<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 June 10, 1996
Registration No. 33___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
AMSOUTH BANCORPORATION
(Exact name of registrant as specified in its charter)
Delaware 6711 63-0591257
(State or other (Primary standard (I.R.S.
jurisdiction of industrial employer
Incorporation or Classification identification
organization) code number) number)
AmSouth-Sonat Tower
1900 Fifth Avenue, North
Birmingham, Alabama 35203
(205) 320-7151
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
AmSouth Bancorporation
1996 Long Term Incentive Compensation Plan
(Full title of the Plan)
----------------
STEPHEN A. YODER
Executive Vice President and
General Counsel
AmSouth Bancorporation
1901 Sixth Avenue North, Suite 920
AmSouth/Harbert Plaza
Birmingham, Alabama 35203
(205) 326-5319
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of Registration
Securities to be registered Registered Offering Price Per Unit(1) Aggregate Offering Price (1) Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par
Value (and associated
Preferred Stock Purchase 2,750,000 $38.1875 per share $105,015,625 $36,213
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
June 3, 1996, as reported by The Wall Street Journal.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference
- ------ ---------------------------------------
The following documents filed by AmSouth Bancorporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are
incorporated into this Registration Statement by reference:
1. The Registrant's Annual Report on Form 10-K, for the year ended
December 31, 1995.
2. AmSouth's Quarterly Report on Form 10-Q for the quarterly period
ended March 31,1996.
3. The description of the Registrant's Common Stock set forth in the
Registration Statement on Form 10 filed pursuant to Section 12 of the Exchange
Act and any amendment to that description so filed with the Commission.
4. The description of the rights to purchase Series A Preferred
Stock issued pursuant to the Rights Agreement (as herein defined) set forth in
the Registration Statement on Form 8-A filed pursuant to Section 12 of the
Exchange Act and any amendment to that description so filed with the Commission.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of the post-effective amendment to this
Registration Statement which indicates that all securities offered hereby have
been sold, or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing such documents. Any statement contained
in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated by reference herein) modified or supersedes such statement. Any
statement so modified and superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.
Item 4. Description of Securities
- ------ -------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel
- ------ --------------------------------------
An opinion as to the legality of the securities being registered is
being provided by Stephen A. Yoder, General Counsel of the Registrant. Mr.
Yoder has interests in the Registrant's Common Stock in an amount that is less
than one-tenth of one percent of the outstanding shares of the Registrant's
Common Stock.
Item 6. Indemnification of Directors and Officers
- ------ -----------------------------------------
Section 145 of the Delaware General Corporation Law contains detailed
provisions for indemnification of directors and officers of Delaware
corporations against expenses, judgement, fines and settlements in connection
with litigation.
The Registrant's Restated Certificate of Incorporation, as amended,
and its Directors' and Officers' Liability Insurance Policy provide for
indemnification and exculpation of the directors and officers of the Registrant
under certain circumstances.
II-1
<PAGE>
Insofar as indemnification of liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
- ------ -----------------------------------
Not Applicable.
Item 8. Exhibits.
- ------ --------
The following exhibits are filed as part of this Registration
Statement:
4.1 Stockholder Protection Rights Agreement dated as of June 15,
1989 ("Rights Agreement") between AmSouth Bancorporation and
AmSouth Bank, National Association as Rights Agent, including as
Exhibit A the forms of Rights Certificate and of Election to
Exercise and as Exhibit B the form of Certificate of Designation
and Terms of Series A Preferred Stock (incorporated by reference
to the Registrant's Quarterly Report on form 10-Q for the
quarter ended June 30, 1989, Exhibit 4-a, filed with the
Commission in Washington, D.C., SEC File No. 1-7476, former File
No. 0-6907)
4.2 Certificate of Designation and Terms of Series A Preferred Stock
of AmSouth Bancorporation (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1989, Exhibit 4-c, filed with the Commission in
Washington, D.C., SEC File No. 1-7476, former File No. 0-6907)
5 Opinion of Stephen A. Yoder, General Counsel of Registrant
15 Letter re Unaudited Interim Financial Information
23.1 Consent of Ernst & Young LLP
23.2 Consent of Stephen A. Yoder (included in Exhibit 5)
24 Powers of Attorney
II-2
<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 7th day of June, 1996.
