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As filed with the Securities and Exchange Commission on April 18, 1997
Registration No.___________
================================================================================
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)
FIRST AMERICAN CORPORATION
1991 EMPLOYEE STOCK INCENTIVE PLAN
(Full Title of Plan)
MARTIN E. SIMMONS, ESQ.
EXECUTIVE VICE-PRESIDENT-ADMINISTRATION, SECRETARY,
PRINCIPAL FINANCIAL OFFICER AND GENERAL COUNSEL
FIRST AMERICAN CORPORATION
FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37237-0606
(615) 748-2000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Aggregate Amount of
to be Registered Registered Price Unit(1) Offering Price(1) Registration Fee(1)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 1,400,000 shares $62.25 $87,150,000 $26,409.09
value $5 share
=====================================================================================================================
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(1) 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, and are based
upon the average of the high and low prices per share of the Registrant's
Common Stock as reported on The Nasdaq Stock Market, Inc. on April 14,
1997.
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PART I
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement is filed pursuant to General Instruction E of
Form S-8 for the purpose of registering additional shares of common stock, $5.00
par value, of First American Corporation, a Tennessee corporation (the
"Company"), for the First American Corporation 1991 Employee Stock Incentive
Plan (the "Plan"). A copy of the Plan, as amended on April 17, 1997 follows.
FIRST AMERICAN CORPORATION
1991 EMPLOYEE STOCK INCENTIVE PLAN
AS AMENDED
SECTION 1. PURPOSE; DEFINITIONS
The purpose of the First American Corporation 1991 Employee Stock Incentive
Plan (the "Plan") is to enable First American Corporation (the "Company") to
attract, retain and reward key employees of the Company and its Subsidiaries and
Affiliates, and strengthen the mutuality of interests between such key employees
and Company's stockholders, by offering such key employees performance-based
stock incentives and/or other equity interests or equity-based incentives in the
Company, as well as performance-based incentives payable in cash.
For purposes of the Plan, the following terms shall be defined as set forth
below:
A. "Affiliate" means any entity other than the Company and its
Subsidiaries that is designated by the Board as a participating employer
under the Plan, provided that the Company directly or indirectly owns at
least 20% of the combined voting power of all classes of stock of such
entity or at least 20% of the ownership interests in such entity.
B. "Board" means the Board of Directors of the Company.
C. "Book Value" means, as of any given date, on a per share basis (i)
the Common Stockholders' Equity in the Company as of the end of the
immediately preceding fiscal year as reflected in the Company's
consolidated balance sheet, subject to such adjustments as the Committee
shall specify at or after grant, divided by (ii) the number of then
outstanding shares of Stock as of such year-end date (as adjusted by the
Committee for subsequent events).
D. "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.
E. "Committee" means the Committee referred to in Section 2 of the
Plan. If at any time no Committee shall be in office, then the functions of
the Committee specified in the Plan shall be exercised by the Board.
F. "Company" means First American Corporation, a corporation organized
under the laws of the State of Tennessee, or any successor corporation.
G. "Deferred Stock" means an award made pursuant to Section 7 below of
the right to receive Stock at the end of a specified deferral period.
H. "Disability" means disability as determined under procedures
established by the Committee for purposes of this Plan.
I. "Disinterested Person" shall have the meaning set forth in Rule
16b-3(c) (2) (i) as promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, or any successor definition
adopted by the Commission.
J. "Early Retirement" means retirement, for purposes of this Plan with
the express consent of the Company or any Subsidiary or Affiliate at or
before the time of such retirement, from active employment with the Company
or any Subsidiary or Affiliate pursuant to the early retirement provisions
of the applicable pension plan of such entity.
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K. "Fair Market Value" means, as of any given date, unless otherwise
determined by the Committee in good faith, the reported closing price of
the Stock on the National Association of Securities Dealers,
Inc. -- National Market System or, if no such sale of Stock is reported on
the National Market System on such date, the fair market value of the Stock
as determined by the Committee in good faith.
L. "Incentive Stock Option" means any Stock Option intended to be and
designated as an "Incentive Stock Option" within the meaning of Section
422A of the Code.
M. "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.
N. "Normal Retirement" means retirement from active employment with
the Company and any Subsidiary or Affiliate on or after age 65.
0. "Other Stock-Based Award" means an award under Section 10 below
that is valued in whole or in part by reference to, or is otherwise based
on, Stock.
P. "Plan" means this First American Corporation 1991 Employee Stock
Incentive Plan, as hereinafter amended from time to time.
Q. "Restricted Stock" means an award of shares of Stock that is
subject to restrictions under Section 6 below.
R. "Retirement" means Normal or Early Retirement.
S. "Stock" means the Common Stock of the Company.
T. "Stock Option" or "Option" means any option to purchase shares of
Stock (including Restricted Stock and Deferred Stock, if the Committee so
determines) granted pursuant to Section 5 below.
U. "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns
stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain.
In addition, the terms "Change in Control", "Potential Change in Control"
and "Change in Control Price" shall have meanings set forth, respectively, in
Sections 9(b), (c) and (d) below and the term "Cause" shall have the meaning set
forth in Section 5(i) below.
SECTION 2. ADMINISTRATION
The Plan shall be administered by a Committee of not less than three
Disinterested Persons, who shall be appointed by the Board of Directors of the
Company (the "Board") and who shall serve at the pleasure of the Board. The
functions of the Committee specified in the Plan may be exercised by an existing
Committee of the Board composed exclusively of Disinterested Persons, and may be
exercised by the Board, if and to the extent that no Committee exists which
otherwise has the authority to so administer the Plan.
The Committee shall have full authority to grant, pursuant to the terms of
the Plan, to officers and other key employees eligible under Section 4: (i)
Stock Options, (ii) Restricted Stock, (iii) Deferred Stock and/or (iv) Other
Stock-Based Awards.
