after the effective date and before the date fixed for termination of
the Plan.
10. Construction. All Incentive Stock Options to be granted hereunder
------------
are intended to comply with section 422A and 425 of the Code, and all provisions
of this Plan and all Incentive Stock Options granted hereunder shall be
construed in such manner as to effectuate that intent.
Adopted by the Board of Directors of
American Federal Savings and Loan
Association of Duval County on
September 15, 1986.
5
<PAGE>
EXHIBIT 4.2
FLORIDABANK, A FEDERAL SAVINGS BANK
STOCK OPTION PLAN - 1993
1. The Purpose of the Plan. This stock option plan (the "Plan") is
-----------------------
intended to provide an opportunity for directors, officers and key employees of
FloridaBank, a Federal Savings Bank ("FloridaBank") and its subsidiaries, as
subsidiaries are defined in section 424 of the Code* (its "subsidiaries"), to
acquire shares of common stock. The Plan provides for the grant of incentive
stock options, as defined in section 422(b) of the Code ("Incentive Stock
Options"), and stock options not qualifying as Incentive Stock Options
("Non-Qualified Stock Options") providing an equity interest in the Bank's
business, as an incentive to service or continued service to FloridaBank and to
aid FloridaBank in obtaining and retaining directors and key personnel of
outstanding ability. As used herein, "Options" refers to Incentive Stock
Options and Non-Qualified Stock Options.
2. Stock Subject to the Plan. The maximum number of shares of the common
-------------------------
stock, $1.00 par value, of FloridaBank (the "Stock") which may be issued under
Incentive Stock Options and Non-Qualified Stock Options granted under the Plan
in the discretion of the Committee, (as referred to below), shall be a total of
125,000 shares of Stock. If an Option expires or terminates for any reason
without being exercised in full, the unpurchased shares subject to such Stock
Option shall again be available for purposes of the Plan.
3. Administration of the Plan. This Plan shall be administered by a
--------------------------
committee of the Board of Directors consisting of not less than three outside
directors (the "Committee"). The Committee shall have full authority in its
discretion to determine the directors, officers or key employees of FloridaBank
and its subsidiaries to whom Options shall be granted and the terms and
provisions of Options, subject to the Plan. In making such determinations, the
Committee may take into account the nature of the services rendered and to be
rendered by the respective directors, officers and key employees, their present
and potential contributions to FloridaBank and any other factors which the
Committee deems relevant. Subject to the provisions of the Plan, the Committee
shall have full and conclusive authority to interpret the Plan; to prescribe,
amend and rescind rules and regulations relating to the Plan; to determine the
terms and provisions of the respective Option agreements (which need not be
identical); and to make all other determinations necessary or advisable for the
proper administration of the Plan.
4. Eligibility and Limits. Options may be granted only to directors,
----------------------
officers and key employees of FloridaBank and its present or future
subsidiaries. No Incentive Stock Option shall be granted to any person who, at
the time such Option is granted, owns (as defined in Sections 422(b)(6) and 424
of the Code) Stock possessing more than 10% of the total combined voting power
of all classes of Stock of FloridaBank and no Incentive Stock Option may be
granted to a director not otherwise employed by FloridaBank or a subsidiary of
FloridaBank. The aggregate fair market value (determined
- ---------------------------
*The "Code" herein refers to the Internal Revenue Code of 1954 as amended.
<PAGE>
as of the time an Incentive Stock Option is granted) of the Stock for which an
officer or employee may be granted Incentive Stock Options in any calendar year,
taking into account Incentive Stock Options granted under this Plan and under
all other plans of FloridaBank, (as defined in section 424 of the Code), shall
not exceed $100,000 plus any unused limit carryover to such year computed in
accordance with section 422(d) of the Code.
