1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First American Corporation, a corporation organized under the laws of
the State of Tennessee ("Company"), hereby constitutes and appoints MARY NEIL
PRICE and MARTIN E. SIMMONS and each of them (with full power of each of them to
act alone), his true and lawful attorney-in-fact and agent for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file with the Securities and Exchange Commission, the Office of
Thrift Supervision, or any other governmental or regulatory authority, one or
more Registration Statements on Form S-4 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's common stock under the Securities Act of 1933 and under the rules and
regulations of the Office of Thrift Supervision in connection with the Company's
acquisition of Charter Federal Savings Bank and Heritage Federal 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 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 hand as of the date specified.
Dated: August 9, 1995 /s/ SAMUEL E. BEALL, III
--------------------------------------------
Samuel E. Beall, III
2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First American Corporation, a corporation organized under the laws of
the State of Tennessee ("Company"), hereby constitutes and appoints MARY NEIL
PRICE and MARTIN E. SIMMONS and each of them (with full power of each of them to
act alone), his true and lawful attorney-in-fact and agent for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file with the Securities and Exchange Commission, the Office of
Thrift Supervision, or any other governmental or regulatory authority, one or
more Registration Statements on Form S-4 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's common stock under the Securities Act of 1933 and under the rules and
regulations of the Office of Thrift Supervision in connection with the Company's
acquisition of Charter Federal Savings Bank and Heritage Federal 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 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 hand as of the date specified.
Dated: August 4, 1995 /s/ DENNIS C. BOTTORFF
--------------------------------------------
Dennis C. Bottorff
3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First American Corporation, a corporation organized under the laws of
the State of Tennessee ("Company"), hereby constitutes and appoints MARY NEIL
PRICE and MARTIN E. SIMMONS and each of them (with full power of each of them to
act alone), his true and lawful attorney-in-fact and agent for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file with the Securities and Exchange Commission, the Office of
Thrift Supervision, or any other governmental or regulatory authority, one or
more Registration Statements on Form S-4 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's common stock under the Securities Act of 1933 and under the rules and
regulations of the Office of Thrift Supervision in connection with the Company's
acquisition of Charter Federal Savings Bank and Heritage Federal 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 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 hand as of the date specified.
Dated: August 6, 1995 /s/ EARNEST W. DEAVENPORT, JR.
--------------------------------------------
Earnest W. Deavenport, Jr.
4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First American Corporation, a corporation organized under the laws of
the State of Tennessee ("Company"), hereby constitutes and appoints MARY NEIL
PRICE and MARTIN E. SIMMONS and each of them (with full power of each of them to
act alone), his true and lawful attorney-in-fact and agent for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file with the Securities and Exchange Commission, the Office of
Thrift Supervision, or any other governmental or regulatory authority, one or
more Registration Statements on Form S-4 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's common stock under the Securities Act of 1933 and under the rules and
regulations of the Office of Thrift Supervision in connection with the Company's
acquisition of Charter Federal Savings Bank and Heritage Federal 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 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 hand as of the date specified.
Dated: August 7, 1995 /s/ T. SCOTT FILLEBROWN
--------------------------------------------
T. Scott Fillebrown
5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First American Corporation, a corporation organized under the laws of
the State of Tennessee ("Company"), hereby constitutes and appoints MARY NEIL
PRICE and MARTIN E. SIMMONS and each of them (with full power of each of them to
act alone), his true and lawful attorney-in-fact and agent for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file with the Securities and Exchange Commission, the Office of
Thrift Supervision, or any other governmental or regulatory authority, one or
more Registration Statements on Form S-4 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's common stock under the Securities Act of 1933 and under the rules and
regulations of the Office of Thrift Supervision in connection with the Company's
acquisition of Charter Federal Savings Bank and Heritage Federal 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 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 hand as of the date specified.
Dated: August 13, 1995 /s/ GENE C. KOONCE
--------------------------------------------
Gene C. Koonce
6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First American Corporation, a corporation organized under the laws of
the State of Tennessee ("Company"), hereby constitutes and appoints MARY NEIL
PRICE and MARTIN E. SIMMONS and each of them (with full power of each of them to
act alone), his true and lawful attorney-in-fact and agent for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file with the Securities and Exchange Commission, the Office of
Thrift Supervision, or any other governmental or regulatory authority, one or
more Registration Statements on Form S-4 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's common stock under the Securities Act of 1933 and under the rules and
regulations of the Office of Thrift Supervision in connection with the Company's
acquisition of Charter Federal Savings Bank and Heritage Federal 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 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 hand as of the date specified.
Dated: August 7, 1995 /s/ JAMES A. HASLAM, II
--------------------------------------------
James A. Haslam, II
7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First American Corporation, a corporation organized under the laws of
the State of Tennessee ("Company"), hereby constitutes and appoints MARY NEIL
PRICE and MARTIN E. SIMMONS and each of them (with full power of each of them to
act alone), his true and lawful attorney-in-fact and agent for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file with the Securities and Exchange Commission, the Office of
Thrift Supervision, or any other governmental or regulatory authority, one or
more Registration Statements on Form S-4 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's common stock under the Securities Act of 1933 and under the rules and
regulations of the Office of Thrift Supervision in connection with the Company's
acquisition of Charter Federal Savings Bank and Heritage Federal 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 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 hand as of the date specified.
Dated: August 9, 1995 /s/ JAMES R. MARTIN
--------------------------------------------
James R. Martin
8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First American Corporation, a corporation organized under the laws of
the State of Tennessee ("Company"), hereby constitutes and appoints MARY NEIL
PRICE and MARTIN E. SIMMONS and each of them (with full power of each of them to
act alone), his true and lawful attorney-in-fact and agent for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file with the Securities and Exchange Commission, the Office of
Thrift Supervision, or any other governmental or regulatory authority, one or
more Registration Statements on Form S-4 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's common stock under the Securities Act of 1933 and under the rules and
regulations of the Office of Thrift Supervision in connection with the Company's
acquisition of Charter Federal Savings Bank and Heritage Federal 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 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 hand as of the date specified.
