SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  ------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


        Date of report (Date of earliest event reported) -- May 12, 2003

                      FIRST TENNESSEE NATIONAL CORPORATION
               (Exact Name of Registrant as Specified in Charter)

        TENNESSEE                  0-4491             62-0803242
(State or Other Jurisdiction    (Commission          (IRS Employer
       of Incorporation)         File Number)         Identification No.)


                               165 MADISON AVENUE
                            MEMPHIS, TENNESSEE            38103
               (Address of Principal Executive Office) (Zip Code)

      Registrant's telephone number, including area code -- (901) 523-4444

<PAGE>
ITEM 5.  OTHER EVENTS

     Accompanying  this Current Report on Form 8-K in connection  with the offer
and sale by the Company of $100,000,000 of its 4.50%  Subordinated Notes due May
15, 2013 are (i) as exhibit 2.1, the Underwriting Agreement,  dated May 7, 2003,
entered into by the Company and FTN Financial  Securities Corp.; (ii) as exhibit
2.2, the Terms Agreement, dated May 7, 2003, entered into by the Company and FTN
Financial  Securities Corp.;  (iii) as exhibit 4.1, the Supplemental  Indenture,
dated May 12,  2003,  entered  into by the Company  and Bank One Trust  Company,
N.A.,  as additional  trustee,  which  supplements  the  Indenture,  dated as of
November  1, 1995,  entered  into by the  Company  and The Bank of New York,  as
trustee thereunder; (iv) as exhibit 4.2, the form of security.


ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     c) Exhibits


The following exhibits are filed herewith:


Exhibit Number               Description

      2.1           Underwriting  Agreement  dated May 7, 2003,  entered into by
                    the Company and FTN Financial Securities Corp.
      2.2           Terms  Agreement,  dated May 7,  2003,  entered  into by the
                    Company and FTN Financial Securities Corp.
      4.1           Supplemental Indenture,  dated May 12, 2003, entered into by
                    the  Company  and  Bank  One  Trust  Company,   N.A.,  which
                    supplements the Indenture for Subordinated  Debt Securities,
                    dated November 1, 1995,  between the Company and The Bank of
                    New York, as trustee thereunder.
      4.2           Form of Security
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                   FIRST TENNESSEE NATIONAL CORPORATION


Date: May 12, 2003                    /s/James F. Keen
                                   By:-------------------------------
                                   Name:James F. Keen
                                   Title:EVO, CFO & Corporate Controller


<PAGE>
                                  EXHIBIT INDEX



Exhibit Number               Description

      2.1           Underwriting  Agreement  dated May 7, 2003,  entered into by
                    the Company and FTN Financial Securities Corp.
      2.2           Terms  Agreement,  dated May 7,  2003,  entered  into by the
                    Company and FTN Financial Securities Corp.
      4.1           Supplemental Indenture,  dated May 12, 2003, entered into by
                    the  Company  and  Bank  One  Trust  Company,   N.A.,  which
                    supplements the Indenture for Subordinated  Debt Securities,
                    dated November 1, 1995,  between the Company and The Bank of
                    New York, as trustee thereunder.
      4.2           Form of Security

<PAGE>
                                                                     Exhibit 2.1
                                                                  EXECUTION COPY


                      FIRST TENNESSEE NATIONAL CORPORATION



                            (a Tennessee corporation)



                                 Debt Securities



                                Dated May 7, 2003

<PAGE>


                                Table of Contents
                                                                            Page
FIRST TENNESSEE NATIONAL CORPORATION (a Tennessee
 corporation)  Debt Securities.................................................1
UNDERWRITING AGREEMENT.........................................................1
SECTION 1.  Representations and Warranties.....................................3
     (a)    Representations and Warranties by the Company......................3
         (1)  Compliance with Registration Requirements........................3
         (2)  Incorporated Documents...........................................4
         (3)  Independent Accountants..........................................4
         (4)  Financial Statements.............................................4
         (5)  No Material Adverse Change in Business...........................5
         (6)  Good Standing of the Company.....................................5
         (7)  Good Standing of Subsidiaries....................................5
         (8)  Capitalization...................................................6
         (9)  Authorization of this Underwriting Agreement
               and Terms Agreement.............................................6
         (10) Authorization of Senior Debt Securities and/or
               Subordinated Debt Securities....................................6
         (11) Authorization of the Indentures..................................6
         (12) Descriptions of the Underwritten Securities......................7
         (13) Absence of Defaults and Conflicts................................7
         (14) Absence of Proceedings...........................................8
         (15) Absence of Further Requirements..................................8
         (16) Compliance with Banking Laws.....................................8
         (17) Broker/Dealer Regulation.........................................8
         (18) Internal Controls................................................9
     (b)    Officers' Certificates.............................................9
SECTION 2.  Sale and Delivery to Underwriters; Closing.........................9
     (a)    Underwritten Securities............................................9
     (b)    Payment...........................................................10
     (c)    Denominations; Registration.......................................10
SECTION 3.  Covenants of the Company..........................................10
     (a)    Compliance with Securities Regulations and Commission Requests....10
     (b)    Filing of Amendments..............................................11
     (c)    Delivery of Registration Statements...............................11
     (d)    Delivery of Prospectuses..........................................11
     (e)    Continued Compliance with Securities Laws.........................11
     (f)    Blue Sky Qualifications...........................................12
     (g)    Earnings Statement................................................12
     (h)    Use of Proceeds...................................................12
     (i)    Listing...........................................................12
     (j)    Restriction on Sale of Securities.................................12
     (k)    Reporting Requirements............................................13
SECTION 4.  Payment of Expenses...............................................13
     (a)    Expenses..........................................................13
     (b)    Termination of Agreement..........................................13
SECTION 5.  Conditions of Underwriters' Obligations...........................13
     (a)    Effectiveness of Registration Statement...........................14
     (b)    Opinion of Counsel for Company....................................14
     (c)    Opinion of Counsel for Underwriters...............................14
     (d)    Officers' Certificate.............................................14
     (e)    Accountant's Comfort Letter.......................................15
     (f)    Bring-down Comfort Letter.........................................15
     (g)    Ratings...........................................................15
     (h)    Approval of Listing...............................................15
     (i)    No Objection......................................................15
     (j)    Additional Documents..............................................15
     (k)    Termination of Terms Agreement....................................16
SECTION 6.  Indemnification...................................................16
     (a)    Indemnification of Underwriters...................................16
     (b)    Indemnification of Company, Directors and Officers................17
     (c)    Actions against Parties; Notification.............................17
     (d)    Settlement without Consent if Failure to Reimburse................18
SECTION 7.  Contribution......................................................18
SECTION 8.  Representations, Warranties and Agreements to Survive Delivery....19
SECTION 9.  Termination.......................................................19
     (a)    Underwriting Agreement............................................19
     (b)    Terms Agreement...................................................19
     (c)    Liabilities.......................................................20
SECTION 10. Default by One or More of the Underwriters........................20
SECTION 11. Notices...........................................................21
SECTION 12. Parties...........................................................21
SECTION 13. GOVERNING LAW AND TIME............................................21
SECTION 14. Effect of Headings................................................21
FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)..1
FORM OF ACCOUNTANTS' COMFORT LETTER PURSUANT TO SECTION 5(e)...................1
<PAGE>

                      FIRST TENNESSEE NATIONAL CORPORATION
                            (a Tennessee corporation)

                                 Debt Securities


                             UNDERWRITING AGREEMENT

                                                                     May 7, 2003

FTN Financial Securities Corp.
845 Crossover Lane
Suite 150
Memphis, Tennessee  38117

Ladies and Gentlemen:

     First  Tennessee  National   Corporation,   a  Tennessee  corporation  (the
"Company"),  proposes  to issue and sell up to  $225,000,000  aggregate  initial
public offering price of its senior or  subordinated  debt securities (the "Debt
Securities") from time to time, in or pursuant to one or more offerings on terms
to be determined at the time of sale.

     The  Debt  Securities  will be  issued  in one or  more  series  as  senior
indebtedness  (the "Senior  Debt  Securities")  under an indenture  (the "Senior
Indenture")  to be entered into between the Company and The Bank of New York, as
trustee  (the  "Senior   Trustee"),   or  as  subordinated   indebtedness   (the
"Subordinated  Debt  Securities")  under an  indenture,  dated as of November 1,
1995, between the Company and The Bank of New York, as trustee,  as supplemented
by a Supplemental  Indenture,  dated as of May 12, 2003, between the Company and
Bank One Trust  Company,  National  Association  as trustee  with respect to the
Subordinated  Debt  Securities  specified  therein  (as  so  supplemented,   the
"Subordinated  Indenture")  and  collectively  with the  Senior  Indenture,  the
"Indentures" and each, an "Indenture").  The Bank of New York and Bank One Trust
Company,  National  Association are hereinafter referred to as the "Subordinated
Trustees",  and  collectively  with the Senior Trustee the "Trustees" and each a
"Trustee".  Each series of Debt Securities may vary, as applicable, as to title,
aggregate  principal  amount,  rank,  interest  rate or  formula  and  timing of
payments thereof,  stated maturity date, redemption and/or repayment provisions,
sinking fund requirements,  conversion  provisions (and the terms of the related
underlying  securities) and any other variable terms  established by or pursuant
to the applicable Indenture.

     As used  herein,  "Securities"  shall mean the Senior  Debt  Securities  or
Subordinated Debt Securities, or any combination thereof,  initially issuable by
the Company.

     Whenever the Company  determines to make an offering of Securities  through
FTN Financial  Securities Corp.  ("FTN"),  or through an underwriting  syndicate
managed  by FTN,  the  Company  will  enter into an  agreement  (each,  a "Terms
Agreement")  providing for the sale of such  Securities to, and the purchase and
offering thereof by, FTN and such other  underwriters,  if any,  selected by FTN
(the  "Underwriters",  which  term shall  include  FTN,  whether  acting as sole
<PAGE>
Underwriter  or as a  member  of an  underwriting  syndicate,  as  well  as  any
Underwriter  substituted  pursuant  to Section 10 hereof).  The Terms  Agreement
relating to the offering of Securities  shall  specify the  aggregate  principal
amount of Securities to be issued (the "Underwritten  Securities"),  the name of
each  Underwriter  participating  in such offering  (subject to  substitution as
provided  in Section 10 hereof) and the name of any  Underwriter  other than FTN
acting as co-manager in connection with such offering,  the aggregate  principal
amount of Underwritten Securities that each such Underwriter severally agrees to
purchase, whether such offering is on a fixed or variable price basis and, if on
a fixed  price  basis,  the  initial  offering  price,  the  price at which  the
Underwritten Securities are to be purchased by the Underwriters, the form, time,
date and place of delivery and payment of the  Underwritten  Securities  and any
other  material  variable  terms  of  the  Underwritten  Securities.  The  Terms
Agreement,  which shall be  substantially  in the form of Exhibit A hereto,  may
take the form of an exchange of any standard  form of written  telecommunication
between  the  Company  and  FTN,  acting  for  itself  and,  if  applicable,  as
representative  of  any  other  Underwriters.   Each  offering  of  Underwritten
Securities through FTN as sole Underwriter or through an underwriting  syndicate
managed by FTN will be governed by this Underwriting  Agreement, as supplemented
by the applicable Terms Agreement.

     The Company has filed with the  Securities  and  Exchange  Commission  (the
"Commission")  a  registration   statement  on  Form  S-3  (No.   33-52561)  and
pre-effective  amendment no. one thereto for the  registration of the Securities
under the Securities Act of 1933, as amended (the "1933 Act"),  and the offering
thereof  from  time  to  time in  accordance  with  Rule  415 of the  rules  and
regulations of the Commission  under the 1933 Act (the "1933 Act  Regulations").
Such  registration  statement was declared  effective by the Commission on March
23, 1994 and each  Indenture has been duly qualified  under the Trust  Indenture
Act of 1939,  as  amended  (the  "1939  Act"),  and the  Company  has filed such
post-effective  amendments  thereto as may be required prior to the execution of
the applicable Terms Agreement and each such  post-effective  amendment has been
declared  effective  by  the  Commission.  Such  registration  statement  (as so
amended,  if applicable) is referred to herein as the "Registration  Statement";
and the final  prospectus and the final  prospectus  supplement  relating to the
offering of the  Underwritten  Securities,  in the forms first  furnished to the
Underwriters  by the  Company  for use in  connection  with the  offering of the
Underwritten   Securities,   are   collectively   referred   to  herein  as  the
"Prospectus";  provided,  however,  that  all  references  to the  "Registration
Statement"  and the  "Prospectus"  shall also be deemed to include all documents
incorporated  therein by reference  pursuant to the  Securities  Exchange Act of
1934,  as amended (the "1934  Act"),  prior to the  execution of the  applicable
Terms  Agreement;  provided,  further,  that if the Company files a registration
statement  with  the  Commission  pursuant  to  Rule  462(b)  of  the  1933  Act
Regulations (the "Rule 462(b) Registration  Statement"),  then all references to
"Registration  Statement"  shall  also be  deemed  to  include  the Rule 462 (b)
Registration  Statement. A "preliminary  prospectus" shall be deemed to refer to
any prospectus and prospectus supplement that omitted information to be included
upon pricing in a form of prospectus filed with the Commission  pursuant to Rule
424(b) of the 1933 Act  Regulations  and was used after such  effectiveness  and
prior to the  initial  delivery of the  Prospectus  to the  Underwriters  by the
Company.  For purposes of this  Underwriting  Agreement,  all  references to the
Registration Statement, Prospectus or preliminary prospectus or to any amendment
or supplement to any of the foregoing  shall be deemed to include any copy filed
with the Commission  pursuant to its  Electronic  Data  Gathering,  Analysis and
Retrieval system ("EDGAR").

                                        2
<PAGE>
     All references in this Underwriting  Agreement to financial  statements and
schedules and other information which is "contained," "included" or "stated" (or
other  references of like import) in the Registration  Statement,  Prospectus or
preliminary  prospectus  shall be deemed to mean and include all such  financial
statements  and  schedules  and  other  information  which  is  incorporated  by
reference in the Registration  Statement,  Prospectus or preliminary prospectus,
as the case may be, prior to the execution of the  applicable  Terms  Agreement;
and all references in this  Underwriting  Agreement to amendments or supplements
to the  Registration  Statement,  Prospectus or preliminary  prospectus shall be
deemed  to  include  the  filing  of any  document  under  the 1934 Act which is
incorporated  by  reference  in  the  Registration   Statement,   Prospectus  or
preliminary  prospectus,  as  the  case  may  be,  after  the  execution  of the
applicable Terms Agreement.

     SECTION 1. Representations and Warranties.

     (a) Representations  and Warranties by the Company.  The Company represents
and warrants to FTN, as of the date hereof, and to each Underwriter named in the
applicable  Terms  Agreement,  as of the date thereof and as of the Closing Time
(as defined below) (in each case, a "Representation Date"), as follows:

          (1) Compliance with Registration  Requirements.  The Company meets the
     requirements  for use of Form S-3  under  the 1933  Act.  The  Registration
     Statement  (including  any Rule 462(b)  Registration  Statement) has become
     effective under the 1933 Act and no stop order suspending the effectiveness
     of the Registration Statement (or such Rule 462(b) Registration  Statement)
     has been issued under the 1933 Act and no proceedings for that purpose have
     been  instituted  or, to the  knowledge  of the  Company,  are  pending  or
     contemplated  by  the  Commission,  and  any  request  on the  part  of the
     Commission for additional  information has been complied with. In addition,
     each Indenture has been duly qualified under the 1939 Act.