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In particular, the Committee shall have the authority:
(i) to select the officers and other key employees of the Company and
its Subsidiaries and Affiliates to whom Stock Options, Restricted Stock,
Deferred Stock and/or Other Stock-Based Awards may from time to time be
granted hereunder;
(ii) to determine whether and to what extent Incentive Stock Options,
Non-Qualified Stock Options, Restricted Stock, Deferred Stock and/or Other
Stock-Based Awards, or any combination thereof, are to be granted hereunder
to one or more eligible employees;
(iii) to determine the number of shares to be covered by each such
award granted hereunder;
(iv) to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any award granted hereunder (including, but not
limited to, the share price and any restriction or limitation, or any
vesting acceleration or waiver of forfeiture restrictions regarding any
Stock Option or other award and/or the shares of Stock relating thereto,
based in each case on such factors as the Committee shall determine, in its
sole discretion); and
(v) to determine whether and under what circumstances a Stock Option
may be settled in cash, notes or other instruments, unrestricted stock or
Restricted Stock and/or Deferred Stock under Section 5(k) or (1), as
applicable;
(vi) to determine whether, to what extent and under what circumstances
Option grants and/or other awards under the Plan and/or other cash awards
made by the Company are to be made, and operate, on a tandem basis
vis-a-vis other awards under the Plan and/or cash awards made outside of
the Plan, or on an additive basis; and
(vii) to determine whether, to what extent and under what
circumstances Stock and other amounts payable with respect to an award
under this Plan shall be deferred either automatically or at the election
of the participant (including providing for and determining the amount (if
any) of any deemed earnings on any deferred amount during any deferral
period).
The Committee shall have the authority to adopt, alter and repeal such
rules, guidelines and practices governing the Plan as it shall, from time to
time, deem advisable; to interpret the terms and provisions of the Plan and any
award issued under the Plan (and any agreements relating thereto); and to
otherwise supervise the administration of the Plan.
All decisions made by the Committee pursuant to the provisions of the Plan
shall be made in the Committee's sole discretion and shall be final and binding
on all persons, including the Company and Plan participants.
SECTION 3. STOCK SUBJECT TO PLAN
The total number of shares of Stock reserved and available for distribution
under the Plan shall be 3,650,000 shares, plus 10% of any increase (other than
any increase due to stock awards under this Plan or any other similar plan of
the Company for the benefit of key employees) in the number of authorized and
issued shares of Stock above 23,311,382 shares (the number of authorized and
outstanding shares as of December 31, 1990), up to the total number of
authorized shares of Stock as of December 31, 1990. Such shares may consist, in
whole or in part, of authorized and unissued shares.
Subject to Section 6(b)(iv) below, if any shares of Stock that have been
optioned cease to be subject to a Stock Option, or if any such shares of Stock
that are subject to any Restricted Stock or Deferred Stock award or Other
Stock-Based Award granted hereunder are forfeited or any such
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award otherwise terminates without a payment being made to the participant in
the form of Stock, such shares shall again be available for distribution in
connection with future awards under the Plan.
In the event of any merger, reorganization, consolidation,
recapitalization, extraordinary cash dividend, Stock dividend, Stock split or
other change in corporate structure affecting the Stock, such substitution or
adjustment shall be made in the aggregate number of shares reserved for issuance
under the Plan, in the number and option price of shares subject to outstanding
Options granted under the Plan and in the number of shares (and, to the extent
applicable, purchase price) subject to other outstanding awards granted under
the Plan as may be determined to be appropriate by the Committee, in its sole
discretion, provided that the number of shares subject to any award shall always
be a whole number.
SECTION 4. ELIGIBILITY
Officers and other key employees of the Company and its Subsidiaries and
Affiliates (but excluding members of the Committee and any person who serves
only as a director) who are responsible for or contribute to the management,
growth and/or profitability of the business of the Company and/or its
Subsidiaries and Affiliates are eligible to be granted awards under the Plan.
SECTION 5. STOCK OPTIONS
Stock Options may be granted alone, in addition to or in tandem with other
awards granted under the Plan and/or cash awards made outside of the Plan. Any
Stock Option granted under the Plan shall be in such form as the Committee may
from time to time approve.
Stock Options granted under the Plan may be of two types: (i) Incentive
Stock Options and (ii) Non-Qualified Stock Options.
The Committee shall have the authority to grant to any optionee Incentive
Stock Options, Non-Qualified Stock Options, or both types of Stock Options.
Options granted under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:
(a) Option Price. The option price per share of Stock purchasable
under a Stock Option shall be determined by the Committee at the time of
grant but in the case of Incentive Stock Options shall be not less than
100% (or, in the case of an employee who owns stock possessing more than 10
percent of the total combined voting power of all classes of stock of the
Company or of any of its subsidiary or parent corporations, not less than
110%) of the Fair Market Value of the Stock at grant and in the case of
Non-Qualified Stock Options not less than 85% of the Fair Market Value of
the Stock at grant. Notwithstanding the foregoing, the option price of a
Non-Qualified Stock Option may be less than 85% of Fair Market Value at the
time the option is granted if (i) prior to the date of grant of an option
the grantee of the option has entered into an irrevocable agreement with
the Company pursuant to which the grant of the option is in lieu of future
compensation which would otherwise be earned by the grantee and (ii) the
dollar amount or the value of such future compensation when added to the
exercise price of the option is at least equal to 85% of the Fair Market
Value (or such higher percentage as may be determined by the Committee) at
the date of grant of the number of shares of Stock subject to the option.
(b) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercisable more than ten years
(or, in the case of an employee who owns stock possessing more than 10
percent of the total combined voting power of all classes of
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stock of the Company or any of its subsidiary or parent corporations, more
than five years) after the date the Option is granted.
