<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
AMSOUTH BANCORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
March 8,
1999
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
AmSouth Bancorporation scheduled for 11:00 A.M., Birmingham, Alabama time, on
Thursday, April 15, 1999 at the auditorium of AmSouth Bank in the AmSouth-
Harbert Plaza, 1901 Sixth Avenue North, in Birmingham, Alabama. The matters
scheduled for consideration at the meeting are described in the attached
Notice of Meeting of Shareholders and Proxy Statement.
It is important that your shares be represented at the meeting. Whether or
not you plan to attend, please complete, sign and return the enclosed proxy
card as soon as possible. This will not affect your right to vote in person or
attend the meeting.
Also enclosed is AmSouth's 1998 Annual Report to Shareholders which contains
additional information about AmSouth, including a financial summary, our
letter to shareholders and selected financial data. We believe that this
information will be useful and informative regarding the current status of
your company.
Sincerely,
[art to come]
C. Dowd Ritter
Chairman, President and Chief
Executive
Officer
<PAGE>
AmSouth
Bancorporation
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Post Office Box 11007
Birmingham, Alabama 35288
NOTICE OF MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 15, 1999
TO THE HOLDERS OF SHARES OF COMMON STOCK:
NOTICE IS HEREBY GIVEN that, pursuant to call of its Directors, the regular
Annual Meeting of Shareholders of AMSOUTH BANCORPORATION will be held in the
auditorium of AmSouth Bank in the AmSouth-Harbert Plaza, 1901 Sixth Avenue,
North, in Birmingham, Alabama, on Thursday, April 15, 1999 at 11:00 A.M.,
Birmingham, Alabama time, for the purpose of considering and voting upon the
following matters:
1. The election of four directors of Class II to serve for a term of three
years until the Annual Meeting of Shareholders in 2002 or until their
successors are elected and qualify.
2. The amendment of AmSouth Bancorporation's Restated Certificate of
Incorporation to increase the authorized common stock, $1.00 par value,
from 200,000,000 to 350,000,000 shares.
3. The transaction of such other business as may properly come before the
meeting or any adjournment thereof.
Your attention is directed to the accompanying Proxy Statement for further
information with respect to the matters to be acted upon at the meeting.
Only those shareholders of record at the close of business on February 16,
1999 shall be entitled to receive notice of the meeting and to vote at the
meeting.
BY ORDER OF THE BOARD OF DIRECTORS
March 8, 1999 Secretary
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WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO ATTEND THE
MEETING, YOU MAY THEN WITHDRAW YOUR PROXY IF YOU WISH. YOUR PROXY MAY BE
REVOKED AT ANY TIME PRIOR TO ITS EXERCISE.
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<PAGE>
PROXY STATEMENT
DATED MARCH 8, 1999
AmSouth Bancorporation
P.O. Box 11007, Birmingham, Alabama 35288
For Annual Meeting of Shareholders
To be Held on April 15, 1999
GENERAL
This Proxy Statement is furnished on or about March 11, 1999, to the
shareholders of AmSouth Bancorporation ("AmSouth" or "the Corporation") in
connection with the solicitation of proxies by the Board of Directors of
AmSouth to be used in voting at the Annual Meeting of Shareholders to be held
on April 15, 1999 and any adjournment or adjournments thereof. If the enclosed
Proxy is properly executed and received by AmSouth before or at the Annual
Meeting, the shares represented thereby will be voted as specified in the
Proxy, but if no specification is made, the shares represented by the Proxy
will be voted for the election of all four of the nominees as directors and
for the Amendment to the Restated Certificate of Incorporation.
The person giving the enclosed Proxy may revoke it at any time before it is
voted by voting in person at the Annual Meeting or by delivering a later
written proxy or a written revocation to the corporate secretary of AmSouth,
provided such later written proxy or revocation is actually received by the
corporate secretary of AmSouth before the vote of shareholders.
Solicitation of proxies will be made initially by mail. In addition, proxies
may be solicited by directors, officers and other employees of AmSouth and its
subsidiaries, in person, by telephone and by other means. AmSouth has also
retained Morrow & Co., Inc. to assist with the solicitation of proxies for a
fee of $6,500 plus the reimbursement of any out-of-pocket expenses incurred.
It is possible that Morrow & Co. may be paid additional fees depending upon
the services rendered. The cost of preparing, assembling and mailing this
Proxy Statement and other materials furnished to shareholders and all other
expenses of solicitation, including the expenses of brokers, custodians,
nominees and other fiduciaries who, at the request of AmSouth, mail material
to or otherwise communicate with beneficial owners of the shares held by them,
will be paid by AmSouth.
This Solicitation is made by the Board of Directors of AmSouth.
The purposes of the Annual Meeting are as set forth in the accompanying
"Notice of Meeting of Shareholders." Management of AmSouth does not know of
any matters that may be brought before the Annual Meeting other than as
described in the Notice of Meeting. If any other matters should properly be
brought before the Annual Meeting or any adjournments thereof, the proxies
named on the enclosed Proxy Card will vote on such matters in accordance with
their discretion.
The Board of Directors urges that you execute and return the enclosed Proxy
as soon as possible and recommends that the shares represented by the Proxy be
voted in favor of the election of the four nominees as directors and for the
Amendment to the Restated Certificate of Incorporation.
A copy of AmSouth's 1998 Annual Report to Shareholders accompanies this
Proxy Statement. A copy of AmSouth's Annual Report on Form 10-K for the year
ended December 31, 1998 will be furnished without charge to any shareholder
who requests such report in writing from M. List Underwood, Jr., AmSouth
Bancorporation, Investor Relations Department, Post Office Box 11007,
Birmingham, Alabama 35288.
<PAGE>
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Shares of common stock, $1.00 par value per share, are the only authorized
securities of AmSouth entitled to vote, and each outstanding share is entitled
to one vote. Only holders of record of common stock at the close of business
on February 16, 1999 will be entitled to vote at the Annual Meeting. AmSouth
is currently authorized to issue up to two hundred million (200,000,000)
shares of such common stock. As of February 16, 1999, there were 118,370,558
shares of common stock of AmSouth issued, outstanding and entitled to vote.
Shareholders who are participants in AmSouth's Dividend Reinvestment and
Common Stock Purchase Plan (the "DRP") and/or are AmSouth employees who
participate in the AmSouth Thrift Plan will find that the enclosed proxy shows
the total of the number of shares held by them in their own names (but not in
street name through a broker) and those shares, including fraction of shares,
held on their behalf by the agent for the DRP and/or the trustee for the
Thrift Plan. Signing and returning the enclosed proxy will allow voting of all
shares, incuding those held by the agent and the trustee. Except with respect
to the election of directors and any proposal for a merger or other
reorganization, the trustee for the Thrift Plan may, in its discretion, under
the terms of the Thrift Plan, vote shares for which no directions have been
received.
At February 16, 1999 no person was known to the Management of AmSouth to be
the beneficial owner of more than five percent of AmSouth's outstanding common
stock other than the Trust Department of AmSouth Bank (see the following
table).
The following tabulation reflects the number of shares of AmSouth common
stock (rounded to the nearest whole number) beneficially owned by (i) AmSouth
Bank, (ii) each director and nominee for director of AmSouth, (iii) the four
most highly compensated executive officers who are not also directors (listed
in the table under the heading "Certain Executive Officers") and (iv) the
directors, nominees and executive officers of AmSouth as a group.
All of the directors of AmSouth have elected to defer receipt of some or all
of the retainer and meeting fees they are paid for service on the Board of
Directors and to receive shares of AmSouth stock instead of cash when the
deferred amounts are paid. Therefore, the ultimate value of the amounts
deferred will be tied to the performance of AmSouth stock. As of February 16,
1999, the directors as a group held 19,211 shares of such deferred stock.
Executive officers of AmSouth may make a similar election to defer receipt of
bonuses and to receive shares of AmSouth stock when the deferred amounts are
paid. Such stock, whether attributable to deferrals by directors or executive
officers, is hereinafter referred to as "Deferred Stock."
