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
200,000 shares of the Corporation's Common Stock, par value $0.625 per share,
pursuant to the First Tennessee National Corporation 2002 Bank Director and
Advisory Board Member Deferral 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                 November 15, 2001
- ------------------------------      and Chief Executive Officer
Ralph Horn                          and a Director (principal
                                    executive officer)

Elbert L. Thomas, Jr.               Executive Vice President              November 15, 2001
- ------------------------------      and Chief Financial Officer
Elbert L. Thomas, Jr.               (principal financial officer)

James F. Keen                       Senior Vice President and             November 15, 2001
- ------------------------------      Corporate Controller (principal
James F. Keen                       accounting officer)

Robert C. Blattberg                 Director                              November 15, 2001
- ------------------------------
Robert C. Blattberg

Carlos H. Cantu                     Director                              November 15, 2001
- ------------------------------
Carlos H. Cantu




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George E. Cates                     Director                              November 15, 2001
- ------------------------------
George E. Cates

J. Kenneth Glass                    Director                              November 15, 2001
- ------------------------------
J. Kenneth Glass

James A. Haslam, III                Director                              November 15, 2001
- ------------------------------
James A. Haslam, III

John C. Kelley, Jr.                 Director                              November 15, 2001
- ------------------------------
John C. Kelley, Jr.

R. Brad Martin                      Director                              November 15, 2001
- ------------------------------
R. Brad Martin

Joseph Orgill, III                  Director                              November 15, 2001
- ------------------------------
Joseph Orgill, III

Vicki R. Palmer                     Director                              November 15, 2001
- ------------------------------
Vicki R. Palmer

Michael D. Rose                     Director                              November 15, 2001
- ------------------------------
Michael D. Rose

William B. Sansom                   Director                              November 15, 2001
- ------------------------------
William B. Sansom

Luke Yancy, III                     Director                              November 15, 2001
- ------------------------------
Luke Yancy, III



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