(c) Exercisability. Stock Options shall be exercisable at such time
or times and subject to such terms and conditions as shall be determined by
the Committee at or after grant; provided, however, that, except as
provided in Section 5(f) and (g) and Section 9, unless otherwise determined
by the Committee at or after grant, no Stock Option shall be exercisable
prior to six months after the date of the granting of the Option. If the
Committee provides, in its sole discretion, that any Stock Option is
exercisable only in installments, the Committee may waive such installment
exercise provisions at any time at or after grant in whole or in part,
based on such factors as the Committee shall determine, in its sole
discretion.
(d) Method of Exercise. Subject to whatever installment exercise
provisions apply under Section 5(c), Stock Options may be exercised in
whole or in part at any time during the option period, by giving written
notice of exercise to the Company specifying the number of shares to be
purchased.
Such notice shall be accompanied by payment in full of the purchase price,
either by check, note or such other instrument as the Committee may accept. As
determined by the Committee, in its sole discretion, at or after grant, payment
in full or in part may also be made in the form of unrestricted Stock already
owned by the optionee or, in the case of the exercise of a Non-Qualified Stock
Option, Restricted Stock or Deferred Stock subject to an award hereunder (based,
in each case, on the Fair Market Value of the Stock on the date the option is
exercised, as determined by the Committee).
If payment of the option exercise price of a Non-Qualified Stock Option is
made in whole or in part in the form of Restricted Stock or Deferred Stock, such
Restricted Stock or Deferred Stock (and any replacement shares relating thereto)
shall remain (or be) restricted or deferred, as the case may be, in accordance
with the original terms of the Restricted Stock award or Deferred Stock award in
question, and any additional Stock received upon the exercise shall be subject
to the same forfeiture restrictions or deferral limitations, unless otherwise
determined by the Committee, in its sole discretion, at or after grant.
No shares of Stock shall be issued until full payment therefor has been
made. An optionee shall generally have the rights to dividends or other rights
of a stockholder with respect to shares subject to the Option when the optionee
has given written notice of exercise, has paid in full for such shares, and, if
requested, has given the representation described in Section 12(a).
(e) Non-Transferability of Options. No Stock Option shall be
transferable by the optionee otherwise than by will or by the laws of
descent and distribution, and all Stock Options shall be exercisable,
during the optionee's lifetime, only by the optionee.
(f) Termination by Death. Subject to Section 5(j), if an optionee's
employment by the Company and any Subsidiary or Affiliate terminates by
reason of death, any Stock Option held by such optionee may thereafter be
exercised, to the extent such option was exercisable at the time of death
or on such accelerated basis as the Committee may determine at or after
grant (or as may be determined in accordance with procedures established by
the Committee), by the legal representative of the estate or by the legatee
of the optionee under the will of the optionee, for a period of one year
(or such other period as the Committee may specify at grant) from the date
of such death or until the expiration of the stated term of such Stock
Option, whichever period is the shorter.
(g) Termination by Reason of Disability. Subject to Section 5(j), if
an optionee's employment by the Company and any Subsidiary or Affiliate
terminates by reason of Disability,
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any Stock Option held by such optionee may thereafter be exercised by the
optionee, to the extent it was exercisable at the time of termination or on
such accelerated basis as the Committee may determine at or after grant (or
as may be determined in accordance with procedures established by the
Committee), for a period of one year (or such other period as the Committee
may specify at grant) from the date of such termination of employment or
until the expiration of the stated term of such Stock Option, whichever
period is the shorter; provided, however, that, if the optionee dies within
such one year period (or such other period as the Committee shall specify
at grant), any unexercised Stock Option held by such optionee shall
thereafter be exercisable to the extent to which it was exercisable at the
time of death for a period of twelve months from the date of such death or
until the expiration of the stated term of such Stock Option, whichever
period is the shorter. in the event of termination of employment by reason
of Disability, if an Incentive Stock Option is exercised after the
expiration of the exercise periods that apply for purposes of Section 422A
of the Code, such Stock Option will thereafter be treated as a
Non-Qualified Stock Option.
(h) Termination by Reason of Retirement. Subject to Section 5(j), if
an optionee's employment by the Company and any Subsidiary or Affiliate
terminates by reason of Normal or Early Retirement, any Stock Option held
by such optionee may thereafter be exercised by the optionee, to the extent
it was exercisable at the time of such Retirement or on such accelerated
basis as the Committee may determine at or after grant (or as may be
determined in accordance with procedures established by the Committee), for
a period of one year (or such longer or shorter period as the Committee in
its discretion may specify at grant) from the date of such termination of
employment or the expiration of the stated term of such Stock Option,
whichever period is the shorter; provided, however, that, if the optionee
dies within such one year period (or such other period as the Committee in
its discretion may specify at grant), any unexercised Stock Option held by
such optionee shall thereafter be exercisable, to the extent to which it
was exercisable at the time of death, for a period of twelve months from
the date of such death or until the expiration of the stated term of such
Stock Option, whichever period is the shorter. In the event of termination
of employment by reason of Retirement, if an Incentive Stock Option is
exercised after the expiration of the exercise periods that apply for
purposes of Section 422A of the Code, the option will thereafter be treated
as a Non-Qualified Stock Option.
(i) Other Termination. Unless otherwise determined by the Committee
(or pursuant to procedures established by the Committee) at or after grant,
if an optionee's employment by the Company and any Subsidiary or Affiliate
terminates for any reason other than death, Disability or Normal or Early
Retirement, the Stock Option shall thereupon terminate, except that such
Stock Option may be exercised, to the extent otherwise then exercisable,
for the lesser of three months or the balance of such Stock Option's term
if the optionee is involuntarily terminated by the Company and any
Subsidiary or Affiliate without Cause. For purposes of this Plan, "Cause"
means a felony conviction of a participant or the failure of a participant
to contest prosecution for a felony, or a participant's willful misconduct
or dishonesty, any of which is directly and materially harmful to the
business or reputation of the Company or any Subsidiary or Affiliate.