2
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<TABLE>
<CAPTION>
AmSouth Shares Beneficially Owned(/1/) As of February 16, 1999+
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Sole Shared Percent of Total
Person, Group or Entity Power(/2/) Power(/3/) Aggregate Outstanding
- ----------------------- ----------------- ----------------- ----------------- --------------------
<S> <C> <C> <C> <C>
AmSouth Bank+
(P.O. Box 11426,
Birmingham, Alabama
35202) 5,204,990(/4/) 1,620,994(/5/) 6,825,984(/6/)(/7/) 5.74%
DIRECTORS AND NOMINEES
J. Harold Chandler...... 15,462 15,462 *
James E. Dalton, Jr..... 1,272 1,272 *
Rodney C. Gilbert....... 9,966 9,966 *
Elmer B. Harris......... 5,731 3,043 8,774 *
Victoria B. Jackson..... 1,192 1,192 *
Ronald L. Kuehn, Jr..... 8,927 8,927 *
James R. Malone......... 3,719 4,500 8,219 *
Francis A. Newman....... 1,537 1,537 *
Claude B. Nielsen....... 6,333 6,333 *
Benjamin F. Payton...... 6,571 6,571 *
C. Dowd Ritter.......... 600,791(/8/) 12,889 613,680 *
Herbert A. Sklenar...... 4,539 8,615 13,154 *
CERTAIN EXECUTIVE
OFFICERS
Sloan D. Gibson, IV..... 152,576(/9/) 2,839 155,415 *
W. Charles Mayer, III... 133,271(/10/) 4,151 137,422 *
Candice W. Rogers....... 100,753(/11/) 100,753 *
E.W. Stephenson, Jr..... 142,579(/12/) 16,000 158,579 *
Directors, Nominees and
Executive Officers as a
group (consisting of 21
persons)............... 1,546,207(/13/) 52,273 1,598,480 1.4%
</TABLE>
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* Less than one percent
+ Amounts and percentage for AmSouth Bank are as of December 31, 1998
Notes
(1) The number of shares reflected are shares which under applicable
regulations of the Securities and Exchange Commission are deemed to be
beneficially owned. Shares deemed to be beneficially owned under such
regulations include shares as to which, directly or indirectly, through
any contract, arrangement, understanding, relationship or otherwise,
either voting power or investment power is held or shared. The total
number of shares beneficially owned is divided, where applicable, into
two categories: shares as to which voting/investment power is held
solely, and shares as to which voting/investment power is shared.
(2) Unless otherwise indicated in the following notes, if a beneficial owner
is shown as having sole power, the owner has sole voting as well as sole
investment power, and if a beneficial owner is shown as having shared
power, the owner has shared voting power as well as shared investment
power. If ownership of restricted stock is shown, the individual has sole
voting power, but no power of disposition. The amounts in this column
include (a) 900 shares of restricted stock awarded under AmSouth's
Director Restricted Stock Plan to each of directors Chandler, Gilbert,
Harris, Kuehn, Malone, Nielsen, Payton and Sklenar, and 600 shares of
such restricted stock awarded to each of directors Dalton, Jackson and
Newman and (b) shares of Deferred Stock held by the following directors
in the amounts (rounded) shown: Chandler--2,478; Dalton--308; Gilbert--
6,499; Harris--2,196; Jackson--96; Kuehn--2,331; Malone--790; Newman--
821; Nielsen--1,106; Payton--297; and Sklenar--2,289. For Directors,
shares of Deferred Stock are held under the deferred compensation plan
for directors and have no voting rights. Some individuals are shown as
beneficial owners of shares held by the AmSouth Stock Fund of the AmSouth
Thrift Plan. The individual has sole voting power, but no direct power of
disposition, with respect to the shares held in the Stock Fund, but can
elect to move monies in and out of the Fund and/or change the amount of
contributions, thereby affecting the individual's balance in the Fund.
3
<PAGE>
(3) This column may include shares held in the name of, among others, a
spouse, minor children or certain other relatives sharing the same home
as the director, nominee or executive officer, as to all of which
beneficial ownership is disclaimed by the respective director, nominee
and executive officer.
(4) With respect to these shares, AmSouth Bank has sole voting power as to
4,851,382 shares, sole investment power as to 2,329,729 shares, shared
investment power as to 2,217,810 shares, no voting power as to 353,608
shares and no investment authority as to 303,843 shares.
(5) With respect to these shares, AmSouth Bank has shared voting power as to
986,019 shares, no voting power as to 634,975 shares, no sole investment
power and shared investment power as to 666,140 shares.
(6) Includes 1,831,153 shares held by AmSouth Bank as Trustee of AmSouth's
Thrift Plan at December 31, 1998.
(7) Shares reported as beneficially owned by AmSouth Bank are held in various
capacities and reflect the amount and percentage reported on Schedule
13G, dated February 16, 1999, as filed with the Securities and Exchange
Commission.
(8) Includes 197,037 shares which could be acquired within 60 days pursuant
to stock options, 202,500 shares of restricted stock and 38,308 shares
held by the AmSouth Stock Fund of the AmSouth Thrift Plan.
(9) Includes 61,872 shares that could be acquired within 60 days pursuant to
stock options, 27,000 shares of restricted stock, 3,855 shares held by
the AmSouth Stock Fund of the AmSouth Thrift Plan and 26,280 shares of
Deferred Stock.
(10) Includes 52,338 shares which could be acquired within 60 days pursuant to
stock options, 27,000 shares of restricted stock and 833 shares held by
the AmSouth Stock Fund of the AmSouth Thrift Plan.
(11) Includes 36,054 shares which could be acquired within 60 days pursuant to
stock options, 27,000 shares of restricted stock and 1,263 shares held by
the AmSouth Stock Fund of the AmSouth Thrift Plan.
(12) Includes 51,133 shares that could be acquired within 60 days pursuant to
stock options, 27,000 shares of restricted stock and 9,234 shares held by
the AmSouth Stock Fund of the AmSouth Thrift Plan.
(13) 63,801 of these shares are held by the AmSouth Stock Fund of the AmSouth
Thrift Plan, 401,625 of these shares are restricted stock, 513,729 of
these shares could be acquired within 60 days pursuant to stock options
and 59,337 are shares of Deferred Stock.
As of February 16, 1999, AmSouth held 16,718,624 shares of its common stock
as Treasury shares.
4
<PAGE>
ELECTION OF DIRECTORS
General
Under AmSouth's Restated Certificate of Incorporation, the Board of
Directors is divided into three classes, with the term of office of each class
expiring in successive years. AmSouth's Bylaws provide that the number of
directors will be fixed from time to time by the vote of two-thirds of the
directors then in office who have been elected by the shareholders. The terms
of Class II Directors expire at this Annual Meeting. The terms of Class III
and Class I Directors will expire in 2000 and 2001, respectively. The Board of
Directors is recommending the election to Class II of directors J. Harold
Chandler, James E. Dalton, Jr., Elmer B. Harris and James R. Malone. Each of
the Class II Directors elected at this Annual Meeting will serve three-year
terms expiring at the 2002 Annual Meeting of Shareholders or until his
respective successor is elected and qualified, except as provided in the
Bylaws. It is intended that unless "Withhold Authority" is noted as to all or
some of the nominees, proxies in the accompanying form will be voted at the
Annual Meeting for the election of the nominees named below for the term
indicated.
If any nominee is not a candidate when the election occurs, it is intended
that the proxies will be voted for the election of the other nominees and may
be voted, unless authorization is withheld, for any substitute nominees in the
discretion of the proxies. Management has no reason to believe that any
nominee will be unable or unwilling to serve as a director if elected.
The names of the nominees and the directors who will continue to serve
unexpired terms and certain information relating to them, including the
business experience of each during the past five years, follow. Service shown
with AmSouth and its subsidiaries may include service with predecessor
companies.
5
<PAGE>
NOMINEES FOR TERMS EXPIRING IN 2002 (CLASS II)
<TABLE>
<CAPTION>
Offices with
Director AmSouth or Principal Occupation
Name of Director Age Since its Subsidiaries for Past 5 Years Other Directorships(/1/)
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<S> <C> <C> <C> <C> <C>
J. Harold Chandler 49 1995 Chairman of the Board, Provident Companies,
April 1996 to date, and Inc.
President and Chief Herman Miller, Inc.
Executive Officer, Storage Technology
November 1993 to date, Corporation
Provident Companies, Inc.
(insurance company)
James E. Dalton, Jr. 56 1998 President and Chief American Oncology
Executive Officer, 1990 to Resources, Inc.
date, Quorum Health Group, Quorum Health Group,
Inc. (hospital ownership Inc.
and management company) Universal Health
Realty
Income Trust
Elmer B. Harris 59 1989* President and Chief Alabama Power
Executive Officer, March Company
1989 to date, Alabama Southern Company
Power Company (public
utility)
James R. Malone 56 1994 Managing Director, July Ametek, Inc.
1998 to date, Rhone HMI Industries, Inc.
Capital LLC (private
investments); Chairman of
the Board, December 1996
to date, and Chief
Executive Officer, May
1997 to date, HMI
Industries, Inc. (producer
of cleaners for
residential and commercial
use and other industrial
manufactured products);
Chairman of the Board and
Chief Executive Officer,
June 1990 to date, Intek
Capital, Inc. (private
investment and business
management); Chairman of
the Board, January 1996 to
February 1997, and
President and Chief
Executive Officer, May
1993 to December 1995 and
September 1996 to February
1997, Anchor Glass
Container Corporation
(glass container
manufacturer)
</TABLE>
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* During the period May--November 1995, Mr. Harris was a board member of a
subsidiary bank but was not a member of the Board of the Corporation.
6
<PAGE>
Photo of J. Harold Chandler Photo of James E. Dalton, Jr.
J. Harold Chandler James E. Dalton, Jr.
Photo of Elmer B. Harris Photo James R. Malone
Elmer B. Harris James R. Malone
7
<PAGE>
DIRECTORS WHOSE TERMS EXPIRE IN 2000 (CLASS III)
<TABLE>
<CAPTION>
Offices with
Director AmSouth or Principal Occupation
Name of Director Age Since its Subsidiaries for Past 5 Years Other Directorships(/1/)
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<S> <C> <C> <C> <C> <C>
Ronald L. Kuehn, Jr. 63 1986 Chairman of the Board, Dun & Bradstreet
President and Chief Corporation
Executive Officer, April Praxair, Inc.
