<PAGE> 1
As filed with the Securities and Exchange Commission on November 30, 1998
Registration No. 333-66213
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8
TO REGISTRATION STATEMENT ON FORM S-4
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)
PIONEER BANCSHARES, INC.
1994 LONG-TERM INCENTIVE PLAN
(Full Title of Plan)
MARY NEIL PRICE, ESQ.
EXECUTIVE VICE PRESIDENT, CORPORATE SECRETARY
AND GENERAL COUNSEL
FIRST AMERICAN CORPORATION
FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37237-0721
(615) 748-2049
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
<PAGE> 2
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 Post-Effective
Amendment by reference as of their respective dates:
(1) The Company's Annual Report on Form 10-K, filed on March 27,
1998, as restated on Forms 8-K, filed on May 11, 1998 and July
14, 1998, for the year ended December 31, 1997.
(2) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998, June 30, 1998, and September 30, 1998,
filed on April 30, 1998, August 11, 1998 and November 13,
1998, respectively.
(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 description of the Company's Common Stock contained in the
Registration Statement on Form 8-A dated November 10, 1998,
filed by the Company to register such securities under the
Exchange Act.
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 superseded 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 supersedes such statement. Any
statement so modified or superseded shall not be deemed or to constitute a part
hereof except as so modified or superseded.
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
Mary Neil Price, Executive Vice President, General Counsel and Secretary of the
Company. At the time of her opinion, Ms. Price was the beneficial owner of
16,492 shares of Common Stock (including shares of Common Stock which may be
acquired upon the exercise of currently outstanding options).
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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 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 -- Pioneer Bancshares, Inc.'s 1994 Long-Term 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 Mary Neil Price (included as part of Exhibit 5).
24 -- Powers of Attorney.
II-2
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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 the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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
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payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
II-4
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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
Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Nashville, State of Tennessee, on November 30, 1998.
FIRST AMERICAN CORPORATION
(REGISTRANT)
BY: /s/ DENNIS C. BOTTORFF
-------------------------------
DENNIS C. BOTTORFF
CHAIRMAN AND CHIEF EXECUTIVE
OFFICER
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 has been
signed below by the following persons in the capacities and on the dates
indicated:
<TABLE>
<S> <C> <C>
PRINCIPAL OFFICERS:
/s/ DENNIS C. BOTTORFF Chairman and Chief November 25, 1998
- --------------------------------- Executive Officer
Dennis C. Bottorff
/s/ DALE W. POLLEY President November 25, 1998
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Dale W. Polley
/s/ ALLAN R. LANDON Executive Vice President
- --------------------------------- and Chief Financial Officer November 24, 1998
Allan R. Landon
/s/ M. JACK VANNATTA, JR. Executive Vice President November 24, 1998
- --------------------------------- and Principal Accounting
M. Jack Vannatta, Jr. Officer
DIRECTORS:
/s/ DENNIS C. BOTTORFF November 25, 1998
- ---------------------------------
Dennis C. Bottorff
/s/ EARNEST W. DEAVENPORT, JR.* November 25, 1998
- ---------------------------------
Earnest W. Deavenport, Jr.
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ REGINALD D. DICKSON* November 25, 1998
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Reginald D. Dickson
/s/ JAMES A. HASLAM II* November 25, 1998
- ---------------------------------
James A. Haslam II
/s/ WARREN A. HOOD, JR.* November 25, 1998
- ---------------------------------
Warren A. Hood, Jr.
/s/ MARTHA R. INGRAM* November 25, 1998
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Martha R. Ingram
/s/ WALTER G. KNESTRICK* November 25, 1998
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Walter G. Knestrick
/s/ GENE C. KOONCE* November 25, 1998
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Gene C. Koonce
/s/ JAMES R. MARTIN* November 25, 1998
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James R. Martin
/s/ ROBERT A. MCCABE, JR.* November 25, 1998
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Robert A. McCabe, Jr.
/s/ HOWARD L. MCMILLAN, JR.* November 25, 1998
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Howard L. McMillan, Jr.
/s/ JOHN N. PALMER* November 25, 1998
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John N. Palmer
/s/ DALE W. POLLEY November 25, 1998
- ---------------------------------
Dale W. Polley
/s/ E.B. ROBINSON, JR.* November 25, 1998
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E.B. Robinson, Jr.
/s/ ROSCOE R. ROBINSON* November 25, 1998
- ---------------------------------
Roscoe R. Robinson, M.D.
/s/ JAMES F. SMITH, JR.* November 25, 1998
- ---------------------------------
James F. Smith, Jr.
/s/ CAL TURNER, JR.* November 25, 1998
- ---------------------------------
Cal Turner, Jr.
/s/ CELIA A. WALLACE* November 25, 1998
- ---------------------------------
Celia A. Wallace
/s/ TED H. WELCH* November 25, 1998
- ---------------------------------
Ted H. Welch
/s/ J. KELLEY WILLIAMS* November 25, 1998
- ---------------------------------
J. Kelley Williams
</TABLE>
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<TABLE>
<S> <C> <C>
November __, 1998
- ---------------------------------
David K. Wilson
/s/ TOBY S. WILT* November 25, 1998
- ---------------------------------
Toby S. Wilt
/s/ WILLIAM S. WIRE II* November 25, 1998
- ---------------------------------
William S. Wire II
*By: /s/ MARY NEIL PRICE
---------------------------- November 25, 1998
Mary Neil Price
Attorney in Fact
</TABLE>
<PAGE> 9
EXHIBIT INDEX
INDEX
NUMBER DESCRIPTION
- ------ -----------
4 Pioneer Bancshares, Inc.'s 1994 Long-Term Incentive Plan.
5 Opinion of Counsel, including Counsel's consent concerning securities
registered pursuant to the Registration Statement on Form S-4.