(j) Incentive Stock Options. Anything in the Plan to the contrary
notwithstanding, no term of this Plan relating to Incentive Stock Options
shall be interpreted, amended or altered, nor shall any discretion or
authority granted under the Plan be so exercised, so as to disqualify the
Plan under Section 422A of the Code, or, without the consent of the
optionee(s) affected, to disqualify any Incentive Stock Option under such
Section 422A.
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To the extent permitted under Section 422A of the Code or the applicable
regulations thereunder or any applicable Internal Revenue Service pronouncement:
(i) if (x) a participant's employment is terminated by reason of
death, Disability or Retirement and (y) the portion of any Incentive
Stock Option that is otherwise exercisable during the post-termination
period specified under Section 5(f), (g) or (h), applied without regard
to the $100,000 limitation contained in Section 422A(b) (7) of the Code,
is greater than the portion of such option that is immediately
exercisable as an "incentive stock option" during such post-termination
period under Section 422A, such excess shall be treated as a
Non-Qualified Stock Option; and
(ii) if the exercise of an Incentive Stock Option is accelerated by
reason of a Change in Control, any portion of such option that is not
exercisable as an Incentive Stock Option by reason of the $100,000
limitation contained in Section 422A(b) (7) of the Code shall be treated
as a Non-Qualified Stock Option.
(k) Buyout Provisions. The Committee may at any time offer to buyout
for a payment in cash, Stock, Deferred Stock or Restricted Stock an option
previously granted, based on such terms and conditions as the Committee
shall establish and communicate to the optionee at the time that such offer
is made.
(l) Settlement Provisions. If the option agreement so provides at
grant or is amended after grant and prior to exercise to so provide (with
the optionee's consent), the Committee may require that all or part of the
shares to be issued with respect to the spread value of an exercised Option
take the form of Deferred or Restricted Stock, which shall be valued on the
date of exercise on the basis of the Fair Market Value (as determined by
the Committee) of such Deferred or Restricted Stock determined without
regard to the deferral limitations and/or forfeiture restrictions involved.
SECTION 6. RESTRICTED STOCK
(a) Administration. Shares of Restricted Stock may be issued either alone,
in addition to or in tandem with other awards granted under the Plan and/or cash
awards made outside the Plan. The Committee shall determine the eligible persons
to whom, and the time or times at which, grants of Restricted Stock will be
made, the number of shares to be awarded, the price (if any) to be paid by the
recipient of Restricted Stock (subject to Section 6(b)), the time or times
within which such awards may be subject to forfeiture, and all other terms and
conditions of the awards.
The Committee may condition the grant of Restricted Stock upon the
attainment of specified performance goals or such other factors as the Committee
may determine, in its sole discretion.
The provisions of restricted Stock awards need not be the same with respect
to each recipient.
(b) Awards and Certificates. The prospective recipient of a Restricted
Stock award shall not have any rights with respect to such award, unless and
until such recipient has executed an agreement evidencing the award and has
delivered a fully executed copy thereof to the Company, and has otherwise
complied with the applicable terms and conditions of such award.
(i) The purchase price for shares of Restricted Stock shall be
established by the Committee and may be zero.
(ii) Awards of Restricted Stock must be accepted within a period of 60
days (or such shorter period as the Committee may specify at grant) after
the award date, by executing a Restricted Stock Award Agreement and paying
whatever price (if any) is required under Section 6(b)(i).
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(iii) Each participant receiving a Restricted Stock award shall be
issued a stock certificate in respect of such shares of Restricted Stock.
Such certificate shall be registered in the name of such participant, and
shall bear an appropriate legend referring to the terms, conditions, and
restrictions applicable to such award.
(iv) The Committee shall require that the stock certificates
evidencing such shares be held in custody by the Company until the
restrictions thereon shall have lapsed, and that, as a condition of any
Restricted Stock award, the participant shall have delivered a stock power,
endorsed in blank, relating to the Stock covered by such award.
(c) Restrictions and Conditions. The shares of Restricted Stock awarded
pursuant to this Section 6 shall be subject to the following restrictions and
conditions:
(i) Subject to the provisions of this Plan and the award agreement,
during a period set by the Committee commencing with the date of such award
(the "Restriction Period"), the participant shall not be permitted to sell,
transfer, pledge or assign shares of Restricted Stock awarded under the
Plan. Within these limits, the Committee, in its sole discretion, may
provide for the lapse of such restrictions in installments and may
accelerate or waive such restrictions in whole or in part, based on
service, performance and/or such other factors or criteria as the Committee
may determine, in its sole discretion.
(ii) Except as provided in this paragraph (ii) and Section 6(c)(i),
the participant shall have, with respect to the shares of Restricted Stock,
all of the rights of a stockholder of the Company, including the right to
vote the shares, and the right to receive any cash dividends. The
Committee, in its sole discretion, as determined at the time of award, may
permit or require the payment of cash dividends to be deferred and, if the
Committee so determines, reinvested, subject to Section 12(e), in
additional Restricted Stock to the extent shares are available under
Section 3, or otherwise reinvested. Pursuant to Section 3 above, Stock
dividends issued with respect to Restricted Stock shall be treated as
additional shares of Restricted Stock that are subject to the same
restrictions and other terms and conditions that apply to the shares with
respect to which such dividends are issued.
(iii) Subject to the applicable provisions of the award agreement and
this Section 6, upon termination of a participant's employment with the
Company and any Subsidiary or Affiliate for any reason during the
Restriction Period, all shares still subject to restriction will vest, or
be forfeited, in accordance with the terms and conditions established by
the Committee at or after grant.
(iv) If and when the Restriction Period expires without a prior
forfeiture of the Restricted Stock subject to such Restriction Period,
certificates for an appropriate number of unrestricted shares shall be
delivered to the participant promptly.
(d) Minimum Value Provisions. In order to better ensure that award
payments actually reflect the performance of the Company and service of the
participant, the Committee may provide, in its sole discretion, for a tandem
performance-based or other award designed to guarantee a minimum value, payable
in cash or Stock to the recipient of a restricted stock award, subject to such
performance, future service, deferral and other terms and conditions as may be
specified by the Committee.