5. Incentive Stock Options and Non-Qualified Stock Options. At the time
-------------------------------------------------------
any Option is granted under this Plan, the Committee shall determine whether
said Option is to be an Incentive Stock Option or a Non-Qualified Stock Option,
and the Option shall be clearly identified as to its status as an Incentive
Stock Option or a Non-Qualified Stock Option. The number of shares as to which
Incentive Stock Options and Non-Qualified Stock Options shall be granted shall
be determined by the Committee in its sole discretion, subject to the provisions
of Section 4 above with respect to the aggregate fair market value of the Stock
for which an officer or employee shall be granted Incentive Stock Options in any
calendar year and subject to the provisions of Section 2 above as to the total
number of shares for which both Incentive Stock Options and Non-Qualified Stock
Options may be granted under the Plan. At the time any Incentive Stock Option
granted under this Plan is exercised, the certificates representing the shares
of Stock purchased pursuant to said Option shall be clearly identified as
representing shares purchased upon exercise of an Incentive Stock Option.
6. Terms and Conditions of Options. Subject to the following provisions,
-------------------------------
all Options shall be in such form and upon such terms and conditions as the
Committee in its discretion may from time to time determine.
(a) Option Price. The Option price per share shall not be less than
------------
100% of the fair market value per share of the Stock (as determined in good
faith by the Committee) on the date the Option is granted, which shall be
the date on which the Committee has approved the terms and conditions of a
stock option agreement evidencing the Option and has determined the
recipient of the Option and the number of shares covered by the Option and
has taken all such other action as is necessary to complete the grant of
the Option.
(b) Option Terms. No Option shall be exercisable after the
------------
expiration of ten years from the date the Option is granted unless
otherwise provided for in the terms of such option.
(c) Payment. Payment for all shares purchased pursuant to exercise
-------
of an Option shall be made in cash. Such payment shall be made at the time
that the Option or any part thereof is exercised, and no shares shall be
issued until full payment therefor has been made. The holder of an Option
shall, as such, have none of the rights of a stockholder.
(d) Conditions of Exercise of an Option. Subject to the provisions
-----------------------------------
of subparagraph (g) below, no Option shall be exercisable until the holder
shall have been employed by or served as a director for the Bank or one of
its subsidiaries for at least six months from the date of grant.
(e) Nontransferability of Options. An Option shall not be
-----------------------------
transferable or assignable except by will or by the laws of descent and
distribution and shall be exercisable, during the holder's lifetime, only
by him/her.
2
<PAGE>
(f) Termination of Employment or Death. In the event of termination
----------------------------------
of employment or of a directorship of the holder for any reason other than
death or disability, the holder may not exercise an Option more than three
months after the date of such termination of such employment or such
directorship; provided, however, that no Option shall be exercised
following the date of notice to the holder of termination of his employment
by the Bank or any of its subsidiaries for violation by him of any law or
regulation applicable to FloridaBank or of any written employment contract
between FloridaBank and the holder. Upon any termination of employment of
the holder by reason of disability, within the meaning of Section 22(e)(3)
of the Code, the holder may not exercise an Option later than twelve months
after the date of such termination of employment. If the holder of an
Option dies, such Option may be exercised (to the extent that the holder
shall have been entitled to do so at the date of his death) by a legatee or
legatees of the holder under his last will, or by his personal
representatives or beneficiaries, at any time during the twelve-month
period following his death. Notwithstanding this subparagraph (f), no
Option may be exercised after the date on which such Option was scheduled
to expire. For purposes of this subparagraph (f), employment or a
directorship of a holder shall not be deemed terminated so long as the of
holder is employed by, or a director of, a parent or subsidiary of
FloridaBank or by another corporation (or a parent or subsidiary
corporation of such other corporation) which has assumed responsibility for
the Option of the holder in a transaction to which Section 424(a) of the
Code is applicable.
