<PAGE> 1
As filed with the Securities and Exchange Commission on November 13, 1995
Registration No. 33-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________
FIRST AMERICAN CORPORATION
(Exact name of registrant as specified in its charter)
Tennessee 62-0799975
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37237-0700
(615) 748-2000
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
HERITAGE FEDERAL BANCSHARES, INC.
1994 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
HERITAGE FEDERAL BANCSHARES, INC.
1992 STOCK OPTION PLAN
HERITAGE FEDERAL BANCSHARES, INC.
INCENTIVE COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of Plans)
MARTIN E. SIMMONS, ESQ.
EXECUTIVE VICE PRESIDENT-ADMINISTRATION, SECRETARY
AND GENERAL COUNSEL
FIRST AMERICAN CORPORATION
FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37237-0606
(615) 748-2049
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount to be Proposed Proposed Amount of
Securities to be Registered (1) Maximum Maximum Registration
Registered Offering Aggregate Fee
Price Unit (2) Offering Price (2)
------------------ ---------------- --------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, par 70,725 shares Variable $1,671,790 $576.48
value $5 share
</TABLE>
(1) As of October 31, 1995, maximum number of shares issuable upon
exercise of stock options granted under the following plans: The
Heritage Federal Bancshares, Inc. 1994 Stock Option Plan for
Non-Employee Directors (the "1994 Plan") (35,713 shares); The
Heritage Federal Bancshares Inc. 1992 Stock Option Plan (the "1992
Plan") (24,268 shares); and the Heritage Federal Bancshares, Inc.
Incentive Compensation Plan for Non-Employee Directors (the "Director
Incentive Plan")(10,744 shares). Such amount may be adjusted in
accordance with Section 10 (b) of the 1994 Plan; Section 12 of the
1992 Plan; and Section 4.04(b) of the Director Incentive Plan.
(2) Estimated solely for the purpose of determining the amount of the
registration fee. Such estimates have been calculated in accordance
with Rule 457(h) under the Securities Act of 1933, as amended,
pursuant to which the registration fee may be calculated,inter alia,
based upon the price at which the options may be exercised.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE
10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Documents containing the information required by Part I of this
Registration Statement will be sent or given to participants in the Heritage
Federal Bancshares, Inc. 1994 Stock Option Plan for Non-Employee Directors (the
"1994 Plan"); the Heritage Federal Bancshares, Inc. 1992 Stock Option Plan (the
"1992 Plan"); and the Heritage Federal Bancshares, Inc. Incentive Compensation
Plan for Non-Employee Directors (the "Director Incentive Plan") in accordance
with Rule 428 (b)(1). In accordance with Rule 424 and in reliance on Rule
428, such documents are not filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements.
II-1
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
First American Corporation (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934 (the "1934
Act") and, accordingly, files periodic reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information concerning the Company filed with the
Commission may be inspected and copies may be obtained (at prescribed rates)
at the Commission's Public Reference Section, Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549.
The following documents are hereby incorporated in this Registration
Statement by reference as of their respective dates:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994.
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995 and the Company's Quarterly Report on
Form 10-QA for the quarter ended June 30, 1995.
(3) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A dated April 24, 1972, as
amended January 31, 1983, November 29, 1985 and May 13, 1986,
filed by the Company to register such securities under the
Exchange Act.
(4) The Heritage Federal Bancshares, Inc. 1994 Stock Option Plan
for Non-Employee Directors as amended (the "1994 Plan"), filed
with the SEC on October 21, 1994, as Exhibit 4.1 to
Registration Statement File No. 33-85482.
(5) The Form of Stock Option Agreement entered into with Optionees
with respect to Stock Options granted under the 1994 Plan,
filed with the SEC on October 21, 1994, as Exhibit 4.2 to
Registration Statement File No. 33-85482.
(6) The Heritage Federal Bancshares, Inc. 1992 Stock Option Plan
(the "1992 Plan"), filed with the SEC on December 22, 1992, as
Exhibit 4.1 to Registration Statement File No. 33-56160.
(7) The Form of Stock Option Agreement entered into with Optionees
with respect to Stock Options granted under the 1992 Plan
(Incentive), filed with the SEC on December 22, 1992, as
Exhibit 4.2 to Registration Statement File No. 33-56160.
