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                                                                      EXHIBIT 24


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint ELBERT L. THOMAS, JR., JAMES F.
KEEN, CLYDE A. BILLINGS, JR., and MILTON A. GUTELIUS, JR., jointly and each of
them severally, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to execute and sign the
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933, by First
Tennessee National Corporation ("Corporation") relating to the issuance of
5,000,000 additional shares of the Corporation's Common Stock, par value $0.625
per share, pursuant to the First Tennessee National Corporation 1997 Employee
Stock Option Plan ("Plan") and, further, to execute and sign any and all pre-
effective and post-effective amendments thereto and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, or their or his or her substitute or substitutes, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all the acts that said attorneys-in-fact and agents, or any of them,
or their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.



Signature                           Title                                        Date
- ---------                           -----                                        ----

                                                                           
Ralph Horn                          Chairman of the Board, President             December 31, 2000
- -----------------------------       and Chief Executive Officer and a
Ralph Horn                          Director (principal executive officer)


Elbert L. Thomas, Jr.               Executive Vice President and                 December 31, 2000
- -----------------------------       Chief Financial Officer
Elbert L. Thomas, Jr.               (principal financial officer)


James F. Keen                       Senior Vice President and                    December 31, 2000
- -----------------------------       Corporate Controller (principal
James F. Keen                       accounting officer)

                                    Director                                     December   , 2000
- -----------------------------
Robert C. Blattberg


Carlos H. Cantu                     Director                                     December 31, 2000
- -----------------------------
Carlos H. Cantu




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George E. Cates                     Director                            December 31, 2000
- -----------------------------
George E. Cates


J. Kenneth Glass                    Director                            December 31, 2000
- -----------------------------
J. Kenneth Glass


James A. Haslam, III                Director                            December 31, 2000
- -----------------------------
James A. Haslam, III


John C. Kelley, Jr.                 Director                            December 31, 2000
- -----------------------------
John C. Kelley, Jr.


R. Brad Martin                      Director                            December 31, 2000
- -----------------------------
R. Brad Martin


Joseph Orgill, III                  Director                            December 31, 2000
- -----------------------------
Joseph Orgill, III


Vicki R. Palmer                     Director                            December 31, 2000
- -----------------------------
Vicki R. Palmer


Michael D. Rose                     Director                            December 31, 2000
- -----------------------------
Michael D. Rose


William B. Sansom                   Director                            December 31, 2000
- -----------------------------
William B. Sansom





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