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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has hereunto
set his/her hand as of the date specified.
Dated: January 21, 1999 /s/EARNEST W. DEAVENPORT, JR.
--------------------------------------
Earnest W. Deavenport, Jr.
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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /s/REGINALD D. DICKSON
---------------------------------
Reginald D. Dickson
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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /s/JAMES A. HASLAM, II
---------------------------------
James A. Haslam, II
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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /s/WARREN A. HOOD, JR.
----------------------------------
Warren A. Hood, Jr.
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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /s/WALTER G. KNESTRICK
---------------------------------
Walter G. Knestrick
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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /s/GENE C. KOONCE
------------------------------
Gene C. Koonce
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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /s/DALE W. POLLEY
---------------------------------
Dale W. Polley
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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /s/JAMES F. SMITH, JR.
-----------------------------------
James F. Smith, Jr.
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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /s/CELIA A. WALLACE
---------------------------------
Celia A. Wallace
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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /s/TED H. WELCH
---------------------------------
Ted H. Welch
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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /s/J. KELLEY WILLIAMS
---------------------------------
J. Kelley Williams
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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /s/TOBY S. WILT
---------------------------------
Toby S. Wilt
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/or ARSHAD Q. "PAKU" KHAN 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 shares of the
Company to fund a broad-based stock option plan (the "First American Corporation
1999 Broad-Based Stock Option Plan") or such other name as may be hereinafter
designaged, an employee benefit plan, under the Securities Act of 1933 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 and/or officer has
hereunto set his/her hand as of the date specified.
Dated: January 21, 1999 /s/WILLIAM S. WIRE, II
---------------------------------
William S. Wire