15 Letter re: unaudited interim financial information.
23.1 Consent of KPMG Peat Marwick LLP, independent auditors.
23.2 Consent of Mary Neil Price (included as part of Exhibit 5).
24 Powers of Attorney.
<PAGE> 1
EXHIBIT 4
PIONEER BANCSHARES, INC.
1994 LONG-TERM INCENTIVE PLAN
ARTICLE I
GENERAL
1.1 PURPOSE OF THE PLAN.
The purpose of the Pioneer Bancshares, Inc. 1994 Long-Term Incentive
Plan (the "Plan") is to assist Pioneer Bancshares, Inc. (the "Company") in
securing and retaining key employees of outstanding ability by making it
possible to offer them an increased incentive to join or continue in the service
of the Company and to increase their efforts for its welfare by participating in
the ownership and growth of the Company.
1.2 DEFINITIONS.
(a) "Award" means an Option, SAR or a STAR.
(b) "Board of Directors" or "Board" means the Board of Directors of the
Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Committee" means the committee referred to in Section 1.3.
(e) "Common Stock" means the common stock of the Company, having a par
value of $.01 per share and one vote per share.
(f) "Detached Stock Appreciation Right" or STAR" shall have the meaning
stated in Article V of the Plan.
(g) "Fair Market Value" means the closing "asked" price of the Common
Stock in the over-the-counter market on the day on which such value is to be
determined or, if such "asked" price is not available, the last sales price on
such day or, if no shares of Common Stock were traded on such day, on the next
preceding day on which the shares were traded, as reported by the National
Association of Securities Dealers, Inc. Automatic quotation System (NASDAQ) or
other national quotation service. If the Common Stock is listed on a national
securities exchange, "fair market value" means the closing price of the Common
Stock on such national securities exchange on the day on which such value is to
be determined or, if no shares of Common Stock were traded on such day, on the
next preceding day on which shares were traded, as reported by National
Quotation Bureau, Inc. or other national quotation service. If at any time
shares of Common Stock are not traded on an exchange or in the over-the-counter
market, Fair Market Value shall be the value determined by the Board of
Directors or Committee administering the Plan, taking into consideration those
factors affecting or reflecting value which they deem appropriate, and which may
include any independent valuation of the Common Stock prepared for or on behalf
of any Company benefit plan.
(h) "Grantee" means a Key Employee to whom an Award is granted under
the Plan.
<PAGE> 2
(i) "Incentive Stock Option" means an option to purchase shares of
Common Stock which is intended to qualify as an incentive stock option as
defined in Section 422A of the Code.
(j) "Key Employee" means any person, including officers and directors,
in the regular employment of the Company or its Subsidiaries who is designated a
Key Employee by the Committee and is or is expected to be primarily responsible
for the management, growth, or supervision of some part or all of the business
of the Company or its Subsidiaries. The power to determine who is and who is not
a Key Employee is reserved solely for the Committee.
(k) "Nonqualified Stock Option" means an option to purchase shares of
Common Stock which is not intended to qualify as an Incentive Stock Option as
defined in Section 422A of the Code.
(l) "Option" means an Incentive Stock Option or a Nonqualified Stock
Option.
(m) "Parent" means any corporation which qualifies as a parent of a
corporation under the definition of "parent corporation" contained in Section
425(e) of the Code.
(n) "Stock Appreciation Right" shall have the meaning stated in Article
IV of the Plan.
(o) "Subsidiary" means any corporation which qualifies as a subsidiary
of a corporation under the definition of "subsidiary corporation" contained in
Section 425(f) of the Code.
(p) "Term" means the period during which a particular Award may be
exercised as determined by the Committee and as provided in the award agreement.
1.3 ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Stock Option Committee (the
"Committee") appointed by the Board of Directors consisting of at least three
members from the Board of Directors. No person while a member of the Committee
shall be eligible to participate in the Plan. Subject to the control of the
Board, the Committee shall have the power to interpret and apply the Plan and to
make regulations for carrying out its purpose. More particularly, the Committee
shall determine which Key Employees shall be granted Awards under the Plan, the
number of shares subject to each Award, the Term of each Award, and any
restrictions on the exercise of each Award. When granting Options, the Committee
shall determine the price per share under each Option and shall designate each
Option as either an Incentive Stock Option or a Nonqualified Stock Option. The
Committee shall also designate whether the Option is granted with Stock
Appreciation Rights. Determinations by the Committee under the Plan (including,
without limitation, determinations of the person to receive Awards, the form,
amount and timing of such Awards, and the terms and provisions of such Awards
and the agreements evidencing same) need not be uniform and may be made by it
selectively among persons who receive, or are eligible to receive, Awards under
the Plan, whether or not such persons are similarly situated.
1.4 SHARES SUBJECT TO THE PLAN
The total number of shares that (i) may be purchased pursuant to
Options, (ii) are represented by STARs, or (iii) are transferred pursuant to the
exercise of Stock Appreciation Rights under the Plan shall not exceed 100,000
shares of Common Stock. Shares subject to the Awards which terminate or expire
prior to exercise shall be available for future Awards. Shares represented by an
unexercised Option surrendered upon an exercise of Stock Appreciation Rights
including, without duplication, any shares
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<PAGE> 3
issued in payment of any Stock Appreciation Rights, shall be deducted from the
aggregate number of shares subject to this Plan and shall not be available for
further Awards hereunder. Similarly, shares represented by exercised STARs shall
also be deducted from the aggregate number of shares subject to this Plan and
shall be unavailable for future grants of Awards. Shares issued pursuant to the
Plan may be either unissued shares of Common Stock or reacquired shares of
Common Stock held in treasury.