1986 to date, Sonat Inc. Protective Life
(diversified energy Corporation
holding company) Sonat Inc.
Southern Natural Gas
Company
Transocean Offshore,
Inc.
Union Carbide
Corporation
Francis A. Newman 50 1997 Chairman of the Board, Eckerd Corporation
February 1997 to date, JoAnn Stores, Inc.
Chief Executive Officer, Jabil Circuit, Inc.
February 1996 to date, and
President and Chief
Operating Officer, July
1993 to date, Eckerd
Corporation (retail drug
company)
C. Dowd Ritter 51 1993 Chairman of the Chairman of the Board, Alabama Power
Board, President September 1996 to date, Company
and Chief and President and Chief
Executive Executive Officer, January
Officer of 1996 to date, AmSouth and
AmSouth and of AmSouth Bank; President
AmSouth Bank; and Chief Operating
Director, Officer, August 1994 to
AmSouth Bank December 1995, and Vice
Chairman, July 1993 to
August 1994, AmSouth and
AmSouth Bank of Alabama
Herbert A. Sklenar 67 1984 Chairman Emeritus, June Protective Life
1997 to date, Chairman of Corporation
the Board, March 1997 to Temple-Inland, Inc.
June 1997, and Chairman of Vulcan Materials
the Board and Chief Company
Executive Officer, May
1992 to February 1997, all
of Vulcan Materials
Company (construction
materials and chemicals
company)
</TABLE>
8
<PAGE>
Photo of Ronald L. Kuehn, Jr. Photo of Francis A. Newman
Ronald L. Kuehn, Jr. Francis A. Newman
Photo of C. Dowd Ritter Photo of Herbert A. Sklenar
C. Dowd Ritter Herbert A. Sklenar
9
<PAGE>
DIRECTORS WHOSE TERMS EXPIRE IN 2001 (CLASS I)
<TABLE>
<CAPTION>
Offices with
Director AmSouth or Principal Occupation
Name of Director Age Since its Subsidiaries for Past 5 Years Other Directorships(/1/)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Rodney C. Gilbert 59 1994 President and Chief
Executive Officer, January
1999 to date, RCG
Consulting, Inc. (general
business consultant);
Chairman of the Board and
Chief Executive Officer,
March 1998 to October
1998, Enfinity Corporation
(HVAC, energy and indoor
environmental services);
President and Chief
Executive Officer, 1993 to
March 1997, Rust
International Inc.,
(provider of engineering
and environmental and
infrastructure consulting
services and other on-site
industrial and related
services)
Victoria B. Jackson 44 1997 President and Chief Hussman
Executive Officer, 1977 to International, Inc.
date, Whitman Corporation
DSS/ProDiesel, Inc.
(manufacturer and
remanufacturer of major
transportation components)
Claude B. Nielsen 48 1993 President and Chief Colonial Properties
Executive Officer, May Trust
1991 to date, Coca-Cola
Bottling Company United,
Inc. (soft drink bottler)
Benjamin F. Payton 66 1983 President, Tuskegee Morrison Health
University, Care, Inc.
1981 to date Praxair, Inc.
The Liberty
Corporation
Ruby Tuesday, Inc.
Sonat Inc.
</TABLE>
10
<PAGE>
Photo of Rodney C. Gilbert Photo of Victoria B. Jackson
Rodney C. Gilbert Victoria B. Jackson
[Photo to come] [Photo to come]
Photo of Claude B. Nielsen Photo of Benjamin F. Payton
Claude B. Nielsen Benjamin F. Payton
NOTES
(1) These are directorships with corporations subject to the registration or
reporting requirements of the Securities Exchange Act of 1934 or registered
under the Investment Company Act of 1940.
11
<PAGE>
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
ELECTION OF DIRECTORS AS SET FORTH IN THIS PROXY STATEMENT.
Certain Information Concerning The Board Of Directors And Its Committees
The full Board of Directors met six times during 1998. To assist it in
carrying out its work, the Board of Directors has the following standing
committees: Audit and Community Responsibility; Executive Compensation;
Director Affairs; Finance and Employee Benefits; Strategic Planning; Trust and
Investment; and an Executive Committee.
The membership of the Audit and Community Responsibility Committee currently
consists of Directors Herbert A. Sklenar (Chairman), James E. Dalton, Jr.,
Francis A. Newman and Claude B. Nielsen. This committee is charged by the
Board of Directors with several major functions, including the following: to
oversee the audit and examination of the financial condition of the
Corporation; to consider and review the policies of the Corporation addressing
various internal control matters; and to review all significant litigation
involving the Corporation. In performing these functions, the committee met
four times during 1998.
The Executive Compensation Committee is currently composed of Directors
Ronald L. Kuehn, Jr. (Chairman), J. Harold Chandler, Elmer B. Harris, James R.
Malone and Herbert A. Sklenar and met three times during 1998. The committee
makes recommendations to the Board regarding AmSouth's overall executive
compensation structure, is charged with the administration of AmSouth's
executive compensation plans, designates awards for the senior executives on
AmSouth's Management Committee under AmSouth's benefit plans and approves new
executive compensation plans and amendments to existing plans.
The current members of the Director Affairs Committee are Directors Rodney
C. Gilbert (Chairman), James E. Dalton, Jr., Victoria B. Jackson, Ronald L.
Kuehn, Jr. and Benjamin F. Payton. In addition to reviewing potential nominees
and recommending new directors, the Director Affairs Committee is charged with
reviewing the structure of the Board and its operation and recommending
changes where appropriate. Procedures whereby individual shareholders can
submit recommendations of persons to be considered for nomination as a
director of AmSouth are described below in the "MISCELLANEOUS INFORMATION"
section of this Proxy Statement. The committee met twice during 1998.
The Finance and Employee Benefits Committee is currently composed of
Directors J. Harold Chandler (Chairman), Elmer B. Harris, Victoria B. Jackson
and James R. Malone and met four times during 1998. The committee is charged
with the responsibility of reviewing and making recommendations concerning
AmSouth's dividend policy and the issuance of securities by AmSouth. The
committee also approves financial and investment policies, reviews the
insurance risk management policy of AmSouth and oversees various aspects of
AmSouth's broad-based employee benefit plans.
The Strategic Planning Committee addresses the mission and strategic plans
of AmSouth and significant issues and opportunities that affect that strategy.
The committee also reviews AmSouth's plans for succession and management
development and the performance of the Chief Executive Officer. The current
members of the committee are Directors Benjamin F. Payton (Chairman), J.
Harold Chandler, James E. Dalton, Jr., Rodney C. Gilbert, Elmer B. Harris,
Victoria B. Jackson, Ronald L. Kuehn, Jr., James R. Malone, Francis A. Newman,
Claude B. Nielsen and Herbert A. Sklenar. The committee met twice during 1998.
The Trust and Investment Committee has general oversight responsibility for
the trust and investment activities of AmSouth and its subsidiaries. The
committee reviews the audits and the examination reports for the trust and
investment business and also reviews reports from Management related to these
activities. The current members of the committee are Directors Claude B.
Nielsen (Chairman), Rodney C. Gilbert, Francis A. Newman and Benjamin F.
Payton. The committee met four times during 1998.
12
<PAGE>
The Executive Committee has the power to exercise all of the authority of
the Board of Directors, to the extent allowed by law, and is specifically
given the authority, among other things, to declare dividends. The members of
the Executive Committee are the Chairman of the Board and the Chairmen of the
other standing committees. The current members of the committee are Directors
C. Dowd Ritter (Chairman), J. Harold Chandler, Rodney C. Gilbert, Ronald L.
Kuehn, Jr., Claude B. Nielsen, Benjamin F. Payton and Herbert A. Sklenar. The
committee did not meet during 1998.
Director Attendance
During 1998, all incumbent directors of AmSouth attended at least 75 percent
of the total number of meetings of the Board of Directors and meetings of the
committees of which they were members.
Section 16(a) Beneficial Ownership Reporting Compliance
AmSouth is not aware of any instance during 1998 in which directors or
executive officers of AmSouth failed to make timely filings required by
Section 16(a) of the Securities Exchange Act of 1934. AmSouth has relied on
written representations of its directors and executive officers and copies of
the reports that have been filed in making required disclosures concerning
beneficial ownership reporting.
Certain Relationships, Related Transactions and Legal Proceedings
Certain directors and executive officers of AmSouth and AmSouth Bank, and
certain associates and members of the immediate families of these individuals,
were customers of, and had loan transactions with, AmSouth Bank in the
ordinary course of business during 1998. In addition, certain of the foregoing
are or have been executive officers or 10 percent or more shareholders in
corporations, or members of partnerships, which are customers of AmSouth Bank
and which have had loan transactions with AmSouth Bank in the ordinary course
of business. In the opinion of the management of AmSouth Bank, all such
transactions were made on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons and corporations and did not involve more than
the normal risk of collectibility or present other unfavorable features.
