<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 April 14, 1999
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)
<TABLE>
<S> <C> <C>
DELAWARE 6711 63-0591257
(State or other jurisdiction of (Primary standard industrial (I.R.S. employer
incorporation or organization) classification code number) Identification number)
</TABLE>
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
STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(full title of the Plan)
________________
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(1) PER UNIT(1) OFFERING PRICE (1) FEE
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par 300,000 shares $46.03 per share $13,809,000 $3,839
value (and associated
Preferred Stock Purchase Rights)
=========================================================================================================
</TABLE>
(1) Estimated only for the purpose of calculating the registration fee. Such
estimates have been calculated in accordance with Rule 457(h)(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 April 7, 1999.
<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, 1998, 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, 1998.
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, Assistant General 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
reasonably incurred by the
II-1
<PAGE>
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 defense of any claim,
issue or matter therein, the corporation is required to indemnify such person
against expenses (including attorneys' 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 Restated Certificate of
Incorporation 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
filed with the Commission in Washington, D.C., SEC File No. 1-
7476, former File No. 0-6907).
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 Stockholder Protection Rights Agreement dated as of December 18,
1997, ("Rights Agreement") between AmSouth Bancorporation and The
Bank of New York, as successor to AmSouth Bank, 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
II-2
<PAGE>
(incorporated by reference to the Registrant's Report on Form 8-K
filed on December 18, 1997, Exhibit 4.1).
5 Opinion of Carl L. Gorday, Assistant General Counsel of Registrant.
23.1 Consent of Ernst & Young, LLP
23.2 Consent of Carl L. Gorday (included in Exhibit 5)
24 Powers of Attorney
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
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.
II-3
<PAGE>
(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 14th day of April, 1999.
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 April 14, 1999.
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
---------------------------
James E. Dalton, Jr.
* A Director
---------------------------
Rodney C. Gilbert
* A Director
---------------------------
Elmer B. Harris
* A Director
---------------------------
Victoria B. Jackson
II-5
<PAGE>
Signature Title
--------- -----
* A Director
-------------------------------
Ronald L. Kuehn, Jr.
* A Director
-------------------------------
James R. Malone
* A Director
-------------------------------
Francis A. Newman
* A Director
-------------------------------
Claude B. Nielsen
* A Director
-------------------------------
Benjamin F. Payton, Ph.D.
* A Director
-------------------------------
Herbert A. Sklenar
* Carl L. Gorday, by signing his name hereto, does sign this document on
behalf of each of the persons indicated above pursuant to powers of attorney
executed by such persons and filed with the Securities and Exchange Commission.
By: /s/ Carl L. Gorday
-----------------------------------------------
Carl L. Gorday
II-6
<PAGE>
[AmSouth Letterhead]
EXHIBIT 5
April 14, 1999
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 Stock Option Plan for Outside Directors
As Assistant General Counsel for AmSouth Bancorporation ("AmSouth"), I am
familiar with the Restated Certificate of Incorporation and By-Laws of AmSouth,
the above-referenced plan (the "Plan") and the above-referenced Registration
Statement on Form S-8 (the "Registration Statement") relating to 300,000 shares
of the common stock, $1.00 par value per share, of AmSouth (the "Common Stock")
and 300,000 related preferred stock purchase rights (the "Rights") to be issued
pursuant to the Stockholder Protection Rights Agreement dated as of December 18,
1997 (the "Rights Agreement"), between the Company and The Bank of New York
(successor to AmSouth Bank), 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 has become effective under the
Act, and the Shares have been duly issued as contemplated by the
Registration Statement and the Plan, the Shares will be validly
issued, fully paid and nonassessable.
(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 AmSouth 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
Assistant General Counsel
<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 Stock Option Plan for Outside Directors of AmSouth
Bancorporation of our report dated January 29, 1999 (except for Note 22, as to
which the date is March 1, 1999) 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, 1998, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Birmingham, Alabama
April 12, 1999
<PAGE>
EXHIBIT 24
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
AmSouth Bancorporation, a Delaware corporation, (the "Company") whose signature
appears below does hereby constitute and appoint Stephen A. Yoder, John W.
Hopper or Carl L. Gorday, and any of them, his true and lawful attorney-in-fact
and agent, for him and in his name, place and stead, to execute and sign the
Registration Statement on Form S-8 to be filed by the Company with respect to
its securities with the Securities and Exchange Commission, pursuant to the
provisions of the Securities Act of 1933 in connection with the registration of
securities to be offered pursuant to the Stock Option Plan for Outside
Directors, 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 April, 1999.
/s/ J. HAROLD CHANDLER
----------------------
J. HAROLD CHANDLER
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
AmSouth Bancorporation, a Delaware corporation, (the "Company") whose signature
appears below does hereby constitute and appoint Stephen A. Yoder, John W.
Hopper or Carl L. Gorday, and any of them, his true and lawful attorney-in-fact
and agent, for him and in his name, place and stead, to execute and sign the
Registration Statement on Form S-8 to be filed by the Company with respect to
its securities with the Securities and Exchange Commission, pursuant to the
provisions of the Securities Act of 1933 in connection with the registration of
securities to be offered pursuant to the Stock Option Plan for Outside
Directors, 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 April, 1999.
/s/ JAMES E. DALTON, JR.
------------------------
JAMES E. DALTON, JR.
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
AmSouth Bancorporation, a Delaware corporation, (the "Company") whose signature
appears below does hereby constitute and appoint Stephen A. Yoder, John W.
Hopper or Carl L. Gorday, and any of them, his true and lawful attorney-in-fact
and agent, for him and in his name, place and stead, to execute and sign the
Registration Statement on Form S-8 to be filed by the Company with respect to
its securities with the Securities and Exchange Commission, pursuant to the
provisions of the Securities Act of 1933 in connection with the registration of
securities to be offered pursuant to the Stock Option Plan for Outside
Directors, 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 April, 1999.