1.5 TERMS AND CONDITIONS OF AWARDS
All Awards shall be evidenced by agreements in such form as the
Committee shall approve from time to time subject to the provisions of Article
II, Article III, Article IV, or Article V as appropriate, and the following
provisions:
(a) Exercise. The Committee shall determine whether the Award
shall be exercisable in full at any time during the Term or in
cumulative or noncumulative installments during the Term.
(b) Payment. Payment for Awards shall be made in such manner
and at such time or times as shall be provided in the award agreement,
including cash, Common Stock of the Company which was previously
acquired by the Grantee, or any combination thereof. The Fair Market
Value of the surrendered Common Stock as of the date of exercise shall
be determined in valuing Common Stock used in payment for Awards.
(c) Nontransferability. No Award granted under the Plan shall
be transferable other than by will or by the laws of descent and
distribution. During the lifetime of the Grantee, an Award shall be
exercisable only by the Grantee.
(d) Additional Provisions. Each award agreement may contain
such other terms and conditions not inconsistent with the provisions of
the Plan as the Committee may deem appropriate from time to time,
including, but not limited to, a cash award for any federal tax
liability suffered by the Grantee upon the grant and/or exercise of an
Award.
1.6 STOCK ADJUSTMENTS; MERGERS.
(a) If any change is made in the stock subject to the Plan, or subject
to any option granted under the Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or otherwise), the Plan and outstanding
options will be automatically and appropriately adjusted, including the maximum
number of shares subject to the Plan and the number of shares and price per
share of stock subject to outstanding options.
(b) In the event of: (i) a merger or consolidation in which the Company
is not the surviving corporation; (ii) a reverse merger in which the Company is
the surviving corporation but the shares of the Company's common stock
outstanding immediately preceding the merger are converted by virtue of the
merger into other property, whether in the form of securities, cash other
otherwise; or (iii) any other capital reorganization in which more than fifty
percent (50%) of the shares of the Company entitled to vote are exchanged, then
any surviving corporation shall assume any options outstanding under the Plan or
shall substitute similar options for those outstanding under the Plan. If there
is no surviving corporation, all outstanding options shall expire.
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<PAGE> 4
1.7 NOTIFICATION OF EXERCISE.
Awards shall be exercised by written notice directed to the Secretary
of the Company at the principal executive offices of the Company. Such written
notice shall be accompanied by any payment required pursuant to Section 1.5(b).
Exercise by a Grantee's heir or the representative of his estate shall be
accompanied by evidence of his authority to so act in form reasonably
satisfactory to the Company.
1.8 EMPLOYMENT STATUS.
A Grantee's employment shall be deemed to terminate on the last date
for which he receives a regular wage or salary payment. Whether military,
government or other service or other leave of absence shall constitute a
termination of employment shall be determined in each case by the Committee at
its discretion, and any determination by the Committee shall be final and
conclusive. A termination of employment shall not occur where the Grantee
transfers employment from the Company to one of its Subsidiaries, from a
Subsidiary to the Company or between Subsidiaries.
ARTICLE II
INCENTIVE STOCK OPTIONS
2.1 TERMS OF INCENTIVE STOCK OPTIONS.
In addition to the requirements of Section 1.5, Incentive Stock Options
shall be subject to the following provisions:
(a) Term. Each Incentive Stock Option granted under the Plan
shall be exercisable only during a Term fixed by the Committee;
provided, however, that the Term shall end no later than 10 years after
the date the Incentive Stock Option is granted.
(b) Exercise Price. The exercise price of an Incentive Stock
Option shall not be less than the Fair Market Value of the Common Stock
at the time the Option is granted.
(c) Termination of Employment. A Grantee's Incentive Stock
Option shall expire on the earlier of the expiration of (i) the date
specified in the award agreement which in no event shall be later than
three months after the termination of the Grantee's employment for any
reason other than death or disability (as defined in Section 422A(c)(7)
of the Code), or (ii) the Term specified in Section 2.1(a). In the
event of exercise of the Incentive Stock Option after termination of
employment, the Grantee may exercise the Incentive Stock Option only
with respect to the shares which could have been purchased by the
Grantee at the date of termination of employment. However, the
Committee may, but is not required to, waive any requirements made
pursuant to Section 1.5(a) so that some or all of the shares subject to
the Incentive Stock Option may be exercised within the time limitation
described in this subsection.
(d) Death or Disability. Upon termination of a Grantee's
employment by reason of death or disability (as determined by the
Committee consistent with the definition of Section 422A(c)(7) of the
Code), the Incentive Stock Option shall expire on the earlier of the
expiration of (i) the date specified n the award agreement which in no
event shall be later than 12 months after the date of such termination,
or (ii) the Term specified in Section 2.1(a). The Grantee or his
successor in interest, as the case may be, may exercise the Incentive
Stock Option only as to the
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<PAGE> 5
shares which could have been purchased by the Grantee at the date of
his termination of employment. However, the Committee may, but is not
required to, waive any requirements made pursuant to Section 1.5(a) so
that some or all of the shares subject to the Incentive Stock Option
may be exercised within the time limitation described in this
subsection.
2.2 LIMITATION ON OPTIONS.
If at the time an Incentive Stock Option is granted, an employee owns
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of his employer corporation or of its Parent or any of
its Subsidiaries, as determined using the attribution rules of Section 425(d) of
the Code, then the terms of the Incentive Stock Option shall specify that the
option price shall be at least 110% of the Fair Market Value of the stock
subject to the Incentive Stock Option and such Incentive Stock Option shall not
be exercisable after the expiration of five years from the date such Incentive
Stock Option is granted.