          At the respective times the Registration Statement (including any Rule
     462(b)  Registration  Statement) and any post-effective  amendments thereto
     (including  the filing of the  Company's  most recent Annual Report on Form
     10-K  with the  Commission  (the  "Annual  Report  on Form  10-K"))  became
     effective  and at each  Representation  Date,  the  Registration  Statement
     (including  any Rule  462(b)  Registration  Statement)  and any  amendments
     thereto  complied  and  will  comply  in all  material  respects  with  the
     requirements  of the 1933 Act and the 1933 Act Regulations and the 1939 Act
     and the rules and  regulations  of the  Commission  under the 1939 Act (the
     "1939  Act  Regulations")  and did not  and  will  not  contain  an  untrue
     statement of a material  fact or omit to state a material  fact required to
     be  stated  therein  or  necessary  to  make  the  statements  therein  not
     misleading.  At the date of the  Prospectus and at the Closing Time neither
     the Prospectus nor any amendments and supplements  thereto included or will
     include an untrue  statement of a material  fact or omitted or will omit to
     state a material fact necessary in order to make the statements therein, in
     the light of the circumstances  under which they were made, not misleading.
     Notwithstanding  the foregoing,  the representations and warranties in this

                                       3

<PAGE>
     subsection  shall  not  apply  to  statements  in  or  omissions  from  the
     Registration  Statement  or the  Prospectus  made in  reliance  upon and in
     conformity  with  information  furnished  to the  Company in writing by any
     Underwriter through FTN expressly for use in the Registration  Statement or
     the Prospectus.

          Each  preliminary  prospectus  and  prospectus  filed  as  part of the
     Registration  Statement  as  originally  filed or as part of any  amendment
     thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so
     filed in all  material  respects  with the  1933 Act  Regulations  and each
     preliminary prospectus and the Prospectus delivered to the Underwriters for
     use in connection with the offering of Underwritten Securities will, at the
     time of such  delivery,  be  identical  to any  electronically  transmitted
     copies thereof filed with the Commission  pursuant to EDGAR,  except to the
     extent permitted by Regulation S-T.

          (2) Incorporated Documents. The documents incorporated or deemed to be
     incorporated by reference in the Registration Statement and the Prospectus,
     at the time they were or hereafter are filed with the Commission,  complied
     and will comply in all material  respects with the requirements of the 1934
     Act and the rules and  regulations of the Commission  thereunder (the "1934
     Act Regulations") and, when read together with the other information in the
     Prospectus,  at the date of the Prospectus and at the Closing Time, did not
     and will not  include an untrue  statement  of a  material  fact or omit to
     state a material fact necessary in order to make the statements therein, in
     the light of the circumstances under which they were made, not misleading.

          (3)  Independent  Accountants.   The  accountants  who  certified  the
     financial  statements and any supporting  schedules  thereto for the period
     ended  December 31, 2001 and at December 31, 2000 and 2001  included in the
     Registration  Statement  and the  Prospectus  were,  at the  time  that the
     Company's  Annual Report on Form 10-K for the year ended  December 31, 2001
     was filed with the Commission,  independent public accountants with respect
     to the Company as  required  by the 1933 Act and the 1933 Act  Regulations.
     The accountants  who certified the financial  statements and any supporting
     schedules  thereto for the period  ended  December 31, 2002 and at December
     31, 2002  included in the  Registration  Statement and the  Prospectus  are
     independent  public  accountants with respect to the Company as required by
     the 1933 Act and the 1933 Act Regulations.

          (4)  Financial  Statements.  The  financial  statements of the Company
     included in the  Registration  Statement and the Prospectus,  together with
     the related schedules and notes,  present fairly the financial  position of
     the Company and its  consolidated  subsidiaries  at the dates indicated and
     the  statement of  operations,  stockholders'  equity and cash flows of the
     Company and its consolidated  subsidiaries for the periods specified.  Such
     financial  statements  have been  prepared  in  conformity  with  generally
     accepted  accounting  principles  ("GAAP")  applied on a  consistent  basis
     throughout  the  periods  involved.  The  selected  financial  data and the
     summary financial information included in the Prospectus present fairly the
     information shown therein and have been compiled on a basis consistent with
     that of the  audited  financial  statements  included  in the  Registration
     Statement and the Prospectus.

                                       4
<PAGE>
          (5) No Material Adverse Change in Business. Since the respective dates
     as of which  information  is given in the  Registration  Statement  and the
     Prospectus,  except  as  otherwise  stated  therein,  (A) there has been no
     material adverse change in the condition, financial or otherwise, or in the
     earnings,  business  affairs or business  prospects  of the Company and its
     subsidiaries  considered as one  enterprise,  whether or not arising in the
     ordinary course of business (a "Material Adverse  Effect"),  (B) there have
     been  no   transactions   entered  into  by  the  Company  or  any  of  its
     subsidiaries,  other than those arising in the ordinary course of business,
     which  are  material  with  respect  to the  Company  and its  subsidiaries
     considered as one  enterprise  and (C) except for regular  dividends on the
     Company's  common stock or preferred  stock,  in amounts per share that are
     consistent  with  past  practice  or the  applicable  charter  document  or
     supplement   thereto,   respectively,   there  has  been  no   dividend  or
     distribution of any kind declared, paid or made by the Company on any class
     of its capital stock.

          (6) Good Standing of the Company.  The Company has been duly organized
     and is validly existing as a corporation in good standing under the laws of
     the State of Tennessee and has corporate  power and authority to own, lease
     and operate its  properties and to conduct its business as described in the
     Prospectus  and to enter into and  perform  its  obligations  under,  or as
     contemplated  under, this  Underwriting  Agreement and the applicable Terms
     Agreement.  The  Company  is duly  qualified  as a foreign  corporation  to
     transact  business and is in good  standing in each other  jurisdiction  in
     which such qualification is required, whether by reason of the ownership or
     leasing of property or the conduct of business, except where the failure to
     so qualify or be in good  standing  would not result in a Material  Adverse
     Effect.

          (7) Good  Standing of  Subsidiaries.  The Company has no  subsidiaries
     that,  individually  or in  the  aggregate,  when  considered  as a  single
     subsidiary,  it would  consider  to be a  "significant  subsidiary"  of the
     Company  (based upon the criteria  contained in Rule 1-02 of Regulation S-X
     promulgated  under the 1933 Act),  other than First Tennessee Bank National
     Association  (the  "Bank"),   First  Horizon  Home  Loan  Corporation  (the
     "Subsidiary") and FT Mortgage Holding Corporation.  The Subsidiary has been
     duly  organized and is validly  existing as a corporation  in good standing
     under the laws of the jurisdiction of its incorporation.  The Bank has been
     duly organized and is validly  existing as a national  banking  association
     under the laws of the United States. The Subsidiary has corporate power and
     authority  to own,  lease and  operate  its  properties  and to conduct its
     business as described in the  Prospectus and is duly qualified as a foreign
     corporation  to  transact   business  and  is  in  good  standing  in  each
     jurisdiction in which such qualification is required,  whether by reason of
     the  ownership  or leasing of property or the conduct of  business,  except
     where the failure to so qualify or be in good standing  would not result in
     a Material  Adverse Effect.  Except as otherwise stated in the Registration
     Statement and the  Prospectus,  all of the issued and  outstanding  capital
     stock of each of the Subsidiary  and the Bank has been duly  authorized and
     is validly issued,  fully paid and non-assessable  (except,  in the case of
     the Bank, as provided in 12 U.S.C.  ss. 55, as amended) and is owned by the
     Company,  directly or through subsidiaries,  free and clear of any security

                                       5
<PAGE>
     interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the
     outstanding  shares of capital stock of each of the Subsidiary and the Bank
     was  issued in  violation  of  preemptive  or other  similar  rights of any
     securityholder  of the Subsidiary or the Bank, as the case may be. The Bank
     is an insured bank under the applicable  provisions of the Federal  Deposit
     Insurance  Act,  as  amended,  and no  proceeding  for the  termination  or
     revocation  of such  insurance  is  pending  or,  to the  knowledge  of the
     Company,   threatened  against  any  such  subsidiary.   The  Bank  has  no
     subsidiaries  that are depository  institutions with deposits insured under
     the provisions of the Federal Deposit Insurance Act, as amended.

          (8) Capitalization.  The authorized,  issued and outstanding shares of
     capital  stock  of the  Company  is as set  forth  in the  column  entitled
     "Actual" under the  "Capitalization"  section in the Prospectus (except for
     subsequent issuances thereof, if any, pursuant to reservations,  agreements
     or employee  benefit plans referred to in the Prospectus or pursuant to the
     exercise  of  convertible   securities  or  options   referred  to  in  the
     Prospectus).  Such shares of capital  stock have been duly  authorized  and
     validly  issued by the Company and are fully paid and  non-assessable,  and
     none of such shares of capital  stock was issued in violation of preemptive
     or other similar rights of any securityholder of the Company.

          (9) Authorization of this Underwriting  Agreement and Terms Agreement.
     This Underwriting Agreement has been, and the applicable Terms Agreement as
     of the date thereof will have been, duly authorized, executed and delivered
     by the Company.

          (10) Authorization of Senior Debt Securities and/or  Subordinated Debt
     Securities.  If the  Underwritten  Securities  being sold  pursuant  to the
     applicable   Terms  Agreement   include  Senior  Debt   Securities   and/or
     Subordinated Debt Securities, such Underwritten Securities have been, or as
     of the date of such Terms  Agreement will have been, duly authorized by the
     Company for issuance and sale pursuant to this  Underwriting  Agreement and
     such  Terms  Agreement.  Such  Underwritten  Securities,  when  issued  and
     authenticated  in the manner  provided for in the applicable  Indenture and
     delivered against payment of the consideration  therefor  specified in such
     Terms Agreement,  will constitute valid and legally binding  obligations of
     the  Company,  enforceable  against  the Company in  accordance  with their
     terms,  except as the  enforcement  thereof  may be limited by  bankruptcy,
     insolvency (including,  without limitation, all laws relating to fraudulent
     transfers), reorganization,  moratorium or other similar laws affecting the
     enforcement  of  creditors'   rights  generally  or  by  general  equitable
     principles (regardless of whether enforcement is considered in a proceeding
     in equity or at law),  and except  further as  enforcement  thereof  may be
     limited by  requirements  that a claim with respect to any Debt  Securities
     payable  in a foreign or  composite  currency  (or a foreign  or  composite
     currency  judgment in respect of such claim) be converted into U.S. dollars
     at  a  rate  of  exchange  prevailing  on a  date  determined  pursuant  to
     applicable law or by governmental authority to limit, delay or prohibit the
     making of payments outside the United States. Such Underwritten  Securities
     will be in the form  contemplated by, and each registered holder thereof is
     entitled to the benefits of, the applicable Indenture.

          (11) Authorization of the Indentures.  If the Underwritten  Securities
     being sold pursuant to the applicable  Terms Agreement  include Senior Debt
     Securities and/or Subordinated Debt Securities,  each applicable  Indenture
     has been, or prior to the issuance of the Debt  Securities  thereunder will
     have been, duly authorized, executed and delivered by the Company and, upon

                                       6
<PAGE>
     such  authorization,  execution and delivery,  will  constitute a valid and
     legally binding agreement of the Company,  enforceable  against the Company
     in  accordance  with its terms,  except as the  enforcement  thereof may be
     limited by bankruptcy,  insolvency (including, without limitation, all laws
     relating to  fraudulent  transfers),  reorganization,  moratorium  or other
     similar laws affecting the enforcement of creditors' rights generally or by
     general  equitable   principles   (regardless  of  whether  enforcement  is
     considered in a proceeding in equity or at law).

          (12)  Descriptions of the  Underwritten  Securities.  The Underwritten
     Securities  being sold pursuant to the applicable  Terms Agreement and each
     applicable  Indenture,  as of each Representation Date, will conform in all
     material  respects to the  statements  relating  thereto  contained  in the
     Prospectus and will be in  substantially  the form filed or incorporated by
     reference, as the case may be, as an exhibit to the Registration Statement.

          (13) Absence of Defaults and Conflicts.  Neither the Company, the Bank
     nor the  Subsidiary is in violation of its charter or by-laws;  neither the
     Company or any of its  subsidiaries  is in default  in the  performance  or
     observance of any obligation, agreement, covenant or condition contained in
     any contract, indenture, mortgage, deed of trust, loan or credit agreement,
     note, lease or other agreement or instrument to which the Company or any of
     its  subsidiaries is a party or by which it or any of them may be bound, or
     to which any of the assets,  properties or operations of the Company or any
     of   its   subsidiaries   is   subject   (collectively,   "Agreements   and
     Instruments"), except for such defaults that would not result in a Material
     Adverse   Effect.   The  execution,   delivery  and   performance  of  this
     Underwriting Agreement,  the applicable Terms Agreement and each applicable
     Indenture and any other  agreement or instrument  entered into or issued or
     to be  entered  into or  issued  by the  Company  in  connection  with  the
     transactions   contemplated  hereby  or  thereby  or  in  the  Registration
     Statement  and the  Prospectus  and the  consummation  of the  transactions
     contemplated  herein and in the  Registration  Statement and the Prospectus
     (including the issuance and sale of the Underwritten Securities and the use
     of the proceeds from the sale of the  Underwritten  Securities as described
     under the caption "Use of Proceeds") and compliance by the Company with its
     obligations  hereunder  and  thereunder  have been duly  authorized  by all
     necessary corporate action and do not and will not, whether with or without
     the  giving  of  notice  or  passage  of time  or  both,  conflict  with or
     constitute  a breach of, or default or Repayment  Event (as defined  below)
     under,  or result in the  creation  or  imposition  of any lien,  charge or
     encumbrance upon any assets, properties or operations of the Company or any
     of its subsidiaries pursuant to, any Agreements and Instruments, except for
     such  conflicts,  breaches,  defaults  or  Repayment  Events that would not
     result in a Material  Adverse  Effect,  nor will such action  result in any
     violation of the provisions of the charter or by-laws of the Company or any
     of its  subsidiaries  or any applicable  law,  statute,  rule,  regulation,
     judgment,   order,   writ  or   decree   of  any   government,   government
     instrumentality or court, domestic or foreign, having jurisdiction over the
     Company or any of its  subsidiaries  or any of their assets,  properties or
     operations,  except for such  violations  as would not result in a Material

                                       7
<PAGE>
     Adverse  Effect.  As used herein,  a  "Repayment  Event" means any event or
     condition  which gives the holder of any note,  debenture or other evidence
     of indebtedness (or any person acting on such holder's behalf) the right to
     require the repurchase, redemption or repayment of all or a portion of such
     indebtedness by the Company or any of its subsidiaries.

          (14) Absence of  Proceedings.  There is no action,  suit,  proceeding,
     inquiry or  investigation  before or  brought by any court or  governmental
     agency or body,  domestic or foreign,  now pending,  or to the knowledge of
     the  Company  threatened,  against or  affecting  the Company or any of its
     subsidiaries  which  is  required  to  be  disclosed  in  the  Registration
     Statement and the Prospectus (other than as stated therein), or which might
     reasonably  be expected to result in a Material  Adverse  Effect,  or which
     might reasonably be expected to materially and adversely affect the assets,
     properties or operations  thereof or the  consummation of the  transactions
     contemplated  under  the  Prospectus,   this  Underwriting  Agreement,  the
     applicable  Terms Agreement or any applicable  Indenture or the performance
     by the Company of its obligations hereunder and thereunder. The Company and
     each of its subsidiaries is in compliance in all material respects with all
     laws  administered  by and  regulations  applicable  to it of the  Board of
     Governors of the Federal  Reserve  System,  the Federal  Deposit  Insurance
     Corporation  and the  Office of the  Comptroller  of the  Currency  (each a
     "Banking  Regulator") and of any other federal or state agency or authority
     with  jurisdiction  over it except  where  failure  to so comply  would not
     result in a Material  Adverse  Effect.  Neither  the Company nor any of its
     subsidiaries  is a party to or  otherwise  subject to any  consent  decree,
     memorandum  of  understanding,  written  commitment  or  other  supervisory
     agreement  with any Banking  Regulator or any other federal or state agency
     or authority,  nor have the Company or any of its subsidiaries been advised
     by any Banking  Regulator or any other federal or state agency or authority
     that it is contemplating  issuing or requesting any of the foregoing except
     where being a party to or subject to such  consent  decree,  memorandum  of
     understanding, written commitment or other supervisory agreement that would
     not result in a Material Adverse Effect.