(8) The Form of Stock Option Agreement entered into with Optionees
with respect to Stock Options granted under the 1992 Plan
(Non-Incentive), filed with the SEC on December 22, 1992, as
Exhibit 4.3 to Registration Statement File No. 33-56160.
(9) The Heritage Federal Bancshares, Inc. Incentive Compensation
Plan for Non-Employee Directors (the "Director-Incentive
Plan"), filed with the SEC on December 22, 1992, as Exhibit
4.7 to Registration Statement File No. 33-56160.
II-2
<PAGE> 4
(10) The Form of Stock Option Agreement entered into with Optionees
with respect to Stock Options granted under the Director
Incentive Plan, filed with the SEC on December 22, 1992, as
Exhibit 4.8 to Registration Statement File No. 33-56160.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superceded for purposes hereof to the extent that a statement
contained herein (or in any other subsequently filed document which is also
incorporated by reference herein) modifies and supercedes such statement. Any
statement so modified superceded shall not be deemed or to constitute a part
hereof except as so modified or superceded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable, as the Common Stock is registered under Section 12 of
the 1934 Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock offered hereby has been passed upon
by Martin E. Simmons, Executive Vice President, General Counsel and Secretary
of the Company. At the time of his opinion, Mr. Simmons was the beneficial
owner of 25,881.6910 shares of Common Stock (including shares of Common Stock
which may be acquired upon the exercise of currently outstanding options).
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if (i) such person acted in good
faith; (ii) in the case of conduct in an official capacity, he reasonably
believed such conduct was in the corporation's best interests; (iii) in all
other cases, he reasonably believed that his conduct was not opposed to the
best interests of the corporation; and (iv) in connection with any criminal
proceeding, such person had no reasonable cause to believe his conduct was
unlawful. In actions brought by or in the right of the corporation, however,
the TBCA provides that no indemnification may be made if the director or
officer was adjudged to be liable to the corporation. The TBCA also provides
that in connection with any proceedings charging improper personal benefit to
an officer or director, no indemnification may be made if such officer or
director is adjudged liable on the basis that personal benefit was improperly
received. Notwithstanding the foregoing, the TBCA provides that a court of
competent jurisdiction, upon application, may order that an officer or director
be indemnified for reasonable expenses if, in consideration of all relevant
circumstances, the court determines that such individual is fairly and
reasonably entitled to indemnification, notwithstanding the fact that (i) he
was adjudged liable to the corporation in a proceeding by or in the right of
the corporation; (ii) he was adjudged liable on the basis that personal benefit
was improperly received by him; or (iii) he breached his duty of care to the
corporation.
The registrant's Restated Charter, as amended, provides that to the
fullest extent permitted by law no director shall be personally liable to the
registrant or its shareholders for monetary damages for breach of any fiduciary
duty as a director. Under the TBCA, this charter provision relieves the
registrant's directors from personal liability to the registrant or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability arising from (i) any breach of the director's duty of
loyalty, (ii) acts or omissions to in good faith or which involved intentional
misconduct or a knowing violation of law, or (iii) any unlawful distributions.
Additionally, the registrant's Restated Charter provides that indemnification
for directors, officers, employees and agents of the registrant may be provided
either directly or through
II-3
<PAGE> 5
the purchase of insurance, by the registrant from time to time to the fullest
extent and in the manner permitted by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS
Exhibit
Number Description
*4.1 -- Heritage Federal Bancshares, Inc. 1994 Stock Option Plan for
Non-Employee Directors as amended (the "1994 Plan").
*4.2 -- Form of Stock Option Agreement entered into with Optionees
with respect to Stock Options granted under the 1994 Plan.
*4.3 -- Heritage Federal Bancshares, Inc. 1992 Stock Option Plan (the
"1992 Plan")
*4.4 -- Form of Stock Option Agreement entered into with Optionees
with respect to Stock Options granted under the 1992 Plan.
(Incentive)
*4.5 -- Form of Stock Option Agreement entered into with Optionees
with respect to Stock Options granted under the 1992 Plan.
(Non-Incentive)
*4.6 -- Heritage Federal Bancshares, Inc. Incentive Compensation Plan
for Non-Employee Directors (the "Director-Incentive Plan").