2.4 INTERPRETATION.
In interpreting this Article II of the Plan and the provisions of
individual award agreement, the Committee and the Board shall be governed by the
principles and requirements of Sections 421, 422A and 425 of the Code, and
applicable Treasury Regulations.
ARTICLE III
NONQUALIFIED STOCK OPTIONS
3.1 TERMS AND CONDITIONS OF OPTIONS.
In addition to the requirements of Section 1.5, Nonqualified Stock
Options shall be subject to the following provisions:
(a) Term. Each Nonqualified Stock Option granted under the
Plan shall be exercisable only during a Term fixed by the Committee.
(b) Termination of Employment. The Committee in its discretion
may provide, either upon the original grant of a Nonqualified Stock
Option or in an amendment to an Incentive or Nonqualified Stock Option,
that an Option may be exercisable during a Term that does not expire
upon the expiration of three months following a Grantee's termination
of employment (one year in the case of termination as a result of death
or disability), but in no event later than the Term specified in
Section 3.1(a) above.
(c) Exercise Price. The Company may elect to grant
Nonqualified Stock Options at a price less than the Fair Market Value
of the Common Stock at the time the Option is granted.
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<PAGE> 6
3.2 SECTION 83(b) ELECTION.
The company recognizes that certain persons who receive Nonqualified
Stock Options may be subject to restrictions regarding their right to trade
Common Stock under applicable securities laws. Such may cause Grantee's
exercising such Options not to be taxable under the provisions of Section 83(c)
of the Code. Accordingly, Grantees exercising such Nonqualified Stock Options
may consider making an election to be taxed upon exercise of the Option under
Section 83(b) of the Code and to effect such election will file such election
with the Internal Revenue Service within thirty (30) days of exercise of the
Nonqualified Stock Option and otherwise in accordance with applicable Treasury
Regulations.
ARTICLE IV
STOCK APPRECIATION RIGHTS
4.1 TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS.
Stock Appreciation Rights ("SARs") may be, but are not required to be,
granted by the Committee in connection with grant of an Option. All SARs shall
be in such form as the Committee may from time to time determine and shall be
subject to the following terms and conditions:
(a) Term and Exercise. A SAR shall be exercisable only (i)
with the approval of the Committee, (ii) during the Term of the Option
to which it relates, (iii) at such times as the Option to which it
relates is exercisable, and (iv) if the Fair Market Value of the Common
Stock subject to the Option surrendered (on the date surrendered) minus
the aggregate option price of the Common Stock subject to the Option
surrendered is a positive amount.
(b) Payment. In the event the Committee agrees to permit
exercise of the SAR, the Grantee shall surrender to the Company the
right to exercise the Option with respect to a specified number of
shares as to which the Option is then exercisable. In return, the
Grantee shall receive from the Company no more than an amount payable
in cash and/or in shares of Common Stock (as determined by the
Committee after considering the request of the Grantee) equal to the
difference between the Fair Market Value of Common Stock as to which
the Grantee has surrendered the Option and the exercise price with
respect thereto. In the event the Committee determines to tender shares
of Common Stock in full or partial payment of the SAR, the number of
shares to be issued to the Grantee shall be based on the Fair Market
Value of the shares as of the date of exercise of the SAR. No
fractional shares shall be issued to Grantees upon exercise of an SAR.
Instead, the Company shall pay the Grantee the value of such fractional
share based upon the Fair Market Value of a share on the date the SAR
is exercised.
(c) Nontransferability. An SAR granted under the Plan shall be
transferable only when the Option to which it relates is transferable.
4.2 OTHER TERMS AND CONDITIONS.
Award agreements reflecting Stock Appreciation Rights which are granted
under the Plan may contain such other conditions not inconsistent with the
provisions of the Plan as the Committee may deem appropriate from time to time.
-6-
<PAGE> 7
4.3 NOTIFICATION OF REQUEST TO EXERCISE.
The Grantee shall request the committee's approval to exercise a Stock
Appreciation Right by written notice to the Secretary of the Company at the
principal executive offices of the Company. Such written notice shall state the
number of shares subject to the Option for which approval of the exercise of the
SAR is requested and the Grantee's preferred form of payment of the SAR, as
hereinafter provided. The Grantee may indicate his or her preference to receive
payment of the SAR in cash or in Common Stock or in a combination thereof.
Notwithstanding anything to the contrary contained herein, the Committee shall
have absolute discretion in determining whether the request for approval of the
exercise of the SAR shall be approved and, if such approval is given, whether
payment shall be made in cash or Common Stock or in a combination thereof.
Within 30 days after the delivery to the Secretary of the Grantee's
request to exercise the SAR as provided above, the Committee shall inform the
Grantee in writing of its determination by personal delivery of such written
determination to the Grantee or by mailing its written determination to the
Grantee by certified or registered mail, return receive requested. The Grantee
must act on any approved exercise of an SAR within 30 days after the date of
such determination by the Committee (or such longer period as may be permitted
by the Committee) and in accordance with the terms approved by the Committee.
Exercise shall be by written notice actually delivered, or mailed by certified
or registered mail, return receipt requested, to the Secretary of the Company at
the principal executive offices of the Company.
4.4 EFFECT OF EXERCISE.
Upon exercise of a Stock appreciation Right, the Option to which it
relates shall lapse with respect to the shares as to which the SAR is exercised
and such shares shall not be available for further grant of Options hereunder.
ARTICLE V
DETACHED STOCK APPRECIATION RIGHTS
5.1 PURPOSE.
The purpose of this Article V is to provide a means whereby the
Committee may grant Stock Appreciation Rights to Key Employees without granting
Options in connection with such Stock Appreciation Rights.