AMSOUTH BANCORPORATION
By: *
-------------------------
(C. Dowd Ritter)
(President,
Chief Executive Officer
and a Director)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of June 7, 1996.
Signature Title Date
--------- ----- ----
* President, Chief Executive June 7, 1996
- -------------------------- Officer and a Director (Principal
(C. Dowd Ritter) Executive Officer)
/s/ Kristen M. Hudak Senior Executive Vice President June 7, 1996
- -------------------------- and Chief Financial Officer
(Kristen M. Hudak) (Principal Financial Officer)
/s/ Dennis J. Dill Executive Vice President and June 7, 1996
- -------------------------- Chief Accounting Officer
(Dennis J. Dill) (Principal Accounting Officer)
*
- -------------------------- A Director June 7, 1996
(J. Harold Chandler)
*
- -------------------------- A Director June 7, 1996
(Rodney C. Gilbert)
*
- -------------------------- A Director June 7, 1996
(Elmer B. Harris)
*
- -------------------------- A Director June 7, 1996
(Donald E. Hess)
II-3
<PAGE>
*
- ---------------------------- A Director June 7, 1996
(Ronald L. Kuehn, Jr.)
*
- ---------------------------- A Director June 7, 1996
(James R. Malone)
*
- ---------------------------- A Director June 7, 1996
(Clande B. Nielsen)
*
- ---------------------------- A Director June 7, 1996
(Benjamin F. Payton, Ph.D.)
*
- ---------------------------- A Director June 7, 1996
(Herbert A. Sklenar)
*
- ---------------------------- Chairman of the Board June 7, 1996
(John W. Woods) and a Director
* Carl L. Gorday, by signing his name hereto, does sign this document on behalf
of each of the persons indicated above pursuant to powers of attorney duly
executed by such persons and filed with the Securities and Exchange Commission.
By: /s/ Carl L. Gorday
----------------------------
(Carl L. Gorday)
Attorney-in-Fact
II-4
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
---------- -------
5 Opinion of Stephen A. Yoder
15 Letter re Unaudited Interim Financial
Information
23.1 Consent of Ernst & Young LLP
24 Powers of Attorney
II-5
<PAGE>
AmSouth Bancorporation Office of General Counsel
Post Office Box 11007
Birmingham, Alabama 35288
(205) 326-4977
[LOGO OF AMSOUTH APPEARS HERE]
EXHIBIT 5
June 7, 1996
AmSouth Bancorporation
1400 AmSouth-Sonat Tower
1900 Fifth Avenue, North
Birmingham, Alabama 35203
Dear Sirs:
I am General Counsel to AmSouth Bancorporation, a Delaware corporation
(the "Company"), in connection with the registration on Form S-8 under the
Securities Act of 1933 (the "Act") of up to 2,750,000 shares (the "Shares") of
Common Stock, par value $1.00 per share, of the Company, to be issued in
accordance with the terms of the Company's 1996 Long Term Incentive Compensation
Plan (the "Plan"), and 2,750,000 related preferred stock purchase rights (the
"Rights") to be issued pursuant to the Stockholder Protection Rights Agreement
dated as of June 15, 1989, (the "Rights Agreement"), between the Company and
AmSouth Bank of Alabama (formerly AmSouth Bank, National Association), as Rights
Agent (the "Rights Agent"). I, or attorneys under my supervision, have examined
such corporate and other records of the Company and certificates of public
officials and officers of the Company as I have deemed necessary or appropriate
to provide a basis for the opinions set forth below. I have relied as to certain
matters on information obtained from public officials, officers of the Company
and other sources believed by me to be responsible. I have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
me as original documents and the conformity with the original documents of all
documents submitted to me as certified or photostatic copies, including
facsimile copies. Upon the basis of such examination, I advise you that, in my
opinion:
(1) When the Registration Statement on Form S-8 relating to the Shares and
the Rights (the "Registration Statement") has become effective under
the Act, and the Shares have been duly issued as contemplated by the
Registration Statement and the Plan, the Shares will be validly
issued, fully paid and nonassessable.