Transactions of a similar nature will, in all probability, occur in the future
in the ordinary course of business.
On September 13, 1996, Anchor Glass Container Corporation ("Anchor") filed a
voluntary petition under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware (the "Chapter
11 Filing"). At the time of the Chapter 11 Filing, Director James R. Malone
was Chairman, President and Chief Executive Officer of Anchor. Upon filing the
petition, Anchor sought approval of the Bankruptcy Court for the sale of
substantially all of its assets. This sale was approved by the Bankruptcy
Court in December 1996 and was consummated on February 5, 1997. Mr. Malone
ceased to be affiliated with Anchor in February 1997.
EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following table provides summary information concerning compensation
paid by AmSouth and its subsidiaries to its Chief Executive Officer and each
of the four other most highly compensated executive officers of AmSouth at
December 31, 1998 (hereinafter referred to as the "named executive officers"),
for the fiscal years ended December 31, 1998, 1997 and 1996.
13
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Annual Compensation Long Term Compensation
--------------------------------- ------------------------------------
Awards Payouts
------------------------- ----------
Other Securities
Annual Restricted Underlying
Compensation Stock Options/ LTIP All Other
Name and Principal Position Year Salary($) Bonus($) ($)(1) Award(s)($)(2) SARs(#)(3) Payouts($) Compensation($)
- --------------------------- ---- --------- ---------- ------------ -------------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. Dowd Ritter 1998 $700,000 $1,092,000 $174,205 $ 0 0 None(4) $ 83,825(5)
Chairman, President & 1997 $640,000 $ 900,000 $ 76,328 $ 0 0 $ 46,070
Chief Executive Officer 1996 $600,000 $ 720,000 $ 71,618 $2,428,458 71,437 $ 43,670
of AmSouth & AmSouth
Bank
Sloan D. Gibson, IV 1998 $320,000 $ 294,400 $ 42,907 $ 0 0 $ 19,200(5)
Senior Executive Vice 1997 $260,000 $ 234,000 $ 26,402 $ 0 0 $ 15,600
President & Chief 1996 $245,000 $ 180,075 $ 35,229 $ 647,441 18,955 $ 14,700
Financial Officer &
Finance,
Commercial &
Credit Group Head
E.W. Stephenson, Jr. 1998 $320,000 $ 291,200 $117,160 $ 0 0 $ 58,174(5)
Senior Executive Vice 1997 $300,000 $ 255,000 $ 35,861 $ 0 0 $ 56,974
President & Florida 1996 $275,000 $ 208,450 $ 50,144 $ 647,441 18,955 $ 44,474
Banking Group Head
W. Charles Mayer, III 1998 $280,000 $ 249,200 $ 50,506 $ 0 0 $ 22,000(5)
Senior Executive Vice 1997 $260,000 $ 221,000 $ 43,592 $ 0 0 $ 20,800
President & Alabama, 1996 $245,000 $ 177,625 $ 37,243 $ 647,441 18,955 $ 19,900
Tennessee & Georgia
Banking Group Head
Candice W. Rogers 1998 $260,000 $ 231,400 $ 51,172 $ 0 0 $ 15,600(5)
Senior Executive Vice 1997 $240,000 $ 204,000 $ 28,898 $ 0 0 $ 14,400
President & Consumer 1996 $220,000 $ 159,900 $ 51,106 $ 647,441 18,955 $ 13,200
Banking Group Head
</TABLE>
- -------------------------------------------------------------------------------
(1) These amounts include tax gross-ups and perquisites such as club dues,
auto allowances, supplemental long term disability insurance and financial
planning assistance. In the case of Mr. Stephenson, this includes a one-
time club initiation fee of $50,000.
(2) Amount is based on market value on date of grant. Dividends are paid on
all restricted shares. The following table provides information about
restricted shares unreleased as of December 31, 1998.
<TABLE>
<CAPTION>
Aggregate # of
Restricted Shares Value Based on Year End
Name Held(3) Stock Price of $45.625
---- ----------------- -----------------------
<S> <C> <C>
Ritter 212,445 $9,692,803
Gibson 29,643 $1,352,462
Stephenson 29,643 $1,352,462
Mayer 29,643 $1,352,462
Rogers 29,643 $1,352,462
</TABLE>
None of the restricted awards listed in the Summary Compensation Table or in
the Footnote Table above have a vesting schedule of less than three years.
(3) Amounts shown in these columns reflect the effects of three-for-two stock
splits in 1997 and 1998.
(4) No payouts have yet been made under the long term incentive plan currently
in place for the named executive officers, known as the 1997 Performance
Incentive Plan. For further information about this plan, see the
discussion on page 21.
(5) These amounts reflect Company Matching contributions to the AmSouth Thrift
Plan and Supplemental Thrift Plan and payouts related to the former Profit
Sharing Plan as shown below.
<TABLE>
<CAPTION>
Company Former Profit
Name Match Thrift Sharing Plan
---- ------------ -------------
<S> <C> <C>
Ritter $42,000 $7,670
Gibson $19,200 $ 0
Stephenson $19,200 $4,810
Mayer $16,800 $5,200
Rogers $15,600 $ 0
</TABLE>
In the case of Mr. Ritter, the amount shown in the Summary Compensation Table
also includes the company's share of the annual premium paid in the amount of
$34,155 for the split dollar life insurance under which he is covered. In the
case of Mr. Stephenson, the amount shown in the Summary Compensation Table
also includes relocation related payments in the amount of $34,164.
14
<PAGE>
Stock Options and SARs
No grants of stock options or stock appreciation rights were made during
1998 to any of the named executive officers.
Option Exercises and Holdings
The following table provides information concerning the exercise of stock
options during 1998 by the named executive officers and the unexercised stock
options held by them at December 31, 1998.
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End(#) FY-End($)
Shares Acquired Value Realized(1) ---------------------------- ----------------------------------
Name on Exercise (#) ($) Exercisable / Unexercisable Exercisable / Unexercisable(1)
- ------------------------ --------------- ----------------- --------------------------- ------------------------------
<S> <C> <C> <C> <C>
C. Dowd Ritter.......... 4,380 $148,778 197,037 / 0 $6,023,589/ $ 0
Sloan D. Gibson, IV..... 0 $ 0 61,872 / 0 $1,920,255/ $ 0
E.W. Stephenson, Jr..... 10,586 $297,889 51,133 / 0 $ 2,332,943/ $0
W. Charles Mayer, III... 4,187 $123,968 52,338 / 0 $1,610,520/ $ 0
Candice W. Rogers....... 0 $ 0 36,054 / 0 $ 1,082,079/ $0
</TABLE>
(1) Market value of underlying securities at exercise or year-end, as
applicable, minus the exercise price.
Long Term Incentive Plan Awards
The following table provides information regarding awards made in 1998 to
the named executive officers pursuant to AmSouth's 1997 Performance Incentive
Plan.
LONG TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Estimated Future Payouts under
Number of Performance or Non-Stock - Price-Based Plans
Shares, Units, Other Period Until --------------------------------
or Other Maturation or Threshold Target Maximum
Name Rights(#) Payout ($) ($) ($)
-------- -------------- ------------------ -------------------- -----------
<S> <C> <C> <C> <C> <C>
C. Dowd Ritter.......... -- 1999-2000 $ 437,619 $ 875,237 $ 1,750,474
Sloan D. Gibson, IV..... -- 1999-2000 $ 116,699 $ 233,397 $ 466,794
E.W. Stephenson, Jr..... -- 1999-2000 $ 116,699 $ 233,397 $ 466,794
W. Charles Mayer, III... -- 1999-2000 $ 116,699 $ 233,397 $ 466,794
Candice W. Rogers....... -- 1999-2000 $ 116,699 $ 233,397 $ 466,794
</TABLE>
15
<PAGE>
Effective January 1, 1997, AmSouth adopted the 1997 Performance Incentive
Plan for members of the Management Committee, including the named executive
officers. Opportunities to receive cash payouts under the 1997 Performance
Incentive Plan were granted in 1998. The amount of the eventual payments will
depend on the achievement of certain earnings per share and return on equity
goals by the end of 2000. Any payments will be made in February 2001. For a
more detailed description of these grants, see the "1997 Performance Incentive
Plan" section of the "Executive Compensation Committee Report on Executive
Compensation" contained in this Proxy Statement.