*4.7 -- Form of Stock Option Agreement entered into with Optionees
with respect to Stock Options granted under the Director
Incentive Plan.
5 -- Opinion of Counsel, including Counsel's consent concerning the
securities registered hereunder.
15 -- Letter re: unaudited interim financial information.
23.1 -- Consent of KPMG Peat Marwick LLP, independent auditors.
23.2 -- Consent of Martin E. Simmons (included as part of Exhibit 5).
24 -- Powers of Attorney
* Incorporated herein by reference.
II-4
<PAGE> 6
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;
(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, represent 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 in such
information in the registration statement; provided, however,
that subparagraphs (i) and (ii) above, do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-
effective amendment by those subparagraphs is contained in
periodic reports filed with or furnished to the Commission 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
Section 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 herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. 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-5
<PAGE> 7
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 Nashville, State of Tennessee, on
November 13, 1995.
FIRST AMERICAN CORPORATION (Registrant)
By: /S/ DENNIS C. BOTTORFF
------------------------------------
Dennis C. Bottorff
President, Chairman and
Chief Executive Officer
By: /S/ BARBARA SHOULDERS
------------------------------------
Barbara Shoulders
Assistant Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/S/ DENNIS C. BOTTORFF President, Chairman and Chief November 13, 1995
- -------------------------------- Executive Officer and Director
Dennis C. Bottorff (Principal Executive Officer)
/S/ MARTIN E. SIMMONS Executive Vice President- November 13, 1995
- -------------------------------- Administration,General Counsel,
Martin E. Simmons Secretary and Principal Financial
Officer
/S/ M. JACK VANNATTA Executive Vice President and November 13, 1995
- -------------------------------- Principal Accounting Officer
M. Jack. Vannatta
Director November , 1995
- -------------------------------- --
Sam H. Anderson, Jr.
Director November , 1995
- -------------------------------- --
Samuel E. Beall, III
/S/ EARNEST W. DEAVENPORT, JR.* Director November 13, 1995
- --------------------------------
Earnest W. Deavenport, Jr.
/S/ REGINALD D. DICKSON* Director November 13, 1995
- --------------------------------
Reginald D. Dickson
Director November , 1995
- -------------------------------- --
T. Scott Fillebrown, Jr.
/S/ JAMES A. HASLAM II* Director November 13, 1995
- --------------------------------
James A. Haslam II
</TABLE>
<PAGE> 8
<TABLE>
<S> <C> <C>
/S/ MARTHA R. INGRAM* Director November 13, 1995
- --------------------------------
Martha R. Ingram
/S/ WALTER G. KNESTRICK* Director November 13, 1995
- --------------------------------
Walter G. Knestrick
/S/ GENE KOONCE* Director November 13, 1995
- --------------------------------
Gene C. Koonce
/s/ JAMES R. MARTIN* Director November 13, 1995
- --------------------------------
James R. Martin
/S/ ROBERT A. MCCABE, JR.* Director November 13, 1995
- --------------------------------
Robert A. McCabe, Jr.
/S/ WILLIAM O. MCCOY* Director November 13, 1995
- --------------------------------
William O. McCoy
/S/ DALE W. POLLEY* Director November 13, 1995
- --------------------------------
Dale W. Polley
/S/ ROSCOE R. ROBINSON, M.D.* Director November 13, 1995
- --------------------------------
Roscoe R. Robinson, M.D.
Director November , 1995
- -------------------------------- --
James F. Smith, Jr.
/S/ CAL TURNER, JR.* Director November 13, 1995
- --------------------------------
Cal Turner, Jr.
/S/ TED H. WELCH* Director November 13, 1995
- --------------------------------
Ted H. Welch
/S/ DAVID K. WILSON* Director November 13, 1995
- --------------------------------
David K. Wilson
/S/ TOBY S. WILT* Director November 13, 1995
- --------------------------------
Toby S. Wilt
/S/ WILLIAM S. WIRE, II* Director November 13, 1995
- --------------------------------
William S. Wire, II
*BY /S/ MARY NEIL PRICE Director November 13, 1995
- --------------------------------
Mary Neil Price as
Attorney-in-Fact
</TABLE>
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
INDEX SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
- ------ ----------- -------------
<S> <C> <C>
*4.1 Heritage Federal Bancshares, Inc. 1994 Stock Option Plan, as ______________
amended (the "1994 Plan").
