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/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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ Sam H. Anderson, Jr.
-----------------------------------
Sam H. Anderson, Jr.
Director
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/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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ Earnest W. Deavenport, Jr.
----------------------------------
Earnest W. Deavenport, Jr.
Director
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/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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ Reginald D. Dickson
------------------------------
Reginald D. Dickson
Director
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/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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ James A. Haslam
-------------------------------
James A. Haslam
Director
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/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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ Gene C. Koonce
--------------------------------
Gene C. Koonce
Director
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/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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ James R. Martin
--------------------------------
James R. Martin
Director
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/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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ Robert A. McCabe, Jr.
-------------------------------
Robert A. McCabe, Jr.
Director
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/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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ Dale W. Polley
----------------------------------
Dale W. Polley
Director
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/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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ Martha R. Ingram
------------------------------
Martha R. Ingram
Director
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/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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ James F. Smith, Jr.
------------------------------
James F. Smith, Jr.
Director
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/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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ Cal Turner, Jr.
------------------------------
Cal Turner, Jr.
Director
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/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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ Ted H. Welch
----------------------------------
Ted H. Welch
Director
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/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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ David K. Wilson
-------------------------------
David K. Wilson
Director
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/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 1,400,000 shares of
the Company's common stock in connection with amendments to the Company's 1991
Employee Stock Incentive Plan dated April 17, 1997, 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 has hereunto set his/her hand
as of the date specified.
Dated: April 17, 1997 /s/ William S. Wire, II
--------------------------------
William S. Wire, II
Director