5.2 ADMINISTRATION.
The Committee shall determine which Key Employees shall be granted
STARs and the number of STARs granted to such employees in accordance with
Section 1.3 of the Plan. Each grant of a STAR shall be communicated to the Key
Employee within thirty (30) days after the date such STAR is granted.
5.3 TERMS AND CONDITIONS OF STARS.
In addition to the requirements of Section 1.5, STARs shall be subject
to the following provisions:
(a) Vesting Schedule. The Committee shall determine whether
STARs are fully vested upon grant or whether the STARs shall vest in
whole or in part over a specific time period.
-7-
<PAGE> 8
(b) Exercise. The Committee shall determine whether the STARs
are exercisable immediately, exercisable in installments, or
exercisable after a specified waiting period. The Committee shall also
determine if the STARs expire if not exercised within a specified
period. In no event, however, shall a STAR be exercisable prior to six
months following the grant of such STAR.
(c) Forfeiture. The Committee shall determine those events
which will result in the forfeiture of nonvested STARs and what events,
if any, would result in the forfeiture of vested STARs. Forfeiture
events could include (but are not limited to) voluntary or involuntary
termination of employment, death or disability.
5.4 EXERCISE.
STARs may be exercised, to the extent exercisable by the terms of the
related award agreement, by written notice directed to the Secretary of the
Company at the Company's principal executive offices. Such written notice shall
indicate the number of shares subject to the STAR that the Key Employee is
exercising. The written notice shall be by hand delivery or mailed by registered
or certified mail, return receipt requested.
5.5 PAYMENT.
Upon exercise of a STAR, the Key Employee shall be entitled to receive
a payment equal to the economic value of such STAR. The economic value of each
individual STAR shall equal the Fair Market Value of one share of Common Stock
on the date such STAR is exercised, reduced by the Fair Market Value of one
share of Common Stock on the date such STAR is granted to the Key Employee. The
economic value of all STARs exercised by the Key Employee shall be the economic
value of each STAR as determined in the preceding sentence multiplied by the
number of STARs exercised.
5.6 NATURE OF STARS.
STARs shall be used solely as a device for the measurement and
determination of the amount to be paid to Key Employees upon exercise of the
STAR. STARs shall not constitute or be treated as property or a trust fund of
any kind and nothing in this Article V shall require the Company to fund or to
segregate any of its assets to pay its obligations hereunder. Key Employees
shall have only the right of a general unsecured creditor of the Company with
respect to any STARs granted under this Plan.
ARTICLE VI
ADDITIONAL PROVISIONS
6.1 STOCKHOLDER APPROVAL.
The Plan shall be submitted for the approval of the stockholders of the
Company at the first annual meeting of stockholders held subsequent to the
approval of the Plan by the Board of Directors and in all events within one year
of its approval by the Board of Directors. If at said meeting the stockholders
of the Company do not approve the Plan, the Plan shall terminate and all
outstanding Awards shall become void. No Awards granted pursuant to the Plan
shall be exercisable prior to approval of the Plan by the stockholders of the
Company.
-8-
<PAGE> 9
6.2 COMPLIANCE WITH OTHER LAWS AND REGULATIONS.
The Plan, the grant and exercise of Awards hereunder, and the
obligation of the Company to sell and deliver shares under such Awards, shall be
subject to all applicable Federal and state laws, rules, and regulations and to
such approvals by any government or regulatory agency as may be required. The
Company shall not be required to issue or deliver any certificates for shares of
Common Stock prior to (a) the listing of such shares on any stock exchange on
which the Common Stock may then be listed and (b) the completion of any
registration or qualification of such shares under any Federal or state law, or
any ruling or regulation of any government body which the Company shall, in its
sole discretion, determine to be necessary or advisable.
6.3 AMENDMENTS.
The Board of Directors may discontinue the Plan at any time, and may
amend it from time to time, but no amendment, without approval by stockholders,
may (a) increase the total number of shares which may be issued under the Plan
or to any individual under the Plan, (b) reduce the price for shares which may
be purchased pursuant to Options under Articles II and III of the Plan, (c)
extend the period during which Awards may be granted, or (d) change the class of
employees to whom Awards may be granted, except as provided in Section 1.6.
Other than as expressly permitted under the Plan, no outstanding Award may be
revoked or altered in a manner unfavorable to the Grantee without the consent of
the Grantee.
6.4 NO RIGHTS AS SHAREHOLDER.
No Grantee shall have any rights as a shareholder with respect to any
shares subject to his or her Award prior to the date of issuance to him or her
of a certificate or certificates for such shares.
6.5 WITHHOLDING.
Whenever the Company proposes or is required to issue or transfer
shares of Common Stock under the Plan, the Company shall have the right to
require the Grantee to remit to the Company an amount sufficient to satisfy any
Federal, state or local withholding tax liability prior to the delivery of any
certificate or certificates for such shares. Whenever under the Plan payments
are to be made in cash, such payments shall be made net of an amount sufficient
to satisfy any Federal, state, or local withholding tax liability.
6.6 CONTINUED EMPLOYMENT NOT PRESUMED.
This Plan and any document describing this Plan and the grant of any
Award hereunder shall not give any Grantee or other employee a right to
continued employment by the Company or its Subsidiaries or affect the right of
the Company or its Subsidiaries to terminate the employment of any such person
with or without cause.
6.7 EFFECTIVE DATE; DURATION.
The Plan shall become effective as of May 4, 1994 subject to
stockholder approval pursuant to Section 6.1 and shall expire on May 4, 2004. No
Awards may be granted under the Plan after such expiration date, but Awards
granted on or before that date may be exercised according to the terms of the
award agreements and shall continue to be governed by and interpreted consistent
with the terms hereof.