SECTION 7. DEFERRED STOCK
(a) Administration. Deferred Stock may be awarded either alone, in
addition to or in tandem with other awards granted under the Plan and/or cash
awards made outside of the Plan. The Committee shall determine the eligible
persons to whom and the time or times at which Deferred
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Stock shall be awarded, the number of shares of Deferred Stock to be awarded to
any person, the duration of the period (the "Deferral Period") during which, and
the conditions under which, receipt of the Stock will be deferred, and the other
terms and conditions of the award in addition to those set forth in Section
7(b).
The Committee may condition the grant of Deferred Stock upon the attainment
of specified performance goals or such other factors or criteria as the
Committee shall determine, in its sole discretion.
The provisions of Deferred Stock awards need not be the same with respect
to each recipient.
(b) Terms and Conditions. The shares of Deferred Stock awarded pursuant to
this Section 7 shall be subject to the following terms and conditions:
(i) Subject to the provisions of this Plan and the award agreement
referred to in Section 7 (b)(vi) below, Deferred Stock awards may not be
sold, assigned, transferred, pledged or otherwise encumbered during the
Deferral Period. At the expiration of the Deferral Period (or the Elective
Deferral Period referred to in Section 7(b)(v), where applicable), share
certificates shall be delivered to the participant, or his legal
representative, in a number equal to the shares covered by the Deferred
Stock award.
(ii) Unless otherwise determined by the Committee at grant, amounts
equal to any dividends declared during the Deferral Period with respect to
the number of shares covered by a Deferred Stock award will be paid to the
participant currently, or deferred and deemed to be reinvested in
additional Deferred Stock, or otherwise reinvested, all as determined at or
after the time of the award by the Committee, in its sole discretion.
(iii) Subject to the provisions of the award agreement and this
Section 7, upon termination of a participant's employment with the Company
and any Subsidiary or Affiliate for any reason during the Deferral Period
for a given award, the Deferred Stock in question will vest, or be
forfeited, in accordance with the terms and conditions established by the
Committee at or after grant.
(iv) Based on service, performance and/or such other factors or
criteria as the Committee may determine, the Committee may, at or after
grant, accelerate the vesting of all or any part of any Deferred Stock
award and/or waive the deferral limitations for all or any part of such
award.
(v) A participant may elect to further defer receipt of an award (or
an installment of an award) for a specified period or until a specified
event (the "Elective Deferral Period"), subject in each case to the
Committee's approval and to such terms as are determined by the Committee,
all in its sole discretion. Subject to any exceptions adopted by the
Committee, such election must generally be made at least 12 months prior to
completion of the Deferral Period for such Deferred Stock award (or such
installment).
(vi) Each award shall be confirmed by, and subject to the terms of, a
Deferred Stock agreement executed by the Company and the participant.
(c) Minimum Value Provisions. In order to better ensure that award
payments actually reflect the performance of the Company and the service of the
participant, the Committee may provide, in its sole discretion, for a tandem
performance-based or other award designed to guarantee a minimum value, payable
in cash or Stock to the recipient of a deferred stock award, subject to such
performance, future service, deferral and other terms and conditions as may be
specified by the Committee.
A-9
<PAGE> 11
SECTION 8. OTHER STOCK-BASED AWARDS
(a) Administration. Other awards of Stock and other awards that are valued
in whole or in part by reference to, or are otherwise based on, Stock ("Other
Stock-Based Awards"), including, without limitation, performance shares,
convertible preferred stock, convertible debentures, exchangeable securities and
Stock awards or options valued by reference to Book Value, earnings per shares
or subsidiary performance, may be granted either alone or in addition to or in
tandem with Stock Options, Restricted Stock or Deferred Stock granted under the
Plan and/or cash awards made outside of the Plan.
Subject to the provisions of the Plan, the Committee shall have authority
to determine the persons to whom and the time or times at which such awards
shall be made, the number of shares of Stock to be awarded pursuant to such
awards, and all other conditions of the awards. The Committee may also provide
for the grant of Stock upon the completion of a specified performance period.
The provisions of other Stock-Based Awards need not be the same with
respect to each recipient.
(b) Term and Conditions. Other Stock-Based Awards made pursuant to this
Section 8 shall be subject to the following terms and conditions:
(i) Subject to the provisions of this Plan and the award agreement
referred to in Section 8(b)(v) below, shares subject to awards made under
this Section 8 may not be sold, assigned, transferred, pledged or otherwise
encumbered prior to the date on which the shares are issued, or, if later,
the date on which any applicable restriction, performance or deferral
period lapses.
(ii) Subject to the provisions of this Plan and the award agreement
and unless otherwise determined by the Committee at grant, the recipient of
an award under this Section 8 shall be entitled to receive, currently or on
a deferred basis, interest or dividends or interest or dividend equivalents
with respect to the number of shares covered by the award, as determined at
the time of the award by the Committee, in its sole discretion, and the
Committee may provide that such amounts (if any) shall be deemed to have
been reinvested in additional Stock or otherwise reinvested.
(iii) Any award under Section 8 and any Stock covered by any such
award shall vest or be forfeited to the extent so provided in the award
agreement, as determined by the Committee, in its sole discretion.
(iv) In the event of the participant's Retirement, Disability or
death, or in cases of special circumstances, the Committee may, in its sole
discretion, waive in whole or in part any or all of the remaining
limitations imposed hereunder (if any) with respect to any or all of an
award under this Section 8.
(v) Each award under this Section 8 shall be confirmed by, and subject
to the terms of, an agreement or other instrument by the Company and by the
participant.
(vi) Stock (including securities convertible into Stock) issued on a
bonus basis under this Section 8 may be issued for no cash consideration.
Stock (including securities convertible into Stock) purchased pursuant to a
purchase right awarded under this Section 8 shall be priced at least 50% of
the Fair Market Value of the Stock on the date of grant.