(g) Limited Right of Exercise. Notwithstanding the provisions of
-------------------------
subparagraph (d) above, but subject to the provisions of subparagraph (b)
above, an Option may be exercised as to the full number of shares covered
by the Option without regard to the date of grant of the Option if: (1) a
tender offer or exchange offer has been made for shares of Stock, other
than one made by FloridaBank provided that the corporation, person or other
entity making such offer purchases or otherwise acquires shares of Stock
amounting to 25% or more of the outstanding stock pursuant to such offer;
or (2) the stockholders of FloridaBank have approved a definitive agreement
(the "Agreement") to merge or consolidate with or into another corporation
pursuant to which FloridaBank will not survive or will survive only as a
subsidiary of another savings bank or savings and loan association, a bank
or other corporation, or to sell or otherwise dispose of all or
substantially all of its assets; or (3) any person or group (as such terms
are defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended (the "Act"), becomes the holder of 25% or more of the outstanding
shares of Stock. If any of the events specified in this subparagraph (g)
have occurred, the Option shall be fully exercisable: (x) in the event of
(1) above, within a 30-day period commencing on the date of expiration of
the tender offer or exchange offer; or (y) in the event of (2) above,
within a 30-day period commencing on the date of approval by the
stockholders of FloridaBank of the Agreement; or (z) in the event of (3)
above, within a 30-day period commencing on the date upon which FloridaBank
is provided a copy of Schedule 13D (filed pursuant to Section 13(d) of the
Act and rules and regulations promulgated thereunder) indicating that any
person or group has become the holder of 25% or more of the outstanding
shares of Stock or, if the Corporation is not subject to Section 13(d) of
the Act, within a 30-day period commencing on the date upon which the
Corporation receives written notice that any person or group has become the
holder of 25% or more of the outstanding shares of Stock.
(h) Prior Outstanding Options. No Incentive Stock Option shall be
-------------------------
exercisable by an optionee until such time as all prior Incentive Stock
Options granted to such optionee have been
3
<PAGE>
exercised in full or have expired by reason of lapse of time, except to the
extent permitted by the provisions of the Internal Revenue Code governing
Incentive Stock Options.
7. Changes in Capitalization; Merger; Liquidation. The number of shares
----------------------------------------------
of Stock as to which Options may be granted, the number of shares covered by
each outstanding Option, and the price per share in each outstanding Option,
shall be proportionately adjusted for any increase or decrease in the number of
issued shares of Stock resulting from a subdivision or combination of shares or
the payment of a stock dividend in shares of Stock to holders of outstanding
shares of Stock or any other increase or decrease in the number of such shares
affected without receipt or consideration by FloridaBank. If FloridaBank shall
be the surviving entity in any merger or consolidation, recapitalization,
reclassification of shares or reorganization, the holder of each outstanding
Option shall be entitled to purchase, at the same times and upon the same terms
and conditions as are then provided in the Option, the number and class of
shares of Stock or other securities to which a holder of the number of shares of
Stock subject to the Option at the time of such transaction would have been
entitled to receive as a result of such transaction.
In the event of any such changes in capitalization of FloridaBank, the
Committee may make such additional adjustments in the number and class of shares
of Stock or other securities with respect to which future Options may be granted
as the Committee in its sole discretion shall deem equitable or appropriate,
subject to the provisions of paragraph 8.
A dissolution or liquidation of FloridaBank or a merger or consolidation in
which FloridaBank is not the surviving corporation or in which FloridaBank
survives only as a subsidiary of another corporation shall cause each
outstanding Option to terminate, except to the extent that another savings bank,
savings and loan association, bank or other legal entity assumes such Option or
substitutes another Option therefor in a transaction to which Section 424(a) of
the Code is applicable.
In the event of a change of FloridaBank's shares of Stock into the same
number of shares with a different par value or without par value, the shares
resulting from any such change shall be deemed to be the Stock within the
meaning of the Plan.
Except as expressly provided in this paragraph 7, the holder of an Option
shall have no rights by reason of any subdivision or combination of shares of
Stock of any class or the payment of any stock dividend or any other increase or
decrease in the number of shares of Stock of any class or by reason of any
dissolution, liquidation, merger or consolidation or distribution to
FloridaBank's stockholders of assets or stock of another corporation, and any
issue by FloridaBank of shares of Stock of any class, or securities convertible
into shares of Stock of any class, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of shares of Stock
subject to the Option.
