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