<PAGE>
(2) Assuming that the Rights Agreement has been duly authorized, executed
and delivered by the Rights Agent, then when the Registration
Statement has become effective under the Act and the Shares have been
validly issued as contemplated by the Registration Statement and the
Plan, the Rights attributable to the Shares will be validly issued.
In connection with my opinion forth in paragraph (2) above, I note that the
question whether the Board of Directors of the Company might be required to
redeem the Rights at some future time will depend upon the facts and
circumstances existing at that time and, accordingly, is beyond the scope of
such opinion.
The foregoing opinion is limited to the Federal laws of the United States
and the General Corporation Law of the State of Delaware, and I am expressing no
opinion as to the effect of the laws of any other jurisdiction.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not hereby admit that I am
in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Stephen A. Yoder
Stephen A. Yoder
General Counsel
<PAGE>
Exhibit 15
[LETTERHEAD OF ERNST & YOUNG LLP APPEARS HERE]
Board of Directors
AmSouth Bancorporation
Re: Unaudited Interim Financial Information
We are aware of the incorporation by reference in the Registration Statement
(Form S-8) of AmSouth Bancorporation for the registration of 2,750,000 shares of
its common stock of our report dated May 9, 1996 relating to the unaudited
consolidated interim financial statements of AmSouth Bancorporation which are
included in its Form 10-Q for the quarter ended March 31, 1996.
Pursuant to Rule 436(c) of the Securities Act of 1933 our reports are not a part
of the registration statement prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1933.
/s/ Ernst & Young LLP
------------------------
Ernst & Young LLP
Birmingham, Alabama
June 6, 1996
<PAGE>
Exhibit 23.1
[LETTERHEAD OF ERNST & YOUNG LLP APPEARS HERE]
Re: Consent of Ernst & Young LLP
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1996 Long Term Incentive Compensation Plan of AmSouth
Bancorporation of our report dated January 31, 1996, with respect to the
consolidated financial statements of AmSouth Bancorporation included in its
Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
------------------------
Ernst & Young LLP
Birmingham, Alabama
June 6, 1996
<PAGE>
EXHIBIT 24
DIRECTOR'S AND OFFICER'S
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and
Officer of AmSouth Bancorporation, a Delaware corporation ("Company"), by his
execution hereof or upon an identical counterpart hereof, does hereby constitute
and appoint Stephen A. Yoder, Carl L. Gorday or William H. Caughran, Jr. and any
of them, his true and lawful attorney-in-fact and agent, for him and in his
name, place and stead, to execute and sign the Registration Statement on Form
S-8 to be filed by the Company with respect to its securities with the
Securities and Exchange Commission, pursuant to the provisions of the Securities
Act of 1933 in connection with the registration of securities to be offered
pursuant to the AmSouth Bancorporation 1996 Long Term Incentive Compensation
Plan, and, further, to execute and sign any and all pre-effective and post-
effective amendments to such Registration Statement and any and all other
documents in connection therewith,and to cause any and all such documents to be
filed with the Securities and Exchange Commission and any state securities
commissions, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
the undersigned might or could do in person, hereby ratifying and confirming all
the acts of said attorney-in-fact and agent which he may lawfully do in the
premises or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 20th day of May, 1996.