A-10
<PAGE> 12
SECTION 9. CHANGE IN CONTROL PROVISIONS
(a) Impact of Event. In the event of:
(1) a "Change in Control" as defined in Section 9(b) or
(2) a "Potential Change in Control" as defined in Section 9(c), but
only if and to the extent so determined by the Committee or the Board at or
after grant (subject to any right of approval expressly reserved by the
Committee or the Board at the time of such determination), the following
acceleration and valuation provisions shall apply:
(i) Any Stock Option awarded under the Plan not previously
exercisable and vested shall become fully exercisable and vested.
(ii) The restrictions and deferral limitations applicable to any
Restricted Stock, Deferred Stock and Other Stock-Based Awards, in each
case to the extent not already vested under the Plan, shall lapse and
such shares and awards shall be deemed fully vested.
(iii) The value of all outstanding Stock Options, Restricted Stock,
Deferred Stock and Other Stock-Based Awards, in each case to the extent
vested, shall, unless otherwise determined by the Committee in its sole
discretion at or after grant but prior to any Change in Control, be
cashed out on the basis of the "Change in Control Price" as defined in
Section 9(d) as of the date such Change in Control or such Potential
Change in Control is determined to have occurred or such other date as
the Committee may determine prior to the Change in Control.
(b) Definition of "Change in Control". For purposes of Section 9(a), a
"Change in Control" means the happening of any of the following:
(i) any person or entity, including a "group" as defined in Section
11(d)(3) of the Securities Exchange Act of 1934, other than the Company or
a wholly-owned subsidiary thereof or any employee benefit plan of the
Company or any of its Subsidiaries, becomes the beneficial owner of the
Company's securities having 20% or more of the combined voting power of the
then outstanding securities of the Company that may be cast for the
election of directors of the Company (other than as a result of an issuance
of securities initiated by the Company in the ordinary course of business);
or
(ii) as the result of, or in connection with, any cash tender or
exchange offer, merger or other business combination, sale of assets or
contested election, or any combination of the foregoing transactions less
than a majority of the combined voting power of the then outstanding
securities of the Company or any successor corporation or entity entitled
to vote generally in the election of the directors of the Company or such
other corporation or entity after such transaction are held in the
aggregate by the holders of the Company's securities entitled to vote
generally in the election of directors of the Company immediately prior to
such transaction; or
(iii) during any period of two consecutive years, individuals who at
the beginning of any such period constitute the Board cease for any reason
to constitute at least a majority thereof, unless the election, or the
nomination for election by the Company's stockholders, of each director of
the Company first elected during such period was approved by a vote of at
least two-thirds of the directors of the Company then still in office who
were directors of the Company at the beginning of any such period.
A-11
<PAGE> 13
(c) Definition of Potential Change in Control. For purposes of Section
9(a), a "Potential Change in Control" means the happening of any one of the
following:
(i) The approval by stockholders of an agreement by the Company, the
consummation of which would result in a Change in Control of the Company as
defined in Section 9(b); or
(ii) The acquisition of beneficial ownership, directly or indirectly,
by any entity, person or group (other than the Company or a Subsidiary or
any Company employee benefit plan (including any trustee of such plan
acting as such trustee)) of securities of the Company representing 5% or
more of the combined voting power of the Company's outstanding securities
and the adoption by the Board of Directors of a resolution to the effect
that a Potential Change in Control of the Company has occurred for purposes
of this Plan.
(d) Change in Control Price. For purposes of this Section 9, "Change in
Control Price" means the highest price per share paid in any transaction
reported on the National Association of Securities Dealers, Inc. -- National
Market System, or paid or offered in any bona fide transaction related to a
potential or actual Change in Control of the Company at any time during the 60
day period immediately preceding the occurrence of the Change in Control (or,
where applicable, the occurrence of the Potential Change in Control event), in
each case as determined by the Committee except that, in the case of Incentive
Stock Options and Stock Appreciation Rights relating to Incentive Stock Options,
such price shall be based only on transactions reported for the date on which
the optionee exercises such Stock Appreciation Rights (or Limited Stock
Appreciation Rights) or, where applicable, the date on which a cashout occurs
under Section 9(a)(iii).
(e) Annual Incentive Restricted Stock. Notwithstanding the foregoing or
any provision contained herein to the contrary, with respect to any restricted
stock award granted hereunder under any annual (as opposed to long-term)
incentive program adopted by the Company (including any such program which may
cover successive years), in the event of a Change in Control or Potential Change
in Control, the acceleration provisions set forth in (a)(2)(ii) above shall not
apply except to the extent that the performance objectives associated with such
shares of restricted stock have theretofore been met prior to any Change in
Control or Potential Change in Control.
SECTION 10. AMENDMENTS AND TERMINATION
The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made which would impair the rights of an
optionee or participant under a Stock Option, Restricted or Deferred Stock award
or Other Stock-Based Award theretofore granted, without the optionee's or
participant's consent or which, without the approval of the Company's
stockholders, would:
(a) except as expressly provided in this Plan, increase the total
number of shares reserved for the purpose of the Plan;
(b) change the pricing terms of Section 5(a);
(c) change the employees or class of employees eligible to participate
in the Plan; or
(d) extend the maximum option period under Section 5(b) of the Plan.
The Committee may amend the terms of any Stock Option or other award
theretofore granted, prospectively or retroactively, but, subject to Section 3
above, no such amendment shall impair the rights of any holder without the
holder's consent. The Committee may also substitute new Stock Options for
previously granted Stock Options (on a one for one or other basis), including
previously granted Stock Options having higher option exercise prices.
A-12
<PAGE> 14
Subject to the above provisions, the Board shall have broad authority to
amend the Plan to take into account changes in applicable securities and tax
laws and accounting rules, as well as other developments.
