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 TERESA A. FEHRMAN, 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
85,000 shares of the Corporation's Common Stock, par value $1.25 per share,
pursuant to the First Tennessee National Corporation 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, President October 31, 1996
- --------------------------------------- and Chief Executive Officer and a
Ralph Horn Director (principal executive officer)

Elbert L. Thomas, Jr. Executive Vice President and October 31, 1996
- --------------------------------------- Chief Financial Officer
Elbert L. Thomas, Jr. (principal financial officer)

James F. Keen Senior Vice President and October 31, 1996
- --------------------------------------- Controller (principal
James F. Keen accounting officer)

Robert C. Blattberg Director October 31, 1996
- ---------------------------------------
Robert C. Blattberg

Carlos H. Cantu Director October 31, 1996
- ---------------------------------------
Carlos H. Cantu

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George E. Cates Director October 31, 1996
- ---------------------------------------
George E. Cates

James A. Haslam, III Director October 31, 1996
- ---------------------------------------
James A. Haslam, III

R. Brad Martin Director October 31, 1996
- --------------------------------------
R. Brad Martin

Joseph Orgill, III Director October 31, 1996
- --------------------------------------
Joseph Orgill, III

Vicki G. Roman Director October 31, 1996
- --------------------------------------
Vicki G. Roman

Michael D. Rose Director October 31, 1996
- --------------------------------------
Michael D. Rose

William B. Sansom Director October 31, 1996
- --------------------------------------
William B. Sansom

Gordon P. Street, Jr. Director October 31, 1996
- --------------------------------------
Gordon P. Street, Jr.

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