          (15)   Absence   of  Further   Requirements.   No  filing   with,   or
     authorization,    approval,    consent,   license,   order,   registration,
     qualification or decree of, any court or governmental  authority or agency,
     domestic or foreign,  is necessary  or required for the due  authorization,
     execution and delivery by the Company of this Underwriting Agreement or the
     applicable  Terms  Agreement or for the  performance  by the Company of the
     transactions   contemplated   under  the  Prospectus,   this   Underwriting
     Agreement, such Terms Agreement or any applicable Indenture, except such as
     have been already made, obtained or rendered, as applicable.

          (16)  Compliance  with  Banking  Laws.  The Company is a bank  holding
     company  registered under the Bank Holding Company Act of 1956, as amended;
     and each of the Company and the Bank are in  substantial  compliance  with,
     and conduct their respective businesses in substantial conformity with, all
     applicable  laws  and  governmental   regulations  governing  bank  holding
     companies, banks and subsidiaries of bank holding companies,  respectively,
     except  failures  to so comply  or be in  conformity  with  that  could not
     reasonably be expected to result in a Material Adverse Effect.

          (17)  Broker/Dealer  Regulation.   Except  for  FTN,  First  Tennessee
     Brokerage,  Inc., Midwest Research  Securities  Corporation,  FTN Financial
     Capital Markets,  a division of First Tennessee Bank National  Association,

                                       8
<PAGE>
     and except as otherwise  disclosed  in writing to FTN,  neither the Company
     nor any of the Company's officers or, to the knowledge of the Company,  its
     directors or 5% or greater  shareholders,  (i) is required to register as a
     "broker" or "dealer" in accordance  with the  provisions of the 1934 Act or
     the rules and  regulations  thereunder,  or (ii)  directly,  or  indirectly
     through one or more  intermediaries,  controls or has any other association
     with  (within  the  meaning  of Article I of the  By-laws  of the  National
     Association  of Securities  Dealers,  Inc. (the "NASD")) any member firm of
     the NASD.

          (18)  Internal  Controls.  The Company has  established  and maintains
     disclosure controls and procedures (as such term is defined in Rules 13a-14
     and  15d-14  under  the 1934  Act) that (A) are  designed  to  ensure  that
     material  information  relating to the Company,  including its consolidated
     subsidiaries,  is made known to the Company's Chief  Executive  Officer and
     its Chief Financial  Officer by others within those entities,  particularly
     during  the  periods  in which the  filings  made by the  Company  with the
     Commission which it may make under Section 13(a), 13(c), 14 or 15(d) of the
     1934 Act are being prepared,  (B) have been evaluated for  effectiveness as
     of a date within 90 days prior to the filing of the  Company's  most recent
     Annual  Report filed with the  Commission  and (C) are effective to perform
     the functions for which they were established.

     The  accountants  and the Audit  Committee of the Board of Directors of the
     Company have been advised of (x) any significant deficiencies in the design
     or  operation  of  internal  controls  which  could  adversely  affect  the
     Company's ability to record, process,  summarize, and report financial data
     and (y) any fraud,  whether or not material,  that  involves  management or
     other  employees who have a role in the Company's  internal  controls;  any
     material  weaknesses  in internal  controls  have been  identified  for the
     accountants;  and since  February  27,  2003  (the date of the most  recent
     evaluation of such disclosure controls and procedures),  there have been no
     significant  changes in internal  controls or in other  factors  that could
     significantly  affect internal  controls,  including any corrective actions
     with regard to significant deficiencies and material weaknesses.

     (b) Officers'  Certificates.  Any certificate  signed by any officer of the
Company  or any of its  subsidiaries  and  delivered  to any  Underwriter  or to
counsel for the Underwriters in connection with the offering of the Underwritten
Securities shall be deemed a representation  and warranty by the Company to each
Underwriter as to the matters  covered  thereby on the date of such  certificate
and, unless  subsequently  amended or supplemented,  at each Representation Date
subsequent thereto.

     SECTION 2. Sale and Delivery to Underwriters; Closing.

     (a) Underwritten Securities. The several commitments of the Underwriters to
purchase the Underwritten  Securities pursuant to the applicable Terms Agreement
shall  be  deemed  to  have  been  made  on the  basis  of the  representations,
warranties and agreements herein contained and shall be subject to the terms and
conditions herein set forth.

                                        9
<PAGE>
     (b)  Payment.  Payment of the  purchase  price for,  and  delivery  of, the
Underwritten  Securities  shall be made at the offices of Sidley  Austin Brown &
Wood LLP, 787 Seventh Avenue, New York, New York 10019 or at such other place as
shall be agreed upon by FTN and the Company,  at 9:00 A.M. (Eastern time) on the
third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given
day)  business  day after the date of the  applicable  Terms  Agreement  (unless
postponed in accordance with the provisions of Section 10 hereof), or such other
time not later than ten business days after such date as shall be agreed upon by
FTN and the Company  (such time and date of payment and  delivery  being  herein
called "Closing Time").

     Payment  shall  be made to the  Company  by wire  transfer  of  immediately
available funds to a bank account designated by the Company, against delivery to
FTN  for  the  respective  accounts  of the  Underwriters  of  the  Underwritten
Securities to be purchased by them. It is understood  that each  Underwriter has
authorized  FTN, for its account,  to accept  delivery of, receipt for, and make
payment of the purchase  price for,  the  Underwritten  Securities  which it has
severally agreed to purchase. FTN, individually and not as representative of the
Underwriters,  may (but shall not be obligated  to) make payment of the purchase
price for the Underwritten  Securities to be purchased by any Underwriter  whose
funds have not been  received by the Closing  Time,  but such payment  shall not
relieve such Underwriter from its obligations hereunder.

     (c) Denominations;  Registration.  The Underwritten  Securities shall be in
such denominations and registered in such names as FTN may request in writing at
least  one  full  business  day  prior to the  Closing  Time.  The  Underwritten
Securities  will be made available for  examination  and packaging by FTN in The
City of New York not later than 10:00 A.M.  (Eastern  time) on the  business day
prior to the Closing Time.

     SECTION 3.  Covenants of the Company.  The Company  covenants  with FTN and
with each Underwriter  participating in the offering of Underwritten Securities,
as follows:

     (a) Compliance with Securities  Regulations  and Commission  Requests.  The
Company,  subject to Section 3(b), will notify FTN immediately,  and confirm the
notice in writing,  of (i) the effectiveness of any post-effective  amendment to
the  Registration  Statement or the filing of any supplement or amendment to the
Prospectus,  (ii) the receipt of any  comments  from the  Commission,  (iii) any
request by the Commission for any amendment to the Registration Statement or any
amendment or supplement to the  Prospectus or for  additional  information,  and
(iv)  the  issuance  by  the  Commission  of  any  stop  order   suspending  the
effectiveness  of the  Registration  Statement  or of any  order  preventing  or
suspending the use of any  preliminary  prospectus,  or of the suspension of the
qualification  of the  Underwritten  Securities  for  offering  or  sale  in any
jurisdiction,  or of the initiation or threatening of any proceedings for any of
such purposes.  The Company will promptly effect the filings necessary  pursuant
to Rule 424 and will take such steps as it deems necessary to ascertain promptly
whether the  Prospectus  transmitted  for filing under Rule 424 was received for
filing by the  Commission  and, in the event that it was not,  it will  promptly
file the Prospectus.  The Company will make every  reasonable  effort to prevent
the  issuance of any stop order and, if any stop order is issued,  to obtain the
lifting thereof at the earliest possible moment.

                                       10
<PAGE>
     (b) Filing of Amendments. The Company will give FTN notice of its intention
to file or prepare any amendment to the  Registration  Statement  (including any
filing  under Rule  462(b) of the 1933 Act  Regulations),  any Term Sheet or any
amendment,  supplement  or  revision  to either the  prospectus  included in the
Registration  Statement at the time it became  effective  or to the  Prospectus,
whether  pursuant to the 1933 Act, the 1934 Act or  otherwise,  will furnish FTN
with  copies of any such  documents  a  reasonable  amount of time prior to such
proposed  filing or use,  as the case may be,  and will not file or use any such
document to which FTN or counsel for the Underwriters shall object.

     (c) Delivery of Registration Statements.  The Company has furnished or will
deliver to FTN and  counsel  for the  Underwriters,  without  charge,  conformed
copies of the  Registration  Statement as originally filed and of each amendment
thereto (including exhibits filed therewith or incorporated by reference therein
and documents  incorporated or deemed to be incorporated by reference  therein),
conformed copies of all consents and  certificates of experts,  signed copies of
the Company's  Annual  Report on Form 10-K for the year ended  December 31, 2002
and signed copies of all consents and  certificates  of experts filed  therewith
and  will  also  deliver  to  FTN,  without  charge,  a  conformed  copy  of the
Registration  Statement  as  originally  filed  and of  each  amendment  thereto
(without exhibits) for each of the Underwriters.  The Registration Statement and
each amendment  thereto  furnished to the Underwriters  will be identical to any
electronically  transmitted copies thereof filed with the Commission pursuant to
EDGAR, except to the extent permitted by Regulation S-T.

     (d) Delivery of Prospectuses. The Company will deliver to each Underwriter,
without  charge,  as  many  copies  of  each  preliminary   prospectus  as  such
Underwriter may reasonably  request,  and the Company hereby consents to the use
of such copies for purposes  permitted by the 1933 Act. The Company will furnish
to each  Underwriter,  without charge,  during the period when the Prospectus is
required  to be  delivered  under the 1933 Act or the 1934 Act,  such  number of
copies  of the  Prospectus  as such  Underwriter  may  reasonably  request.  The
Prospectus  and  any  amendments  or  supplements   thereto   furnished  to  the
Underwriters will be identical to any electronically  transmitted copies thereof
filed with the Commission  pursuant to EDGAR,  except to the extent permitted by
Regulation S-T.

     (e) Continued Compliance with Securities Laws. The Company will comply with
the  1933 Act and the  1933  Act  Regulations  and the 1934 Act and the 1934 Act
Regulations  so  as  to  permit  the  completion  of  the  distribution  of  the
Underwritten  Securities as contemplated in this Underwriting  Agreement and the
applicable Terms Agreement and in the Registration Statement and the Prospectus.
If at any time when the  Prospectus  is required by the 1933 Act or the 1934 Act
to be  delivered in  connection  with sales of the  Securities,  any event shall
occur or  condition  shall  exist as a result of which it is  necessary,  in the
opinion  of  counsel  for the  Underwriters  or for the  Company,  to amend  the
Registration Statement in order that the Registration Statement will not contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements  therein not misleading
or to amend or supplement the  Prospectus in order that the Prospectus  will not
include an untrue  statement of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading in the light of
the circumstances existing at the time it is delivered to a purchaser,  or if it
shall be necessary,  in the opinion of such  counsel,  at any such time to amend

                                       11
<PAGE>
the  Registration  Statement or amend or supplement  the  Prospectus in order to
comply with the  requirements of the 1933 Act or the 1933 Act  Regulations,  the
Company will promptly  prepare and file with the Commission,  subject to Section
3(b), such amendment or supplement as may be necessary to correct such statement
or omission or to make the Registration  Statement or the Prospectus comply with
such  requirements,  and the Company will furnish to the  Underwriters,  without
charge,   such  number  of  copies  of  such  amendment  or  supplement  as  the
Underwriters may reasonably request.

     (f) Blue Sky  Qualifications.  The Company  will use its best  efforts,  in
cooperation with the  Underwriters,  to qualify the Underwritten  Securities for
offering and sale under the applicable  securities laws of such states and other
jurisdictions  (domestic or foreign) as FTN may  designate  and to maintain such
qualifications in effect for a period of not less than one year from the date of
the applicable Terms Agreement; provided, however, that the Company shall not be
obligated  to file any general  consent to service of process or to qualify as a
foreign corporation or as a dealer in securities in any jurisdiction in which it
is not so  qualified  or to  subject  itself to  taxation  in  respect  of doing
business in any  jurisdiction  in which it is not otherwise so subject.  In each
jurisdiction in which the  Underwritten  Securities have been so qualified,  the
Company will file such  statements and reports as may be required by the laws of
such  jurisdiction to continue such  qualification in effect for a period of not
less than one year from the date of such Terms Agreement.

     (g) Earnings Statement.  The Company will timely file such reports pursuant
to the 1934 Act as are  necessary  in order to make  generally  available to its
securityholders  as soon as practicable  an earnings  statement for the purposes
of, and to provide the benefits  contemplated  by, the last paragraph of Section
11(a) of the 1933 Act.

     (h) Use of Proceeds.  The Company will use the net proceeds  received by it
from the sale of the  Underwritten  Securities  in the manner  specified  in the
Prospectus under "Use of Proceeds".

     (i) Listing. The Company will use its best efforts to effect the listing of
the  Underwritten  Securities,  prior  to the  Closing  Time,  on  any  national
securities  exchange or quotation  system if and as specified in the  applicable
Terms Agreement.

     (j)  Restriction on Sale of Securities.  Between the date of the applicable
Terms  Agreement and the Closing Time or such other date specified in such Terms
Agreement,  the Company will not,  without the prior written consent of FTN, (1)
offer,  sell,  contract  to  sell  or  otherwise  dispose  of  any  Underwritten
Securities or any debt securities of the Company that are substantially  similar
to  the  Underwritten   Securities  (the  "Similar  Securities")  or  securities
convertible  into or  exchangeable  for the  Underwritten  Securities or Similar
Securities  or sell or grant  options,  rights or warrants  with  respect to the
Underwritten  Securities  or  Similar  Securities  or (2) enter into any swap or
other  derivatives  transaction that transfers to another,  in whole or in part,
any  of the  economic  benefits  or  risks  of  ownership  of  the  Underwritten
Securities  or Similar  Securities,  whether any such  transaction  described in
clause  (1) or (2)  above  is to be  settled  by  delivery  of the  Underwritten
Securities, Similar Securities or other securities, in cash or otherwise.

                                       12
<PAGE>
     (k)  Reporting  Requirements.  The  Company,  during  the  period  when the
Prospectus is required to be delivered  under the 1933 Act or the 1934 Act, will
file all documents required to be filed with the Commission pursuant to the 1934
Act  within  the  time  periods  required  by the  1934  Act  and the  1934  Act
Regulations.

     SECTION 4. Payment of Expenses.