-9-
<PAGE> 1
EXHIBIT 5
November 25, 1998
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 relating to the registration of shares
of Pioneer Bancshares, Inc. ("PBI") employee benefit plans in connection with
the Company's acquisition of PBI as I have deemed necessary for the purposes of
this opinion, including PBI's 1994 Long-Term Incentive Plan (the "Plan"), the
corporate proceedings of First American taken to issue its Common Stock pursuant
to the Plan, and Post-Effective Amendment No. 1 on Form S-8 (the "Post-Effective
Amendment") to the Registration Statement on Form S-4 (File No. 333-66213) under
the Securities Act of 1933 filed by First American with the Securities and
Exchange Commission relating to the shares of First American common stock, par
value of $2.50 per share ("Common Stock"), to be distributed under the Plan.
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
Post-Effective Amendment.
Very truly yours,
/s/ MARY NEIL PRICE
Mary Neil Price
<PAGE> 1
EXHIBIT 15
The Board of Directors
First American Corporation
Nashville, Tennessee
Ladies and Gentlemen:
Re: Registration Statement No. 33-66213
With respect to the subject registration statement, we acknowledge our awareness
of the use therein of our reports dated October 15, July 16, 1998 and April 16,
1998 of AU 722 reports 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
KPMG Peat Marwick LLP
Nashville, Tennessee
November 20, 1998
<PAGE> 1
EXHIBIT 23.1
ACCOUNTANTS' CONSENT
The Board of Directors
First American Corporation:
We consent to the use of our audit report dated July 10, 1998, on the
consolidated financial statements of First American Corporation and subsidiaries
as of December 31, 1997 and 1996, and for each of the years in the three-year
period ended December 31, 1997, contained in First American Corporation's Form
8-K dated July 14, 1998 incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Nashville, Tennessee
November 20, 1998
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or executive officer of First American Corporation, a corporation organized
under the laws of the State of Tennessee (the "Corporation"), hereby constitutes
and appoints Mary Neil Price and Dale W. Polley, and each of them (with full
power to each of them to act alone), his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him or her and on his or her behalf and in his or 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) a
Registration Statement on Form S-4 (or any other appropriate form), any 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 under the Securities Act of 1933, as amended, of shares of the
Corporation's common stock authorized to be issued in connection with the
Corporation's acquisition of Pioneer Bancshares, Inc., 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 or she
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 and/or officer has
hereunto set his or her hand as of the date specified.
Dated: July 16, 1998
/s/ EARNEST W. DEAVENPORT, JR.
-----------------------------------------
Name: Earnest W. Deavenport, Jr.
Director,
First American Corporation
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or executive officer of First American Corporation, a corporation organized
under the laws of the State of Tennessee (the "Corporation"), hereby constitutes
and appoints Mary Neil Price and Dale W. Polley, and each of them (with full
power to each of them to act alone), his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him or her and on his or her behalf and in his or 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) a
Registration Statement on Form S-4 (or any other appropriate form), any 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 under the Securities Act of 1933, as amended, of shares of the
Corporation's common stock authorized to be issued in connection with the
Corporation's acquisition of Pioneer Bancshares, Inc., 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 or she
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 and/or officer has
hereunto set his or her hand as of the date specified.
Dated: July 16, 1998
/s/ REGINALD H. DICKSON
-----------------------------------------
Name: Reginald H. Dickson
Director,
First American Corporation
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or executive officer of First American Corporation, a corporation organized
under the laws of the State of Tennessee (the "Corporation"), hereby constitutes
and appoints Mary Neil Price and Dale W. Polley, and each of them (with full
power to each of them to act alone), his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him or her and on his or her behalf and in his or 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) a
Registration Statement on Form S-4 (or any other appropriate form), any 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 under the Securities Act of 1933, as amended, of shares of the
Corporation's common stock authorized to be issued in connection with the
Corporation's acquisition of Pioneer Bancshares, Inc., 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 or she
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 and/or officer has
hereunto set his or her hand as of the date specified.
Dated: July 16, 1998
/s/ JAMES A. HASLAM, II
-----------------------------------------
Name: James A. Haslam, II
Director,
First American Corporation
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or executive officer of First American Corporation, a corporation organized
under the laws of the State of Tennessee (the "Corporation"), hereby constitutes
and appoints Mary Neil Price and Dale W. Polley, and each of them (with full
power to each of them to act alone), his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him or her and on his or her behalf and in his or 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) a
Registration Statement on Form S-4 (or any other appropriate form), any 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 under the Securities Act of 1933, as amended, of shares of the
Corporation's common stock authorized to be issued in connection with the
Corporation's acquisition of Pioneer Bancshares, Inc., 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 or she
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 and/or officer has
hereunto set his or her hand as of the date specified.
Dated: July 16, 1998
/s/ WARREN A. HOOD, JR.
-----------------------------------------
Name: Warren A. Hood, Jr.
Director,
First American Corporation
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or executive officer of First American Corporation, a corporation organized
under the laws of the State of Tennessee (the "Corporation"), hereby constitutes
and appoints Mary Neil Price and Dale W. Polley, and each of them (with full
power to each of them to act alone), his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him or her and on his or her behalf and in his or 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) a
Registration Statement on Form S-4 (or any other appropriate form), any 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 under the Securities Act of 1933, as amended, of shares of the
Corporation's common stock authorized to be issued in connection with the
Corporation's acquisition of Pioneer Bancshares, Inc., 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 or she
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 and/or officer has
hereunto set his or her hand as of the date specified.