Retirement Plan
The following table shows the estimated annual benefits payable at normal
retirement age (age 65) under AmSouth's qualified defined benefit Retirement
Plan, as well as under a nonqualified Supplemental Retirement Plan. This
supplemental plan provides benefits that would otherwise be denied
participants under the qualified Retirement Plan because of Internal Revenue
Code limitations on qualified plan benefits, as well as additional benefits
that serve to strengthen the competitiveness of AmSouth's overall executive
compensation program. Participants vest in the plans after five years of
service.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Years of Service
----------------------------------------
Average Annual
Covered Compensation 10 15 20 25 30
- -------------------- ------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$ 200,000............................. 34,250 51,630 69,180 86,730 104,280
300,000............................. 52,250 78, 630 105,180 131,730 158,280
400,000............................. 70,250 105, 630 141,180 176,730 212,280
500,000............................. 88,250 132, 630 177,180 221,730 266,280
600,000............................. 106,250 159, 630 213,180 266,730 320,280
700,000............................. 124,250 186, 630 249,180 311,730 374,280
800,000............................. 142,250 213,630 285,180 356,730 428,280
900,000............................. 160,250 240,630 321,180 401,730 482,280
1,000,000............................. 178,250 267,630 357,180 446,730 536,280
1,100,000............................. 196,250 294,630 393,180 491,730 590,280
1,200,000............................. 214,250 321,630 429,180 536,730 644,280
1,300,000............................. 232,250 348,630 465,180 581,730 698,280
1,400,000............................. 250,250 375,630 501,180 626,730 752,280
1,500,000............................. 268,250 402,630 537,180 671,730 806,280
</TABLE>
The benefits shown are not subject to any deduction for Social Security
benefits or other offset amounts.
The compensation covered by the combination of plans covering the named
executive officers is the base salary plus bonus earned for the year by the
executive. The amount of the retirement benefit is determined by the length of
the retiree's credited service under the plans and the annual average covered
compensation, which is the base salary plus bonus for the retiree for the
highest five consecutive calendar years of earnings out of the last ten years
worked. The full years of credited service under the plans for the named
executive officers are as follows: Mr. Ritter: 26 years; Mr. Gibson: 6 years;
Mr. Stephenson: 23 years; Mr. Mayer: 20 years; and Ms. Rogers: 4 years. For
purposes of calculating the benefit provided under the plans, credited service
in excess of 30 years is disregarded. Benefits shown are computed as a
straight life annuity beginning at age 65.
16
<PAGE>
Stock Ownership Guidelines for Officers
AmSouth has adopted common stock ownership guidelines for the officers who
are members of its corporate Management Committee. Ownership targets are
expressed as a multiple of salary and are as follows: (i) executive vice
presidents: one times salary; (ii) senior executive vice presidents and above
who are not directors: three times salary; and (iii) officers who are
directors: five times salary. Shares considered owned include individually
owned shares, restricted shares of AmSouth stock, shares credited to deferral
accounts under AmSouth's Deferred Compensation Plan and benefit plan
investments in AmSouth stock. All of the members of the Management Committee
have met their ownership targets.
Compensation of Directors
Fees
Non-employee directors of AmSouth are paid a fee of $4,000 per calendar
quarter ($4,750 for Committee Chairmen) during which the director has served.
In addition, each such director is paid a fee of $1,500 for each meeting of
the Board and $800 for each committee meeting which the director attends.
Individual directors may, at their option, elect to defer the receipt of
directors' fees, and the deferred amounts are deemed invested in AmSouth
common stock. All of the directors of AmSouth have elected to defer receipt of
some or all of the retainer and meeting fees they are paid for service on the
Board of Directors and to invest these fees in Deferred Stock of AmSouth.
Director Stock Purchase Program
Under AmSouth's Director Stock Purchase Program, directors who own less than
5,000 shares of AmSouth stock and are not within three years of scheduled
retirement from the Board are required to use at least one quarterly retainer
each 15 months to purchase AmSouth stock. This requirement may also be
fulfilled by the deferral of fees that are invested in Deferred Stock as
described in "Fees" above.
Director Restricted Stock Plan
Each non-employee director of AmSouth is a participant in the Director
Restricted Stock Plan. Each such director who was a member of the Board of
Directors on April 20, 1995 (the effective date of the Plan) was granted 1,000
shares of restricted stock on such date, except that each director who was
scheduled to retire from the Board under the Board's retirement policy prior
to April 1, 2000 (the Plan's termination date) was granted 200 shares of
restricted stock for each remaining year of service as a director. The Plan
provides that 200 shares granted to each director will vest on April 1 of each
of the years 1996 through 2000. Adjustments are made in outstanding shares for
stock splits and similar corporate events.
Each person who first becomes a non-employee director after April 20, 1995
will be granted 16.67 shares of restricted stock for each calendar month or
fraction thereof from the director's election to the following March 31
(rounded to the nearest whole share), plus 200 shares for each subsequent Plan
Year (April 1--March 31) until the earlier of April 1, 2000 or the director's
scheduled retirement date. The product of 16.67 shares times the number of
full and partial calendar months from the director's election to the following
March 31 (rounded to the nearest whole share) will vest on the April 1
following such election, and 200 shares will vest on each April 1 thereafter
through the earlier of April 1, 2000 or the date on which all shares have
vested.
All shares of restricted stock will vest immediately upon the director's
death or disability. At the time the restricted stock vests, the director is
entitled to receive a cash tax-offset "supplemental payment" in an amount
equal to the amount necessary to pay the federal and state income tax payable
with respect to both the vesting of the restricted stock and receipt of the
supplemental payment, assuming the director is taxed at the maximum effective
tax rate. If a director leaves the Board of Directors before all of the
director's shares of restricted stock have vested, the unvested shares will be
forfeited, except for those shares that were scheduled to vest on the next
April 1, which will vest upon the director leaving the Board.
17
<PAGE>
Stock Option Plan for Outside Directors
Each non-employee director of AmSouth is a participant in the Stock Option
Plan for Outside Directors. The Plan provides that each year such directors
will each be awarded options to purchase 2,500 shares of AmSouth common stock
at the fair market value of such stock on the date the options are granted.
The options become exercisable approximately one year after date of grant.
Options that are not yet exercisable become exercisable upon the death,
retirement or disability of a director. The first awards of options are
scheduled to occur in April 1999.
Employment Contracts and Termination of Employment Agreements
Employment Agreement
AmSouth has entered into an Employment Agreement (the "Agreement") with Mr.
Ritter. The Agreement has an initial term of three years, but contains
automatic renewal provisions, such that the remaining term of the Agreement at
any given time will be three years. The Agreement provides that Mr. Ritter
will be paid the following compensation: a base salary not less than his base
salary on January 1, 1998, and as it may be increased from time to time; the
opportunity to earn a bonus under AmSouth's Executive Incentive Plan and to
participate in AmSouth's long term incentive compensation programs at a level
commensurate with his position; retirement benefits not less than those
provided under AmSouth's Supplemental Retirement and Supplemental Thrift
Plans; AmSouth's normal employee benefits, commensurate with his position;
perquisites suitable to his position with AmSouth; and reimbursement of
certain expenses incurred in performing his duties.
If Mr. Ritter's employment is terminated by AmSouth for reasons other than
death, disability, retirement or "Cause" (as defined) or if he terminates his
employment for "Good Reason" (as defined): (A) he is entitled to be paid a
lump sum cash payment equal to the following: (i) the number of years
remaining in the term of the Agreement multiplied by base salary, bonus, long
term incentive grant value and certain other compensation, all based on
compensation amounts paid in prior periods or, in certain cases, the current
actual bonus opportunity, if greater; (ii) certain compensation otherwise
payable for the year in which termination occurs; and (iii) the amount of
other benefits accrued under AmSouth's Supplemental Retirement Plan and
Supplemental Thrift Plan; and (B) AmSouth will under certain circumstances
continue health and welfare benefit coverage for the number of years remaining
in the term of the Agreement at the same cost and terms as of the date of
termination. All unvested stock awards will vest on the date of termination,
except in the case of a termination for "Cause." AmSouth will also reimburse
Mr. Ritter for certain excise taxes that he may be obligated to pay as a
result of receiving payments under the Agreement.
Executive Severance Agreements
AmSouth has also entered into an Executive Severance Agreement (the "ESAs")
with each of the named executive officers, other than Mr. Ritter, whose
employment agreement is described above. The ESAs have terms of three years,
but are automatically extended for one additional year at the end of the
initial term and each subsequent year unless, within 12 months prior to the
end of the term, AmSouth gives notice to the executive that the term of the
ESA will not be extended. However, if a "Change in Control" (as defined)
occurs while the ESA is in effect, the ESA will remain in effect for the
longer of (i) 24 months beyond the month in which the Change in Control
occurred or (ii) until all obligations of AmSouth are fulfilled and all
benefits paid to the executive. The ESAs provide that the executive will be
paid certain severance benefits if a Change in Control occurs and within 24
months thereafter the executive's employment is terminated under circumstances
described in the ESAs. The ESAs also provide that if an employment termination
arises in connection with or in anticipation of a Change in Control, the
executive's rights will be the same as if the termination had occurred within
two years following a Change in Control.
18
<PAGE>
The severance benefits payable under the ESAs are as follows: (i) an amount
equal to the "Severance Multiplier", multiplied by base salary, bonus, long
term incentive grant value and certain other compensation, all based on
compensation amounts paid in prior periods or, in certain cases, the current
actual bonus opportunity, if greater; (ii) certain compensation otherwise
payable for the year in which the termination occurs; (iii) continuation of
benefits pursuant to welfare benefit plans under certain conditions; and (iv)
lump sum cash payments of certain other benefits accrued by the executive
under AmSouth's Supplemental Retirement Plan, Supplemental Thrift Plan and
relocation policy. The "Severance Multipliers" are 3.0 for all of the named
executive officers. In certain circumstances, the executive may be compensated
for excise taxes that will be due as a result of the payment of benefits.