/s/ RODNEY C. GILBERT
---------------------
RODNEY C. GILBERT
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
AmSouth Bancorporation, a Delaware corporation, (the "Company") whose signature
appears below does hereby constitute and appoint Stephen A. Yoder, John W.
Hopper or Carl L. Gorday, and any of them, his true and lawful attorney-in-fact
and agent, for him and in his name, place and stead, to execute and sign the
Registration Statement on Form S-8 to be filed by the Company with respect to
its securities with the Securities and Exchange Commission, pursuant to the
provisions of the Securities Act of 1933 in connection with the registration of
securities to be offered pursuant to the Stock Option Plan for Outside
Directors, 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 5th
day of April, 1999.
/s/ ELMER B. HARRIS
-------------------
ELMER B. HARRIS
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
AmSouth Bancorporation, a Delaware corporation, (the "Company") whose signature
appears below does hereby constitute and appoint Stephen A. Yoder, John W.
Hopper or Carl L. Gorday, and any of them, her true and lawful attorney-in-fact
and agent, for her and in her name, place and stead, to execute and sign the
Registration Statement on Form S-8 to be filed by the Company with respect to
its securities with the Securities and Exchange Commission, pursuant to the
provisions of the Securities Act of 1933 in connection with the registration of
securities to be offered pursuant to the Stock Option Plan for Outside
Directors, 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 her hand on this 1st
day of April, 1999.
/s/ VICTORIA B. JACKSON
-----------------------
VICTORIA B. JACKSON
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
AmSouth Bancorporation, a Delaware corporation, (the "Company") whose signature
appears below does hereby constitute and appoint Stephen A. Yoder, John W.
Hopper or Carl L. Gorday, and any of them, his true and lawful attorney-in-fact
and agent, for him and in his name, place and stead, to execute and sign the
Registration Statement on Form S-8 to be filed by the Company with respect to
its securities with the Securities and Exchange Commission, pursuant to the
provisions of the Securities Act of 1933 in connection with the registration of
securities to be offered pursuant to the Stock Option Plan for Outside
Directors, 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 April, 1999.
/s/ RONALD L. KUEHN, JR.
------------------------
RONALD L. KUEHN, JR.
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
AmSouth Bancorporation, a Delaware corporation, (the "Company") whose signature
appears below does hereby constitute and appoint Stephen A. Yoder, John W.
Hopper or Carl L. Gorday, and any of them, his true and lawful attorney-in-fact
and agent, for him and in his name, place and stead, to execute and sign the
Registration Statement on Form S-8 to be filed by the Company with respect to
its securities with the Securities and Exchange Commission, pursuant to the
provisions of the Securities Act of 1933 in connection with the registration of
securities to be offered pursuant to the Stock Option Plan for Outside
Directors, 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 April, 1999.
/s/ JAMES R. MALONE
-------------------
JAMES R. MALONE
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
AmSouth Bancorporation, a Delaware corporation, (the "Company") whose signature
appears below does hereby constitute and appoint Stephen A. Yoder, John W.
Hopper or Carl L. Gorday, and any of them, his true and lawful attorney-in-fact
and agent, for him and in his name, place and stead, to execute and sign the
Registration Statement on Form S-8 to be filed by the Company with respect to
its securities with the Securities and Exchange Commission, pursuant to the
provisions of the Securities Act of 1933 in connection with the registration of
securities to be offered pursuant to the Stock Option Plan for Outside
Directors, 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 April, 1999.
/s/ FRANCIS A. NEWMAN
---------------------
FRANCIS A. NEWMAN
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
AmSouth Bancorporation, a Delaware corporation, (the "Company") whose signature
appears below does hereby constitute and appoint Stephen A. Yoder, John W.
Hopper or Carl L. Gorday, and any of them, his true and lawful attorney-in-fact
and agent, for him and in his name, place and stead, to execute and sign the
Registration Statement on Form S-8 to be filed by the Company with respect to
its securities with the Securities and Exchange Commission, pursuant to the
provisions of the Securities Act of 1933 in connection with the registration of
securities to be offered pursuant to the Stock Option Plan for Outside
Directors, 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 3rd
day of April, 1999.
/s/ CLAUDE B. NIELSEN
---------------------
CLAUDE B. NIELSEN
<PAGE>
DIRECTOR'S
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of
AmSouth Bancorporation, a Delaware corporation, (the "Company") whose signature
appears below does hereby constitute and appoint Stephen A. Yoder, John W.
Hopper or Carl L. Gorday, and any of them, his true and lawful attorney-in-fact
and agent, for him and in his name, place and stead, to execute and sign the
Registration Statement on Form S-8 to be filed by the Company with respect to
its securities with the Securities and Exchange Commission, pursuant to the
provisions of the Securities Act of 1933 in connection with the registration of
securities to be offered pursuant to the Stock Option Plan for Outside
Directors, 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 April, 1999.
/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 Bancorporation, a Delaware corporation, (the "Company") whose signature
appears below does hereby constitute and appoint Stephen A. Yoder, John W.
Hopper or Carl L. Gorday, and any of them, his true and lawful attorney-in-fact
and agent, for him and in his name, place and stead, to execute and sign the
Registration Statement on Form S-8 to be filed by the Company with respect to
its securities with the Securities and Exchange Commission, pursuant to the
provisions of the Securities Act of 1933 in connection with the registration of
securities to be offered pursuant to the Stock Option Plan for Outside
Directors, 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 April, 1999.
/s/ HERBERT A. SKLENAR
----------------------
HERBERT A. SKLENAR
