<PAGE> 1
As filed with the Securities and Exchange Commission on August 5, 1999
Registration No. 333-_____
================================================================================
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
BROAD-BASED EMPLOYEE
STOCK OPTION 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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
Title of Securities Amount to be Proposed Proposed Amount of
to be Registered(1) Maximum Maximum Registration
Registered Offering Aggregate Fee
Price Unit (2) Offering Price (2)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 700,000 $37.00 $25,900,000 $7,200.20
value $2.50 share
==========================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, this
Registration Statement also covers an additional indeterminate number
of shares, which by reason of certain events specified in the Plan may
become subject to the Plan.
(2) Estimated solely for the purpose of determining the amount of the
registration fee. Such estimate has been calculated in accordance with
Rule 457(h) of the Securities Act of 1933, as amended, pursuant to
which the registration fee is based on the price at which the options
awarded under the Plan may be exercised.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE
10 (a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Documents containing the information required by Part I of this
Registration Statement will be sent or given to the participants in the First
American Corporation Broad-Based Employee Stock Option Plan in accordance with
Rule 428(b)(1). In accordance with Rule 424 and in reliance on Rule 428, such
documents are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements.
II-1
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
First American Corporation (the "Company" or the "Registrant") 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 Commission also maintains an Internet world web site
that contains reports, proxy statements and other information about issuers,
like the Company, who file electronically with the Commission. The address of
the site is http://www.sec.gov.
The following documents are hereby incorporated in this Registration
Statement by reference as of their respective dates:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999.
(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 Rights Agreement dated as of July 16, 1998 between First
American Corporation and First Chicago Trust Company of New York,
as Rights Agent, as Exhibit 1 under Item 2 on the Company's Form
8-A filed November 10, 1998.
(5) The Company reported entering into an Agreement and Plan of
Merger with AmSouth Bancorporation and a wholly owned subsidiary
of AmSouth Bancorporation under Item 5 on Form 8-K filed on June
3, 1999.
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 to constitute a part
hereof except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable, as the Company's common stock, par value, $2.50 per
share (the "Common Stock") is registered under Section 12 of the 1934 Act.
II-2
<PAGE> 4
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
27,171 shares of Common Stock (including shares of Common Stock which may be
acquired upon the exercise of currently outstanding options).
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if (i) such person acted in good faith;
(ii) in the case of conduct in an official capacity, he reasonably believed such
conduct was in the corporation's best interests; (iii) in all other cases, he
reasonably believed that his conduct was not opposed to the best interests of
the corporation; and (iv) in connection with any criminal proceeding, such
person had no reasonable cause to believe his conduct was unlawful. In actions
brought by or in the right of the corporation, however, the TBCA provides that
no indemnification may be made if the director or officer was adjudged to be
liable to the corporation. The TBCA also provides that in connection with any
proceedings charging improper personal benefit to an officer or director, no
indemnification may be made if such officer or director is adjudged liable on
the basis that personal benefit was improperly received. Notwithstanding the
foregoing, the TBCA provides that a court of competent jurisdiction, upon
application, may order that an officer or director be indemnified for reasonable
expenses if, in consideration of all relevant circumstances, the court
determines that such individual is fairly and reasonably entitled to
indemnification, notwithstanding the fact that (i) he was adjudged liable to the
corporation in a proceeding by or in the right of the corporation; (ii) he was
adjudged liable on the basis that personal benefit was improperly received by
him; or (iii) he breached his duty of care to the corporation.
The Registrant's Restated Charter, as amended, provides that to the
fullest extent permitted by law no director shall be personally liable to the
Registrant or its shareholders for monetary damages for breach of any fiduciary
duty as a director. Under the TBCA, this charter provision relieves the
Registrant's directors from personal liability to the Registrant or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except for liability arising from (i) any breach of the director's duty of
loyalty, (ii) acts or omissions 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
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C> <C>
4 -- First American Corporation Broad-Based Employee Stock Option Plan.
*4.1 -- Amended and Restated Charter of the Company effective April
21, 1998, and corrections thereto, previously filed as Exhibit
3.1 to the Company's Form 10-Q for the quarter ending March
31, 1998.