*4.2 Form of Stock Option Agreement entered into with Optionees ______________
with respect to Stock Options granted under the 1994 Plan.
*4.3 Heritage Federal Bancshares, Inc. 1992 Stock Option Plan ______________
(the "1992 Plan")
*4.4 Form of Stock Option Agreement entered into with Optionees ______________
with respect to Stock Options granted under the 1992 Plan.
(Incentive)
*4.5 Form of Stock Option Agreement entered into with Optionees ______________
with respect to Stock Options granted under the 1992 Plan.
(Non-Incentive)
*4.6 Heritage Federal Bancshares, Inc. Incentive Compensation Plan ______________
for Non-Employee Directors (the "Director-Incentive Plan").
*4.7 Heritage Federal Bancshares, Inc. Incentive Compensation Plan ______________
for Non-Employee Directors (the "Director-Incentive Plan").
5 Opinion of Counsel, including Counsel's consent, concerning ______________
securities registered hereunder.
15 Letter re: unaudited interim financial information ______________
23.1 Consent of KPMG Peat Marwick LLP, independent auditors. ______________
23.2 Consent of Martin E. Simmons (included as part of Exhibit 5). ______________
24 Powers of Attorney ______________
</TABLE>
* Incorporated herein by reference.
<PAGE> 1
Exhibit 5
<PAGE> 2
November 13, 1995
First American Corporation
First American Center
Nashville, Tennessee 37237
Ladies and Gentlemen:
As General Counsel of First American Corporation, a Tennessee corporation
("First American"), I have examined and am familiar with such documents,
corporate records and other instruments as I have deemed necessary for the
purposes of this opinion, including the Heritage Federal Bancshares, Inc. 1994
Stock Option Plan, ( the "1994 Plan"), the Heritage Federal Bancshares, Inc.
1992 Stock Option Plan, and the Heritage Federal Bancshares, Inc. Incentive
Compensation Plan for Non-Employee Directors, (collectively, the "Plans") the
corporate proceedings of First American taken to issue its Common Stock
pursuant to the Plan, and the Registration Statement on Form S-8 (the
"Registration Statement") filed by First American with the Securities and
Exchange Commission for the registration under the Securities Act of 1933, as
amended, of 70,725 shares of Common Stock, par value of $5.00 per share, of
First American ("Common Stock") to be distributed under the Plans.
Based on the foregoing, I am of the opinion that when certificates for such
shares of Common Stock have been duly executed, countersigned and registered by
a Transfer Agent of First American and paid for in accordance with applicable
law and delivered in accordance with the terms of the Plans, such shares of
Common Stock will be duly authorized, validly issued, fully paid and
non-assessable.
I hereby consent to the use of my opinion for filing as an exhibit to the
Registration Statement.
Very truly yours,
/S/
Martin E. Simmons
MES/joy
<PAGE> 1
EXHIBIT 15
<PAGE> 2
The Board of Directors
First American Corporation:
With respect to this Registration Statement on Form S-8, we acknowledge our
awareness of the use therein of our report dated April 20, 1995 and our report
dated July 20, 1995, except for Note 6, as to which the date is September 22,
1995, related to our reviews of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are not
considered part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the
meaning of sections 7 and 11 of the Act.
Very truly yours,
/s/
KPMG Peat Marwick LLP
Nashville, Tennessee
November 8, 1995
<PAGE> 1
Exhibit 23.1
<PAGE> 2
ACCOUNTANTS' CONSENT
The Board of Directors
First American Corporation:
We consent to incorporation by reference in the registration statement on Form
S-8 of First American Corporation of our report dated January 20, 1995,
relating to the consolidated balance sheets of First American Corporation and
subsidiaries as of December 31, 1994 and 1993, and the related consolidated
statements of income, changes in shareholders' equity, and cash flows for each
of the years in the three-year period ended December 31, 1994, which report
appears in the December 31, 1994 annual report on Form 10-K for First American
Corporation.