     (a) Expenses. The Company will pay all expenses incident to the performance
of its obligations  under this  Underwriting  Agreement or the applicable  Terms
Agreement,   including  (i)  the   preparation,   printing  and  filing  of  the
Registration   Statement   (including  financial  statements  and  exhibits)  as
originally filed and of each amendment thereto,  (ii) the preparation,  printing
and  delivery to the  Underwriters  of this  Underwriting  Agreement,  any Terms
Agreement,  any Agreement  among  Underwriters,  the  Indentures  and such other
documents as may be required in connection  with the offering,  purchase,  sale,
issuance or  delivery of the  Underwritten  Securities,  (iii) the  preparation,
issuance  and  delivery  of the  Underwritten  Securities  to the  Underwriters,
including  any  transfer  taxes and any stamp or other  duties  payable upon the
sale,  issuance or delivery of the Underwritten  Securities to the Underwriters,
(iv) the fees and disbursements of the Company's counsel,  accountants and other
advisors or agents  (including  transfer agents and registrars),  as well as the
fees and  disbursements  of the Trustees and their respective  counsel,  (v) the
qualification  of the  Underwritten  Securities  under state  securities laws in
accordance with the provisions of Section 3(f) hereof, including filing fees and
the  reasonable  fees and  disbursements  of  counsel  for the  Underwriters  in
connection  therewith  and in  connection  with the  preparation,  printing  and
delivery of the Blue Sky Survey,  and any amendment  thereto,  (vi) the printing
and delivery to the Underwriters of copies of each preliminary  prospectus,  any
Term Sheet, and the Prospectus and any amendments or supplements thereto,  (vii)
the fees charged by nationally  recognized  statistical rating organizations for
the rating of the Underwritten Securities, (viii) the fees and expenses incurred
with respect to the listing of the Underwritten  Securities,  (ix) the costs and
expenses of the Company  relating to investor  presentations  on any "road show"
undertaken in  connection  with the  marketing of the  Underwritten  Securities,
including,  without limitation,  expenses associated with the production of road
show  slides and  graphics,  fees and  expenses  of any  consultants  engaged in
connection with the road show presentations,  travel and lodging expenses of the
representatives  and officers of the Company and any such  consultants,  and the
cost of aircraft and other transportation  chartered in connection with the road
show, (x) the filing fees incident to, and the reasonable fees and disbursements
of counsel to the  Underwriters in connection  with, the review,  if any, by the
NASD of the terms of the sale of the  Underwritten  Securities and (xi) the fees
and  expenses  of  any  Underwriter  acting  in  the  capacity  of a  "qualified
independent  underwriter"  (as defined in Rule  2720(b)(15)  of the NASD Conduct
Rules), if applicable.

     (b)  Termination  of  Agreement.  If  the  applicable  Terms  Agreement  is
terminated  by FTN in  accordance  with the  provisions  of Section 5 or Section
9(b)(i) hereof,  the Company shall reimburse the  Underwriters  for all of their
out-of-pocket  expenses,  including the  reasonable  fees and  disbursements  of
counsel for the Underwriters.

     SECTION 5. Conditions of Underwriters' Obligations.  The obligations of the
Underwriters to purchase and pay for the Underwritten Securities pursuant to the

                                       13
<PAGE>
applicable  Terms  Agreement are subject to the accuracy of the  representations
and warranties of the Company  contained in Section 1 hereof or in  certificates
of any officer of the Company or any of its subsidiaries  delivered  pursuant to
the provisions  hereof,  to the  performance by the Company of its covenants and
other obligations hereunder, and to the following further conditions:

     (a) Effectiveness of Registration  Statement.  The Registration  Statement,
including any Rule 462(b) Registration Statement, has become effective under the
1933 Act and no stop order  suspending  the  effectiveness  of the  Registration
Statement  shall have been issued under the 1933 Act and no proceedings for that
purpose  shall  have  been  instituted  or  be  pending  or  threatened  by  the
Commission,  and any  request  on the  part  of the  Commission  for  additional
information  shall have been complied  with to the  reasonable  satisfaction  of
counsel to the Underwriters. A prospectus containing information relating to the
description of the Underwritten Securities,  the specific method of distribution
and similar matters shall have been filed with the Commission in accordance with
Rule 424(b)(1), (2), (3), (4) or (5), as applicable.

     (b) Opinion of Counsel for Company  and  Assistant  General  Counsel to the
Company.  At Closing Time, FTN shall have received the favorable opinion,  dated
as of Closing Time, of each of Baker, Donelson,  Bearman & Caldwell, counsel for
the  Company,  and Clyde A.  Billings,  Jr.,  Senior Vice  President,  Assistant
General  Counsel and Corporate  Secretary of the Company,  in form and substance
satisfactory to counsel for the Underwriters, together with signed or reproduced
copies of such  letter  for each of the other  Underwriters,  to the  effect set
forth in Exhibit B-1 and Exhibit B-2 hereto,  respectively,  and to such further
effect as counsel to the  Underwriters  may reasonably  request.  In giving such
opinion,  each such counsel may rely, as to all matters  governed by the laws of
jurisdictions  other than the law of the State of Tennessee,  the federal law of
the United States and the General Corporation Law of the State of Delaware, upon
the opinions of counsel  satisfactory  to FTN.  Each such counsel may also state
that, insofar as such opinion involves factual matters, they have relied, to the
extent they deem proper,  upon  certificates  of officers of the Company and its
subsidiaries and certificates of public officials.

     (c) Opinion of Counsel for  Underwriters.  At Closing Time,  FTN shall have
received the favorable opinion, dated as of Closing Time, of Sidley Austin Brown
& Wood LLP,  counsel for the  Underwriters,  together  with signed or reproduced
copies of such letter for each of the other  Underwriters,  with  respect to the
matters set forth in (1),  (2), (4) - (7) and (8) of Exhibit B-1 hereto  (solely
as to  the  information  in  the  Prospectus  under  "Description  of  the  Debt
Securities" or any caption  purporting to describe any such  Securities),  (10),
(11),  (14) of Exhibit B-1 hereto and the  penultimate  paragraph of Exhibit B-1
hereto.  In giving  such  opinion,  such  counsel  may rely,  as to all  matters
governed  by the laws of  jurisdictions  other  than the law of the State of New
York,  the federal law of the United States and the General  Corporation  Law of
the State of Delaware,  upon the opinions of counsel  satisfactory  to FTN. Such
counsel may also state that,  insofar as such opinion  involves factual matters,
they have relied, to the extent they deem proper,  upon certificates of officers
of the Company and its subsidiaries and certificates of public officials.

     (d)  Officers'  Certificate.  At Closing  Time,  there shall not have been,
since the date of the applicable  Terms Agreement or since the respective  dates
as of which information is given in the Prospectus,  any material adverse change
in the condition,  financial or otherwise, or in the earnings,  business affairs
or business  prospects  of the Company and its  subsidiaries  considered  as one

                                       14
<PAGE>
enterprise,  whether or not arising in the ordinary course of business,  and FTN
shall have  received a certificate  of the President or a Vice  President of the
Company and of the chief financial  officer or chief  accounting  officer of the
Company, dated as of Closing Time, to the effect that (i) there has been no such
material adverse change, (ii) the representations and warranties in Section 1(a)
are true and correct with the same force and effect as though  expressly made at
and as of the Closing Time,  (iii) the Company has complied with all  agreements
and  satisfied  all  conditions  on its part to be  performed or satisfied at or
prior to the Closing Time, and (iv) no stop order  suspending the  effectiveness
of the  Registration  Statement  has been  issued  and no  proceedings  for that
purpose  have been  instituted,  are pending  or, to the best of such  officer's
knowledge, are threatened by the Commission.

     (e)  Accountant's  Comfort  Letter.  At the  time of the  execution  of the
applicable Terms Agreement, FTN shall have received from KPMG LLP a letter dated
such date, in form and substance  satisfactory  to FTN,  together with signed or
reproduced copies of such letter for each of the other Underwriters,  containing
statements  and  information  of the type  ordinarily  included in  accountants'
"comfort letters" to underwriters  with respect to the financial  statements and
certain financial  information  contained in the Registration  Statement and the
Prospectus.

     (f)  Bring-down  Comfort  Letter.  At Closing Time, FTN shall have received
from  KPMG LLP a letter,  dated as of  Closing  Time,  to the  effect  that they
reaffirm the statements made in the letter furnished  pursuant to subsection (e)
of this Section 5, except that the  specified  date  referred to shall be a date
not more than three business days prior to the Closing Time.

     (g) Ratings.  At Closing Time, the  Underwritten  Securities shall have the
ratings accorded by any "nationally recognized statistical rating organization",
as defined by the  Commission  for  purposes of Rule  436(g)(2)  of the 1933 Act
Regulations,  if and as specified in the  applicable  Terms  Agreement,  and the
Company shall have delivered to FTN a letter,  dated as of such date,  from each
such rating organization, or other evidence satisfactory to FTN, confirming that
the  Underwritten  Securities have such ratings.  Since the time of execution of
such  Terms  Agreement,  there  shall not have  occurred  a  downgrading  in, or
withdrawal of, the rating assigned to the Underwritten  Securities or any of the
Company's other securities by any such rating  organization,  and no such rating
organization  shall have publicly  announced that it has under  surveillance  or
review its rating of the  Underwritten  Securities or any of the Company's other
securities.

     (h) Approval of Listing. At Closing Time, the Underwritten Securities shall
have been approved for listing,  subject only to official notice of issuance, if
and as specified in the applicable Terms Agreement.

     (i)  No  Objection.  If  the  Registration  Statement  or  an  offering  of
Underwritten  Securities has been filed with the NASD for review, the NASD shall
not have raised any objection with respect to the fairness and reasonableness of
the underwriting terms and arrangements.

     (j) Additional  Documents.  At Closing Time,  counsel for the  Underwriters
shall have been  furnished  with such documents and opinions as they may require
for the  purpose  of  enabling  them to pass upon the  issuance  and sale of the
Underwritten  Securities  as herein  contemplated,  or in order to evidence  the

                                       15
<PAGE>
accuracy of any of the representations or warranties,  or the fulfillment of any
of the conditions, herein contained; and all proceedings taken by the Company in
connection with the issuance and sale of the  Underwritten  Securities as herein
contemplated  shall be satisfactory in form and substance to FTN and counsel for
the Underwriters.

     (k)  Termination  of Terms  Agreement.  If any condition  specified in this
Section 5 shall not have been  fulfilled  when and as required to be  fulfilled,
the applicable Terms Agreement may be terminated by FTN by notice to the Company
at any time at or prior  to the  Closing  Time,  and such  termination  shall be
without  liability of any party to any other party except as provided in Section
4 and except that Sections 1, 6, 7 and 8 shall survive any such  termination and
remain in full force and effect.

     SECTION 6. Indemnification.

     (a)  Indemnification  of Underwriters.  The Company agrees to indemnify and
hold  harmless  each  Underwriter  and each  person,  if any,  who  controls any
Underwriter  within  the  meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act as follows:

          (1) against  any and all loss,  liability,  claim,  damage and expense
     whatsoever,  as  incurred,  arising out of any untrue  statement or alleged
     untrue statement of a material fact contained in the Registration Statement
     (or any amendment  thereto),  or the omission or alleged omission therefrom
     of a material fact  required to be stated  therein or necessary to make the
     statements therein not misleading or arising out of any untrue statement or
     alleged  untrue  statement of a material fact  included in any  preliminary
     prospectus or the Prospectus (or any amendment or supplement  thereto),  or
     the omission or alleged omission  therefrom of a material fact necessary in
     order to make the  statements  therein,  in the light of the  circumstances
     under which they were made, not misleading;

          (2) against  any and all loss,  liability,  claim,  damage and expense
     whatsoever,  as  incurred,  to the extent of the  aggregate  amount paid in
     settlement of any  litigation,  or any  investigation  or proceeding by any
     governmental  agency  or  body,  commenced  or  threatened,  or  any  claim
     whatsoever  based upon any such untrue  statement or omission,  or any such
     alleged  untrue  statement or omission;  provided  that (subject to Section
     6(d) below) any such settlement is effected with the written consent of the
     Company; and

          (3) against any and all expense whatsoever, as incurred (including the
     fees and  disbursements of counsel chosen by FTN),  reasonably  incurred in
     investigating,  preparing  or  defending  against  any  litigation,  or any
     investigation or proceeding by any governmental  agency or body,  commenced
     or threatened, or any claim whatsoever based upon any such untrue statement
     or omission,  or any such  alleged  untrue  statement  or omission,  to the
     extent that any such expense is not paid under (1) or (2) above;

provided,  however,  that this indemnity  agreement shall not apply to any loss,
liability,  claim,  damage or expense to the  extent  arising  out of any untrue
statement or omission or alleged  untrue  statement or omission made in reliance
upon and in conformity with written information  furnished to the Company by any
Underwriter through FTN expressly for use in the Registration  Statement (or any
amendment  thereto),  or any  preliminary  prospectus or the  Prospectus (or any

                                       16
<PAGE>
amendment or supplement thereto);  provided, further, however, that with respect
to any untrue  statement  or omission of material  fact made in any  preliminary
prospectus,  the  indemnity  agreement  contained in this Section 6(a) shall not
inure to the benefit of any Underwriter  from whom the person asserting any such
loss,  claim,  damage or liability  purchased the securities  concerned,  to the
extent that any such loss, claim, damage or liability of such Underwriter occurs
under the circumstance where (i) the Company had previously  furnished copies of
the Prospectus to the Underwriter,  (ii) delivery of the Prospectus was required
by Act to be made to such person,  (iii) the untrue  statement or alleged untrue
statement  or omission or alleged  omission of material  fact  contained  in the
preliminary  prospectus  was corrected in the  Prospectus and (iv) there was not
sent or given to such person,  at or prior to the written  confirmation  of such
securities to such person, a copy of the Prospectus.

     (b)  Indemnification of Company,  Directors and Officers.  Each Underwriter
severally agrees to indemnify and hold harmless the Company, its directors, each
of its officers who signed the Registration Statement,  and each person, if any,
who  controls  the  Company  within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act against any and all loss,  liability,  claim,  damage
and expense  described  in the  indemnity  contained in  subsection  (a) of this
Section,  as incurred,  but only with respect to untrue statements or omissions,
or alleged untrue  statements or omissions,  made in the Registration  Statement
(or any amendment thereto), or any preliminary  prospectus or the Prospectus (or
any  amendment or supplement  thereto) in reliance  upon and in conformity  with
written  information  furnished to the Company by such  Underwriter  through FTN
expressly for use in the  Registration  Statement (or any amendment  thereto) or
such  preliminary  prospectus or the  Prospectus (or any amendment or supplement
thereto).

     (c) Actions against Parties;  Notification.  Each  indemnified  party shall
give notice as promptly as reasonably  practicable to each indemnifying party of
any action  commenced  against it in  respect of which  indemnity  may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying  party  from  any  liability  hereunder  to  the  extent  it is not
materially  prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement.  In the case of parties  indemnified  pursuant to Section 6(a) above,
counsel to the indemnified parties shall be selected by FTN, and, in the case of
parties indemnified  pursuant to Section 6(b) above,  counsel to the indemnified
parties shall be selected by the Company.  An indemnifying party may participate
at its own expense in the defense of any such action;  provided,  however,  that
counsel to the  indemnifying  party  shall not  (except  with the consent of the
indemnified  party) also be counsel to the indemnified  party. In no event shall
the  indemnifying  parties  be  liable  for fees and  expenses  of more than one
counsel (in addition to any local  counsel)  separate from their own counsel for
all  indemnified  parties  in  connection  with any one action or  separate  but
similar or  related  actions in the same  jurisdiction  arising  out of the same
general allegations or circumstances.  No indemnifying party shall,  without the
prior  written  consent of the  indemnified  parties,  settle or  compromise  or
consent to the entry of any  judgment  with  respect to any  litigation,  or any
investigation  or proceeding by any  governmental  agency or body,  commenced or
threatened,  or any claim  whatsoever  in  respect of which  indemnification  or
contribution  could be sought under this Section 6 or Section 7 hereof  (whether
or not the indemnified parties are actual or potential parties thereto),  unless
such settlement,  compromise or consent (i) includes an unconditional release of

                                       17
<PAGE>
each  indemnified  party  from all  liability  arising  out of such  litigation,
investigation,  proceeding  or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

     (d) Settlement  without Consent if Failure to Reimburse.  If at any time an
indemnified  party shall have requested an  indemnifying  party to reimburse the
indemnified  party for fees and  expenses of counsel,  such  indemnifying  party
agrees that it shall be liable for any settlement of the nature  contemplated by
Section 6(a)(2)  effected  without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such  indemnifying  party of the
aforesaid  request,  (ii) such indemnifying  party shall have received notice of
the terms of such  settlement  at least 30 days prior to such  settlement  being
entered into and (iii) such  indemnifying  party shall not have  reimbursed such
indemnified  party in  accordance  with such  request  prior to the date of such
settlement.

