<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 December 5, 1997
REGISTRATION NO. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
AMSOUTH BANCORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 6711 63-0591257
(State or other (Primary standard (I.R.S. employer
jurisdiction of industrial identification
incorporation or classification number)
organization) code 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 AMENDED AND RESTATED DEFERRED
DEFERRED COMPENSATION PLAN COMPENSATION PLAN FOR DIRECTORS OF
AMSOUTH BANCORPORATION
(full title of the Plans)
-----------------------
STEPHEN A. YODER WITH A COPY TO:
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
J. MICHAEL SAVAGE
AMSOUTH BANCORPORATION MAYNARD, COOPER & GALE, P.C.
1901 SIXTH AVENUE NORTH, SUITE 920 1901 SIXTH AVENUE NORTH
AMSOUTH/HARBERT PLAZA SUITE 2400
BIRMINGHAM, ALABAMA 35203 BIRMINGHAM, ALABAMA 35203
(205) 326-5319
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------
CALCULATION OF REGISTRATION FEE
<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 (2) PER UNIT(2) OFFERING PRICE(2) FEE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00
par value (and
associated 500,000 shares $53.2815 per share $26,640,750 $7,859
Preferred Stock
Purchase Rights)(1)
===============================================================================================================================
</TABLE>
(1) Deferred compensation obligations to be distributed in shares of Common
Stock & Rights.
(2) Estimated only for the purpose of calculating the registration fee. Such
estimates have been calculated in accordance with Rule 457(h)(1) and (c) under
the Securities Act of 1933 and are based upon the average of the high and low
prices reported in the consolidated reporting system of the offered securities
on December 1, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
- ------ ---------------------------------------
The following documents filed by AmSouth Bancorporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934 are incorporated into this
Registration Statement by reference:
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, filed pursuant to Section 13(a) of the Exchange Act, except
that the information referred to in Item 402(a)(8) of Regulation S-K of the
Commission shall not be deemed incorporated by reference herein.
2. All other reports of the Registrant filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since December 31, 1996.
3. The description of the Registrant's shares of Common Stock, par value
$1.00 per share (the "Common Stock"), contained in the Registration Statement
filed by the Registrant to register such securities under the Securities
Exchange Act of 1934, including all amendments and reports filed for the purpose
of updating such description prior to the termination of the offering of the
Common Stock offered hereby.
All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing such documents. Any statement contained
in a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which also is incorporated by
reference herein) modifies or supersedes such statement. Any statement so
modified and superseded shall not be deemed to constitute a part hereof except
as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
- ------ -------------------------
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
- ------ --------------------------------------
An opinion as to the legality of the securities being registered is
being provided by Carl L. Gorday, Counsel of the Registrant. Mr. Gorday has
interests in the Registrant's Common Stock in an amount that is less than one-
tenth of one percent of the outstanding shares of the Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
- ------ -----------------------------------------
Under the Delaware General Corporation Law, a corporation is permitted
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise (including employee benefit plans), against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
II-1
<PAGE>
reasonably incurred by the person in connection with such action, suit or
proceeding if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the person's conduct was unlawful. However,
indemnity may not be granted in respect of a claim, issue or matter as to which
a person has been adjudged to be liable to the corporation unless and only to
the extent that the Delaware Court of Chancery or the court in which the action
or suit was brought has determined upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the
Court of Chancery or such other court deems proper. Expenses (including
attorneys' fees) incurred by an officer or director in defending any civil,
criminal, administrative or investigative action, suit or proceeding may be paid
by the corporation in advance of the final disposition of such action, suit or
proceeding if the corporation receives an undertaking by or on behalf of the
director or officer to repay such advances if it is ultimately determined that
the director or officer is not entitled to indemnification for such expenses.
Expenses may be advanced to any former officer or director or to any other
employee or agent of the corporation on such terms and conditions as the
corporation deems appropriate.
If a present or former director or officer of a corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding described in the preceding paragraph, or in defenses of any claim,
issue or matter therein, the corporation is required to indemnify such person
against expenses (including attorney's fees) actually and reasonably incurred by
such person in connection therewith.
The Registrant's Restated Certificate of Incorporation, as amended,
provides for indemnification and exculpation of the directors and officers of
the Registrant to the extent permitted under the Delaware General Corporation
Law as described above.
The Registrant maintains a directors' and officers' liability policy to
cover the Registrant and its directors and officers for amounts, subject to
policy limits, that the Registrant may be required to pay by way of
indemnification to its directors or officers under its charter or by-laws or
otherwise and for the protection of individual directors and officers from
losses and liabilities for which they may not be indemnified by the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
- ------ -----------------------------------
Not Applicable.