Our report dated January 20, 1995 contains an explanatory paragraph that refers
to changes in accounting principles related to the adoption in 1993 of the
provisions of the Financial Accounting Standards Board's Statements of
Financial Accounting Standards No. 109, Accounting for Income Taxes; No. 106,
Employers' Accounting for Postretirement Benefits Other Than Pensions; No. 112
Employers' Accounting for Postemployment Benefits; and No. 115, Accounting for
Certain Investments in Debt and Equity Securities.
/s/
KPMG Peat Marwick LLP
Nashville, Tennessee
November 8, 1995
<PAGE> 1
Exhibit 24
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of First American Corporation, a corporation organized under the
laws of the State of Tennessee ("Company"), hereby constitutes and appoints
MARY NEIL PRICE and MARTIN E. SIMMONS and each of them (with full power of each
of them to act alone), his true and lawful attorney-in-fact and agent for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and Exchange Commission, or any
other governmental or regulatory authority, one or more Registration Statements
on Form S-8 or such other appropriate form (as any of such attorneys may
determine) and all amendments (including post-effective amendments) thereto,
with all exhibits and any and all documents required to be filed with respect
thereto, relating to the registration of shares of Heritage Federal Bancshares,
Inc. ("Heritage") employee benefit plans under the Securities Act of 1933 in
connection with the Company's acquisition of Heritage, granting unto said
attorneys and each of them full power and authority to do and to perform each
and every act and thing requisite and necessary to be done in order to
effectuate the same as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer
has hereunto set his hand as of the date specified.
Dated: November 1, , 1995 /s/
----------------- ------------------------------------
Earnest W. Deavenport, Jr.
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of First American Corporation, a corporation organized under the
laws of the State of Tennessee ("Company"), hereby constitutes and appoints
MARY NEIL PRICE and MARTIN E. SIMMONS and each of them (with full power of each
of them to act alone), his true and lawful attorney-in-fact and agent for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and Exchange Commission, or any
other governmental or regulatory authority, one or more Registration Statements
on Form S-8 or such other appropriate form (as any of such attorneys may
determine) and all amendments (including post-effective amendments) thereto,
with all exhibits and any and all documents required to be filed with respect
thereto, relating to the registration of shares of Heritage Federal Bancshares,
Inc. ("Heritage") employee benefit plans under the Securities Act of 1933 in
connection with the Company's acquisition of Heritage, granting unto said
attorneys and each of them full power and authority to do and to perform each
and every act and thing requisite and necessary to be done in order to
effectuate the same as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer
has hereunto set his hand as of the date specified.
Dated: October 31 , 1995 /s/
------------------ ------------------------------------
Reginald Dickson
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of First American Corporation, a corporation organized under the
laws of the State of Tennessee ("Company"), hereby constitutes and appoints
MARY NEIL PRICE and MARTIN E. SIMMONS and each of them (with full power of each
of them to act alone), his true and lawful attorney-in-fact and agent for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and Exchange Commission, or any
other governmental or regulatory authority, one or more Registration Statements
on Form S-8 or such other appropriate form (as any of such attorneys may
determine) and all amendments (including post-effective amendments) thereto,
with all exhibits and any and all documents required to be filed with respect
thereto, relating to the registration of shares of Heritage Federal Bancshares,
Inc. ("Heritage") employee benefit plans under the Securities Act of 1933 in
connection with the Company's acquisition of Heritage, granting unto said
attorneys and each of them full power and authority to do and to perform each
and every act and thing requisite and necessary to be done in order to
effectuate the same as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer
has hereunto set his hand as of the date specified.
Dated: October 30 , 1995 /s/
----------------- ------------------------------------
James A. Haslam, II
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of First American Corporation, a corporation organized under the
laws of the State of Tennessee ("Company"), hereby constitutes and appoints
MARY NEIL PRICE and MARTIN E. SIMMONS and each of them (with full power of each
of them to act alone), his true and lawful attorney-in-fact and agent for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and Exchange Commission, or any
other governmental or regulatory authority, one or more Registration Statements
on Form S-8 or such other appropriate form (as any of such attorneys may
determine) and all amendments (including post-effective amendments) thereto,
with all exhibits and any and all documents required to be filed with respect
thereto, relating to the registration of shares of Heritage Federal Bancshares,
Inc. ("Heritage") employee benefit plans under the Securities Act of 1933 in
connection with the Company's acquisition of Heritage, granting unto said
attorneys and each of them full power and authority to do and to perform each
and every act and thing requisite and necessary to be done in order to
effectuate the same as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer
has hereunto set his hand as of the date specified.