Dated: July 16, 1998
/s/ MARTHA R. INGRAM
-----------------------------------------
Name: Martha R. Ingram
Director,
First American Corporation
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or executive officer of First American Corporation, a corporation organized
under the laws of the State of Tennessee (the "Corporation"), hereby constitutes
and appoints Mary Neil Price and Dale W. Polley, and each of them (with full
power to each of them to act alone), his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him or her and on his or her behalf and in his or 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) a
Registration Statement on Form S-4 (or any other appropriate form), any 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 under the Securities Act of 1933, as amended, of shares of the
Corporation's common stock authorized to be issued in connection with the
Corporation's acquisition of Pioneer Bancshares, Inc., 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 or she
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 and/or officer has
hereunto set his or her hand as of the date specified.
Dated: July 16, 1998
/s/ WALTER G. KNESTRICK
-----------------------------------------
Name: Walter G. Knestrick
Director,
First American Corporation
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or executive officer of First American Corporation, a corporation organized
under the laws of the State of Tennessee (the "Corporation"), hereby constitutes
and appoints Mary Neil Price and Dale W. Polley, and each of them (with full
power to each of them to act alone), his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him or her and on his or her behalf and in his or 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) a
Registration Statement on Form S-4 (or any other appropriate form), any 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 under the Securities Act of 1933, as amended, of shares of the
Corporation's common stock authorized to be issued in connection with the
Corporation's acquisition of Pioneer Bancshares, Inc., 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 or she
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 and/or officer has
hereunto set his or her hand as of the date specified.
Dated: July 16, 1998
/s/ GENE C. KOONCE
-----------------------------------------
Name: Gene C. Koonce
Director,
First American Corporation
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or executive officer of First American Corporation, a corporation organized
under the laws of the State of Tennessee (the "Corporation"), hereby constitutes
and appoints Mary Neil Price and Dale W. Polley, and each of them (with full
power to each of them to act alone), his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him or her and on his or her behalf and in his or 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) a
Registration Statement on Form S-4 (or any other appropriate form), any 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 under the Securities Act of 1933, as amended, of shares of the
Corporation's common stock authorized to be issued in connection with the
Corporation's acquisition of Pioneer Bancshares, Inc., 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 or she
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 and/or officer has
hereunto set his or her hand as of the date specified.
Dated: July 16, 1998
/s/ JAMES R. MARTIN
-----------------------------------------
Name: James R. Martin
Director,
First American Corporation
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or executive officer of First American Corporation, a corporation organized
under the laws of the State of Tennessee (the "Corporation"), hereby constitutes
and appoints Mary Neil Price and Dale W. Polley, and each of them (with full
power to each of them to act alone), his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him or her and on his or her behalf and in his or 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) a
Registration Statement on Form S-4 (or any other appropriate form), any 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 under the Securities Act of 1933, as amended, of shares of the
Corporation's common stock authorized to be issued in connection with the
Corporation's acquisition of Pioneer Bancshares, Inc., 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 or she
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 and/or officer has
hereunto set his or her hand as of the date specified.
Dated: July 16, 1998
/s/ ROBERT A. MCCABE, JR.
-----------------------------------------
Name: Robert A. McCabe, Jr.
Director,
First American Corporation
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or executive officer of First American Corporation, a corporation organized
under the laws of the State of Tennessee (the "Corporation"), hereby constitutes
and appoints Mary Neil Price and Dale W. Polley, and each of them (with full
power to each of them to act alone), his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him or her and on his or her behalf and in his or 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) a
Registration Statement on Form S-4 (or any other appropriate form), any 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 under the Securities Act of 1933, as amended, of shares of the
Corporation's common stock authorized to be issued in connection with the
Corporation's acquisition of Pioneer Bancshares, Inc., 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 or she
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 and/or officer has
hereunto set his or her hand as of the date specified.
Dated: July 16, 1998
/s/ HOWARD L. MCMILLAN, JR.
-----------------------------------------
Name: Howard L. McMillan, Jr.
Director,
First American Corporation
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or executive officer of First American Corporation, a corporation organized
under the laws of the State of Tennessee (the "Corporation"), hereby constitutes
and appoints Mary Neil Price and Dale W. Polley, and each of them (with full
power to each of them to act alone), his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him or her and on his or her behalf and in his or 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) a
Registration Statement on Form S-4 (or any other appropriate form), any 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 under the Securities Act of 1933, as amended, of shares of the
Corporation's common stock authorized to be issued in connection with the
Corporation's acquisition of Pioneer Bancshares, Inc., 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 or she
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 and/or officer has
hereunto set his or her hand as of the date specified.
Dated: July 16, 1998
/s/ JOHN N. PALMER
-----------------------------------------
Name: John N. Palmer
Director,
First American Corporation
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or executive officer of First American Corporation, a corporation organized
under the laws of the State of Tennessee (the "Corporation"), hereby constitutes
and appoints Mary Neil Price and Dale W. Polley, and each of them (with full
power to each of them to act alone), his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him or her and on his or her behalf and in his or 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) a
Registration Statement on Form S-4 (or any other appropriate form), any 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 under the Securities Act of 1933, as amended, of shares of the
Corporation's common stock authorized to be issued in connection with the
Corporation's acquisition of Pioneer Bancshares, Inc., 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 or she
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 and/or officer has
hereunto set his or her hand as of the date specified.
Dated: July 16, 1998
/s/ E.B. ROBINSON, JR.
-----------------------------------------
Name: E.B. Robinson, Jr.
Director,
First American Corporation
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or executive officer of First American Corporation, a corporation organized
under the laws of the State of Tennessee (the "Corporation"), hereby constitutes
and appoints Mary Neil Price and Dale W. Polley, and each of them (with full
power to each of them to act alone), his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him or her and on his or her behalf and in his or 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) a
Registration Statement on Form S-4 (or any other appropriate form), any 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 under the Securities Act of 1933, as amended, of shares of the
Corporation's common stock authorized to be issued in connection with the
Corporation's acquisition of Pioneer Bancshares, Inc., 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 or she
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 and/or officer has
hereunto set his or her hand as of the date specified.