     SECTION 7. Contribution.  If the indemnification  provided for in Section 6
hereof is for any reason  unavailable  to or  insufficient  to hold  harmless an
indemnified  party in respect of any  losses,  liabilities,  claims,  damages or
expenses referred to therein,  then each indemnifying  party shall contribute to
the aggregate amount of such losses,  liabilities,  claims, damages and expenses
incurred by such  indemnified  party, as incurred,  (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company, on the one
hand,  and the  Underwriters,  on the  other  hand,  from  the  offering  of the
Underwritten  Securities  pursuant to the applicable  Terms Agreement or (ii) if
the  allocation  provided by clause (i) is not permitted by  applicable  law, in
such  proportion  as is  appropriate  to reflect not only the relative  benefits
referred to in clause (i) above but also the relative  fault of the Company,  on
the one hand, and the  Underwriters,  on the other hand, in connection  with the
statements  or omissions  which  resulted in such losses,  liabilities,  claims,
damages or expenses, as well as any other relevant equitable considerations.

     The relative  benefits  received by the Company,  on the one hand,  and the
Underwriters,  on the  other  hand,  in  connection  with  the  offering  of the
Underwritten  Securities  pursuant to the applicable  Terms  Agreement  shall be
deemed to be in the same  respective  proportions as the total net proceeds from
the  offering  of  such  Underwritten  Securities  (before  deducting  expenses)
received  by the  Company and the total  underwriting  discount  received by the
Underwriters,  in each case as set forth on the cover of the Prospectus, bear to
the aggregate initial public offering price of such  Underwritten  Securities as
set forth on such cover.

     The relative fault of the Company,  on the one hand, and the  Underwriters,
on the other hand,  shall be  determined  by reference  to, among other  things,
whether  any such  untrue or alleged  untrue  statement  of a  material  fact or
omission or alleged  omission to state a material  fact  relates to  information
supplied by the Company or by the Underwriters and the parties' relative intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement or omission.

     The  Company  and the  Underwriters  agree  that it  would  not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation  (even  if the  Underwriters  were  treated  as one  entity  for such
purpose) or by any other method of allocation which does not take account of the
equitable  considerations  referred  to above in this  Section 7. The  aggregate
amount of losses,  liabilities,  claims,  damages  and  expenses  incurred by an
indemnified  party and  referred  to above in this  Section 7 shall be deemed to

                                       18
<PAGE>
include any legal or other  expenses  reasonably  incurred  by such  indemnified
party in investigating,  preparing or defending  against any litigation,  or any
investigation  or proceeding by any  governmental  agency or body,  commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

     Notwithstanding  the provisions of this Section 7, no Underwriter  shall be
required  to  contribute  any  amount in excess of the amount by which the total
price at which the Underwritten Securities underwritten by it and distributed to
the public were  offered to the public  exceeds the amount of any damages  which
such Underwriter has otherwise been required to pay by reason of any such untrue
or alleged untrue statement or omission or alleged omission.

     No person  guilty of  fraudulent  misrepresentation  (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

     For  purposes  of this  Section 7, each  person,  if any,  who  controls an
Underwriter  within  the  meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter, and
each  director  of the  Company,  each  officer  of the  Company  who signed the
Registration Statement, and each person, if any, who controls the Company within
the  meaning  of  Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
have  the  same  rights  to  contribution  as  the  Company.  The  Underwriters'
respective  obligations to contribute  pursuant to this Section 7 are several in
proportion to the number or aggregate  principal  amount, as the case may be, of
Underwritten  Securities  set  forth  opposite  their  respective  names  in the
applicable Terms Agreement, and not joint.

     SECTION 8. Representations,  Warranties and Agreements to Survive Delivery.
All  representations,  warranties and agreements  contained in this Underwriting
Agreement or the applicable  Terms  Agreement or in  certificates of officers of
the  Company or any of its  subsidiaries  submitted  pursuant  hereto or thereto
shall  remain  operative  and  in  full  force  and  effect,  regardless  of any
investigation made by or on behalf of any Underwriter or controlling  person, or
by or on behalf of the Company,  and shall  survive  delivery of and payment for
the Underwritten Securities.

     SECTION 9. Termination.

     (a) Underwriting  Agreement.  This  Underwriting  Agreement  (excluding the
applicable  Terms Agreement) may be terminated for any reason at any time by the
Company  or by FTN upon the  giving  of 30 days'  prior  written  notice of such
termination to the other party hereto.

     (b) Terms Agreement.  FTN may terminate the applicable Terms Agreement,  by
notice to the Company,  at any time at or prior to the Closing Time if (i) there
has been,  since the time of  execution  of such  Terms  Agreement  or since the
respective  dates  as of which  information  is  given  in the  Prospectus,  any
material  adverse  change in the  condition,  financial or otherwise,  or in the
earnings,  business  affairs  or  business  prospects  of the  Company  and  its
subsidiaries  considered  as  one  enterprise,  whether  or not  arising  in the
ordinary  course of business,  or (ii) there has  occurred any material  adverse
change in the  financial  markets  in the  United  States  or the  international

                                       19
<PAGE>
financial  markets,  or any  outbreak  or  escalation  of  hostilities  or other
calamity or crisis or any change or development  involving a prospective  change
in national or international  political,  financial or economic  conditions,  in
each case the  effect of which is such as to make it,  in the  judgment  of FTN,
impracticable or inadvisable to market the Underwritten Securities or to enforce
contracts for the sale of the Underwritten  Securities,  or (iii) trading in any
securities  of the  Company  has been  suspended  or  materially  limited by the
Commission or the New York Stock  Exchange,  or if trading  generally on the New
York Stock Exchange or the American Stock Exchange or in the Nasdaq Stock Market
has been  suspended  or  materially  limited,  or minimum or maximum  prices for
trading have been fixed,  or maximum  ranges for prices have been  required,  by
either of said  exchanges or by such system or by order of the  Commission,  the
NASD or any other governmental  authority, or (iv) a banking moratorium has been
declared by either  Federal or  Tennessee  authorities  or, if the  Underwritten
Securities include Debt Securities denominated or payable in, or indexed to, one
or more foreign or composite  currencies,  by the  relevant  authorities  in the
related  foreign  country  or  countries,  or (v)  there  has  been  a  material
disruption in securities settlement, payment or clearance services in the United
States,  or (vi) there  shall have come to the  attention  of FTN any facts that
would cause them to reasonably  believe that the Prospectus,  at the time it was
required to be delivered to a purchaser of the Underwritten Securities, included
an untrue  statement  of a material  fact or  omitted  to state a material  fact
necessary in order to make the statements therein, in light of the circumstances
existing at the time of such delivery,  not misleading.  As used in this Section
9, the term "Prospectus"  means the Prospectus in the form first provided to the
Underwriters for use in confirming sales of the related Underwritten Securities.

     (c)  Liabilities.  If this  Underwriting  Agreement or the applicable Terms
Agreement is terminated  pursuant to this Section 9, such  termination  shall be
without  liability of any party to any other party except as provided in Section
4 hereof,  and provided  further that  Sections 1, 6, 7 and 8 shall survive such
termination and remain in full force and effect.

     SECTION 10. Default by One or More of the  Underwriters.  If one or more of
the  Underwriters  shall fail at the Closing Time to purchase  the  Underwritten
Securities which it or they are obligated to purchase under the applicable Terms
Agreement (the "Defaulted Securities"), then FTN shall have the right, within 24
hours  thereafter,  to make  arrangements for one or more of the  non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the  Defaulted  Securities in such amounts as may be agreed upon and upon the
terms  herein  set  forth;  if,  however,  FTN  shall  not have  completed  such
arrangements within such 24-hour period, then:

     (a) if the number or  aggregate  principal  amount,  as the case may be, of
Defaulted  Securities  does not exceed 10% of the number or aggregate  principal
amount,  as the case may be, of Underwritten  Securities to be purchased on such
date pursuant to such Terms Agreement, the non-defaulting  Underwriters shall be
obligated, severally and not jointly, to purchase the full amount thereof in the
proportions  that their  respective  underwriting  obligations  under such Terms
Agreement  bear  to  the   underwriting   obligations   of  all   non-defaulting
Underwriters, or

     (b) if the number or  aggregate  principal  amount,  as the case may be, of
Defaulted Securities exceeds 10% of the number or aggregate principal amount, as

                                       20
<PAGE>
the case  may be,  of  Underwritten  Securities  to be  purchased  on such  date
pursuant to such Terms Agreement,  such Terms Agreement shall terminate  without
liability on the part of any non-defaulting Underwriter.

     No action taken  pursuant to this Section 10 shall  relieve any  defaulting
Underwriter from liability in respect of its default.

     In the event of any such default which does not result in a termination  of
the applicable Terms  Agreement,  either FTN or the Company shall have the right
to postpone the Closing Time for a period not  exceeding  seven days in order to
effect any required changes in the  Registration  Statement or the Prospectus or
in any other documents or arrangements.

     SECTION 11. Notices. All notices and other  communications  hereunder shall
be in  writing  and  shall be  deemed  to have  been  duly  given if  mailed  or
transmitted  by  any  standard  form  of   telecommunication.   Notices  to  the
Underwriters shall be directed to FTN at 845 Crossover Lane, Suite 150, Memphis,
Tennessee  38117,  facsimile  (901)  537-7872,  attention  of James D.  Wingett,
Managing  Director;  and notices to the Company shall be directed to it at First
Tennessee National Corporation,  165 Madison Avenue,  Memphis,  Tennessee 38103,
attention of Milton A. Gutelius, Jr., Senior Vice President and Treasurer.

     SECTION 12. Parties.  This Underwriting  Agreement and the applicable Terms
Agreement  shall each inure to the benefit of and be binding  upon the  Company,
FTN and, upon  execution of such Terms  Agreement,  any other  Underwriters  and
their respective successors. Nothing expressed or mentioned in this Underwriting
Agreement or such Terms  Agreement is intended or shall be construed to give any
person,  firm or corporation,  other than the  Underwriters  and the Company and
their  respective  successors  and the  controlling  persons  and  officers  and
directors   referred  to  in  Sections  6  and  7  and  their  heirs  and  legal
representatives,  any legal or  equitable  right,  remedy  or claim  under or in
respect of this Underwriting  Agreement or such Terms Agreement or any provision
herein  or  therein  contained.  This  Underwriting  Agreement  and  such  Terms
Agreement and all conditions  and provisions  hereof and thereof are intended to
be for the sole and  exclusive  benefit of the  parties  hereto and  thereto and
their  respective  successors,  and said  controlling  persons and  officers and
directors and their heirs and legal  representatives,  and for the benefit of no
other person, firm or corporation.  No purchaser of Underwritten Securities from
any  Underwriter  shall be deemed  to be a  successor  by reason  merely of such
purchase.

     SECTION 13. GOVERNING LAW. THIS  UNDERWRITING  AGREEMENT AND ANY APPLICABLE
TERMS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF TENNESSEE.

     SECTION 14. Effect of Headings. The Article and Section headings herein and
the  Table of  Contents  are for  convenience  only and  shall  not  affect  the
construction hereof.


                                       21
<PAGE>
     If the foregoing is in accordance with your understanding of our agreement,
please  sign and return to the  Company a  counterpart  hereof,  whereupon  this
Underwriting  Agreement,  along  with all  counterparts,  will  become a binding
agreement between FTN and the Company in accordance with its terms.

                                 Very truly yours,

                                 FIRST TENNESSEE NATIONAL CORPORATION


                                 By:/s/Milton A. Gutelius, Jr.
                                    --------------------------------------------
                                    Name:  Milton A. Gutelius, Jr.
                                    Title:  Senior Vice President and Treasurer

CONFIRMED AND ACCEPTED,
as of the date first above written:

FTN FINANCIAL SECURITIES CORP.


By:/s/James D. Wingett
   --------------------------------
   Name: James D. Wingett
   Title: Managing Director

                                       22
<PAGE>

                                                                       Exhibit A


                         FTN Financial Securities Corp
                            (a Tennessee corporation)

                                 Debt Securities

                                 TERMS AGREEMENT


                                                                       [.], 2003


To:      First Tennessee National Corporation
         165 Madison Avenue
         Memphis, Tennessee  38103

Ladies and Gentlemen:

     We  understand  that First  Tennessee  National  Corporation,  a  Tennessee
corporation (the "Company"),  proposes to issue and sell $o aggregate  principal
amount of [senior]  [subordinated]  debt securities  (such securities also being
hereinafter referred to as the "Underwritten Securities").  Subject to the terms
and  conditions  set  forth  or  incorporated  by  reference   herein,  we  [the
underwriters  named below (the  "Underwriters")]  offer to purchase [, severally
and not jointly,] the principal amount of Underwritten  Securities  opposite our
names set forth below at the purchase price set forth below.

                                      A-1
<PAGE>
                                                      Principal Amount of
                 Underwriter                        Underwritten Securities
-------------------------------------------------  ----------------------------

Total............................................      [$      ]
                                                       =========

         The Underwritten Securities shall have the following terms:

                                 Debt Securities
                                 ---------------
Title:
Rank:
Ratings:
Aggregate principal amount:
Denominations:
Currency of payment:
Interest rate or formula:
Interest payment dates:
Regular record dates:
Stated maturity date:
Redemption provisions:
Sinking fund requirements:
Conversion provisions:
Listing requirements:
Black-out provisions:
Fixed or Variable Price Offering: [Fixed] [Variable] Price Offering
     If Fixed Price Offering, initial public offering price per share:______% of
     the principal  amount,  plus accrued  interest  [amortized  original  issue
     discount], if any, from _________________.

Purchase  price:  ___% of principal  amount,  plus accrued  interest  [amortized
original issue discount], if any, from -----------------.
Form:
Other terms and conditions:
Closing date and location:

     All of the provisions  contained in the document attached as Annex I hereto
entitled "FIRST TENNESSEE NATIONAL  CORPORATION - Debt Securities - Underwriting
Agreement" are hereby  incorporated  by reference in their  entirety  herein and
shall be deemed to be a part of this Terms  Agreement  to the same  extent as if
such  provisions  had  been set  forth in full  herein.  Terms  defined  in such
document are used herein as therein defined.

                                      A-2

<PAGE>


     Please  accept this offer no later than ____  o'clock  P.M.  (New York City
time) on  ______________  by signing a copy of this Terms Agreement in the space
set forth below and returning the signed copy to us.

                                Very truly yours,



                                   FTN FINANCIAL SECURITIES CORP.


                                   By
                                      ---------------------------
                                      Authorized Signatory

Accepted:

FIRST TENNESSEE NATIONAL CORPORATION

By:
   ----------------------------------
   Name:
   Title:

                                      A-3
<PAGE>
                                                                     Exhibit B-1



                      FORM OF OPINION OF COMPANY'S COUNSEL
                           TO BE DELIVERED PURSUANT TO
                                  SECTION 5(b)

          (1) The Company has been duly  incorporated and is validly existing as
     a corporation in good standing under the laws of the State of Tennessee.

          (2) The Company has corporate  power and  authority to own,  lease and
     operate its  properties  and to conduct its  business as  described  in the
     Prospectus  and to enter into and  perform  its  obligations  under,  or as
     contemplated  under,  the  Underwriting  Agreement and the applicable Terms
     Agreement.

          (3) The Company has been duly  registered  as a bank  holding  company
     under the Bank Holding Company Act of 1956, as amended.

          (4) The Underwriting Agreement and the applicable Terms Agreement have
     been duly authorized, executed and delivered by the Company.