The existence of the Plan and the Options granted pursuant to the Plan
shall not affect in any way the right or power of FloridaBank to make or
authorize any adjustment, reclassification, reorganization or other change in
its capital or business structure, any merger or consolidation of FloridaBank,
any issue of debt or equity securities having preferences or priorities as to
the Stock or the rights thereof, the dissolution or liquidation of FloridaBank,
any sale or transfer of all or any part of its business or assets, or any other
corporate act or proceeding.
4
<PAGE>
8. Termination and Amendment of the Plan. The Plan shall terminate on
-------------------------------------
the date ten years after adoption of the Plan by the Board of Directors, and no
Option shall be granted under the Plan after that date, but Options granted
before termination of the Plan shall remain exercisable thereafter until they
expire or lapse according to their terms. The Plan may be terminated, modified
or amended by the stockholders or the Board of Directors of FloridaBank;
provided, however, that:
(a) no such termination, modification or amendment without the
consent of the holder of an Option already granted shall adversely affect
his rights under such Option; and
(b) any modification or amendment which would (1) increase the
aggregate number of shares of Stock which may be issued under the Plan
(other than an increase merely reflecting a change in capitalization such
as a stock dividend or stock split), (2) modify the designation of
individuals eligible to receive Options under the Plan, or (3) materially
increase the benefits accruing to holders of Options granted or to be
granted under the Plan, within the meaning of Rule 16b-3 issued by the
Securities and Exchange Commission under the Act, as amended, shall be
effective only if it is approved by the stockholders of FloridaBank at the
next annual meeting or special meeting of stockholders after the date of
adoption by the Board of Directors of such modification or amendment.
9. Approval by Stockholders. The Plan shall become effective when
------------------------
adopted by the Board of Directors, but no Option granted under the Plan shall
become exercisable unless and until the Plan shall have been approved by
FloridaBank's stockholders. If such stockholder approval is not obtained within
twelve months after the date of the Board's adoption of the Plan, any Options
previously granted under the Plan shall terminate and no further Options shall
be granted. Subject to this limitation, options may be granted under the Plan
at any time after the effective date and before the date fixed for termination
of the Plan.
10. Construction. All Incentive Stock Options to be granted hereunder are
------------
intended to comply with Section 422(b) and 424 of the Code, and all provisions
of this Plan and all Incentive Stock Options granted hereunder shall be
construed in such manner as to effectuate that intent.
Adopted by the Board of Directors of
FloridaBank, a Federal Savings Bank on
February 26, 1993
5
<PAGE>
EXHIBIT 5
February 11, 1994
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 76,000 shares (the "Securities") of Common
Stock, par value $1 per share, of the Company, to be issued in accordance with
the assumption by the Company of (i) the Stock Option Plan and (ii) the Stock
Option Plan--1993 (the "Plans") of FloridaBank, a Federal Savings Bank, and up
to 76,000 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"). 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
Securities and the Rights (the "Registration Statement") has
become effective under the Act, and the Securities have been
duly issued as contemplated by the Registration Statement and
the Plans, the Securities 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 Securities have been validly issued as contemplated by
the Registration Statement and the Plans, the Rights
attributable to the Securities will be validly issued.
<PAGE>
AmSouth Bancorporation
February 11, 1994
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,
Carl L. Gorday
Counsel
CLG/mb
<PAGE>
Exhibit 15--Letter Re: Unaudited Interim Financial Information
Board of Directors
AmSouth Bancorporation
We are aware of the incorporation by reference in the Registration Statement
(Form S-8 pertaining to the assumption by AmSouth Bancorporation of the
FloridaBank Stock Option Plan and Stock Option Plan - 1993) of AmSouth
Bancorporation of our reports dated May 11, 1993, August 9, 1993, and November
9, 1993, relating to the unaudited consolidated interim financial statements
of AmSouth Bancorporation which are included in its Forms 10-Q for the
quarters ended March 31, 1993, June 30, 1993, and September 30, 1993.
