EXHIBIT 24

CONFIRMING STATEMENT FOR PURPOSES OF
SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED



This Confirming Statement confirms that the
undersigned, Elbert L. Thomas, Jr., has
authorized and designated Clyde A. Billings, Jr.
to execute and file on behalf of the undersigned
all Form 4's and Form 5's (including any amendments
thereto) that the undersigned may be required to
file with the Securities and Exchange Commission
as a result of the undersigned's ownership of
or transactions in securities of First Tennessee
National Corporation. The authority of Clyde A.
Billings, Jr. under this Confirming Statement
shall continue until the undersigned is no longer
required to file Form 4's and Form 5's with
regard to his ownership or transactions in the
securities of First Tennessee National
Corporation, unless earlier revoked in writing.
The undersigned acknowledges that Clyde A.
Billings, Jr. is not assuming any of the
undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of
1934, as amended.



signed by Elbert L. Thomas, Jr.
Date:  December 10, 2003