          (5) The  Underwritten  Securities  have  been duly  authorized  by the
     Company for issuance and sale  pursuant to the  Underwriting  Agreement and
     the applicable Terms Agreement.  The Underwritten  Securities,  when issued
     and  authenticated  in the manner provided for in the applicable  Indenture
     and delivered  against payment of the consideration  therefor  specified in
     such Terms Agreement, will constitute valid and legally binding obligations
     of the Company,  enforceable  against the Company in accordance  with their
     terms,  except as the  enforcement  thereof  may be limited by  bankruptcy,
     insolvency (including,  without limitation, all laws relating to fraudulent
     transfers), reorganization,  moratorium or other similar laws affecting the
     enforcement  of  creditors'   rights  generally  or  by  general  equitable
     principles (regardless of whether enforcement is considered in a proceeding
     in equity or at law),  and except  further as  enforcement  thereof  may be
     limited by  requirements  that a claim with respect to any Debt  Securities
     payable  in a foreign or  corporate  currency  (or a foreign  or  composite
     currency  judgment in respect of such claim) be converted into U.S. dollars
     at  a  rate  of  exchange  prevailing  on a  date  determined  pursuant  to
     applicable law or by governmental authority to limit, delay or prohibit the
     making of payments outside the United States.  The Underwritten  Securities
     are in the form  contemplated  by, and each  registered  holder  thereof is
     entitled to the benefits of, the applicable Indenture.

          (6) The applicable  Indenture has been duly  authorized,  executed and
     delivered by the Company and  (assuming  due  authorization,  execution and
     delivery thereof by the applicable Trustee) constitutes a valid and legally
     binding  agreement  of the  Company,  enforceable  against  the  Company in
     accordance with its terms, except as the enforcement thereof may be limited
     by bankruptcy, insolvency (including, without limitation, all laws relating
     to fraudulent

                                       B-1-1
<PAGE>
     transfers), reorganization,  moratorium or other similar laws affecting the
     enforcement  of  creditors'   rights  generally  or  by  general  equitable
     principles (regardless of whether enforcement is considered in a proceeding
     in equity or at law).

          (7) The Underwritten  Securities being sold pursuant to the applicable
     Terms  Agreement  and the  applicable  Indenture  conform  in all  material
     respects to the statements relating thereto contained in the Prospectus and
     are in  substantially  the form filed or incorporated by reference,  as the
     case may be, as an exhibit to the Registration Statement.

          (8) The  information  in the  Prospectus  under  "Description  of Debt
     Securities"  and  "Description  of the Notes" or any caption  purporting to
     describe any such Securities and in the  Registration  Statement under Item
     15, to the extent that it  constitutes  matters of law,  summaries of legal
     matters or the Company's  charter,  bylaws or legal  proceedings,  or legal
     conclusions,  has  been  reviewed  by us and  is  correct  in all  material
     respects.

          (9) To the best of our knowledge, there are no statutes or regulations
     that are required to be described in the Prospectus  that are not described
     as required.

          (10)  The   Registration   Statement   (including   any  Rule   462(b)
     Registration Statement) has been declared effective under the 1933 Act. Any
     required filing of the Prospectus  pursuant to Rule 424(b) has been made in
     the manner and within the time period required by Rule 424(b).  To the best
     of our  knowledge,  no  stop  order  suspending  the  effectiveness  of the
     Registration  Statement (or such Rule 462(b)  Registration  Statement)  has
     been issued  under the 1933 Act and no  proceedings  for that  purpose have
     been initiated or are pending or threatened by the Commission.

          (11)  The   Registration   Statement   (including   any  Rule   462(b)
     Registration   Statement)   and  each   amendment  or   supplement  to  the
     Registration  Statement (including any Rule 462(b) Registration  Statement)
     made by the  Company  prior to the date  hereof  (excluding  the  documents
     incorporated by reference  therein and other than the financial  statements
     and supporting  schedules  included  therein or omitted  therefrom and each
     Trustee's  Statement of  Eligibility  on Form T-1 (the "Form T-1s"),  as to
     which we express no opinion),  when the Registration  Statement  (including
     any Rule 462(b) Registration Statement) or any such amendment or supplement
     became  effective,  complied as to form in all material  respects  with the
     requirements of the 1933 Act and the 1933 Act  Regulations.  The Prospectus
     and each  amendment or  supplement  to the  Prospectus  made by the Company
     prior to the date hereof (excluding the documents incorporated by reference
     therein and other than the financial  statements and  supporting  schedules
     included therein or omitted therefrom,  as to which we express no opinion),
     when they were  filed  with the  Commission,  complied,  and as of the date
     hereof comply, as to form in all material respects with the requirements of
     1933 Act and the 1933 Act Regulations.

          (12) The documents  incorporated  by reference  into the Prospectus or
     any further amendments or supplements  thereto made by the Company prior to
     the  date  hereof  (other  than the  financial  statements  and  supporting
     schedules therein or omitted therefrom, as to which we express no opinion),
     when they were  filed  with the  Commission,  complied,  and as of the date
     hereof comply, as to form in all

                                       B-1-2
<PAGE>
     material  respects with the  requirements of the 1934 Act and the rules and
     regulations of the Commission thereunder.

          (13) No filing with, or  authorization,  approval,  consent,  license,
     order, registration,  qualification or decree of, any court or governmental
     authority or agency,  domestic or foreign, is necessary or required for the
     due authorization, execution or delivery by the Company of the Underwriting
     Agreement or the applicable  Terms  Agreement or for the performance by the
     Company  of  the  transactions  contemplated  under  the  Prospectus,   the
     Underwriting  Agreement,  such Terms Agreement or the applicable Indenture,
     other than under the 1933 Act, the 1933 Act  Regulations,  the 1939 Act and
     the 1939 Act  Regulations,  which  have  already  been  made,  obtained  or
     rendered, as applicable.

          (14) The applicable  Indenture has been duly qualified  under the 1939
     Act.

          (15)  The  Company  is not,  and  upon  the  issuance  and sale of the
     Underwritten  Securities as herein  contemplated and the application of the
     net  proceeds  therefrom as  described  in the  Prospectus  will not be, an
     "investment  company"  within the meaning of the Investment  Company Act of
     1940, as amended (the "1940 Act").

     Nothing has come to our  attention  that would lead us to believe  that the
Registration Statement (including any Rule 462(b) Registration Statement) or any
post-effective amendment thereto (except for financial statements and supporting
schedules and other financial data included therein or omitted therefrom and for
the Form T-1s, as to which we make no  statement),  at the time of the filing of
the Company's  most recent Annual Report on Form 10-K with the  Commission or at
the date of the applicable Terms  Agreement,  contained an untrue statement of a
material fact or omitted to state a material fact required to be stated  therein
or  necessary  to make  the  statements  therein  not  misleading  or  that  the
Prospectus  or  any  amendment  or  supplement  thereto  (except  for  financial
statements and supporting schedules and other financial data included therein or
omitted therefrom, as to which we make no statement), at the time the Prospectus
was issued,  at the time any such amended or supplemented  prospectus was issued
or at the Closing Time,  included or includes an untrue  statement of a material
fact or omitted or omits to state a material fact necessary in order to make the
statements  therein,  in the light of the  circumstances  under  which they were
made, not misleading.

     In  rendering  such  opinion,  such  counsel  may  rely  (A) as to  matters
involving the  application  of the laws of New York,  upon the opinion of Sidley
Austin Brown & Wood LLP (which  opinion  shall be dated and  furnished to FTN at
the Closing  Time and shall  expressly  state that such counsel may rely on such
opinion as if it were addressed to them), provided that Baker, Donelson, Bearman
&  Caldwell  shall  state in their  opinion  that  they  believe  that  they are
justified in relying upon such  opinion,  and (B) as to matters of fact (but not
as to legal  conclusions),  to the extent they deem proper,  on  certificates of
responsible officers of the Company and public officials. Such opinion shall not
state that it is to be governed or qualified by, or that it is otherwise subject
to, any treatise,  written policy or other document  relating to legal opinions,
including,  without  limitation,  the Legal Opinion Accord of the ABA Section of
Business Law (1991).

                                     B-1-3

<PAGE>
                                                                     Exhibit B-2


        FORM OF OPINION OF CLYDE A. BILLINGS, JR., SENIOR VICE PRESIDENT,
        ASSISTANT GENERAL COUNSEL AND CORPORATE SECRETARY OF THE COMPANY
                           TO BE DELIVERED PURSUANT TO
                                  SECTION 5(b)

          (1) The Company has been duly  incorporated and is validly existing as
     a corporation in good standing under the laws of the State of Tennessee.

          (2) The Company has corporate  power and  authority to own,  lease and
     operate its  properties  and to conduct its  business as  described  in the
     Prospectus  and to enter into and  perform  its  obligations  under,  or as
     contemplated  under,  the  Underwriting  Agreement and the applicable Terms
     Agreement.

          (3) The Company has been duly  registered  as a bank  holding  company
     under the Bank Holding Company Act of 1956, as amended.

          (4) The Company is duly qualified as a foreign corporation to transact
     business  and is in  good  standing  in each  jurisdiction  in  which  such
     qualification is required, whether by reason of the ownership or leasing of
     property or the conduct of business, except where the failure to so qualify
     or be in good standing would not result in a Material Adverse Effect.

          (5) The Subsidiary has been duly  incorporated and is validly existing
     as a corporation in good standing under the laws of the jurisdiction of its
     incorporation.  The Bank has been duly organized and is validly existing as
     a national  banking  association  under the laws of the United States.  The
     Subsidiary has corporate  power and authority to own, lease and operate its
     properties  and to conduct its business as described in the  Prospectus and
     is duly qualified as a foreign  corporation to transact  business and is in
     good standing in each jurisdiction in which such qualification is required,
     whether by reason of the ownership or leasing of property or the conduct of
     business,  except  where the  failure to so qualify or be in good  standing
     would  not  result  in a  Material  Adverse  Effect.  Except  as  otherwise
     described  in the  Prospectus,  all of the issued and  outstanding  capital
     stock of each of the Subsidiary  and the Bank has been duly  authorized and
     is validly issued,  fully paid and non-assessable  (except,  in the case of
     the Bank, as provided in 12 U.S.C.  ss. 55, as amended) and, to the best of
     our knowledge,  is owned by the Company,  directly or through subsidiaries,
     free  and  clear  of  any  security  interest,   mortgage,   pledge,  lien,
     encumbrance,  claim or equity.  None of the  outstanding  shares of capital
     stock of each of the  Subsidiary  and the Bank was issued in  violation  of
     preemptive or other similar rights of any securityholder of such Subsidiary
     or the Bank,  as the case may be.  The Bank is an  insured  bank  under the
     applicable provisions of the Federal Deposit Insurance Act, as amended, and
     no  proceeding  for the  termination  or  revocation  of such  insurance is
     pending or, to our knowledge,  threatened against any such subsidiary.  The
     Bank has no  subsidiaries  that are depository  institutions  with deposits
     insured  under the  provisions  of the Federal  Deposit  Insurance  Act, as
     amended.

                                     B-2-1
<PAGE>
          (6) The authorized,  issued and outstanding shares of capital stock of
     the  Company  is as set forth in the  column  entitled  "Actual"  under the
     caption "Capitalization" in the Prospectus (except for subsequent issuances
     thereof, if any, contemplated under the Underwriting Agreement, pursuant to
     reservations,  agreements  or employee  benefit  plans,  referred to in the
     Prospectus,  pursuant to the exercise of convertible  securities or options
     referred to in the Prospectus,  or subsequent  repurchases thereof, if any,
     pursuant to publicly announced stock repurchase  programs).  Such shares of
     capital stock have been duly  authorized  and validly issued by the Company
     and are fully paid and  non-assessable,  and none of such shares of capital
     stock was issued in violation of preemptive or other similar  rights of any
     securityholder of the Company.

          (7) The Underwriting Agreement and the applicable Terms Agreement have
     been duly authorized, executed and delivered by the Company.

          (8) The  Underwritten  Securities  have  been duly  authorized  by the
     Company for issuance and sale  pursuant to the  Underwriting  Agreement and
     the applicable Terms Agreement.

          (9) The applicable  Indenture has been duly  authorized,  executed and
     delivered by the Company.

          (10) The  information in the  Prospectus  under  "Description  of Debt
     Securities"  and  "Description  of  Notes"  or any  caption  purporting  to
     describe any such Securities and in the  Registration  Statement under Item
     15, to the extent that it  constitutes  matters of law,  summaries of legal
     matters or the Company's  charter,  bylaws or legal  proceedings,  or legal
     conclusions,  has  been  reviewed  by me and  is  correct  in all  material
     respects.

          (11) To the best of my knowledge,  neither the Company, the Subsidiary
     nor the Bank is in  violation  of its  charter  or by-laws  (or  equivalent
     document) and no default by the Company or any of its  subsidiaries  exists
     in the due performance or observance of any material obligation, agreement,
     covenant or condition contained in any contract, indenture,  mortgage, loan
     agreement,  note,  lease or other agreement or instrument that is described
     or referred to in the Registration  Statement or the Prospectus or filed or
     incorporated  by  reference  as an exhibit to the  Registration  Statement,
     other than such defaults that  individually  or in the aggregate  would not
     have a Material  Adverse Effect,  or would not materially  adversely affect
     the issue and sale of the  Underwritten  Securities or the  consummation of
     the transactions contemplated hereby.

          (12) The  execution,  delivery  and  performance  of the  Underwriting
     Agreement, the applicable Terms Agreement, the applicable Indenture and the
     supplemental  indenture  to the  Indenture  under  which  the  Underwritten
     Securities  will  be  issued,  and  the  consummation  of the  transactions
     contemplated in the Underwriting  Agreement and such Terms Agreement and in
     the Registration  Statement and the Prospectus  (including the issuance and
     sale of the  Underwritten  Securities  and the use of the proceeds from the
     sale of the Underwritten  Securities as described under the caption "Use of
     Proceeds") and compliance by the Company with its obligations thereunder do
     not and will not,  whether  with or without the giving of notice or passage
     of time or both,  conflict  with or  constitute  a breach of, or default or
     Repayment Event under, or result in the creation or imposition of any lien,

                                     B-2-2
<PAGE>
     charge or  encumbrance  upon any assets,  properties  or  operations of the
     Company,  the Bank or the Subsidiary pursuant to, any contract,  indenture,
     mortgage, deed of trust, loan or credit agreement, note, lease or any other
     agreement or instrument, known to me, to which the Company, the Bank or the
     Subsidiary is subject, other than such conflicts,  breaches,  violations or
     defaults or Repayment Events that,  individually or on a cumulative  basis,
     would not have a Material Adverse Effect or would not materially  adversely
     affect  the  issue  and  sale  of  the   Underwritten   Securities  or  the
     consummation of the transactions contemplated thereby, nor will such action
     result in any  violation  of the  provisions  of the charter or by-laws (or
     equivalent  document) of the  Company,  the Bank or the  Subsidiary  or any
     applicable law, statute, rule, regulation, judgment, order, writ or decree,
     known  to me,  of any  government,  government  instrumentality  or  court,
     domestic or  foreign,  having  jurisdiction  over the Company or any of its
     Subsidiaries or any of their assets,  properties or operations,  except for
     such violations as would not result in a Material Adverse Effect.

          (13) To the best of my  knowledge  and other  than as set forth in the
     Prospectus,   there  is  not  pending  or  threatened  any  action,   suit,
     proceeding,  inquiry or  investigation  to which the  Company or any of its
     subsidiaries  thereof  is a party or to which  the  assets,  properties  or
     operations  of the Company or any of its  subsidiaries  thereof is subject,
     before or by any court or governmental agency or body, domestic or foreign,
     which might  reasonably be expected to result in a Material  Adverse Effect
     or which might  reasonably be expected to materially  and adversely  affect
     the assets,  properties or operations  thereof or the  consummation  of the
     transactions  contemplated under the Underwriting Agreement, the applicable
     Terms  Agreement  or the  applicable  Indenture or the  performance  by the
     Company of its  obligations  thereunder.  To the best of my knowledge,  the
     Company  and  each of its  subsidiaries  is in  compliance  with  all  laws
     administered by and regulations  applicable to it of any Banking  Regulator
     and of any other  federal or state  agency or authority  with  jurisdiction
     over it except  where  failure to so comply  would not result in a Material
     Adverse Effect. To the best of my knowledge, neither the Company nor any of
     its subsidiaries is a party to or otherwise  subject to any consent decree,
     memorandum  of  understanding,  written  commitment  or  other  supervisory
     agreement  with any Banking  Regulator or any other federal or state agency
     or authority,  nor have the Company or any of its subsidiaries been advised
     by any Banking  Regulator or any other federal or state agency or authority
     that it is contemplating  issuing or requesting any of the foregoing except
     where being a party to or subject to such  consent  decree,  memorandum  of
     understanding,  written commitment or other supervisory agreement would not
     result in a Material Adverse Effect.