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
Birmingham, Alabama
February 8, 1994
<PAGE>
Exhibit 23.1--Consent of Ernst & Young
We consent to the incorporation by reference in the Registration Statement
(Form S-8 pertaining to the assumption by AmSouth Bancorporation of the
FloridaBank Stock Option Plan and Stock Option Plan - 1993) of AmSouth
Bancorporation of our report dated February 1, 1993, 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,
1992 and the related financial statement schedules included therein, filed
with the Securities and Exchange Commission.
/s/ ERNST & YOUNG
Birmingham, Alabama
February 8, 1994
<PAGE>
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 Maria B. Campbell, William H. Caughran, Jr., 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 assumption by the Company of the Stock Option
Plan and Stock Option Plan--1993 of FloridaBank, a Federal Savings Bank, 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 or she 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 January, 1994.
WITNESS:
/s/ Andrew W. Loveman /s/ John W. Woods
__________________________ ____________________________________
JOHN W. WOODS
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director of AmSouth
Bancorporation, a Delaware corporation ("Company"), by her execution hereof or
upon an identical counterpart hereof, does hereby constitute and appoint Maria
B. Campbell, William H. Caughran, Jr., 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 assumption by the Company of the Stock Option Plan and Stock
Option Plan--1993 of FloridaBank, a Federal Savings Bank, 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 or she may lawfully do in the premises or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 20th
________
day of January, 1994.
WITNESS:
/s/ Andrew W. Loveman /s/ Mrs. H. Taylor Morrissette
__________________________ ___________________________________
MRS. H. TAYLOR MORRISSETTE
<PAGE>
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 Maria B. Campbell, William H. Caughran, Jr., 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 assumption by the Company of the Stock Option
Plan and Stock Option Plan--1993 of FloridaBank, a Federal Savings Bank, 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 or she 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 January, 1994.
WITNESS:
/s/ Andrew W. Loveman /s/ C. Stanley Bailey
__________________________ ____________________________________
C. STANLEY BAILEY
<PAGE>
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 Maria B. Campbell, William H. Caughran, Jr., 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 assumption by the Company of the Stock Option
Plan and Stock Option Plan--1993 of FloridaBank, a Federal Savings Bank, 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 or she 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 January, 1994.
WITNESS:
/s/ Andrew W. Loveman /s/ C. Dowd Ritter
__________________________ ___________________________________
C. DOWD RITTER
<PAGE>
OFFICER'S
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Officer of AmSouth
Bancorporation, a Delaware corporation ("Company"), by his execution hereof or
upon an identical counterpart hereof, does hereby constitute and appoint Maria
B. Campbell, William H. Caughran, Jr., 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 assumption by the Company of the Stock Option Plan and Stock
Option Plan--1993 of FloridaBank, a Federal Savings Bank, 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 or she 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 January, 1994.
WITNESS:
/s/ Andrew W. Loveman /s/ Ricky W. Thomas
__________________________ __________________________________
RICKY W. THOMAS
<PAGE>
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 Maria
B. Campbell, William H. Caughran, Jr., 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 assumption by the Company of the Stock Option Plan and Stock
Option Plan--1993 of FloridaBank, a Federal Savings Bank, 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 or she 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 January, 1994.
WITNESS:
/s/ Andrew W. Loveman /s/ George W. Barber, Jr.
_________________________ ___________________________________
GEORGE W. BARBER, JR.
<PAGE>
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 Maria
B. Campbell, William H. Caughran, Jr., 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 assumption by the Company of the Stock Option Plan and Stock
Option Plan--1993 of FloridaBank, a Federal Savings Bank, 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 or she 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 January, 1994.
WITNESS:
/s/Andrew W. Loveman /s/ William D. Biggs
__________________________ ___________________________________
WILLIAM D. BIGGS
<PAGE>
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 Maria
B. Campbell, William H. Caughran, Jr., 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 assumption by the Company of the Stock Option Plan and Stock
Option Plan--1993 of FloridaBank, a Federal Savings Bank, 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 or she 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 January, 1994.
WITNESS:
/s/ E. Roberts Leatherbury /s/ Barney B. Burks, Jr.