SECTION 11. UNFUNDED STATUS OF PLAN
The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
participant or optionee by the Company, nothing contained herein shall give any
such participant or optionee any rights that are greater than those of a general
creditor of the Company. In its sole discretion, the Committee may authorize the
creation of trusts or other arrangements to meet the obligations created under
the Plan to deliver Stock or payments in lieu of or with respect to awards
hereunder; provided, however, that, unless the Committee otherwise determines
with the consent of the affected participant, the existence of such trusts or
other arrangements is consistent with the "unfunded" status of the Plan.
SECTION 12. GENERAL PROVISIONS
(a) The Committee may require each person purchasing shares pursuant to a
Stock Option or other award under the Plan to represent to and agree with the
Company in writing that the optionee or participant is acquiring the shares
without a view to distribution thereof. The certificates for such shares may
include any legend which the Committee deems appropriate to reflect any
restrictions on transfer.
All certificates for shares of Stock or other securities delivered under
the Plan shall be subject to such stock-transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Stock is then listed, and any applicable Federal or state securities
law, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.
(b) Nothing contained in this Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder approval
if such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases.
(c) The adoption of the Plan shall not confer upon any employee of the
Company or any Subsidiary or Affiliate any right to continued employment with
the Company or a Subsidiary or Affiliate, as the case may be, nor shall it
interfere in any way with the right of the Company or a Subsidiary or Affiliate
to terminate the employment of any of its employees at any time.
(d) No later than the date as of which an amount first becomes includible
in the gross income of the participant for Federal income,tax purposes with
respect to any award under the Plan, the participant shall pay to the Company,
or make arrangements satisfactory to the Committee regarding the payment of, any
Federal, state, or local taxes of any kind required by law to be withheld with
respect to such amount. Unless otherwise determined by the Committee,
withholding obligations may be settled with Stock, including Stock that is part
of the award that gives rise to the withholding requirement. The obligations of
the Company under the Plan shall be conditional on such payment or arrangements
and the Company and its Subsidiaries or Affiliates shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to the participant.
(e) The actual or deemed reinvestment of dividends or dividend equivalents
in additional Restricted Stock (or in Deferred Stock or other types of Plan
awards) at the time of any dividend payment shall only be permissible if
sufficient shares of Stock are available under Section 3 for such
A-13
<PAGE> 15
reinvestment (taking into account then outstanding Stock Options, Stock Purchase
Rights and other Plan awards).
(f) The Plan and all awards made and actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of Tennessee.
(g) It is intended that the Plan shall comply in all respects with Rule
16b-3 (as amended from time to time and including any successor rule or
regulation) of the Securities and Exchange Commission, and in the event that any
provision of the Plan is determined by the Committee, upon advice of counsel, to
not comply with Rule 16b-3, the Committee shall be authorized to nullify and
void any such provision.
SECTION 13. EFFECTIVE DATE OF PLAN.
The Plan shall be effective as of April 19, 1991, upon the approval of the
Plan by a majority of the votes cast by the holders of the Company's Common
Stock at the 1991 annual shareholders' meeting.
SECTION 14. TERM OF PLAN.
No Stock Option, Restricted Stock award, Deferred Stock award or Other
Stock-Based Award shall be granted pursuant to the Plan on or after the tenth
anniversary of the date of stockholder approval, but awards granted prior to
such tenth anniversary may extend beyond that date.
A-14
<PAGE> 16
PART II
INCORPORATION BY REFERENCE
OF EARLIER REGISTRATION STATEMENTS
The following documents, heretofore filed by the Company with the
Securities and Exchange Commission, are hereby incorporated by reference herein:
The Company's Registration Statement on Form S-8 filed November 29, 1991
(Registration File No. 33-44286).
The Company's Registration Statement on Form S-8 filed April 25, 1994
(Registration File No. 33-53269).
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
NUMBER -----------
- -------
<S> <C>
5 - Opinion of Counsel, including Counsel's consent, concerning additional
securities registered hereunder.
23.1 - Consent of KPMG Peat Marwick LLP
23.2 - Consent of Mary Neil Price (included in Exhibit 5)
24 - Power of Attorney
</TABLE>
II-2
<PAGE> 17
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 Kingsport, Tennessee on April 17, 1997.
FIRST AMERICAN CORPORATION
(Registrant)
By: /s/
-------------------------------------
Dennis C. Bottorff
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 and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ President and Chief Executive April 17, 1997
- ------------------------------- Officer and Director
Dennis C. Bottorff
/s/ Executive Vice President - April 17, 1997
- ------------------------------- Administration, Secretary,
Martin E. Simmons Principal Financial Officer and
General Counsel
/s/ Executive Vice President, April 17, 1997
- ------------------------------- Principal Accounting Officer
Marvin J. Vannatta, Jr. and Controller
</TABLE>
II-3
<PAGE> 18
<TABLE>
<S> <C> <C>
/s/ Director April 17, 1997
- -------------------------------
Sam H. Anderson, Jr.*
/s/ Director April 17, 1997
- -------------------------------
Dennis C. Bottorff
/s/ Director April 17, 1997
- -------------------------------
Earnest W. Deavenport, Jr.*
/s/ Director April 17, 1997
- -------------------------------
Reginald D. Dickson*
/s/ Director April 17, 1997
- -------------------------------
James A. Haslam*
/s/ Director April 17, 1997
- -------------------------------
Martha R. Ingram*
Director April __, 1997
- -------------------------------
Walter G. Knestrick
/s/ Director April 17, 1997
- -------------------------------
Gene C. Koonce*
/s/ Director April 17, 1997
- -------------------------------
James R. Martin*
/s/ Director April 17, 1997
- -------------------------------
Robert A. McCabe, Jr.