Dated: October 30 , 1995 /s/
----------------- ------------------------------------
Martha R. Ingram
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of First American Corporation, a corporation organized under the
laws of the State of Tennessee ("Company"), hereby constitutes and appoints
MARY NEIL PRICE and MARTIN E. SIMMONS and each of them (with full power of each
of them to act alone), his true and lawful attorney-in-fact and agent for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and Exchange Commission, or any
other governmental or regulatory authority, one or more Registration Statements
on Form S-8 or such other appropriate form (as any of such attorneys may
determine) and all amendments (including post-effective amendments) thereto,
with all exhibits and any and all documents required to be filed with respect
thereto, relating to the registration of shares of Heritage Federal Bancshares,
Inc. ("Heritage") employee benefit plans under the Securities Act of 1933 in
connection with the Company's acquisition of Heritage, granting unto said
attorneys and each of them full power and authority to do and to perform each
and every act and thing requisite and necessary to be done in order to
effectuate the same as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer
has hereunto set his hand as of the date specified.
Dated: October 31 , 1995 /s/
----------------- ------------------------------------
Walter G. Knestrick
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of First American Corporation, a corporation organized under the
laws of the State of Tennessee ("Company"), hereby constitutes and appoints
MARY NEIL PRICE and MARTIN E. SIMMONS and each of them (with full power of each
of them to act alone), his true and lawful attorney-in-fact and agent for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and Exchange Commission, or any
other governmental or regulatory authority, one or more Registration Statements
on Form S-8 or such other appropriate form (as any of such attorneys may
determine) and all amendments (including post-effective amendments) thereto,
with all exhibits and any and all documents required to be filed with respect
thereto, relating to the registration of shares of Heritage Federal Bancshares,
Inc. ("Heritage") employee benefit plans under the Securities Act of 1933 in
connection with the Company's acquisition of Heritage, granting unto said
attorneys and each of them full power and authority to do and to perform each
and every act and thing requisite and necessary to be done in order to
effectuate the same as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer
has hereunto set his hand as of the date specified.
Dated: October 31 , 1995 /s/
----------------- ------------------------------------
Gene C. Koonce
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of First American Corporation, a corporation organized under the
laws of the State of Tennessee ("Company"), hereby constitutes and appoints
MARY NEIL PRICE and MARTIN E. SIMMONS and each of them (with full power of each
of them to act alone), his true and lawful attorney-in-fact and agent for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and Exchange Commission, or any
other governmental or regulatory authority, one or more Registration Statements
on Form S-8 or such other appropriate form (as any of such attorneys may
determine) and all amendments (including post-effective amendments) thereto,
with all exhibits and any and all documents required to be filed with respect
thereto, relating to the registration of shares of Heritage Federal Bancshares,
Inc. ("Heritage") employee benefit plans under the Securities Act of 1933 in
connection with the Company's acquisition of Heritage, granting unto said
attorneys and each of them full power and authority to do and to perform each
and every act and thing requisite and necessary to be done in order to
effectuate the same as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer
has hereunto set his hand as of the date specified.
Dated: October 31 , 1995 /s/
----------------- ------------------------------------
James R. Martin
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of First American Corporation, a corporation organized under the
laws of the State of Tennessee ("Company"), hereby constitutes and appoints
MARY NEIL PRICE and MARTIN E. SIMMONS and each of them (with full power of each
of them to act alone), his true and lawful attorney-in-fact and agent for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and Exchange Commission, or any
other governmental or regulatory authority, one or more Registration Statements
on Form S-8 or such other appropriate form (as any of such attorneys may
determine) and all amendments (including post-effective amendments) thereto,
with all exhibits and any and all documents required to be filed with respect
thereto, relating to the registration of shares of Heritage Federal Bancshares,
Inc. ("Heritage") employee benefit plans under the Securities Act of 1933 in
connection with the Company's acquisition of Heritage, granting unto said
attorneys and each of them full power and authority to do and to perform each
and every act and thing requisite and necessary to be done in order to
effectuate the same as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer
has hereunto set his hand as of the date specified.