Information with Respect to Executive Compensation Committee Interlocks and
Insider Participation in Compensation Decisions
The following directors currently serve as members of the Executive
Compensation Committee of AmSouth's Board of Directors and also served on the
Committee during 1998:
Ronald L. Kuehn, Jr. (Chairman)
J. Harold Chandler
Elmer B. Harris
James R. Malone
Herbert A. Sklenar
C. Dowd Ritter, Chairman, President and Chief Executive Officer of AmSouth
serves as a director of Alabama Power Company, and Elmer B. Harris, President
and Chief Executive Officer of Alabama Power Company, serves as a member of
the Executive Compensation Committee of AmSouth.
Executive Compensation Committee Report on Executive Compensation
Introduction and Overall Philosophy
The Executive Compensation Committee (the "Committee") of AmSouth
Bancorporation's Board of Directors is composed of five non-officer directors.
The Committee oversees AmSouth's executive compensation program, and is
specifically responsible for evaluating and approving compensation plans,
payments and awards for AmSouth's most senior executives under this program.
During 1998, the Committee held three meetings.
In discharging this responsibility, the Committee has for a number of years
used the services of compensation consultants as a resource, including to
assist in the development of the current AmSouth executive compensation plans.
The following comments are applicable to executive officers of AmSouth (the
ten members of the corporate Management Committee), including the Chief
Executive Officer and the named executive officers.
Executive Compensation Program
AmSouth's executive compensation program has as its stated purpose to
attract, reward, retain and motivate the strong leadership necessary to
achieve, over time, superior financial performance. There are three components
to the program: base salary, short term incentives and long term incentives.
Base salary provides the foundation for executive pay; its purpose is to
compensate the executive for performing his or her basic duties. The short
term incentive program is intended to provide rewards for favorable short term
performance. The purpose of the long term incentive program is to provide
incentives and rewards for long term performance and to motivate long term
thinking.
AmSouth provides total compensation opportunities for executives generally
based on a comparison with the practices of a group of Peer Banks as
hereinafter defined. Within this framework, the opportunities are designed
with both an external and internal focus. Externally, the intent is to
correlate
19
<PAGE>
the compensation opportunities with AmSouth's performance ranking among the
Peer Banks. Internally, the intent is to correlate the opportunities with
AmSouth's performance results achieved as compared to the short and long term
goals set.
The Peer Bank group utilized by AmSouth includes U.S. commercial banks with
total assets ranging from one-half to twice AmSouth's asset size, for which
compensation data is available. The Committee believes this is an appropriate
comparison group for AmSouth, both for purposes of establishing competitive
levels of compensation and to compare relative performance. The group is large
enough to provide a valid comparison both for compensation and performance.
For purposes of the stock performance graph comparison contained in this Proxy
Statement, AmSouth has compared itself to the performance of the S&P Regional
Bank Index because it is a conveniently referenced, published index. However,
AmSouth believes that a more select peer group is appropriate for purposes of
establishing executive compensation.
Base Salary
AmSouth's salary ranges are set so that their midpoints are at the average
of the Peer Banks, as those banks are represented in various salary surveys to
which AmSouth has access.
Progress within a particular executive's salary range, and thus annual base
salary increases, are determined based on:
Projected base salary increases in the banking industry in general; and
The individual's experience, tenure, and individual performance each
year.
Base salary adjustments for the ten members of the corporate Management
Committee are approved by the Committee and, with respect to the named
executive officers, the base salaries earned are reflected in the Summary
Compensation Table for 1998. In general, base salaries for executive officers
are at the average of the Peer Banks.
Short Term Incentive Program
AmSouth's primary short term incentive plan for its senior managers, the
Executive Incentive Plan, calls for the establishment of annual goals for the
overall Corporation and each business unit. Corporate performance is
determined by the Committee's evaluation of the year's results against the
annual goals approved by the Committee. Goals for objective performance
measurement purposes under the plan may include one or more of the following
weighted at appropriate levels for a given performance year:
Earnings per Share
Return on Average Assets
Return on Average Equity
Credit Quality Measures
Efficiency Ratio
Loan Growth
Deposit Growth
Non-Interest Revenue Growth
The organizational focus and weighting for the purpose of goal setting and
evaluation varies depending on the Executive Incentive Plan participant
category. Currently, the participants are the ten members of the corporate
Management Committee. Payments for Officer/Directors (currently only Mr.
Ritter) are based solely on the Corporation's performance against goals. Other
senior executives' payments are based primarily on the Corporation's
performance and secondarily on their respective unit's performance against
goals.
Each participant has a "base bonus opportunity," expressed as a percentage
of base pay associated with the achievement of goals. The base bonus
opportunities are established by analyzing the practices of the previously
referenced Peer Banks as represented in available surveys. Under the Executive
Incentive Plan, these targeted payment percentages differ depending on various
participant levels and positions held, and for the 1998 performance year
ranged from 40% up to 65%.
20
<PAGE>
The actual payout percentage can range from 0% to 200% of the base bonus
opportunity based on a rating from 0.0 to 2.0 as determined by an evaluation
of performance results against goals. The Committee may exercise downward
discretion from these amounts. Payouts under the Executive Incentive Plan will
be made in cash, and a participant can defer his or her payout by making a
written election to do so prior to the Plan Year in accordance with the
AmSouth Bancorporation Deferred Compensation Plan. Amounts deferred are deemed
invested in AmSouth stock and payouts are made in AmSouth stock.
The Executive Incentive Plan has been approved by the shareholders, and,
therefore, all amounts paid under this Plan will qualify as performance-based
compensation under Section 162(m) of the Internal Revenue Code (the "Code")
and will be tax deductible.
In addition, the Committee has the ability to make supplemental bonus awards
in addition to those made under the Executive Incentive Plan.
Long Term Incentive Program
1997 Performance Incentive Plan
The 1997 Performance Incentive Plan (PI Plan) permits the granting of cash-
based, long term incentive opportunities. The objectives of the PI Plan are
(i) to optimize AmSouth's profitability and growth through incentives which
are consistent with the Corporation's objectives and which link the interests
of Participants to those of the Corporation's shareholders, (ii) to provide
participants with an incentive for excellence in individual performance and
(iii) to promote teamwork among participants. The PI Plan is further intended
to reinforce certain strategic business needs and financial performance goals
in ways which are not currently supported by the Company's 1996 Long Term
Incentive Compensation Plan.
The PI Plan was initially utilized to focus AmSouth's most senior officers
(the ten members of the corporate Management Committee) on the Corporation's
three-year strategic plan established in 1997. This strategic plan has, as its
foundation, aggressive earnings per share (EPS) and return on equity (ROE)
goals. The PI Plan grants establish cash payouts which may be earned at
varying levels of EPS and ROE achieved over the three years from 1997 through
1999. Cash award opportunities were granted effective January 1, 1997.
In connection with their grants under the PI Plan, the ten members of the
corporate Management Committee made open-market share purchases of AmSouth
stock (up to individually set limits). Their open-market purchases are
required to be held for six years and were matched share-for-share with
restricted stock which vests at retirement. The PI Plan cash award
opportunities described above have been set such that, depending upon the
level of performance achieved by AmSouth, cash payments received under the PI
Plan at the end of the performance period might be less than, equal to, or
more than the cost of the executives' stock purchases.
In September 1998 additional cash incentive opportunities were awarded to
members of the Management Committee under the PI Plan. These opportunities
provide for cash payments to be made in February 2001 if specified newly
established ROE and EPS goals are attained during 1999-2000.
The objective of the PI Plan grants is not only to reinforce aggressive
strategic goals, but to build stock ownership among AmSouth's senior officers
and to establish an appropriate balance of risk and reward for these
executives. The initial grant under the PI Plan greatly increased stock
ownership (half of which was through use of the executives' own funds),
created focus on shareholder value, and aligns executive interests more
directly with the bank's three-year EPS and ROE financial goals. The
subsequent cash award opportunity continues the executives' focus on attaining
aggressive EPS and ROE goals. Because the PI Plan has been approved by
shareholders, amounts which may be earned under the PI Plan will qualify as
performance-based compensation under Section 162(m) of the Code.
21
<PAGE>
1996 Long Term Incentive Compensation Plan
AmSouth's 1996 Long Term Incentive Compensation Plan (the "1996 LTIP") was
approved by shareholders in 1996 and is qualified under Section 162(m) of the
Code. Its primary purpose is to promote the long term success of AmSouth and
its subsidiaries by providing financial incentives to key employees who are in
positions to make significant contributions toward such success.
The 1996 LTIP is a key component of executive compensation, and two types of
long term incentives were utilized under it in 1998: stock options and
restricted stock grants. As described below, the 1996 LTIP links executives'
interests directly to the interests of shareholders in two ways:
The greater the increase in stock value, the greater the reward to the
executive under both types of incentives; and
The number of shares of restricted stock granted increases as AmSouth's
long term performance against the Peer Banks improves.
