<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 1, 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 (I.R.S. employer
incorporation or organization) industrial identification
classification code number)
number)
1400 AMSOUTH-SONAT TOWER
BIRMINGHAM, ALABAMA 35203
(205) 320-7151
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
AMSOUTH BANCORPORATION
1989 LONG TERM INCENTIVE COMPENSATION PLAN
(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
_________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
PROPOSED PROPOSED
TITLE OF EACH CLASS OF MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED (1) PER UNIT(1) OFFERING PRICE(1) FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value (and associated
Preferred Stock Purchase Rights).
1,500,000 $30.6875 $46,031,250 $15,873
shares
===================================================================================================================================
</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 January 25, 1994.
<PAGE>
Pursuant to General Instruction E. of Form S-8, the contents of AmSouth
Bancorporation's Registration Statement on Form S-8 (33-35218) are hereby
incorporated herein by reference. In addition, the following information is
included herein:
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
- ------ ---------------------------------------
The following documents filed by AmSouth Bancorporation (the "Registrant")
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934 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.
<PAGE>
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
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:
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Birmingham, State of
Alabama, as of the 31st day of January, 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 January 31, 1994.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the January 31, 1994
- ----------------------------------------- Board, Chief
(John W. Woods) Executive Officer,
President and a
Director (Principal Executive
Officer)
* Executive Vice January 31, 1994
- ----------------------------------------- President and
(M. List Underwood, Jr.) Chief Financial
Officer (Principal
Financial Officer)
* Senior Vice President, January 31, 1994
- ----------------------------------------- Controller and Chief
(Ricky W. Thomas) Accounting Officer
(Principal Accounting
Officer)
* A Director and an January 31, 1994
- ----------------------------------------- Officer
(C. Stanley Bailey)
* A Director January 31, 1994
- -----------------------------------------
(George W. Barber, Jr.)
* A Director January 31, 1994
- -----------------------------------------
(William D. Biggs)
* A Director January 31, 1994
- -----------------------------------------
(Barney B. Burks, Jr.)
* A Director January 31, 1994
- -----------------------------------------
(William J. Cabaniss, Jr.)
* A Director January 31, 1994
- -----------------------------------------
(Joseph M. Farley)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* A Director January 31, 1994
- -------------------------------
(M. Miller Gorrie)
* A Director January 31, 1994
- -------------------------------
(Robert A. Guthans)
* A Director January 31, 1994
- -------------------------------
(Elmer B. Harris)
* A Director January 31, 1994
- -------------------------------
(James I. Harrison, Jr.)
* A Director January 31, 1994
- -------------------------------
(Donald E. Hess)
* A Director January 31, 1994
- -------------------------------
(Hugh B. Jacks)
* A Director January 31, 1994
- -------------------------------
(Ronald L. Kuehn, Jr.)
* A Director January 31, 1994
- -------------------------------
(E. Roberts Leatherbury)
* A Director January 31, 1994
- -------------------------------
(Mrs. H. Taylor Morrissette)
* A Director January 31, 1994
- -------------------------------
(Claude B. Nielsen)
* A Director January 31, 1994
- -------------------------------
(Arthur R. Outlaw)
* A Director January 31, 1994
- -------------------------------
(Z. Cartter Patten, III)
* A Director January 31, 1994
- -------------------------------
(Benjamin F. Payton)
* A Director January 31, 1994
- -------------------------------
(B. Phil Richardson)
* A Director and an Officer January 31, 1994
- -------------------------------
(C. Dowd Ritter)
* A Director January 31, 1994
- -------------------------------
(William J. Rushton, III)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* A Director January 31, 1994
- -------------------------------
(Herbert A. Sklenar)
* A Director January 31, 1994
- -------------------------------
(W. A. Williamson, Jr.)
* A Director January 31, 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>
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>
[LETTERHEAD OF AMSOUTH BANCORPORATION APPEARS HERE]
EXHIBIT 5
January 31, 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 1,500,000 shares (the "Securities")
of Common Stock, par value $1 per share, of the Company, to be issued in
accordance with the Company's 1989 Long Term Incentive Compensation Plan (the
"Plan") and up to 1,500,000 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 Plan, 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 Plan, the Rights attributable to
the Securities will be validly issued.