__________________________ ___________________________________
BARNEY B. BURKS, JR.
<PAGE>
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 Maria
B. Campbell, William H. Caughran, Jr., 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 assumption by the Company of the Stock Option Plan and Stock
Option Plan--1993 of FloridaBank, a Federal Savings Bank, 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 or she 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 January, 1994.
WITNESS:
/s/ Andrew W. Loveman /s/ William J. Cabaniss, Jr.
__________________________ ___________________________________
WILLIAM J. CABANISS, JR.
<PAGE>
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 Maria
B. Campbell, William H. Caughran, Jr., 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 assumption by the Company of the Stock Option Plan and Stock
Option Plan--1993 of FloridaBank, a Federal Savings Bank, 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 or she 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 January, 1994.
WITNESS:
/s/ Andrew W. Loveman /s/ Joseph M. Farley
__________________________ ___________________________________
JOSEPH M. FARLEY
<PAGE>
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 Maria
B. Campbell, William H. Caughran, Jr., 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 assumption by the Company of the Stock Option Plan and Stock
Option Plan--1993 of FloridaBank, a Federal Savings Bank, 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 or she 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 January, 1994.
WITNESS:
/s/ Andrew W. Loveman /s/ M. Miller Gorrie
__________________________ ___________________________________
M. MILLER GORRIE
<PAGE>
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 Maria
B. Campbell, William H. Caughran, Jr., 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 assumption by the Company of the Stock Option Plan and Stock
Option Plan--1993 of FloridaBank, a Federal Savings Bank, 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 or she 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 January, 1994.
WITNESS:
/s/ Andrew W. Loveman /s/ Robert A. Guthans
__________________________ ___________________________________
ROBERT A. GUTHANS
<PAGE>
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 Maria
B. Campbell, William H. Caughran, Jr., 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 assumption by the Company of the Stock Option Plan and Stock
Option Plan--1993 of FloridaBank, a Federal Savings Bank, 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 or she 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 January, 1994.
WITNESS:
/s/ Andrew W. Loveman /s/ Elmer B. Harris
__________________________ ___________________________________
ELMER B. HARRIS
<PAGE>
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 Maria
B. Campbell, William H. Caughran, Jr., 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 assumption by the Company of the Stock Option Plan and Stock
Option Plan--1993 of FloridaBank, a Federal Savings Bank, 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 or she 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 January, 1994.
WITNESS:
/s/ Andrew W. Loveman /s/ Donald E. Hess
__________________________ ___________________________________
DONALD E. HESS
<PAGE>
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 Maria
B. Campbell, William H. Caughran, Jr., 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 assumption by the Company of the Stock Option Plan and Stock
Option Plan--1993 of FloridaBank, a Federal Savings Bank, 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 or she 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 January, 1994.
WITNESS:
/s/ Andrew W. Loveman /s/ Hugh B. Jacks
__________________________ ___________________________________
HUGH B. JACKS
<PAGE>
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 Maria
B. Campbell, William H. Caughran, Jr., 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 assumption by the Company of the Stock Option Plan and Stock
Option Plan--1993 of FloridaBank, a Federal Savings Bank, 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 or she 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 January, 1994.
WITNESS:
/s/ Andrew W. Loveman /s/ Ronald L. Kuehn, Jr.
__________________________ ___________________________________
RONALD L. KUEHN, JR.
<PAGE>
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 Maria
B. Campbell, William H. Caughran, Jr., 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 assumption by the Company of the Stock Option Plan and Stock
Option Plan--1993 of FloridaBank, a Federal Savings Bank, 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 or she 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 January, 1994.
WITNESS:
/s/ Arthur R. Outlaw /s/ E. Roberts Leatherbury
__________________________ ___________________________________
E. ROBERTS LEATHERBURY
<PAGE>
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 Maria
B. Campbell, William H. Caughran, Jr., 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 assumption by the Company of the Stock Option Plan and Stock
Option Plan--1993 of FloridaBank, a Federal Savings Bank, 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 or she 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 January, 1994.