AmSouth develops its grant sizes for stock options and restricted stock
first by determining the average of the total stock-based long term incentive
opportunities provided to executives in similar positions at the Peer Banks.
This calculation is made with the help of an outside consultant. Market data
on the Peer Banks is limited to that available in surveys to which AmSouth has
access.
Then, the Committee delivers one-half of that value in the form of stock
options and one-half in the form of a target restricted stock opportunity that
is based on AmSouth's performance against the Peer Banks. (The actual
restricted stock award may differ from the target opportunity depending on
performance, as discussed below.) The Committee believes this strikes an
appropriate balance between incentives for future performance and rewards for
past performance.
Stock Options
Stock options are granted for two primary reasons. First, the Committee
believes that they align executive pay with shareholders' interests, since no
rewards are realized unless the stock value increases. Second, they are the
most prevalent type of long term incentive at the Peer Banks, and the issuance
of options enables AmSouth to be competitive in that respect.
The options to purchase AmSouth stock that were granted in 1998 were issued
at 100% of the fair market value of AmSouth common stock on the date of the
grant, became exercisable one year after date of grant, and expire ten years
after the date of grant, except in the cases of death, disability, retirement,
and change in control. In these cases the options vest immediately and must be
exercised within certain specified periods following any one of the events
noted above. In the case of voluntary termination or involuntary termination
without cause, outstanding vested options must be exercised within a specified
time period. In the case of termination for cause, all outstanding options are
forfeited. To the extent possible under the Code, such options qualify as
"incentive stock options" under Section 422(a) thereof.
No stock options were granted to the members of the Management Committee in
1998.
Restricted Stock
Most of the restricted stock grants made in 1998 were based on the
percentile ranking of AmSouth's prior three-year total shareholder return
(TSR) against the Peer Banks. A formula was developed that provides a
particular grant based on the percentile level of performance. The better the
performance, the larger the grant size. Grant sizes can range from 0% to 200%
of an average market grant. One hundred percent of an average market grant
would result if AmSouth's performance is at the 50th percentile of the Peer
Banks' performance results.
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For the three years ending with 1997 (the measurement period for grants made
in 1998), AmSouth's TSR performance was at the 50th percentile of the Peer
Banks. This resulted in restricted stock grants at 100% of the targeted Peer
Bank average. In addition, a limited number of special restricted stock grants
were made in 1998 primarily to attract new executives to AmSouth. No shares of
restricted stock were granted to the members of the Management Committee in
1998.
For the restricted stock grants made in 1998, the stock will be held by the
Corporation for three years before it is released to the executive, except in
the cases of death, disability, retirement and change in control. In these
cases, the restricted stock will vest immediately. Executives receive
dividends on their shares and experience the impact of stock price decreases
and the rewards of stock price increases throughout the restriction period.
Thus, executives are encouraged to think in ways that promote corporate
performance and enhance the total value received by shareholders. These shares
also serve as a positive incentive to encourage key officers to remain with
the Corporation, since the stock is forfeited if the executive leaves prior to
the end of the restriction period.
Chief Executive Officer Compensation
Mr. Ritter has served as President and Chief Executive Officer since January
1, 1996, and Chairman, President and Chief Executive Officer since September
1, 1996. Mr. Ritter's salary was increased from $640,000 to $700,000 effective
January 1, 1998 based on the Committee's assessment of his and AmSouth's
overall performance. Based on market studies available to the Committee, the
Committee believes Mr. Ritter's current salary is somewhat below the median
salary paid by comparable companies.
Mr. Ritter was paid a total short term incentive of $1,092,000 for 1998
(paid in 1999), compared to $900,000 for 1997 (paid in 1998). The 1998
incentive was composed of an award equal to 200 percent of his base bonus
opportunity under the Executive Incentive Plan of $910,000 and a supplemental
award for extraordinary performance of $182,000 not under the Executive
Incentive Plan. These amounts were earned given AmSouth's performance in
excess of pre-established goals for 1998. Mr. Ritter did not receive any
grants under the 1996 LTIP in 1998. However, Mr. Ritter has received cash
incentive opportunity awards under the 1997 PI Plan and a corresponding
restricted stock grant under the 1996 LTIP in 1996.
Conclusion
The Committee believes that under the AmSouth Executive Compensation
Program, executive officers' compensation generally has been commensurate with
AmSouth's financial performance and total value received by its shareholders.
The Committee reviews the program on an ongoing basis and will make
modifications as needed to continue to meet AmSouth's business and
compensation objectives with the ultimate goal of maximizing long term
shareholder value.
Submitted by the Executive Compensation Committee of the AmSouth
Bancorporation Board of Directors:
Ronald L. Kuehn, Jr. (Chairman)
J. Harold Chandler
Elmer B. Harris
James R. Malone
Herbert A. Sklenar
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Performance Graph
Set forth below is a graph comparing the yearly percentage change in the
cumulative total return of AmSouth's common stock against the cumulative total
return of the S&P 500 Index and the S&P Regional Bank Index for the last five
years. It assumes that the value of the investment in AmSouth common stock and
in each index was $100.00 and that all dividends were reinvested.
[GRAPH APPEARS HERE]
AmSouth Stock Performance
5 Year Cumulative Total Return Comparison
AmSouth, S&P 500 & S&P Regional Bank Index
<TABLE>
<CAPTION>
Measurement period Measurement PT -
(Fiscal Year Covered) 12/31/93 FYE 12/31/94 FYE 12/31/95 FYE 12/31/96 FYE 12/31/97 FYE 12/31/98
- --------------------- ---------------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
AmSouth $100 $ 86 $142 $176 $305 $393
S&P 500 $100 $101 $139 $171 $228 $294
S&P Regional Bank $100 $ 94 $149 $203 $306 $338
</TABLE>
The information provided under the headings "Executive Compensation
Committee Report on Executive Compensation" and "Performance Graph" above
shall not be deemed to be "soliciting material" or to be "filed" with the
Securities and Exchange Commission, or subject to Regulation 14A or 14C, other
than as provided in Item 402 of Regulation S-K, or to liabilities of Section
18 of the Securities Exchange Act of 1934 and, unless specific reference is
made therein to such headings, shall not be incorporated by reference into any
filing under the Securities Act of 1933 or the Securities Exchange Act of
1934.
PROPOSED AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION--INCREASE IN
AUTHORIZED COMMON STOCK
Under this proposal, Section IV of the Restated Certificate of Incorporation
would be amended to increase the authorized common stock of AmSouth, $1.00 per
share par value, from 200,000,000 shares to 350,000,000 shares.
Of the 200,000,000 shares of common stock presently authorized, as of
February 16, 1999 there were 118,370,558 shares issued and outstanding and
16,718,624 treasury shares, leaving 64,910,818 shares authorized but unissued.
The Board of Directors believes it advisable to increase the authorized number
of shares of common stock because the existing available shares may be
insufficient for issuance from time to time for purposes which the Board may
determine to be in the interests of AmSouth. These purposes would include
providing shares for: possible future acquisitions, possible future stock
splits or stock
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dividends, possible future conversion of convertible securities, employee
benefit and dividend reinvestment plans and other general corporate purposes
related to the development and expansion of AmSouth. There are no present
plans, arrangements or understandings concerning issuance of the additional
shares of common stock sought to be authorized. If approved, the newly
authorized shares of common stock could be issued by the Board at such times,
for such purposes and for such consideration as it may deem advisable and
without further shareholder approval. Such shares would have no preemptive or
cumulative voting rights. When issued, the shares of common stock would have
attached to them preferred stock purchase rights under AmSouth's Stockholder
Protection Rights Agreement (subject to the limits set forth in the
Stockholder Protection Rights Agreement, including the earlier expiration or
redemption of the rights).