          (14)  All  descriptions  in the  Prospectus  of  contracts  and  other
     documents to which the Company or its subsidiaries are a party are accurate
     in all  material  respects.  To the  best of our  knowledge,  there  are no
     franchises,  contracts,  indentures,  mortgages,  loan  agreements,  notes,
     leases or other instruments  required to be described or referred to in the
     Prospectus or to be filed as exhibits to the  Registration  Statement other

                                     B-2-3
<PAGE>
     than those  described  or referred to therein or filed or  incorporated  by
     reference as exhibits thereto,  and the descriptions  thereof or references
     thereto are correct in all material respects.

          (15) To the best of my knowledge, there are no statutes or regulations
     that are required to be described in the Prospectus  that are not described
     as required.

          (16)  The   Registration   Statement   (including   any  Rule   462(b)
     Registration   Statement)   and  each   amendment  or   supplement  to  the
     Registration  Statement (including any Rule 462(b) Registration  Statement)
     made by the  Company  prior to the date  hereof  (excluding  the  documents
     incorporated by reference  therein and other than the financial  statements
     and supporting  schedules  included  therein or omitted  therefrom and each
     Trustee's  Statement of  Eligibility  on Form T-1 (the "Form T-1s"),  as to
     which we express no opinion),  when the Registration  Statement  (including
     any Rule 462(b) Registration Statement) or any such amendment or supplement
     became  effective,  complied as to form in all material  respects  with the
     requirements of the 1933 Act and the 1933 Act  Regulations.  The Prospectus
     and each  amendment or  supplement  to the  Prospectus  made by the Company
     prior to the date hereof (excluding the documents incorporated by reference
     therein and other than the financial  statements and  supporting  schedules
     included therein or omitted therefrom,  as to which we express no opinion),
     when they were  filed  with the  Commission,  complied,  and as of the date
     hereof comply, as to form in all material respects with the requirements of
     1933 Act and the 1933 Act Regulations.

          (17) The documents  incorporated  by reference  into the Prospectus or
     any further amendments or supplements  thereto made by the Company prior to
     the  date  hereof  (other  than the  financial  statements  and  supporting
     schedules therein or omitted therefrom, as to which we express no opinion),
     when they were  filed  with the  Commission,  complied,  and as of the date
     hereof comply, as to form in all material respects with the requirements of
     the 1934 Act and the rules and regulations of the Commission thereunder.

          (18) No filing with, or  authorization,  approval,  consent,  license,
     order, registration,  qualification or decree of, any court or governmental
     authority or agency,  domestic or foreign, is necessary or required for the
     due authorization, execution or delivery by the Company of the Underwriting
     Agreement or the applicable  Terms  Agreement or for the performance by the
     Company  of  the  transactions  contemplated  under  the  Prospectus,   the
     Underwriting  Agreement,  such Terms Agreement or the applicable Indenture,
     other than under the 1933 Act, the 1933 Act  Regulations,  the 1939 Act and
     the 1939 Act  Regulations,  which  have  already  been  made,  obtained  or
     rendered, as applicable.

     Nothing  has come to my  attention  that would lead me to believe  that the
Registration Statement (including any Rule 462(b) Registration Statement) or any
post-effective amendment thereto (except for financial statements and supporting
schedules and other financial data included therein or omitted therefrom and for
the Form T-1s,  as to which I make no  statement),  at the time of the filing of
the Company's  most recent Annual Report on Form 10-K with the  Commission or at
the date of the applicable Terms  Agreement,  contained an untrue statement of a
material fact or omitted to state a material fact required to be stated  therein
or  necessary  to make  the  statements  therein  not  misleading  or  that  the
Prospectus  or  any  amendment  or  supplement  thereto  (except  for  financial
statements and supporting schedules and other financial data included therein or
omitted therefrom, as to which I make no statement),  at the time the Prospectus

                                     B-2-4
<PAGE>

was issued,  at the time any such amended or supplemented  prospectus was issued
or at the Closing Time,  included or includes an untrue  statement of a material
fact or omitted or omits to state a material fact necessary in order to make the
statements  therein,  in the light of the  circumstances  under  which they were
made, not misleading.

     In  rendering  such  opinion,  such  counsel  may  rely  (A) as to  matters
involving the  application  of the laws of New York,  upon the opinion of Sidley
Austin Brown & Wood LLP (which  opinion  shall be dated and  furnished to FTN at
the Closing  Time and shall  expressly  state that such counsel may rely on such
opinion as if it were addressed to him),  provided that Clyde A. Billings,  Jr.,
shall state in his opinion that he believes that he is justified in relying upon
such opinion,  and (B) as to matters of fact (but not as to legal  conclusions),
to the extent he deems proper,  on certificates  of responsible  officers of the
Company  and public  officials.  Such  opinion  shall not state that it is to be
governed or  qualified  by, or that it is  otherwise  subject to, any  treatise,
written policy or other document relating to legal opinions,  including, without
limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

                                     B-2-5

<PAGE>

                                                                         Annex I


     FORM OF ACCOUNTANTS' COMFORT LETTER PURSUANT TO SECTION 5(e)

     We are independent  public  accountants with respect to the Company and its
subsidiaries  within the  meaning  of the 1933 Act and the 1933 Act  Regulations
and:

          (i) in our opinion, the audited consolidated  financial statements and
     the related  financial  statement  schedules  included or  incorporated  by
     reference in the  Registration  Statement and the  Prospectus  comply as to
     form in all material respects with the applicable  accounting  requirements
     of the 1933 Act and the 1933 Act Regulations;

          (ii) on the basis of procedures  (but not an examination in accordance
     with generally accepted auditing standards)  consisting of a reading of the
     unaudited interim consolidated  financial statements of the Company for the
     [three- month periods ended _________, 20__ and _________, 20__, the three-
     and six-month  periods ended  _________,  20__ and _________,  20__ and the
     three- and nine-month  periods ended _________,  20__ and _________,  20__,
     included or incorporated by reference in the Registration Statement and the
     Prospectus  (collectively,  the "10-Q  Financials")]  [, a  reading  of the
     unaudited interim consolidated  financial statements of the Company for the
     _____-month periods ended _________,  20___ and _________,  20___, included
     or  incorporated  by  reference  in  the  Registration  Statement  and  the
     Prospectus  (the  "_____-month  financials")]  [, a reading  of the  latest
     available  unaudited  interim  consolidated  financial  statements  of  the
     Company],  a reading of the minutes of all meetings of the stockholders and
     directors of the Company and its subsidiaries and committees  thereof since
     [day after end of last audited period],  inquiries of certain  officials of
     the Company and its  subsidiaries  responsible for financial and accounting
     matters,  a review of interim  financial  information  in  accordance  with
     standards  established  by  the  American  Institute  of  Certified  Public
     Accountants in Statement on Auditing  Standards No. 100, ("SAS 100"),  with
     respect to the  [description of relevant  periods] and such other inquiries
     and  procedures  as may be specified  in such  letter,  nothing came to our
     attention that caused us to believe that:

               (A) the 10-Q Financials  included or incorporated by reference in
          the Registration Statement and the Prospectus do not comply as to form
          in all material respects with the applicable  accounting  requirements
          of the 1934 Act and the 1934 Act  Regulations  applicable to unaudited
          financial   statements   included   in  Form  10-Q  or  any   material
          modifications  should  be  made to the  10-Q  Financials  included  or
          incorporated  by  reference  in the  Registration  Statement  and  the
          Prospectus  for  them  to be in  conformity  with  generally  accepted
          accounting principles;

               [(B) the  _____-month  financials  included  or  incorporated  by
          reference in the  Registration  Statement  and the  Prospectus  do not
          comply  as to  form  in all  material  respects  with  the  applicable
          accounting  requirements  of the 1933 Act and the 1933 Act Regulations
          applicable  to  unaudited  interim  financial  statements  included in

                                   Annex I-1
<PAGE>
          registration  statements or any material  modifications should be made
          to the _____-month  financials included in the Registration  Statement
          and  the  Prospectus  for  them  to be in  conformity  with  generally
          accepted accounting principles;]

               (C) at  [_________,  20___ and at] a specified date not more than
          five days prior to the date of the applicable Terms  Agreement,  there
          was any change in the ___________ of the Company and its subsidiaries,
          any decrease in the __________ of the Company and its  subsidiaries or
          any increase in the __________ of the Company and its subsidiaries, in
          each case as compared with amounts  shown in the latest  balance sheet
          included or  incorporated by reference in the  Registration  Statement
          and the Prospectus,  except in each case for any changes, decreases or
          increases that the Registration  Statement and the Prospectus disclose
          have occurred or may occur; or

               (D) for the period from [_________,  20__ to _________,  20__ and
          for the period from] _________, 20__ to a specified date not more than
          five days prior to the date of the applicable Terms  Agreement,  there
          was any decrease in _________, __________ or ___________, in each case
          as compared with the comparable  period in the preceding year,  except
          in each case for any decreases that the Registration Statement and the
          Prospectus discloses have occurred or may occur;

          [(iii) based upon the  procedures set forth in clause (ii) above and a
     reading  of  the  Selected  Financial  Data  included  or  incorporated  by
     reference in the  Registration  Statement and the Prospectus [and a reading
     of the financial  statements  from which such data were  derived],  nothing
     came to our attention that caused us to believe that the Selected Financial
     Data included or  incorporated by reference in the  Registration  Statement
     and the  Prospectus do not comply as to form in all material  respects with
     the disclosure  requirements  of Item 301 of Regulation S-K of the 1933 Act
     [, that the amounts  included  in the  Selected  Financial  Data are not in
     agreement  with  the  corresponding  amounts  in the  audited  consolidated
     financial  statements  for the  respective  periods  or that the  financial
     statements not included or  incorporated  by reference in the  Registration
     Statement and the  Prospectus  from which certain of such data were derived
     are not in conformity with generally accepted accounting principles;]

          (iv) we have  compared the  information  included or  incorporated  by
     reference in the  Registration  Statement and the Prospectus under selected
     captions with the disclosure requirements of Regulation S-K of the 1933 Act
     and on the basis of limited  procedures  specified herein,  nothing came to
     our  attention  that caused us to believe  that such  information  does not
     comply as to form in all material respects with the disclosure requirements
     of Items 302, 402 and 503(d), respectively, of Regulation S-K;

          [(v) based  upon the  procedures  set forth in clause  (ii)  above,  a
     reading of the  latest  available  unaudited  financial  statements  of the
     Company  that have not been  included or  incorporated  by reference in the
     Registration  Statement and the  Prospectus  and a review of such financial
     statements in accordance  with SAS 100,  nothing came to our attention that
     caused us to believe that the unaudited  amounts for ________ for the [most
     recent  period] do not agree with the  amounts  set forth in the  unaudited
     consolidated financial statements for those periods or that such unaudited

                                   Annex I-2
<PAGE>

     amounts were not determined on a basis  substantially  consistent with that
     of  the  corresponding  amounts  in  the  audited  consolidated   financial
     statements;]

          [(vi) we are  unable to and do not  express  any  opinion  on the [Pro
     Forma Combined  Balance Sheet and Statement of  Operations]  (collectively,
     the "Pro Forma  Statements")  included or  incorporated by reference in the
     Registration  Statement and the Prospectus or on the pro forma  adjustments
     applied to the  historical  amounts  included in the Pro Forma  Statements;
     however, for purposes of this letter we have:

               (A) read the Pro Forma Statements;

               (B) performed [an audit] [a review in accordance with SAS 100] of
          the  financial  statements  to which  the pro forma  adjustments  were
          applied;

               (C) made  inquiries of certain  officials of the Company who have
          responsibility  for financial and  accounting  matters about the basis
          for their  determination of the pro forma  adjustments and whether the
          Pro Forma Statements  comply as to form in all material  respects with
          the  applicable  accounting  requirements  of Rule 11-02 of Regulation
          S-X; and

               (D) proved the arithmetic  accuracy of the application of the pro
          forma  adjustments  to  the  historical   amounts  in  the  Pro  Forma
          Statements; and

     on the basis of such  procedures and such other inquiries and procedures as
     specified  herein,  nothing came to our attention that caused us to believe
     that the Pro Forma Statements  included or incorporated by reference in the
     Registration  Statement and the  Prospectus do not comply as to form in all
     material  respects  with  the  applicable  requirements  of Rule  11-02  of
     Regulation  S-X or that the pro forma  adjustments  have not been  properly
     applied to the historical amounts in the compilation of those statements;]

          (vii) in addition to the procedures  referred to in clause (ii) above,
     we have performed other procedures, not constituting an audit, with respect
     to certain amounts,  percentages,  numerical data and financial information
     included or incorporated by reference in the Registration Statement and the
     Prospectus,  which are specified herein,  and have compared certain of such
     items  with,  and have  found  such  items  to be in  agreement  with,  the
     accounting and financial records of the Company; and

          [(viii) in addition,  we [add comfort on a financial  forecast that is
     included or incorporated by reference in the Registration Statement and the
     Prospectus].


                                   Annex I-3
<PAGE>
                                                                     Exhibit 2.2

                          FTN Financial Securities Corp
                            (a Tennessee corporation)

                                 Debt Securities

                                 TERMS AGREEMENT
                                 ---------------


                                                                     May 7, 2003

To:      First Tennessee National Corporation
         165 Madison Avenue
         Memphis, Tennessee  38103

Ladies and Gentlemen:

     We  understand  that First  Tennessee  National  Corporation,  a  Tennessee
corporation (the "Company"),  proposes to issue and sell $100,000,000  aggregate
principal  amount of subordinated  debt securities  (such  securities also being
hereinafter referred to as the "Underwritten Securities").  Subject to the terms
and  conditions  set  forth  or  incorporated  by  reference   herein,  we  (the
"Underwriter") offer to purchase the principal amount of Underwritten Securities
opposite our name set forth below at the purchase price set forth below.



<PAGE>



                                                           Principal Amount of
         Underwriter                                     Underwritten Securities
-----------------------------------------------------    -----------------------
FTN Financial Securities Corp.                                $100,000,000

     The Underwritten Securities shall have the following terms:

                                 Debt Securities
                                 ---------------

Title:  4.50% Subordinated Notes due May 15, 2013
Rank:  Subordinated
Ratings:  A3/BBB+
Aggregate principal amount:  $100,000,000
Denominations:  $1,000
Currency of payment:  U.S. Dollars
Interest rate or formula:  4.50% per annum 30/360
Interest payment dates:  May 15/November 15
Regular record dates:  May 1/November 1
Stated maturity date:  May 15, 2013
Redemption provisions:  N/A
Sinking fund requirements:  N/A
Conversion provisions:  N/A
Listing requirements:  N/A
Black-out provisions:  N/A
Fixed or Variable Price Offering: Fixed Price Offering
         If Fixed Price Offering,  initial public offering price per share: 100%
         of the principal amount,  plus accrued  interest,  if any, from May 12,
         2003.

Purchase price: 99.35% of principal amount, plus accrued interest,  if any, from
May 12, 2003.
Form: Global
Other terms and conditions: N/A
Closing  date and  location:  May 12, 2003 Sidley  Austin  Brown & Wood LLP, 787
Seventh Avenue, New York, New York 10019

     All of the provisions  contained in the document attached as Annex I hereto
entitled "FIRST TENNESSEE NATIONAL  CORPORATION - Debt Securities - Underwriting
Agreement" are hereby  incorporated  by reference in their  entirety  herein and
shall be deemed to be a part of this Terms  Agreement  to the same  extent as if
such  provisions  had  been set  forth in full  herein.  Terms  defined  in such
document are used herein as therein defined.