<PAGE>
AmSouth Bancorporation
January 31, 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,
/s/ Carl L. Gorday
Carl L. Gorday
Counsel
CLG/mb
<PAGE>
Exhibit 15--Letter Re: Unaudited Intermin 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 1989 Long Term Incentive Compensation Plan of
AmSouth Bancorporation for the registration of 1,500,000 shares of its common
stock 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
January 28, 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 1989 Long Term Incentive Compensation Plan 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
January 28, 1994
<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 registration of additional securities to be offered
pursuant to the AmSouth Bancorporation 1989 Long Term Incentive
Compensation Plan, the AmSouth Bancorporation Employee Stock Purchase
Plan and the AmSouth Bancorporation Thrift Plan, and, further, to
execute and sign any and all pre-effective and post-effective
amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such
documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he 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
16th day of December, 1993.
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 registration of additional securities to be offered
pursuant to the AmSouth Bancorporation 1989 Long Term Incentive
Compensation Plan, the AmSouth Bancorporation Employee Stock Purchase
Plan and the AmSouth Bancorporation Thrift Plan, and, further, to
execute and sign any and all pre-effective and post-effective
amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such
documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he 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
16th day of December, 1993.
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 registration of additional securities to be offered
pursuant to the AmSouth Bancorporation 1989 Long Term Incentive
Compensation Plan, the AmSouth Bancorporation Employee Stock Purchase
Plan and the AmSouth Bancorporation Thrift Plan, and, further, to
execute and sign any and all pre-effective and post-effective
amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such
documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he 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
16th day of December, 1993.
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 registration of additional securities to be offered
pursuant to the AmSouth Bancorporation 1989 Long Term Incentive
Compensation Plan, the AmSouth Bancorporation Employee Stock Purchase
Plan and the AmSouth Bancorporation Thrift Plan, and, further, to
execute and sign any and all pre-effective and post-effective
amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such
documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he 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
16th day of December, 1993.
WITNESS:
/s/ ANDREW W. LOVEMAN /s/ M. LIST UNDERWOOD, JR.
- --------------------------- -----------------------------------
M. LIST UNDERWOOD, 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 registration of additional securities to be offered
pursuant to the AmSouth Bancorporation 1989 Long Term Incentive
Compensation Plan, the AmSouth Bancorporation Employee Stock Purchase
Plan and the AmSouth Bancorporation Thrift Plan, and, further, to
execute and sign any and all pre-effective and post-effective
amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such
documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he 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
16th day of December, 1993.
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 registration of additional securities to be offered
pursuant to the AmSouth Bancorporation 1989 Long Term Incentive
Compensation Plan, the AmSouth Bancorporation Employee Stock Purchase
Plan and the AmSouth Bancorporation Thrift Plan, and, further, to
execute and sign any and all pre-effective and post-effective
amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such
documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he 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
16th day of December, 1993.
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 registration of additional securities to be offered
pursuant to the AmSouth Bancorporation 1989 Long Term Incentive
Compensation Plan, the AmSouth Bancorporation Employee Stock Purchase
Plan and the AmSouth Bancorporation Thrift Plan, and, further, to
execute and sign any and all pre-effective and post-effective
amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such
documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he 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
16th day of December, 1993.
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 registration of additional securities to be offered
pursuant to the AmSouth Bancorporation 1989 Long Term Incentive
Compensation Plan, the AmSouth Bancorporation Employee Stock Purchase
Plan and the AmSouth Bancorporation Thrift Plan, and, further, to
execute and sign any and all pre-effective and post-effective
amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such
documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he 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
16th day of December, 1993.
WITNESS:
/s/ ARTHUR R. OUTLAW /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 registration of additional securities to be offered
pursuant to the AmSouth Bancorporation 1989 Long Term Incentive
Compensation Plan, the AmSouth Bancorporation Employee Stock Purchase
Plan and the AmSouth Bancorporation Thrift Plan, and, further, to
execute and sign any and all pre-effective and post-effective
amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such
documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he 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
16th day of December, 1993.