</TABLE>
II-3
<PAGE> 5
<TABLE>
<S> <C> <C>
*4.2 -- By-Laws of the Company currently in effect as amended
September 17, 1998, previously filed as Exhibit 3.2 to the
Company's Form 10-Q for the quarter ending September 30, 1998.
*4.3 -- Rights Agreement dated as of July 16, 1998 between First
American Corporation and First Chicago Trust Company of New
York, as Rights Agent, previously filed as Exhibit 1 under
Item 2 on the Company's Form 8-A filed November 10, 1998.
5 -- Opinion of Mary Neil Price, Esq.
15 -- Letter from KPMG LLP regarding unaudited interim financial information.
23.1 -- Consent of KPMG LLP, independent auditors.
23.2 -- Consent of Mary Neil Price (included as part of Exhibit 5).
24 -- Powers of Attorney.
</TABLE>
* Incorporated herein by reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change in such information in the
Registration Statement;
provided, however, that subparagraphs (i) and (ii) above, do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment
by those subparagraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
II-4
<PAGE> 6
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-5
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nashville, State of Tennessee, on July 27, 1999.
FIRST AMERICAN CORPORATION
(REGISTRANT)
BY: /s/ DENNIS C. BOTTORFF
----------------------------
DENNIS C. BOTTORFF
CHAIRMAN, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated:
PRINCIPAL OFFICERS:
<TABLE>
<S> <C> <C>
/s/ DENNIS C. BOTTORFF Chairman, President and Chief July 27, 1999
- ---------------------------------------- Executive Officer
Dennis C. Bottorff
/s/ ALLAN R. LANDON Executive Vice President, July 27, 1999
- ---------------------------------------- Chief Financial Officer and
Allan R. Landon Principal Financial Officer
/s/ M. JACK VANNATTA, JR. Executive Vice President and July 27, 1999
- ---------------------------------------- Controller
M. Jack Vannatta, Jr.
DIRECTORS:
/s/ DENNIS C. BOTTORFF
- ---------------------------------------- July 27, 1999
Dennis C. Bottorff
- ---------------------------------------- July __, 1999
George M. Clark, III
/s/ EARNEST W. DEAVENPORT, JR. *
- ---------------------------------------- July 27, 1999
Earnest W. Deavenport, Jr.
/s/ REGINALD D. DICKSON*
- ---------------------------------------- July 27, 1999
Reginald D. Dickson
/s/ JAMES A. HASLAM II*
- ---------------------------------------- July 27, 1999
James A. Haslam II
/s/ WARREN A. HOOD, JR.*
- ---------------------------------------- July 27, 1999
Warren A. Hood, Jr.
- ---------------------------------------- July __, 1999
Martha R. Ingram
/s/ WALTER G. KNESTRICK*
- ---------------------------------------- July 27, 1999
Walter G. Knestrick
</TABLE>
<PAGE> 8
<TABLE>
<S> <C> <C>
/s/ GENE C. KOONCE*
- ---------------------------------------- July 27, 1999
Gene C. Koonce
/s/ JAMES R. MARTIN*
- ---------------------------------------- July 27, 1999
James R. Martin
/s/ ROBERT A. MCCABE, JR.*
- ---------------------------------------- July 27, 1999
Robert A. McCabe, Jr.
- ---------------------------------------- July __, 1999
John N. Palmer
/s/ DALE W. POLLEY*
- ---------------------------------------- July 27, 1999
Dale W. Polley
- ---------------------------------------- July __, 1999
E. B. Robinson, Jr.
- ---------------------------------------- July __, 1999
Roscoe R. Robinson, M.D.
/s/ JAMES F. SMITH, JR.*
- ---------------------------------------- July 27, 1999
James F. Smith, Jr.
- ---------------------------------------- July __, 1999
Cal Turner, Jr.