ITEM 8. EXHIBITS.
- ------ ---------
The following exhibits are filed as part of this Registration Statement:
3.1 Restated Certificate of Incorporation of AmSouth Bancorporation
(incorporated by reference to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1993, Exhibit 3-b).
3.2 Bylaws of AmSouth Bancorporation (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997, Exhibit 3-b).
4.1 Stockholder Protection Rights Agreement dated as of June 15, 1989
("Rights Agreement") between AmSouth Bancorporation and AmSouth
Bank (formerly 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
II-2
<PAGE>
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.
15 Letter re Unaudited Interim Financial Information
23.1 Consent of Ernst & Young LLP
23.2 Consent of Carl L. Gorday (included in Exhibit 5)
24 Powers of Attorney
ITEM 9. UNDERTAKINGS.
- ------ ------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represents
a fundamental change in the information set forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
II-3
<PAGE>
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. The Registrant hereby undertakes
that in the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama, as of the 4th day of
December, 1997.
AMSOUTH BANCORPORATION
By: /s/ C. Dowd Ritter
---------------------------------
C. Dowd Ritter
Chairman of the Board, President, and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of December 4, 1997.
Signature Title
--------- -----
/s/ C. Dowd Ritter Chairman of the Board, President, Chief
- -------------------------- Executive Officer and a Director
C. Dowd Ritter (Principal Executive Officer)
/s/ Sloan D. Gibson, IV Senior Executive Vice President
- -------------------------- and Chief Financial Officer
Sloan D. Gibson, IV (Principal Financial Officer)
/s/ Robert R. Windelspecht Executive Vice President and
- -------------------------- Controller (Principal Accounting
Robert R. Windelspecht Officer)
* A Director
- --------------------------
J. Harold Chandler
* A Director
- --------------------------
Rodney C. Gilbert
* A Director
- --------------------------
Elmer B. Harris
* A Director
- --------------------------
Donald E. Hess
II-5
<PAGE>
SIGNATURE TITLE
--------- -----
* A Director
- --------------------------
Ronald L. Kuehn, Jr.
A Director
- --------------------------
James R. Malone
* A Director
- --------------------------
Claude B. Nielsen
* A Director
- --------------------------
Benjamin F. Payton, Ph.D.
* A Director
- --------------------------
Herbert A. Sklenar
* /s/ Carl L. Gorday
------------------------
Carl L. Gorday
Attorney-in-Fact
II-6
<PAGE>
[AmSouth Letterhead]
EXHIBIT 5
December 5, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8 Relating to the
AmSouth Bancorporation Deferred Compensation Plan and
Amended and Restated Deferred Compensation Plan
for Directors of AmSouth Bancorporation
As Counsel for AmSouth Bancorporation ("AmSouth"), I am familiar with
the Restated Certificate of Incorporation and By-Laws of AmSouth, the above-
referenced plans (the "Plans") and the above-referenced Registration Statement
on Form S-8 (the "Registration Statement") relating to deferred compensation
obligations (the "Obligations") to be distributed in 500,000 shares of the
common stock, $1.00 par value per share, of AmSouth (the "Common Stock") and
500,000 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 (formerly
AmSouth Bank, National Association), as Rights Agent (the "Rights Agent"). I
have examined such public records and corporate proceedings and other documents
as I have deemed necessary or appropriate as a basis for the opinion expressed
below.
Based upon such examination, I am of the opinion that:
(1) When the Registration Statement on Form S-8 relating to the
Obligations, the Shares and the Rights (the "Registration
Statement") has become effective under the Act, and the
Obligations and the Shares have been duly issued as
contemplated by the Registration Statement and the Plan,
the Obligations and the Shares will be validly issued,
fully paid and nonassessable.
(2) Assuming that the Rights Agreement has been duly
authorized, executed and delivered by the Rights Agent,
then when the Registration Statement has become effective
under the Act and the Shares have been validly issued as
contemplated by the Registration Statement and the Plan,
the Rights attributable to the Shares will be validly
issued.
In connection with my opinion set forth in paragraph (2) above, I note
that the question whether the Board of Directors of 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 being named in the Registration Statement and in any
amendments thereto under the heading "Legal Matters" and to the filing of this
opinion as an Exhibit to the Registration Statement.
Very truly yours,
/s/ Carl L. Gorday
-------------------------
Carl L. Gorday
Counsel
<PAGE>
Exhibit 15--Letter Re: Unaudited Interim Financial Information
Board of Directors
AmSouth Bancorporation
We are aware of the incorporation by reference in the Registration Statement
(Form S-8) of AmSouth Bancorporation for the registration of 500,000 shares of
its common stock of our reports dated May 9, 1997, August 14, 1997 and November
14, 1997 relating to the unaudited consolidated interim financial statements of
AmSouth Bancorporation which are included in its Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997.