The proposed increase in authorized common stock could be viewed as having
anti-takeover effects. These effects, however, are not the purpose of the
proposed increased authorization. Although the Board has no present intention
of doing so, the authorized and unissued shares could be issued (within the
limits imposed by applicable law and the rules of any stock exchange on which
the shares are traded), by private placement or otherwise, without the need
for any action by shareholders, in one or more transactions that could make
more difficult, discourage or thwart attempts by third parties to gain control
of AmSouth if the Board of Directors did not approve of such attempted
takeover. AmSouth has also authorized 2,000,000 shares of unissued and
undesignated preferred stock. It should be noted that the voting, conversion
and other substantive rights to be accorded to any new series of preferred
stock remain to be fixed by the Board of Directors. Accordingly, for example,
if the Board so authorized, the holders of preferred stock may be entitled to
vote separately as a class in connection with the approval of certain
extraordinary corporate transactions in circumstances where Delaware law does
not require such class vote. Potentially, the preferred stock could be used to
create voting impediments or economic disincentives to frustrate persons
seeking to effect a merger or to gain control of AmSouth on a non-negotiated
basis by means of a tender offer, proxy contest or otherwise. In connection
with the foregoing, it should be noted that certain companies have issued
preferred shares or warrants to acquire preferred or common shares as a
dividend to the holders of their common shares with terms designed to
discourage or defeat partial or two-tier acquisition proposals, which may
serve to deter third parties from making offers to acquire the company without
the approval of its Board of Directors. The authorized and unissued preferred
stock and common stock of AmSouth could be used for such purpose. The full
text of Section IV, as amended, would be as follows:
"Section IV: Capital Stock
(a) The total number of shares of all classes of capital stock which the
corporation shall have authority to issue is three hundred fifty-two
million (352,000,000) of which three hundred fifty million (350,000,000)
shares of the par value of $1.00 per share are to be of a class designated
"Common Stock," and two million (2,000,000) shares without par value are
to be of a class designated "Preferred Stock." The Preferred Stock may be
issued from time to time as a class without series, or if so determined by
the Board of Directors, either in whole or in part in one (1) or more
series. There is hereby expressly granted to and vested in the Board of
Directors authority to fix and determine by resolution the voting powers,
full or limited, or no voting powers, and such designations, preferences
and relative, participating, optional or other special rights, if any, and
the qualifications, limitations or restrictions thereof, if any, including
specifically, but not limited to, the dividend rights, conversion rights,
redemption rights, and liquidation preferences, if any, of any wholly
unissued series of Preferred Stock (or of the entire class of Preferred
Stock if none of such shares have been issued), the number of shares
constituting any such series and the terms and conditions of the issue
thereof. A certificate setting forth a copy of each such resolution or
resolutions and the number of shares of stock of each such class or series
may be executed, acknowledged, filed, and recorded in accordance with
Delaware General Corporation Law. Unless otherwise provided in any such
resolution or resolutions, the number of shares of stock of any such class
or series so set forth in such resolution or resolutions may thereafter be
increased or decreased (but not below the number of shares thereof then
outstanding), by a certificate likewise executed, acknowledged, filed, and
recorded setting forth
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a statement that a specified increase or decrease therein had been
authorized and directed by a resolution or resolutions likewise adopted by
the Board of Directors. In case the number of such shares shall be
decreased, the number of shares so specified in the certificate shall
resume the status which they had prior to the adoption of the first
resolution or resolutions.
(b) The number of authorized shares of any class, including Preferred Stock,
may be increased or decreased by the affirmative vote of the holders of a
majority of the outstanding shares of the corporation entitled to vote
without the separate vote of holders of Preferred Stock voting as a
class."
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ADOPTION OF
THE PROPOSED AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION.
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VOTING PROCEDURES
Under the Delaware General Corporation Law (the "DGCL") and AmSouth's
Bylaws, the presence in person or by proxy of a majority of the outstanding
shares of common stock is necessary to constitute a quorum of the shareholders
to take action at the Annual Meeting. For these purposes, shares which are
present, or represented by a proxy, at the Annual Meeting will be counted for
quorum purposes regardless of whether the holder of the shares or the proxy
abstains from voting on any particular matter or whether a broker with
discretionary authority fails to exercise its discretionary voting authority
with respect to any particular matter. Once a quorum of the shareholders is
established, under the DGCL (i) the directors standing for election must be
elected by a plurality of the shares of common stock present, in person or by
proxy, at the Annual Meeting, (ii) the proposed Amendment to the Restated
Certificate of Incorporation to authorize the issuance of additional shares
must be approved by the holders of a majority of the outstanding shares of
common stock, and (iii) any other action to be taken must be approved by the
vote of the holders of a majority of the shares of common stock present, in
person or by proxy, at the Annual Meeting. Abstentions and broker non-votes
will not have an effect on the outcome of the election of directors, but
abstentions and broker non-votes will in effect count as "no" votes with
respect to the proposed Amendment to the Restated Certificate of
Incorporation.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accounting firm selected by the Board of Directors
for the calendar year 1999 is Ernst & Young LLP. Representatives of Ernst &
Young LLP are expected to be present at the Annual Meeting and will have the
opportunity to make a statement and to respond to appropriate questions.
MISCELLANEOUS INFORMATION
Shareholder Proposals
In order to be included in the proxy materials for AmSouth's 2000 Annual
Meeting, shareholder proposals submitted to AmSouth in compliance with
Securities and Exchange Commission ("SEC") Rule 14a-8 (which concerns
shareholder proposals that are requested to be included in a company's proxy
statement) must be received in written form at AmSouth's executive offices on
or before November 11, 1999. Pursuant to SEC Rules 14a-4 and 14a-5 (which
concern the exercise of discretionary voting authority when a shareholder
commences his or her own proxy solicitation outside of the processes of Rule
14a-8) shareholders are advised that under the advance notice provisions of
AmSouth's bylaws a shareholder proposal will be considered untimely, with
respect to the 2000 Annual Meeting if received by AmSouth after February 15,
2000. For more information on the advance notice provisions of AmSouth's
bylaws see "Nominations for Directors," below.
Nominations for Directors
AmSouth's Bylaws require shareholders who wish to submit to the Annual
Meeting of Shareholders nominations of persons for election to the Board of
Directors to follow certain procedures. The shareholder must give notice in
writing of the nomination to the Secretary of AmSouth at its office at 1400
AmSouth-Sonat Tower, 1900 Fifth Avenue North, Birmingham, Alabama 35203, not
later than the close of business on the 60th day, nor earlier than the 90th
day, prior to the first anniversary of the preceding year's Annual Meeting.
However, if the date of the Annual Meeting is more than 30 days before or more
than 60 days after such anniversary date, notice to be timely must be
delivered not earlier than the close of business on the 90th day prior to such
Annual Meeting and not later than the close of business on the later of the
60th day prior to the Annual Meeting or the 10th day following the day on
which public announcement of the date of such meeting is first made by
AmSouth. The shareholder must be a shareholder of record at the time the
notice is given. The shareholder's notice must set forth (a) as to each
nominee all information relating to that person that is required to be
disclosed in solicitations of proxies for election of directors in an election
contest, or is otherwise required, in each case pursuant to
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Regulation 14A under the Securities Exchange Act of 1934, as amended, and Rule
14a-11 thereunder (including the nominee's written consent to being named in
the Proxy Statement as a nominee and to serving as a director if elected) and
(b) as to the shareholder giving the notice and the beneficial owner, if any,
on whose behalf the nomination is made (i) the name and address of the
shareholder, as they appear on AmSouth's books, and of such beneficial owner
and (ii) the number and class of shares of AmSouth owned of record and
beneficially by such shareholder and such beneficial owner.
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Please Detach Proxy Card Here
- --------------------------------------------------------------------------------
AMSOUTH BANCORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Stephen A. Yoder, John W. Hopper and
Carl L. Gorday, and each of them, proxies with full power of substitution to
vote all of the shares of common stock of AmSouth Bancorporation held of record
by the undersigned at the Annual Meeting of Shareholders to be held on Thursday,
April 15, 1999, and at any adjournments thereof. This card also provides voting
instructions for shares held in the AmSouth Bancorporation Thrift Plan and the
AmSouth Bancorporation Dividend Reinvestment and Common Stock Purchase Plan, and
held of record by the trustee and agent of such plans. If no directions are
given, the proxies will vote for the election of all nominees and for the
amendment of the restated certificate of incorporation. The proxies, in their
discretion, are further authorized to vote (i) for the election of a person to
the Board of Directors if any nominee named herein becomes unable to serve or
for good cause will not serve, and (ii) on any other matter that may properly
come before the meeting.
(Continued and to be dated and signed on the reverse side.)
AMSOUTH BANCORPORATION
P.O. BOX 11087
NEW YORK, N.Y. 10203-0087
<PAGE>
<TABLE>
<CAPTION>
Please Detach Proxy Card Here
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
[______]
The Board of Directors recommends
a vote "FOR" Items 1 and 2.
Proposal 1. Election of Directors FOR all nominees [_] WITHHOLD AUTHORITY to vote [_] *EXCEPTIONS [_]
listed below for all nominees listed below
Nominees: J. Harold Chandler, James E. Dalton, Jr., Elmer B. Harris, James R. Malone
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the "Exceptions" box and write that nominee's name in
the space provided below.)
*Exceptions
-------------------------------------------------------------------------------------------------------------------------
Proposal 2. Directors' Proposal - Approve the Amendment to the Restated Certificate
of Incorporation to increase Authorized Common Stock. FOR [_] AGAINST [_] ABSTAIN [_]
Change of Address and [_]
or Comments Mark Here
Please sign exactly as name or nominee appear on this proxy.
When signing as attorney, executor, administrator, trustee, custodian,
guardian or corporate officer, give full title.
If more than one trustee, all should sign.
Dated: 19
-------------------------------------------------------- ----
| ----------------------------------------------------------------------
| Signature of Shareowner
_______
----------------------------------------------------------------------
Mark, Sign, Date and Return the Proxy Card Promptly Votes must be indicated
Using the Enclosed Envelope. (X) in Black or Blue ink. [_]
- ------------------------------------------------------------------------------------------------------------------------------------
Please Detach Here
You Must Detach This Portion of the Proxy Card
Before Returning It in the Enclosed Envelope
</TABLE>