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 registration of additional securities to be offered
pursuant to the AmSouth Bancorporation 1989 Long Term Incentive
Compensation Plan, the AmSouth Bancorporation Employee Stock Purchase
Plan and the AmSouth Bancorporation Thrift Plan, and, further, to
execute and sign any and all pre-effective and post-effective
amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such
documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he 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
16th day of December, 1993.
WITNESS:
/s/ ANDREW W. LOVEMAN /s/ JAMES I. HARRISON, JR.
- -------------------------- --------------------------------
JAMES I. HARRISON, 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 registration of additional securities to be offered
pursuant to the AmSouth Bancorporation 1989 Long Term Incentive
Compensation Plan, the AmSouth Bancorporation Employee Stock Purchase
Plan and the AmSouth Bancorporation Thrift Plan, and, further, to
execute and sign any and all pre-effective and post-effective
amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such
documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he 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
16th day of December, 1993.
WITNESS:
/s/ ARTHUR R. OUTLAW /s/ DONALD E. HESS
- ---------------------------- ---------------------------------
DONALD E. HESS
<PAGE>
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 registration of additional securities to be offered
pursuant to the AmSouth Bancorporation 1989 Long Term Incentive
Compensation Plan, the AmSouth Bancorporation Employee Stock Purchase
Plan and the AmSouth Bancorporation Thrift Plan, and, further, to
execute and sign any and all pre-effective and post-effective
amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such
documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he 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
16th day of December, 1993.
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 registration of additional securities to be offered
pursuant to the AmSouth Bancorporation 1989 Long Term Incentive
Compensation Plan, the AmSouth Bancorporation Employee Stock Purchase
Plan and the AmSouth Bancorporation Thrift Plan, and, further, to
execute and sign any and all pre-effective and post-effective
amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such
documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he 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
16th day of December, 1993.
WITNESS:
/s/ ANDREW W. LOVEMAN /s/ RONALD L. KUEHN, JR.
- --------------------------- ----------------------------------
RONALD L. KUEHN, JR.
<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 registration of additional securities to
be offered pursuant to the AmSouth Bancorporation 1989 Long Term
Incentive Compensation Plan, the AmSouth Bancorporation Employee Stock
Purchase Plan and the AmSouth Bancorporation Thrift Plan, and, further,
to execute and sign any and all pre-effective and post-effective
amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such
documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he 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
16th day of December, 1993.
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 registration of additional securities to be offered
pursuant to the AmSouth Bancorporation 1989 Long Term Incentive
Compensation Plan, the AmSouth Bancorporation Employee Stock Purchase
Plan and the AmSouth Bancorporation Thrift Plan, and, further, to
execute and sign any and all pre-effective and post-effective
amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such
documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he 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
16th day of December, 1993.
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 registration of additional securities to
be offered pursuant to the AmSouth Bancorporation 1989 Long Term
Incentive Compensation Plan, the AmSouth Bancorporation Employee Stock
Purchase Plan and the AmSouth Bancorporation Thrift Plan, and, further,
to execute and sign any and all pre-effective and post-effective
amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such
documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he 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
16th day of December, 1993.
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 registration of additional securities to
be offered pursuant to the AmSouth Bancorporation 1989 Long Term
Incentive Compensation Plan, the AmSouth Bancorporation Employee Stock
Purchase Plan and the AmSouth Bancorporation Thrift Plan, and, further,
to execute and sign any and all pre-effective and post-effective
amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such
documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he 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
16th day of December, 1993.
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 registration of additional securities to be offered pursuant
to the AmSouth Bancorporation 1989 Long Term Incentive Compensation
Plan, the AmSouth Bancorporation Employee Stock Purchase Plan and the
AmSouth Bancorporation Thrift Plan, and, further, to execute and sign
any and all pre-effective and post-effective amendments to such
Registration Statement and any and all other documents in connection
therewith, and to cause any and all such documents to be filed with the
Securities and Exchange Commission and any state securities
commissions, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person,
hereby ratifying and confirming all the acts of said attorney-in-fact
and agent which he 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
16th day of December, 1993.