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
December 3, 1997
<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 Deferred Compensation Plan and Amended and Restated
Deferred Compensation Plan for Directors of AmSouth Bancorporation of our report
dated January 31, 1997, 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, 1996, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
---------------------
Ernst & Young LLP
Birmingham, Alabama
December 3, 1997
<PAGE>
EXHIBIT 24
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of AmSouth
Bancorportion, a Delaware corporation, (the "Company") whose signature appears
below 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 Deferred
Compensation Plan and the Amended and Restated Deferred Compensation Plan for
Directors of AmSouth Bancorporation, and, further, to execute and sign any and
all pre-effective and post-effective amendments to such Registration Statement
and any and all other documents in connection therewith, and to cause any and
all such documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the acts of said attorney-in-fact and agent which
he may lawfully do in the premises or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
1st day of December, 1997.
/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
Bancorportion, a Delaware corporation, (the "Company") whose signature appears
below 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 Deferred
Compensation Plan and the Amended and Restated Deferred Compensation Plan for
Directors of AmSouth Bancorporation, and, further, to execute and sign any and
all pre-effective and post-effective amendments to such Registration Statement
and any and all other documents in connection therewith, and to cause any and
all such documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the acts of said attorney-in-fact and agent which
he may lawfully do in the premises or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
1st day of December, 1997.
/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
Bancorportion, a Delaware corporation, (the "Company") whose signature appears
below 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 Deferred
Compensation Plan and the Amended and Restated Deferred Compensation Plan for
Directors of AmSouth Bancorporation, and, further, to execute and sign any and
all pre-effective and post-effective amendments to such Registration Statement
and any and all other documents in connection therewith, and to cause any and
all such documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the acts of said attorney-in-fact and agent which
he may lawfully do in the premises or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
2nd day of December, 1997.
/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
Bancorportion, a Delaware corporation, (the "Company") whose signature appears
below 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 Deferred
Compensation Plan and the Amended and Restated Deferred Compensation Plan for
Directors of AmSouth Bancorporation, and, further, to execute and sign any and
all pre-effective and post-effective amendments to such Registration Statement
and any and all other documents in connection therewith, and to cause any and
all such documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the acts of said attorney-in-fact and agent which
he may lawfully do in the premises or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
1st day of December, 1997.
/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
Bancorportion, a Delaware corporation, (the "Company") whose signature appears
below 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 Deferred
Compensation Plan and the Amended and Restated Deferred Compensation Plan for
Directors of AmSouth Bancorporation, and, further, to execute and sign any and
all pre-effective and post-effective amendments to such Registration Statement
and any and all other documents in connection therewith, and to cause any and
all such documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the acts of said attorney-in-fact and agent which
he may lawfully do in the premises or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
1st day of December, 1997.
/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
Bancorportion, a Delaware corporation, (the "Company") whose signature appears
below 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 Deferred
Compensation Plan and the Amended and Restated Deferred Compensation Plan for
Directors of AmSouth Bancorporation, and, further, to execute and sign any and
all pre-effective and post-effective amendments to such Registration Statement
and any and all other documents in connection therewith, and to cause any and
all such documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the acts of said attorney-in-fact and agent which
he may lawfully do in the premises or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
1st day of December, 1997.
/s/ Benjamin F. Payton, Ph.D.
---------------------------------
BENJAMIN F. PAYTON, PH.D.
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of AmSouth
Bancorportion, a Delaware corporation, (the "Company") whose signature appears
below 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 Deferred
Compensation Plan and the Amended and Restated Deferred Compensation Plan for
Directors of AmSouth Bancorporation, and, further, to execute and sign any and
all pre-effective and post-effective amendments to such Registration Statement
and any and all other documents in connection therewith, and to cause any and
all such documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the acts of said attorney-in-fact and agent which
he may lawfully do in the premises or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
2nd day of December, 1997.
/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
Bancorportion, a Delaware corporation, (the "Company") whose signature appears
below 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 Deferred
Compensation Plan and the Amended and Restated Deferred Compensation Plan for
Directors of AmSouth Bancorporation, and, further, to execute and sign any and
all pre-effective and post-effective amendments to such Registration Statement
and any and all other documents in connection therewith, and to cause any and
all such documents to be filed with the Securities and Exchange Commission and
any state securities commissions, granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all the acts of said attorney-in-fact and agent which
he may lawfully do in the premises or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on this
29th day of November, 1997.
/s/ Herbert A. Sklenar
---------------------------------
HERBERT A. SKLENAR