/s/ Director April 17, 1997
- -------------------------------
Dale W. Polley
Director April __, 1997
- -------------------------------
Roscoe R. Robinson
/s/ Director April 17, 1997
- -------------------------------
James F. Smith, Jr.*
</TABLE>
II-4
<PAGE> 19
<TABLE>
<S> <C> <C>
/s/ Director April 17, 1997
- -------------------------------
Cal Turner, Jr.*
Director April __, 1997
- -------------------------------
Celia A. Wallace
/s/ Director April 17, 1997
- -------------------------------
Ted H. Welch*
/s/ Director April 17, 1997
- -------------------------------
David K. Wilson*
Director April __, 1997
- -------------------------------
Toby S. Wilt
/s/ Director April 17, 1997
- -------------------------------
William S. Wire, II*
/s/ April 17, 1997
- -------------------------------
* By Mary Neil Price,
Attorney in Fact
</TABLE>
The Plan
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this registration statement to be signed on its behalf by the unersigned,
thereunto duly authorized, in the city of Nashville, state of Tennessee, on
April 18, 1997.
/s/ First American Corporation
-----------------------------------
First American Corporation
1991 Employee Stock
Incentive Plan
By /s/ Melissa J. Buffington
---------------------------------
Melissa J. Buffington
Chairperson, Benefit Plan
Administration Committee
II-5
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
INDEX
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
5 . . . . . .Opinion of Counsel, including Counsel's consent, concerning
additional securities registered hereunder.
23.1 . . . . Consent of KPMG Peat Marwick LLP.
23.2 . . . . Consent of Mary Neil Price (included in Exhibit 5).
24 . . . . Power of Attorney
</TABLE>
II-6
<PAGE> 1
Exhibit 5
April 18, 1997
First American Corporation
First American Center
Nashville, Tennessee 37237
Ladies and Gentlemen:
As Executive Vice President, Deputy General Counsel and Assistant
Secretary of First American Corporation, a Tennessee corporation (the
"Company"), I have acted as counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") relating to the Company's
First American Corporation 1991 Employee Stock Incentive Plan (the "Plan) filed
by the Company with the Securities and Exchange Commission for the registration
under the Securities Act of 1933, as amended, of an additional 1,400,000 shares
of Common Stock, par value of $5.00 per share, of the Company ("Common Stock")
to be issuable pursuant to the Plan.
In so acting, I have examined and relied upon with such documents,
corporate records and other instruments as I have deemed necessary for the
purposes of this opinion, including the Plan, the corporate proceedings of First
American taken to adopt this amendment to the Plan, and the Registration
Statement, and I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals, and the conformity
to original documents of all documents submitted to me as certified or
photostatic copies.
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 Plan, 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/ Mary Neil Price
------------------------
Mary Neil Price
Executive Vice President
Deputy General Counsel
MNP/dcd
<PAGE> 1
Exhibit 23.1
Accountants' Consent
The Board of Directors
First American Corporation:
We consent to the use of our audit report dated January 16, 1997, on the
consolidated financial statements of First American Corporation and
subsidiaries as of December 31, 1996 and 1995, and for each of the years in the
three-year period ended December 31, 1996, contained in First American
Corporation's 1996 Annual Report on Form 10-K incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Nashville, Tennessee
April 18, 1997
<PAGE> 1
Exhibit 24
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/her true and lawful attorney-in-fact and agent for him/her and
on his/her behalf and in his/her 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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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/she himself/herself 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ Sam H. Anderson, Jr.
-----------------------------------
Sam H. Anderson, Jr.
Director
<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/her true and lawful attorney-in-fact and agent for him/her and
on his/her behalf and in his/her 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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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/she himself/herself 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ Earnest W. Deavenport, Jr.
----------------------------------
Earnest W. Deavenport, Jr.
Director
<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/her true and lawful attorney-in-fact and agent for him/her and
on his/her behalf and in his/her 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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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/she himself/herself 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ Reginald D. Dickson
------------------------------
Reginald D. Dickson
Director
<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/her true and lawful attorney-in-fact and agent for him/her and
on his/her behalf and in his/her 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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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/she himself/herself 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ James A. Haslam
-------------------------------
James A. Haslam
Director
<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/her true and lawful attorney-in-fact and agent for him/her and
on his/her behalf and in his/her 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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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/she himself/herself 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ Gene C. Koonce
--------------------------------
Gene C. Koonce
Director
<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/her true and lawful attorney-in-fact and agent for him/her and
on his/her behalf and in his/her 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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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/she himself/herself 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ James R. Martin
--------------------------------
James R. Martin
Director
<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/her true and lawful attorney-in-fact and agent for him/her and
on his/her behalf and in his/her 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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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/she himself/herself 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ Robert A. McCabe, Jr.
-------------------------------
Robert A. McCabe, Jr.
Director
<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/her true and lawful attorney-in-fact and agent for him/her and
on his/her behalf and in his/her 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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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/she himself/herself 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ Dale W. Polley
----------------------------------
Dale W. Polley
Director
<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/her true and lawful attorney-in-fact and agent for him/her and
on his/her behalf and in his/her 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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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/she himself/herself 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ Martha R. Ingram
------------------------------
Martha R. Ingram
Director
<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/her true and lawful attorney-in-fact and agent for him/her and
on his/her behalf and in his/her 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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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/she himself/herself 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ James F. Smith, Jr.
------------------------------
James F. Smith, Jr.
Director
<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/her true and lawful attorney-in-fact and agent for him/her and
on his/her behalf and in his/her 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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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/she himself/herself 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ Cal Turner, Jr.
------------------------------
Cal Turner, Jr.
Director
<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/her true and lawful attorney-in-fact and agent for him/her and
on his/her behalf and in his/her 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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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/she himself/herself 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ Ted H. Welch
----------------------------------
Ted H. Welch
Director
<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/her true and lawful attorney-in-fact and agent for him/her and
on his/her behalf and in his/her 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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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/she himself/herself 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ David K. Wilson
-------------------------------
David K. Wilson
Director
<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/her true and lawful attorney-in-fact and agent for him/her and
on his/her behalf and in his/her 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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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/she himself/herself 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ William S. Wire, II
--------------------------------
William S. Wire, II
Director