/s/ CELIA A. WALLACE*
- ---------------------------------------- July 27, 1999
Celia A. Wallace
/s/ TED H. WELCH*
- ---------------------------------------- July 27, 1999
Ted H. Welch
/s/ J. KELLEY WILLIAMS*
- ---------------------------------------- July 27, 1999
J. Kelley Williams
/s/ TOBY S. WILT*
- ---------------------------------------- July 27, 1999
Toby S. Wilt
/s/ WILLIAM S. WIRE, III*
- ---------------------------------------- July 27, 1999
William S. Wire, III
*By: /s/ MARY NEIL PRICE July 27, 1999
- ----------------------------------------
Mary Neil Price
Attorney in Fact
</TABLE>
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
INDEX
NUMBER DESCRIPTION
- ------ -----------
<S> <C> <C>
4 -- First American Corporation Broad-Based Employee Stock Option Plan.
*4.1 -- Amended and Restated Charter of the Company effective April
21, 1998, and corrections thereto, previously filed as Exhibit 3.1 to
the Company's Form 10-Q for the quarter ending March 31, 1998.
*4.2 -- By-Laws of the Company currently in effect as amended September 17,
1998, previously filed as Exhibit 3.2 to the Company's Form 10-Q for
the quarter ending September 30, 1998.
*4.3 -- Rights Agreement dated as of July 16, 1998 between First American
Corporation and First Chicago Trust Company of New York, as Rights
Agent, previously filed as Exhibit 1 under Item 2 on the Company's
Form 8-A filed November 10, 1998.
5 -- Opinion of Mary Neil Price, Esq.
15 -- Letter from KPMG LLP regarding unaudited interim financial information.
23.1 -- Consent of KPMG LLP, independent auditors.
23.2 -- Consent of Mary Neil Price (included as part of Exhibit 5).
24 -- Powers of Attorney.
</TABLE>
* Incorporated herein by reference.
<PAGE> 1
EXHIBIT 4
FIRST AMERICAN CORPORATION
BROAD-BASED EMPLOYEE STOCK OPTION PROGRAM
SECTION 1. PURPOSE; DEFINITIONS
The purpose of the First American Corporation Broad-Based Employee
Stock Option Plan (the "Plan") is to reward employees following the
accomplishment of significant events or goals as determined by the Committee and
to strengthen the mutuality of interests between employees at all levels of the
organization and the Company's shareholders through the offering of
Non-Qualified Stock Options.
For purposes of this 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. "Code" means the Internal Revenue Code of 1986, as amended from
time, and any successor thereto.
D. "Committee" means the Human Resources Committee of the First
American Corporation Board of Directors.
E. "Company" means First American Corporation, a corporation
organized under the laws of the State of Tennessee, or any
successor corporation.
F. "Date of Exercise" means the date on which the Plan Administrator
receives notice of the exercise of an Option in accordance with
the terms of Section 5.
G. "Date of Grant" means the date on which an Option is granted
under the Plan.
H. "Disability" means long-term disability as determined under
procedures established by the Committee for purposes of this
Plan.
I. "Eligible Employee" means any full-time or eligible part-time
employee of the Company, or Subsidiary or Affiliate of the
Company (excluding executives eligible to receive restricted
stock grants under the Long-term Incentive Plan as authorized by
the 1991 Employee Stock Incentive Plan).
1
<PAGE> 2
J. "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 New York Stock Exchange.
K. "Non-Qualified Stock Option" means a Stock Option that is not an
Incentive Stock Option within the meaning of Section 422 of the
Code.
L. "Normal Retirement" means retirement from active employment with
the Company or any Subsidiary or Affiliate on or after age 65.
M. "Early Retirement" means retirement from active employment with
the Company or any Subsidiary or Affiliate on or after age 55
with ten qualified years of service.
N. "Option Period" means the period during which an Option may be
exercised.
O. "Option Price" means the price per share at which an Option may
be exercised. The Option Price shall be determined by the
Committee, provided, however, that the Option Price shall not be
less than the Fair Market Value as of the Date of Grant.
P. "Optionee" means an Eligible Employee to whom an Option has been
granted.
Q. "Plan" means this First American Corporation Broad-Based Employee
Stock Option Plan.
R. "Stock" means the Common Stock of the Company.
S. "Stock Option" or "Option" means any option to purchase shares of
Stock granted pursuant to Section 5 below.