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 registration of additional securities to be offered
pursuant to the AmSouth Bancorporation 1989 Long Term Incentive
Compensation Plan, the AmSouth Bancorporation Employee Stock Purchase
Plan and the AmSouth Bancorporation Thrift Plan, and, further, to
execute and sign any and all pre-effective and post-effective
amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such
documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he 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
16th day of December, 1993.
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 registration of additional securities to be offered
pursuant to the AmSouth Bancorporation 1989 Long Term Incentive
Compensation Plan, the AmSouth Bancorporation Employee Stock Purchase
Plan and the AmSouth Bancorporation Thrift Plan, and, further, to
execute and sign any and all pre-effective and post-effective
amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such
documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he 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
16th day of December, 1993.
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 registration of additional securities to be offered
pursuant to the AmSouth Bancorporation 1989 Long Term Incentive
Compensation Plan, the AmSouth Bancorporation Employee Stock Purchase
Plan and the AmSouth Bancorporation Thrift Plan, and, further, to
execute and sign any and all pre-effective and post-effective
amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such
documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he 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
16th day of December, 1993.
WITNESS:
/s/ SPENCER H. WRIGHT /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 registration of additional securities to be offered
pursuant to the AmSouth Bancorporation 1989 Long Term Incentive
Compensation Plan, the AmSouth Bancorporation Employee Stock Purchase
Plan and the AmSouth Bancorporation Thrift Plan, and, further, to
execute and sign any and all pre-effective and post-effective
amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such
documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he 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
16th day of December, 1993.
WITNESS:
/s/ BARNEY B. BURKS, JR. /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 registration of additional securities to be offered
pursuant to the AmSouth Bancorporation 1989 Long Term Incentive
Compensation Plan, the AmSouth Bancorporation Employee Stock Purchase
Plan and the AmSouth Bancorporation Thrift Plan, and, further, to
execute and sign any and all pre-effective and post-effective
amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such
documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he 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
16th day of December, 1993.
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 registration of additional securities to be offered
pursuant to the AmSouth Bancorporation 1989 Long Term Incentive
Compensation Plan, the AmSouth Bancorporation Employee Stock Purchase
Plan and the AmSouth Bancorporation Thrift Plan, and, further, to
execute and sign any and all pre-effective and post-effective
amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such
documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he 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
16th day of December, 1993.
WITNESS:
/s/ ROBERT A. GUTHANS /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 registration of additional securities to be offered
pursuant to the AmSouth Bancorporation 1989 Long Term Incentive
Compensation Plan, the AmSouth Bancorporation Employee Stock Purchase
Plan and the AmSouth Bancorporation Thrift Plan, and, further, to
execute and sign any and all pre-effective and post-effective
amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such
documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he 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
16th day of December, 1993.
WITNESS:
/s/ ANDREW W. LOVEMAN /s/ Z. CARTTER 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 registration of additional securities to be offered
pursuant to the AmSouth Bancorporation 1989 Long Term Incentive
Compensation Plan, the AmSouth Bancorporation Employee Stock Purchase
Plan and the AmSouth Bancorporation Thrift Plan, and, further, to
execute and sign any and all pre-effective and post-effective
amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such
documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he 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
16th day of December, 1993.
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 registration of additional securities to be offered
pursuant to the AmSouth Bancorporation 1989 Long Term Incentive
Compensation Plan, the AmSouth Bancorporation Employee Stock Purchase
Plan and the AmSouth Bancorporation Thrift Plan, and, further, to
execute and sign any and all pre-effective and post-effective
amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such
documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he 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
16th day of December, 1993.
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 registration of additional securities to be offered
pursuant to the AmSouth Bancorporation 1989 Long Term Incentive
Compensation Plan, the AmSouth Bancorporation Employee Stock Purchase
Plan and the AmSouth Bancorporation Thrift Plan, and, further, to
execute and sign any and all pre-effective and post-effective
amendments to such Registration Statement and any and all other
documents in connection therewith, and to cause any and all such
documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might
or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he 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
16th day of December, 1993.
WITNESS:
/s/ SPENCER H. WRIGHT /s/ WILLIAM J. RUSHTON, III
- --------------------------- ----------------------------------
WILLIAM J. RUSHTON, III