/s/ C. Dowd Ritter
----------------------------------
C. DOWD RITTER
<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 Stephen A. Yoder, Carl L. Gorday or William H. Caughran, Jr. and any
of them, his true and lawful attorney-in-fact and agent, for him and in his
name, place and stead, to execute and sign the Registration Statement on Form
S-8 to be filed by the Company with respect to its securities with the
Securities and Exchange Commission, pursuant to the provisions of the Securities
Act of 1933 in connection with the registration of securities to be offered
pursuant to the AmSouth Bancorporation 1996 Long Term Incentive Compensation
Plan, and, further, to execute and sign any and all pre-effective and post-
effective amendments to such Registration Statement and any and all other
documents in connection therewith,and to cause any and all such documents to be
filed with the Securities and Exchange Commission and any state securities
commissions, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
the undersigned might or could do in person, hereby ratifying and confirming all
the acts of said attorney-in-fact and agent which he may lawfully do in the
premises or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 22nd day of May, 1996.
/s/ John W. Woods
----------------------------------
JOHN W. WOODS
<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 Stephen
A. Yoder, Carl L. Gorday or William H. Caughran, Jr. and any of them, his true
and lawful attorney-in-fact and agent, for him and in his name, place and stead,
to execute and sign the Registration Statement on Form S-8 to be filed by the
Company with respect to its securities with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933 in
connection with the registration of securities to be offered pursuant to the
AmSouth Bancorporation 1996 Long Term Incentive Compensation Plan, and, further,
to execute and sign any and all pre-effective and post-effective amendments to
such Registration Statement and any and all other documents in connection
therewith,and to cause any and all such documents to be filed with the
Securities and Exchange Commission and any state securities commissions,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he may lawfully do in the premises or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 20th day of May, 1996.
/s/ J. Harold Chandler
----------------------------------
J. HAROLD CHANDLER
<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 Stephen
A. Yoder, Carl L. Gorday or William H. Caughran, Jr. and any of them, his true
and lawful attorney-in-fact and agent, for him and in his name, place and stead,
to execute and sign the Registration Statement on Form S-8 to be filed by the
Company with respect to its securities with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933 in
connection with the registration of securities to be offered pursuant to the
AmSouth Bancorporation 1996 Long Term Incentive Compensation Plan, and, further,
to execute and sign any and all pre-effective and post-effective amendments to
such Registration Statement and any and all other documents in connection
therewith,and to cause any and all such documents to be filed with the
Securities and Exchange Commission and any state securities commissions,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he may lawfully do in the premises or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 20th day of May, 1996.
/s/ Rodney C. Gilbert
----------------------------------
RODNEY C. GILBERT
<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 Stephen
A. Yoder, Carl L. Gorday or William H. Caughran, Jr. and any of them, his true
and lawful attorney-in-fact and agent, for him and in his name, place and stead,
to execute and sign the Registration Statement on Form S-8 to be filed by the
Company with respect to its securities with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933 in
connection with the registration of securities to be offered pursuant to the
AmSouth Bancorporation 1996 Long Term Incentive Compensation Plan, and, further,
to execute and sign any and all pre-effective and post-effective amendments to
such Registration Statement and any and all other documents in connection
therewith,and to cause any and all such documents to be filed with the
Securities and Exchange Commission and any state securities commissions,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he may lawfully do in the premises or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 21st day of May, 1996.
/s/ Elmer B. Harris
----------------------------------
ELMER B. HARRIS
<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 Stephen
A. Yoder, Carl L. Gorday or William H. Caughran, Jr. and any of them, his true
and lawful attorney-in-fact and agent, for him and in his name, place and stead,
to execute and sign the Registration Statement on Form S-8 to be filed by the
Company with respect to its securities with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933 in
connection with the registration of securities to be offered pursuant to the
AmSouth Bancorporation 1996 Long Term Incentive Compensation Plan, and, further,
to execute and sign any and all pre-effective and post-effective amendments to
such Registration Statement and any and all other documents in connection
therewith,and to cause any and all such documents to be filed with the
Securities and Exchange Commission and any state securities commissions,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he may lawfully do in the premises or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 17th day of May, 1996.