Dated: August 6, 1995 /s/ ROBERT A. McCABE, JR.
--------------------------------------------
Robert A. McCabe, Jr.
9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First American Corporation, a corporation organized under the laws of
the State of Tennessee ("Company"), hereby constitutes and appoints MARY NEIL
PRICE and MARTIN E. SIMMONS and each of them (with full power of each of them to
act alone), his true and lawful attorney-in-fact and agent for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file with the Securities and Exchange Commission, the Office of
Thrift Supervision, or any other governmental or regulatory authority, one or
more Registration Statements on Form S-4 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's common stock under the Securities Act of 1933 and under the rules and
regulations of the Office of Thrift Supervision in connection with the Company's
acquisition of Charter Federal Savings Bank and Heritage Federal 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 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 hand as of the date specified.
Dated: August 7, 1995 /s/ WILLIAM O. McCOY
--------------------------------------------
William O. McCoy
10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First American Corporation, a corporation organized under the laws of
the State of Tennessee ("Company"), hereby constitutes and appoints MARY NEIL
PRICE and MARTIN E. SIMMONS and each of them (with full power of each of them to
act alone), his true and lawful attorney-in-fact and agent for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file with the Securities and Exchange Commission, the Office of
Thrift Supervision, or any other governmental or regulatory authority, one or
more Registration Statements on Form S-4 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's common stock under the Securities Act of 1933 and under the rules and
regulations of the Office of Thrift Supervision in connection with the Company's
acquisition of Charter Federal Savings Bank and Heritage Federal 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 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 hand as of the date specified.
Dated: August 4, 1995 /s/ DALE W. POLLEY
--------------------------------------------
Dale W. Polley
11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First American Corporation, a corporation organized under the laws of
the State of Tennessee ("Company"), hereby constitutes and appoints MARY NEIL
PRICE and MARTIN E. SIMMONS and each of them (with full power of each of them to
act alone), his true and lawful attorney-in-fact and agent for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file with the Securities and Exchange Commission, the Office of
Thrift Supervision, or any other governmental or regulatory authority, one or
more Registration Statements on Form S-4 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's common stock under the Securities Act of 1933 and under the rules and
regulations of the Office of Thrift Supervision in connection with the Company's
acquisition of Charter Federal Savings Bank and Heritage Federal 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 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 hand as of the date specified.
Dated: August 6, 1995 /s/ ROSCOE R. ROBINSON
--------------------------------------------
Dr. Roscoe R. Robinson
12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First American Corporation, a corporation organized under the laws of
the State of Tennessee ("Company"), hereby constitutes and appoints MARY NEIL
PRICE and MARTIN E. SIMMONS and each of them (with full power of each of them to
act alone), his true and lawful attorney-in-fact and agent for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file with the Securities and Exchange Commission, the Office of
Thrift Supervision, or any other governmental or regulatory authority, one or
more Registration Statements on Form S-4 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's common stock under the Securities Act of 1933 and under the rules and
regulations of the Office of Thrift Supervision in connection with the Company's
acquisition of Charter Federal Savings Bank and Heritage Federal 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 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 hand as of the date specified.
Dated: August 8, 1995 /s/ CAL TURNER, JR.
--------------------------------------------
Cal Turner, Jr.
13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First American Corporation, a corporation organized under the laws of
the State of Tennessee ("Company"), hereby constitutes and appoints MARY NEIL
PRICE and MARTIN E. SIMMONS and each of them (with full power of each of them to
act alone), his true and lawful attorney-in-fact and agent for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file with the Securities and Exchange Commission, the Office of
Thrift Supervision, or any other governmental or regulatory authority, one or
more Registration Statements on Form S-4 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's common stock under the Securities Act of 1933 and under the rules and
regulations of the Office of Thrift Supervision in connection with the Company's
acquisition of Charter Federal Savings Bank and Heritage Federal 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 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 hand as of the date specified.
Dated: August 8, 1995 /s/ TED H. WELCH
--------------------------------------------
Ted H. Welch
14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or
officer of First American Corporation, a corporation organized under the laws of
the State of Tennessee ("Company"), hereby constitutes and appoints MARY NEIL
PRICE and MARTIN E. SIMMONS and each of them (with full power of each of them to
act alone), his true and lawful attorney-in-fact and agent for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file with the Securities and Exchange Commission, the Office of
Thrift Supervision, or any other governmental or regulatory authority, one or
more Registration Statements on Form S-4 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's common stock under the Securities Act of 1933 and under the rules and
regulations of the Office of Thrift Supervision in connection with the Company's
acquisition of Charter Federal Savings Bank and Heritage Federal 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 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 hand as of the date specified.
Dated: August 4, 1995 /s/ DAVID K. WILSON
--------------------------------------------
David K. Wilson
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 MARTIN E. SIMMONS and each of them (with full power of each of them to
act alone), his true and lawful attorney-in-fact and agent for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign,
execute and file with the Securities and Exchange Commission, the Office of
Thrift Supervision, or any other governmental or regulatory authority, one or
more Registration Statements on Form S-4 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's common stock under the Securities Act of 1933 and under the rules and
regulations of the Office of Thrift Supervision in connection with the Company's
acquisition of Charter Federal Savings Bank and Heritage Federal 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 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 hand as of the date specified.
Dated: August 8, 1995 /s/ WILLIAM S. WIRE, II
--------------------------------------------
William S. Wire, II