Dated: July 16, 1998
/s/ ROSCOE R. ROBINSON
-----------------------------------------
Name: Roscoe R. Robinson
Director,
First American Corporation
<PAGE> 14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or executive officer of First American Corporation, a corporation organized
under the laws of the State of Tennessee (the "Corporation"), hereby constitutes
and appoints Mary Neil Price and Dale W. Polley, and each of them (with full
power to each of them to act alone), his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him or her and on his or her behalf and in his or 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) a
Registration Statement on Form S-4 (or any other appropriate form), any 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 under the Securities Act of 1933, as amended, of shares of the
Corporation's common stock authorized to be issued in connection with the
Corporation's acquisition of Pioneer Bancshares, Inc., 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 or she
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 and/or officer has
hereunto set his or her hand as of the date specified.
Dated: July 16, 1998
/s/ JAMES F. SMITH, JR.
-----------------------------------------
Name: James F. Smith, Jr.
Director,
First American Corporation
<PAGE> 15
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or executive officer of First American Corporation, a corporation organized
under the laws of the State of Tennessee (the "Corporation"), hereby constitutes
and appoints Mary Neil Price and Dale W. Polley, and each of them (with full
power to each of them to act alone), his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him or her and on his or her behalf and in his or 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) a
Registration Statement on Form S-4 (or any other appropriate form), any 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 under the Securities Act of 1933, as amended, of shares of the
Corporation's common stock authorized to be issued in connection with the
Corporation's acquisition of Pioneer Bancshares, Inc., 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 or she
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 and/or officer has
hereunto set his or her hand as of the date specified.
Dated: July 16, 1998
/s/ CAL TURNER, JR.
-----------------------------------------
Name: Cal Turner, Jr.
Director,
First American Corporation
<PAGE> 16
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or executive officer of First American Corporation, a corporation organized
under the laws of the State of Tennessee (the "Corporation"), hereby constitutes
and appoints Mary Neil Price and Dale W. Polley, and each of them (with full
power to each of them to act alone), his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him or her and on his or her behalf and in his or 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) a
Registration Statement on Form S-4 (or any other appropriate form), any 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 under the Securities Act of 1933, as amended, of shares of the
Corporation's common stock authorized to be issued in connection with the
Corporation's acquisition of Pioneer Bancshares, Inc., 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 or she
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 and/or officer has
hereunto set his or her hand as of the date specified.
Dated: July 16, 1998
/s/ CELIA A. WALLACE
-----------------------------------------
Name: Celia A. Wallace
Director,
First American Corporation
<PAGE> 17
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or executive officer of First American Corporation, a corporation organized
under the laws of the State of Tennessee (the "Corporation"), hereby constitutes
and appoints Mary Neil Price and Dale W. Polley, and each of them (with full
power to each of them to act alone), his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him or her and on his or her behalf and in his or 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) a
Registration Statement on Form S-4 (or any other appropriate form), any 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 under the Securities Act of 1933, as amended, of shares of the
Corporation's common stock authorized to be issued in connection with the
Corporation's acquisition of Pioneer Bancshares, Inc., 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 or she
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 and/or officer has
hereunto set his or her hand as of the date specified.
Dated: July 16, 1998
/s/ TED H. WELCH
-----------------------------------------
Name: Ted H. Welch
Director,
First American Corporation
<PAGE> 18
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or executive officer of First American Corporation, a corporation organized
under the laws of the State of Tennessee (the "Corporation"), hereby constitutes
and appoints Mary Neil Price and Dale W. Polley, and each of them (with full
power to each of them to act alone), his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him or her and on his or her behalf and in his or 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) a
Registration Statement on Form S-4 (or any other appropriate form), any 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 under the Securities Act of 1933, as amended, of shares of the
Corporation's common stock authorized to be issued in connection with the
Corporation's acquisition of Pioneer Bancshares, Inc., 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 or she
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 and/or officer has
hereunto set his or her hand as of the date specified.
Dated: July 16, 1998
/s/ J. KELLEY WILLIAMS
-----------------------------------------
Name: J. Kelley Williams
Director,
First American Corporation
<PAGE> 19
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or executive officer of First American Corporation, a corporation organized
under the laws of the State of Tennessee (the "Corporation"), hereby constitutes
and appoints Mary Neil Price and Dale W. Polley, and each of them (with full
power to each of them to act alone), his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him or her and on his or her behalf and in his or 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) a
Registration Statement on Form S-4 (or any other appropriate form), any 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 under the Securities Act of 1933, as amended, of shares of the
Corporation's common stock authorized to be issued in connection with the
Corporation's acquisition of Pioneer Bancshares, Inc., 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 or she
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 and/or officer has
hereunto set his or her hand as of the date specified.
Dated: July 16, 1998
/s/ TOBY S. WILT
-----------------------------------------
Name: Toby S. Wilt
Director,
First American Corporation
<PAGE> 20
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or executive officer of First American Corporation, a corporation organized
under the laws of the State of Tennessee (the "Corporation"), hereby constitutes
and appoints Mary Neil Price and Dale W. Polley, and each of them (with full
power to each of them to act alone), his or her true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him or her and on his or her behalf and in his or 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) a
Registration Statement on Form S-4 (or any other appropriate form), any 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 under the Securities Act of 1933, as amended, of shares of the
Corporation's common stock authorized to be issued in connection with the
Corporation's acquisition of Pioneer Bancshares, Inc., 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 or she
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 and/or officer has
hereunto set his or her hand as of the date specified.
Dated: July 16, 1998
/s/ WILLIAM S. WIRE, II
-----------------------------------------
Name: William S. Wire, II
Director,
First American Corporation