WITNESS:
/s/ Andrew W. Loveman /s/ Claude B. Nielsen
__________________________ ___________________________________
CLAUDE B. NIELSEN
<PAGE>
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 Maria
B. Campbell, William H. Caughran, Jr., 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 assumption by the Company of the Stock Option Plan and Stock
Option Plan--1993 of FloridaBank, a Federal Savings Bank, 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 or she 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 January, 1994.
WITNESS:
/s/ E. Roberts Leatherbury /s/ Arthur R. Outlaw
__________________________ ___________________________________
ARTHUR R. OUTLAW
<PAGE>
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 Maria
B. Campbell, William H. Caughran, Jr., 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 assumption by the Company of the Stock Option Plan and Stock
Option Plan--1993 of FloridaBank, a Federal Savings Bank, 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 or she 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 January, 1994.
WITNESS:
/s/ Andrew W. Loveman /s/ Z. Carter Patten, III
__________________________ ___________________________________
Z. CARTTER PATTEN, III
<PAGE>
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 Maria
B. Campbell, William H. Caughran, Jr., 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 assumption by the Company of the Stock Option Plan and Stock
Option Plan--1993 of FloridaBank, a Federal Savings Bank, 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 or she 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 January, 1994.
WITNESS:
/s/ Andrew W. Loveman /s/ Benjamin F. Payton
__________________________ ___________________________________
BENJAMIN F. PAYTON
<PAGE>
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 Maria
B. Campbell, William H. Caughran, Jr., 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 assumption by the Company of the Stock Option Plan and Stock
Option Plan--1993 of FloridaBank, a Federal Savings Bank, 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 or she 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 January, 1994.
WITNESS:
/s/ Andrew W. Loveman /s/ B. Phil Richardson
__________________________ ___________________________________
B. PHIL RICHARDSON
<PAGE>
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 Maria
B. Campbell, William H. Caughran, Jr., 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 assumption by the Company of the Stock Option Plan and Stock
Option Plan--1993 of FloridaBank, a Federal Savings Bank, 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 or she 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 January, 1994.
WITNESS:
/s/ Andrew W. Loveman /s/ William J. Rushton, III
__________________________ ___________________________________
WILLIAM J. RUSHTON, III
<PAGE>
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 Maria
B. Campbell, William H. Caughran, Jr., 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 assumption by the Company of the Stock Option Plan and Stock
Option Plan--1993 of FloridaBank, a Federal Savings Bank, 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 or she 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 January, 1994.
WITNESS:
/s/ Andrew W. Loveman /s/ Herbert A. Sklenar
__________________________ ___________________________________
HERBERT A. SKLENAR
<PAGE>
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 Maria
B. Campbell, William H. Caughran, Jr., 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 assumption by the Company of the Stock Option Plan and Stock
Option Plan--1993 of FloridaBank, a Federal Savings Bank, 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 or she 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 January, 1994.
WITNESS:
/s/ Andrew W. Loveman /s/ W.A. Williamson, Jr.
__________________________ ___________________________________
W.A. WILLIAMSON, JR.
<PAGE>
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 Maria
B. Campbell, William H. Caughran, Jr., 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 assumption by the Company of the Stock Option Plan and Stock
Option Plan--1993 of FloridaBank, a Federal Savings Bank, 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 or she 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 January, 1994.
WITNESS:
/s/ Andrew W. Loveman /s/ Spencer H. Wright
__________________________ ___________________________________
SPENCER H. WRIGHT
<PAGE>
OFFICER'S
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Officer of AmSouth
Bancorporation, a Delaware corporation ("Company"), by his execution hereof or
upon an identical counterpart hereof, does hereby constitute and appoint Maria
B. Campbell, William H. Caughran, Jr., 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 assumption by the Company of the Stock Option Plan and Stock
Option Plan--1993 of FloridaBank, a Federal Savings Bank, 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 or she 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 January, 1994.
WITNESS:
/s/ Andrew W. Loveman /s/ M. List Underwood, Jr.
__________________________ ____________________________________
M. LIST UNDERWOOD, JR.