SECTION 2. ADMINISTRATION
The Plan shall be administered by the Committee and the Committee shall
have plenary authority, in its discretion, to award Options to Eligible
Employees, subject to the provisions of the Plan. The Committee shall have the
authority and discretion, subject to the provisions of the Plan, to determine
the terms of all Options, which Eligible Employees shall receive grants of
options, any provisions related to vesting, any circumstances in which Options
terminate or Shares may be repurchased by the Company, the period during which
Options may be exercised and any other restrictions on Options.
Subject to the provisions of the Plan, the Committee shall have plenary
authority to construe and interpret the Plan and the Agreements, to prescribe,
amend and rescind rules and regulations relating to the Plan and to make all
other determinations deemed necessary or advisable for the administration of the
Plan, including but not limited to, any determination to accelerate the vesting
of outstanding Options. 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 finding on all persons, including the Company and Plan
participants.
2
<PAGE> 3
SECTION 3. STOCK SUBJECT TO PLAN
The total number of shares of Stock reserved and available for
distribution under the Plan shall be 2,500,000. Such shares may consist, in
whole or in part, of authorized and unissued shares.
Subject to Section 5 below, if an Option expires or terminates for any
reason without having been fully exercised, the unissued Shares which had been
subject to such Option shall become available for the grant of additional
Options 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, class and/or Option Price of shares subject to
outstanding Options 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 Option shall always be a whole number.
SECTION 4. ELIGIBILITY
All full-time and eligible part-time employees of the Company and its
Subsidiaries and Affiliates (but excluding executives eligible to receive
restricted stock grants under the Long-Term Incentive Plan) are eligible to be
granted Options under the Plan.
SECTION 5. STOCK OPTIONS
Options granted under the Plan shall be Non-Qualified Stock Options.
Each Option granted under the Plan shall be evidenced by a grant letter issued
to the optionee that specifies the terms and conditions of the grant.
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 shall be not less than 100% of the Fair Market
Value of the Stock at grant.
(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 after the date the Options is granted.
(c) Option Exercise. An Option may, subject to the terms of the grant
letter under which it is granted, be exercised in whole or in
part by the delivery to the Company (or third party administrator
designated by the Company) of written notice of the exercise, in
such Stock Option plan form as the Committee may prescribe,
accompanied by full payment of the Option Price for the Shares
with respect to which the Option is exercised. Payment of the
aggregate Option Price for the Shares with respect to
3
<PAGE> 4
which an Option is being exercised shall be made in cash or may
be made, in whole or in part, by the delivery (including
constructive delivery, to the extent permitted by the Committee)
to the Company of Shares (which Shares shall be valued at Fair
Market Value on the Date of Exercise), provided that if such
Shares were acquired by the Optionee pursuant to the exercise of
a stock option granted under this Plan or any plan maintained by
the Company, such Shares must have been held by the Optionee for
at least six months.
SECTION 6. RESTRICTIONS ON TRANSFER
Options shall not be transferable other than by will or the laws of
descent and distribution in accordance with Section 7 (a) hereof and all Options
shall be exercisable, during the Optionee's lifetime, only by the Optionee.
SECTION 7. TERMINATION OF OPTIONS
(a) Termination by Death. If an Optionee's employment by the Company
or 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 in its
sole discretion at or after such time of death, 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 shorter.
(b) Termination by Reason of Disability. If an Optionee's employment
by the Company or any Subsidiary or Affiliate terminates by
reason of Disability, 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 the date of such
termination 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, 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 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.
(c) Termination by Reason of Retirement. If an Optionee's employment
by the Company or 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
such Retirement for a period of one year from the date of such
termination of employment or the expiration of the stated term of
such Stock Option, whichever period is shorter; provided,
however, that, if the Optionee dies within such one year period,
any unexercised
4
<PAGE> 5
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 shorter.
(d) 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 or 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 or 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.
SECTION 8. CHANGE IN CONTROL PROVISIONS
(a) Impact of Event. In the event of:
(1) a "Change in Control" as defined in Section 8 (b) or
(2) a "Potential Change in Control" as defined in Section 8 (b),
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 value of all outstanding Stock Options, to the
extent vested, shall, unless otherwise determined by
the Committee or Board 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) of the First
American Corporation 1991 Employee Stock Incentive
Plan, as amended from time to time, 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 8 (a),
"Change in Control" and "Potential Change in Control" shall be
defined in the same manner as these terms are defined in Section
9 (d) of the First American Corporation 1991 Employee Stock
Incentive Plan as amended from time to time.