Dated: October 31 , 1995 /s/
----------------- ------------------------------------
Robert A. McCabe, Jr.
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of First American Corporation, a corporation organized under the
laws of the State of Tennessee ("Company"), hereby constitutes and appoints
MARY NEIL PRICE and MARTIN E. SIMMONS and each of them (with full power of each
of them to act alone), his true and lawful attorney-in-fact and agent for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and Exchange Commission, or any
other governmental or regulatory authority, one or more Registration Statements
on Form S-8 or such other appropriate form (as any of such attorneys may
determine) and all amendments (including post-effective amendments) thereto,
with all exhibits and any and all documents required to be filed with respect
thereto, relating to the registration of shares of Heritage Federal Bancshares,
Inc. ("Heritage") employee benefit plans under the Securities Act of 1933 in
connection with the Company's acquisition of Heritage, granting unto said
attorneys and each of them full power and authority to do and to perform each
and every act and thing requisite and necessary to be done in order to
effectuate the same as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer
has hereunto set his hand as of the date specified.
Dated: October 30 , 1995 /s/
----------------- ------------------------------------
William O. McCoy
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of First American Corporation, a corporation organized under the
laws of the State of Tennessee ("Company"), hereby constitutes and appoints
MARY NEIL PRICE and MARTIN E. SIMMONS and each of them (with full power of each
of them to act alone), his true and lawful attorney-in-fact and agent for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and Exchange Commission, or any
other governmental or regulatory authority, one or more Registration Statements
on Form S-8 or such other appropriate form (as any of such attorneys may
determine) and all amendments (including post-effective amendments) thereto,
with all exhibits and any and all documents required to be filed with respect
thereto, relating to the registration of shares of Heritage Federal Bancshares,
Inc. ("Heritage") employee benefit plans under the Securities Act of 1933 in
connection with the Company's acquisition of Heritage, granting unto said
attorneys and each of them full power and authority to do and to perform each
and every act and thing requisite and necessary to be done in order to
effectuate the same as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer
has hereunto set his hand as of the date specified.
Dated: October 31 , 1995 /s/
----------------- ------------------------------------
Dale W. Polley
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of First American Corporation, a corporation organized under the
laws of the State of Tennessee ("Company"), hereby constitutes and appoints
MARY NEIL PRICE and MARTIN E. SIMMONS and each of them (with full power of each
of them to act alone), his true and lawful attorney-in-fact and agent for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and Exchange Commission, or any
other governmental or regulatory authority, one or more Registration Statements
on Form S-8 or such other appropriate form (as any of such attorneys may
determine) and all amendments (including post-effective amendments) thereto,
with all exhibits and any and all documents required to be filed with respect
thereto, relating to the registration of shares of Heritage Federal Bancshares,
Inc. ("Heritage") employee benefit plans under the Securities Act of 1933 in
connection with the Company's acquisition of Heritage, granting unto said
attorneys and each of them full power and authority to do and to perform each
and every act and thing requisite and necessary to be done in order to
effectuate the same as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer
has hereunto set his hand as of the date specified.
Dated: October 30 , 1995 /s/
----------------- ------------------------------------
Roscoe R. Robinson
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of First American Corporation, a corporation organized under the
laws of the State of Tennessee ("Company"), hereby constitutes and appoints
MARY NEIL PRICE and MARTIN E. SIMMONS and each of them (with full power of each
of them to act alone), his true and lawful attorney-in-fact and agent for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and Exchange Commission, or any
other governmental or regulatory authority, one or more Registration Statements
on Form S-8 or such other appropriate form (as any of such attorneys may
determine) and all amendments (including post-effective amendments) thereto,
with all exhibits and any and all documents required to be filed with respect
thereto, relating to the registration of shares of Heritage Federal Bancshares,
Inc. ("Heritage") employee benefit plans under the Securities Act of 1933 in
connection with the Company's acquisition of Heritage, granting unto said
attorneys and each of them full power and authority to do and to perform each
and every act and thing requisite and necessary to be done in order to
effectuate the same as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer
has hereunto set his hand as of the date specified.
Dated: November 6 , 1995 /s/
----------------- ------------------------------------
Cal Turner, Jr.