/s/ Donald E. Hess
----------------------------------
DONALD E. HESS
<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 Stephen
A. Yoder, Carl L. Gorday or William H. Caughran, Jr. and any of them, his true
and lawful attorney-in-fact and agent, for him and in his name, place and stead,
to execute and sign the Registration Statement on Form S-8 to be filed by the
Company with respect to its securities with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933 in
connection with the registration of securities to be offered pursuant to the
AmSouth Bancorporation 1996 Long Term Incentive Compensation Plan, and, further,
to execute and sign any and all pre-effective and post-effective amendments to
such Registration Statement and any and all other documents in connection
therewith,and to cause any and all such documents to be filed with the
Securities and Exchange Commission and any state securities commissions,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he may lawfully do in the premises or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 20th day of May, 1996.
/s/ Ronald L. Kuehn, Jr.
----------------------------------
RONALD L. KUEHN, JR.
<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 Stephen
A. Yoder, Carl L. Gorday or William H. Caughran, Jr. and any of them, his true
and lawful attorney-in-fact and agent, for him and in his name, place and stead,
to execute and sign the Registration Statement on Form S-8 to be filed by the
Company with respect to its securities with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933 in
connection with the registration of securities to be offered pursuant to the
AmSouth Bancorporation 1996 Long Term Incentive Compensation Plan, and, further,
to execute and sign any and all pre-effective and post-effective amendments to
such Registration Statement and any and all other documents in connection
therewith,and to cause any and all such documents to be filed with the
Securities and Exchange Commission and any state securities commissions,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he may lawfully do in the premises or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 20th day of May, 1996.
/s/ James R. Malone
----------------------------------
JAMES R. MALONE
<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 Stephen
A. Yoder, Carl L. Gorday or William H. Caughran, Jr. and any of them, his true
and lawful attorney-in-fact and agent, for him and in his name, place and stead,
to execute and sign the Registration Statement on Form S-8 to be filed by the
Company with respect to its securities with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933 in
connection with the registration of securities to be offered pursuant to the
AmSouth Bancorporation 1996 Long Term Incentive Compensation Plan, and, further,
to execute and sign any and all pre-effective and post-effective amendments to
such Registration Statement and any and all other documents in connection
therewith,and to cause any and all such documents to be filed with the
Securities and Exchange Commission and any state securities commissions,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he may lawfully do in the premises or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 22nd day of May, 1996.
/s/ Claude B. Nielsen
----------------------------------
CLAUDE B. NIELSEN
<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 Stephen
A. Yoder, Carl L. Gorday or William H. Caughran, Jr. and any of them, his true
and lawful attorney-in-fact and agent, for him and in his name, place and stead,
to execute and sign the Registration Statement on Form S-8 to be filed by the
Company with respect to its securities with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933 in
connection with the registration of securities to be offered pursuant to the
AmSouth Bancorporation 1996 Long Term Incentive Compensation Plan, and, further,
to execute and sign any and all pre-effective and post-effective amendments to
such Registration Statement and any and all other documents in connection
therewith,and to cause any and all such documents to be filed with the
Securities and Exchange Commission and any state securities commissions,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he may lawfully do in the premises or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 20th day of May, 1996.
/s/ Benjamin F. Payton
----------------------------------
BENJAMIN F. PAYTON
<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 Stephen
A. Yoder, Carl L. Gorday or William H. Caughran, Jr. and any of them, his true
and lawful attorney-in-fact and agent, for him and in his name, place and stead,
to execute and sign the Registration Statement on Form S-8 to be filed by the
Company with respect to its securities with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933 in
connection with the registration of securities to be offered pursuant to the
AmSouth Bancorporation 1996 Long Term Incentive Compensation Plan, and, further,
to execute and sign any and all pre-effective and post-effective amendments to
such Registration Statement and any and all other documents in connection
therewith,and to cause any and all such documents to be filed with the
Securities and Exchange Commission and any state securities commissions,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all the acts of
said attorney-in-fact and agent which he may lawfully do in the premises or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 20th day of May, 1996.
/s/ Herbert A. Sklenar
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HERBERT A. SKLENAR