5
<PAGE> 6
SECTION 9. 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 his permitted successor under a Stock Option theretofore granted,
without the Optionee's consent.
SECTION 10. GENERAL PROVISIONS
(a) 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.
(b) 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.
SECTION 11. EFFECTIVE DATE OF PLAN
The Plan was effective as of January 21, 1999 following approval of the
Plan by the Board of Directors.
SECTION 12. TERM OF PLAN
Unless terminated sooner by the Board, the Plan shall terminate ten
years after its effective date under Section 11, and no Options may be granted
after such date, but awards granted prior to such tenth anniversary may extend
beyond that date.
SECTION 13. WITHHOLDING
The Company's obligation to deliver Shares or pay any amount pursuant
to the terms of any Option shall be subject to the satisfaction of applicable
federal, state and local tax withholding requirements.
6
<PAGE> 1
EXHIBIT 5
July 27, 1999
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 the First American Corporation Broad-Based Employee Stock Option Plan (the
"Plan") as I have deemed necessary for the purposes of this opinion, including
the Plan, the corporate proceedings of First American taken to issue its common
stock, par value $2.50 per share ("Common Stock") pursuant to the Plan, and the
Registration Statement on Form S-8 (the "Registration Statement") filed by First
American with the Securities and Exchange Commission for the registration under
the Securities Act of 1933, as amended, of 700,000 shares of 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
Registration Statement.
Very truly yours,
/s/ MARY NEIL PRICE
Mary Neil Price
<PAGE> 1
EXHIBIT 15
The Board of Directors
First American Corporation:
Ladies and Gentlemen:
Re: Registration Statement S-8
With respect to the subject registration statement, we acknowledge our awareness
of the use therein of our report dated April 15, 1999 related to our reviews of
interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such report is 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 LLP
KPMG LLP
Nashville, Tennessee
August 2, 1999
<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 21, 1999, on the
consolidated financial statements of First American Corporation and subsidiaries
as of December 31, 1998 and 1997, and for each of the years in the three-year
period ended December 31, 1998, contained in First American Corporation's Form
10-K incorporated herein by reference.
/s/ KPMG LLP
KPMG LLP
Nashville, Tennessee
August 2, 1999
<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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has hereunto
set his/her hand as of the date specified.
Dated: January 21, 1999 /s/EARNEST W. DEAVENPORT, JR.
--------------------------------------
Earnest W. Deavenport, Jr.
<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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /s/REGINALD D. DICKSON
---------------------------------
Reginald D. Dickson
<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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /s/JAMES A. HASLAM, II
---------------------------------
James A. Haslam, II
<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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /s/WARREN A. HOOD, JR.
----------------------------------
Warren A. Hood, Jr.
<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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /s/WALTER G. KNESTRICK
---------------------------------
Walter G. Knestrick
<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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /s/GENE C. KOONCE
------------------------------
Gene C. Koonce
<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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /s/JAMES R. MARTIN
------------------------------
James R. Martin
<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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /s/ROBERT A. MCCABE, JR.
-----------------------------------
Robert A. McCabe, Jr.
<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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /s/DALE W. POLLEY
---------------------------------
Dale W. Polley
<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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /s/JAMES F. SMITH, JR.
-----------------------------------
James F. Smith, Jr.
<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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /s/CELIA A. WALLACE
---------------------------------
Celia A. Wallace
<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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /s/TED H. WELCH
---------------------------------
Ted H. Welch
<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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /s/J. KELLEY WILLIAMS
---------------------------------
J. Kelley Williams
<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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /s/TOBY S. WILT
---------------------------------
Toby S. Wilt
<PAGE> 15
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First American Corporation, a corporation organized under the laws of
the State of Tennessee ("Company"), hereby constitutes and appoints MARY NEIL
PRICE, and/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /s/WILLIAM S. WIRE, II
---------------------------------
William S. Wire