<PAGE> 14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of First American Corporation, a corporation organized under the
laws of the State of Tennessee ("Company"), hereby constitutes and appoints
MARY NEIL PRICE and MARTIN E. SIMMONS and each of them (with full power of each
of them to act alone), his true and lawful attorney-in-fact and agent for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and Exchange Commission, or any
other governmental or regulatory authority, one or more Registration Statements
on Form S-8 or such other appropriate form (as any of such attorneys may
determine) and all amendments (including post-effective amendments) thereto,
with all exhibits and any and all documents required to be filed with respect
thereto, relating to the registration of shares of Heritage Federal Bancshares,
Inc. ("Heritage") employee benefit plans under the Securities Act of 1933 in
connection with the Company's acquisition of Heritage, granting unto said
attorneys and each of them full power and authority to do and to perform each
and every act and thing requisite and necessary to be done in order to
effectuate the same as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer
has hereunto set his hand as of the date specified.
Dated: October 30 , 1995 /s/
----------------- ------------------------------------
Ted H. Welch
<PAGE> 15
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of First American Corporation, a corporation organized under the
laws of the State of Tennessee ("Company"), hereby constitutes and appoints
MARY NEIL PRICE and MARTIN E. SIMMONS and each of them (with full power of each
of them to act alone), his true and lawful attorney-in-fact and agent for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and Exchange Commission, or any
other governmental or regulatory authority, one or more Registration Statements
on Form S-8 or such other appropriate form (as any of such attorneys may
determine) and all amendments (including post-effective amendments) thereto,
with all exhibits and any and all documents required to be filed with respect
thereto, relating to the registration of shares of Heritage Federal Bancshares,
Inc. ("Heritage") employee benefit plans under the Securities Act of 1933 in
connection with the Company's acquisition of Heritage, granting unto said
attorneys and each of them full power and authority to do and to perform each
and every act and thing requisite and necessary to be done in order to
effectuate the same as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer
has hereunto set his hand as of the date specified.
Dated: October 30 , 1995 /s/
----------------- ------------------------------------
David K. Wilson
<PAGE> 16
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of First American Corporation, a corporation organized under the
laws of the State of Tennessee ("Company"), hereby constitutes and appoints
MARY NEIL PRICE and MARTIN E. SIMMONS and each of them (with full power of each
of them to act alone), his true and lawful attorney-in-fact and agent for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and Exchange Commission, or any
other governmental or regulatory authority, one or more Registration Statements
on Form S-8 or such other appropriate form (as any of such attorneys may
determine) and all amendments (including post-effective amendments) thereto,
with all exhibits and any and all documents required to be filed with respect
thereto, relating to the registration of shares of Heritage Federal Bancshares,
Inc. ("Heritage") employee benefit plans under the Securities Act of 1933 in
connection with the Company's acquisition of Heritage, granting unto said
attorneys and each of them full power and authority to do and to perform each
and every act and thing requisite and necessary to be done in order to
effectuate the same as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer
has hereunto set his hand as of the date specified.
Dated: October 30 , 1995 /s/
----------------- ------------------------------------
Toby S. Wilt
<PAGE> 17
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of First American Corporation, a corporation organized under the
laws of the State of Tennessee ("Company"), hereby constitutes and appoints
MARY NEIL PRICE and MARTIN E. SIMMONS and each of them (with full power of each
of them to act alone), his true and lawful attorney-in-fact and agent for him
and on his behalf and in his name, place and stead, in any and all capacities,
to sign, execute and file with the Securities and Exchange Commission, or any
other governmental or regulatory authority, one or more Registration Statements
on Form S-8 or such other appropriate form (as any of such attorneys may
determine) and all amendments (including post-effective amendments) thereto,
with all exhibits and any and all documents required to be filed with respect
thereto, relating to the registration of shares of Heritage Federal Bancshares,
Inc. ("Heritage") employee benefit plans under the Securities Act of 1933 in
connection with the Company's acquisition of Heritage, granting unto said
attorneys and each of them full power and authority to do and to perform each
and every act and thing requisite and necessary to be done in order to
effectuate the same as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned director and/or officer
has hereunto set his hand as of the date specified.
Dated: October 28 , 1995 /s/
----------------- ------------------------------------
William S. Wire, II