                                       2
<PAGE>


     Please  accept this offer no later than 11:59 P.M.  (New York City time) on
May 7, 2003 by  signing a copy of this  Terms  Agreement  in the space set forth
below and returning the signed copy to us.

                                Very truly yours,



                                FTN FINANCIAL SECURITIES CORP.


                                By: /s/James D. Wingett
                                    ---------------------------
                                    Name: James D. Wingett
                                    Title: Managing Director

Accepted:

FIRST TENNESSEE NATIONAL CORPORATION

By:/s/Milton A. Gutelius, Jr.
   -------------------------------
   Name:  Milton A. Gutelius, Jr.
   Title:  Senior Vice President and Treasurer


                                       3
<PAGE>
                                                                     Exhibit 4.1
                                                                  EXECUTION COPY

                             SUPPLEMENTAL INDENTURE

     THIS SUPPLEMENTAL  INDENTURE,  dated as of May 12, 2003, by and among First
Tennessee National  Corporation,  a Tennessee  corporation (the "Company"),  and
Bank One Trust Company, National Association, a national banking association, as
trustee  under the  Indenture  with  respect to the Notes  (defined  below) (the
"Additional  Trustee").  Each  of The  Bank  of New  York,  a New  York  banking
corporation,  as trustee under the Indenture (as defined  below) with respect to
the series of Securities (as defined in the Indenture)  issued prior to the date
hereof (the  "Initial  Trustee"),  and the  Additional  Trustee,  and each other
trustee  appointed as such with respect to the  Securities  of any series issued
under the  Indenture,  shall be the  "Trustee"  (as  defined  in the  Indenture,
supplemented  hereby) for all purposes  under the Indenture  with respect to the
applicable series of Securities.

                                   WITNESSETH:

     WHEREAS,  the Company and the Initial  Trustee  entered  into that  certain
indenture  (the  "Indenture")  dated as of November 1, 1995,  providing  for the
issuance of Securities in series by the Company;

     WHEREAS, the Company desires to create and authorize the 4.50% Subordinated
Notes due May 15, 2013  (hereinafter  referred to as the  "Notes") in an initial
aggregate principal amount of One Hundred Million Dollars ($100,000,000) and, to
provide  the  terms and  conditions  upon  which  the Notes are to be  executed,
registered, authenticated, issued and delivered, the Company has duly authorized
the execution and delivery of this Supplemental Indenture;

     WHEREAS,  Section  901(7) of the  Indenture  provides  that a  supplemental
indenture may be entered into by the Company and the Trustee without the consent
of any Holders (as defined in the Indenture) to make provisions to establish the
form or terms of  Securities  of any series as permitted by Sections 201 and 301
of the Indenture;

     WHEREAS,  pursuant  to Section  901(5) of the  Indenture,  the  Company has
determined to appoint the  Additional  Trustee as a trustee under the Indenture,
to serve as trustee with respect to the Notes; and

     WHEREAS,  the Company has  furnished  the  Additional  Trustee  with (i) an
Opinion of Counsel stating that the execution of this Supplemental  Indenture is
authorized or permitted by the Indenture and (ii) a copy of the  resolutions  of
its Board of  Directors  certified  by its  Secretary,  pursuant  to which  this
Supplemental Indenture has been authorized;

     WHEREAS,  all acts and things  necessary  to make the Notes of this series,
when executed by the Company and  authenticated and delivered by or on behalf of
the  Trustee  as  provided  in the  Indenture,  the  valid,  binding  and  legal
obligations of the Company, and for this Supplemental  Indenture to constitute a
valid  indenture  and  agreement  according  to its  terms,  have  been done and
performed.

     NOW, THEREFORE, in order to declare the terms and conditions upon which the
Notes  of this  series  are  executed,  registered,  authenticated,  issued  and
delivered,  and in consideration of the purchase and acceptance of such Notes by
<PAGE>
the Holders  thereof,  the  Company  covenants  and agrees  with the  Additional
Trustee, for the equal and proportionate  benefit of the respective Holders from
time to time of such Notes,  and, as to Part II hereof,  all  Securities  of the
series thereof, as follows:


<PAGE>

                                     PART I

                      CREATION AND AUTHORIZATION OF SERIES

     Section  1.1.  There  is  hereby  created  and  authorized  the  series  of
Securities  entitled "4.50% Subordinated Notes due May 15, 2013", which shall be
a series limited  initially to $100,000,000  aggregate  principal amount (except
for Notes  authenticated  and delivered upon  registration of transfer of, or in
exchange  for, or in lieu of,  other  Notes of this series  pursuant to Sections
304,  305,  306 or 906 and except for any Notes that,  pursuant to Section  303,
shall not have been issued or sold by the Company and are therefore deemed never
to have been  authenticated  and  delivered  under the  Indenture),  and  except
further that the Company may, without the consent of Holders, reopen this series
of  Securities  and  issue  additional  Notes  having  the same  tenor and terms
(including, without limitation, rights to receive accrued and unpaid interest as
the Notes then Outstanding) as the Notes or to establish additional terms of the
Notes.  For all purposes of the  Indenture,  the term "Notes"  shall include the
Notes  initially  issued on the date of  original  issuance of the Notes and any
other Notes issued after such date under the Indenture,  as supplemented hereby.
For purposes of the  Indenture,  as  supplemented  hereby,  all Notes shall vote
together  and  otherwise  constitute  a single  series of  Securities  under the
Indenture,  as supplemented.  The Notes shall be issued initially in the form of
one or more permanent global Securities ("Global Notes"). The initial Depositary
for the Global Notes shall be The  Depositary  Trust  Company.  The Global Notes
shall be registered in the name of the Depositary or a nominee of the Depositary
and deposited with the Additional Trustee, as custodian for the Depositary.

     Section 1.2. The Notes and the certificates of  authentication  to be borne
by the Notes are to be  substantially  in the form of Exhibit A hereto and shall
have such additional terms as contained therein.

                                     PART II

                        APPOINTMENT OF ADDITIONAL TRUSTEE

     Section 2.1. The Company hereby appoints the Additional  Trustee as trustee
under  the  Indenture  with  respect  to the  Notes  and each  other  series  of
Securities  for which the  Additional  Trustee shall be appointed by the Company
pursuant to Sections 301(23) and 609 of the Indenture, as amended hereby, to act
as Trustee under the Indenture,  and confirms to the  Additional  Trustee all of
the rights,  powers, and trusts of a Trustee under the Indenture with respect to
the Notes and each other series of Securities for which the  Additional  Trustee
shall be appointed  by the Company to act as Trustee  under the  Indenture.  The
Additional Trustee is hereby appointed the Securities Registrar and Paying Agent
for the Notes.  The Company shall  execute and deliver such further  instruments
and do such other things as the  Additional  Trustee may  reasonably  require to
more fully and  certainly  vest and  confirm in the  Additional  Trustee all the
rights,  trusts,  and powers hereby  delivered and confirmed upon the Additional
Trustee hereunder and under the Indenture.

                                       2
<PAGE>

     Section 2.2. The Additional  Trustee hereby  represents and warrants to the
Company that the Additional Trustee is qualified under the provisions of Section
310 of the Trust  Indenture  Act of 1939,  as  amended,  and  Section 609 of the
Indenture,  as supplemental  hereby, to act as trustee with respect to the Notes
under the Indenture.

     Section 2.3. The  Additional  Trustee  hereby  accepts its  appointment  as
trustee  with  respect  to the  Notes and  shall  hereby be vested  with all the
authority, rights, powers, trusts, immunities,  duties, benefits and obligations
of a trustee under the Indenture.

                                    PART III

                                ADDITIONAL TERMS

     Section  3.1.  Section  105 of the  Indenture  is  hereby  supplemented  by
deleting the final word "or" from  subparagraph  105(1) and adding the following
subparagraph after subparagraph 105(1):

          "(1.1) with respect to Holders of the Notes, the Additional Trustee by
     any such Holder or by the Company  shall be  sufficient  for every  purpose
     hereunder  if made,  given,  furnished  or filed in  writing to or with the
     Additional  Trustee at its  Corporate  Trust Office,  Attention:  Corporate
     Trust  Administration,  which  office is located at 1 Bank One Plaza,  Mail
     Code IL1-0823, Chicago, Illinois 60670, or".

     Section 3.2. Section 301 of the Indenture is hereby  supplemented by adding
the following final paragraph:

          "The Notes need not be issued at the same time and may be reopened for
     issuances of  additional  Notes of such series or to  establish  additional
     terms that shall apply to all the Notes of any such series."

                                     PART IV

                            MISCELLANEOUS PROVISIONS

     The Indenture,  this Supplemental Indenture and the Notes shall be governed
by and construed in accordance  with the laws of the State of New York,  without
regard to principles of conflicts of law.

     The Additional  Trustee makes no undertaking or  representations in respect
of, and shall not be responsible in any manner whatsoever for and in respect of,
the  validity  or  sufficiency  of this  Supplemental  Indenture  or the  proper
authorization or the due execution hereof by the Company or for or in respect of
the  recitals  and  statements  contained  herein,  all of  which  recitals  and
statements are made solely by the Company.

                                      3
<PAGE>

     Except as expressly  amended  hereby,  the Indenture shall continue in full
force and effect in accordance with the provisions  thereof and the Indenture is
in all respects hereby ratified and confirmed.  This Supplemental  Indenture and
all its provisions  shall be deemed a part of the Indenture in the manner and to
the extent herein and therein provided.

     This Supplemental  Indenture may be executed in any number of counterparts,
each of which  so  executed  shall be  deemed  to be an  original,  but all such
counterparts shall together constitute but one and the same instrument.


                                       4
<PAGE>

     IN WITNESS WHEREOF,  each of First Tennessee  National  Corporation and the
Additional  Trustee  has caused  this  Supplemental  Indenture  to be signed and
delivered, all as of the day and year first written above.


                                  FIRST TENNESSEE NATIONAL CORPORATION



                                  By:/s/Milton A. Gutelius, Jr.
                                     -------------------------------------------
                                     Name:   Milton A. Gutelius, Jr.
                                     Title:  Senior Vice President and Treasurer


                                  BANK ONE TRUST COMPANY,
                                  NATIONAL ASSOCIATION



                                  By:/s/Benita A. Pointer
                                     ---------------------------------------
                                     Name: Benita A. Pointer, CCTS
                                     Title: Account Executive/Vice President



                                       5
<PAGE>

                                    Exhibit A

                                  FORM OF NOTE

THIS NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL  DEPOSIT  INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

THIS  SECURITY  IS A GLOBAL  SECURITY  WITHIN THE MEANING OF THE  INDENTURE  (AS
DEFINED BELOW) AND IS REGISTERED IN THE NAME OF THE DEPOSITORY  TRUST COMPANY OR
A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED,  IN THE NAME OF ANY OTHER  PERSON  OTHER THAN SUCH  DEPOSITARY  OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

                      FIRST TENNESSEE NATIONAL CORPORATION

                    4.50% Subordinated Note Due May 15, 2013
                               Cusip No. 337162AE1

No. 1                                                               $100,000,000

     First  Tennessee  National  Corporation,  a corporation  duly organized and
existing under the laws of Tennessee  (herein  called the "Company",  which term
includes any successor Person under the Indenture  (defined  below)),  for value
received,  hereby  promises to pay to CEDE & CO.,  or  registered  assigns,  the
principal sum of One Hundred Million Dollars ($100,000,000) on May 15, 2013, and
to pay  interest  thereon  from May 12,  2003 or from the most  recent  Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on May 15th and November 15th in each year, commencing November 15, 2003, at the
rate of 4.50% per annum,  until the principal  hereof is paid or made  available
for payment.  The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more  Predecessor  Securities)  is
registered  at the  close  of  business  on the  Regular  Record  Date  for such
interest,  which shall be the May 1st or November 1st (whether or not a Business
Day), as the case may be, next  preceding  such Interest  Payment Date. Any such
interest not so punctually  paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular  Record Date and may either be paid to the
Person in whose name this Security (or one or more  Predecessor  Securities)  is
registered at the close of business on a Special  Record Date for the payment of
such  Defaulted  Interest to be fixed by the Trustee,  notice  whereof  shall be
given to Holders  of  Securities  of this  series not less than 10 days prior to
such Special  Record Date, or be paid at any time in any other lawful manner not
inconsistent  with the  requirements  of any  securities  exchange  on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.

                                       6
<PAGE>

     Payment of the  principal  of (and  premium,  if any) and  interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in Chicago, in such coin or currency of the United States
of America as at the time of payment is legal  tender for  payment of public and
private debts.

     Reference  is hereby made to the further  provisions  of this  Security set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.

     Unless the  certificate of  authentication  hereon has been executed by the
Trustee  referred to on the reverse  hereof by manual  signature,  this Security
shall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or
obligatory for any purpose.

     IN WITNESS  WHEREOF,  the  Company has caused  this  instrument  to be duly
executed under its corporate seal.

Dated:  May 12, 2003



                                  FIRST TENNESSEE NATIONAL CORPORATION



                                  By:
                                     -------------------------------------------

Attest:

---------------------------------


     This is one of the Securities of the series designated  therein referred to
in the within-mentioned Indenture.


                                  BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,
                                  as Trustee



                                  By:
                                     -------------------------------------------
                                     Authorized Officer




                                       7
<PAGE>


                               REVERSE OF SECURITY

     This  Security  is one of a duly  authorized  issue  of  securities  of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of November 1, 1995, as supplemented (herein
called the "Indenture", which term shall have the meaning assigned to it in such
instrument),  between the Company and The Bank of New York,  as Initial  Trustee
under the Indenture with respect to all securities  issued  thereunder  prior to
the date hereof and,  with  respect to the  Securities  and each other series of
securities  for  which  the  Additional  Trustee  (as  defined  below)  shall be
appointed  by  the  Company  pursuant  to  Section  301  of  the  Indenture,  as
supplemented by the Supplemental Indenture dated as of May 12, 2003 between the
Company and the Additional Trustee, Bank One Trust Company, National Association
(herein called the "Additional  Trustee" and, together with the Initial Trustee,
the "Trustee",  which term includes any successor  trustee under the Indenture),
and reference is hereby made to the Indenture for a statement of the  respective
rights,  limitations of rights, duties and immunities thereunder of the Company,
the  Trustee,  the holders of Senior  Indebtedness,  Entitled  Persons,  and the
Holders of the Securities  and of the terms upon which the  Securities  are, and
are to be,  authenticated  and  delivered.  This  Security  is one of the series
designated on the face hereof.

     The Company covenants and agrees, and each Holder of this Security,  by his
acceptance hereof, likewise covenants and agrees, that, to the extent and in the
manner  set  forth  in  Article  Fourteen  of the  Indenture,  the  indebtedness
represented by the  Securities and the payment of principal of (and premium,  if
any) and interest on each and all of the  Securities  are hereby  expressly made
subordinate  and subject in right of payment to the prior payment in full of all
Senior Indebtedness.  In addition,  this Security is also issued subordinate and
subject to the  provisions of the Indenture  regarding  prior payment in full to
Entitled Persons in respect of Other Financial  Obligations.  The Indenture also
provides  that if,  upon the  occurrence  of  certain  events of  bankruptcy  or
insolvency relating to the Company,  there remains,  after giving effect to such
subordination  provisions,  any amount of cash, property or securities available
for payment or  distribution in respect of Securities of this series (as defined
in the Indenture,  "Excess Proceeds"), and if, at such time, any Entitled Person
has not  received  payment in full of all  amounts due or to become due on or in
respect of Other Financial Obligations, then such Excess Proceeds shall first be
applied  to pay or  provide  for the  payment  in full of such  Other  Financial
Obligations  before  any  payment  or  distribution  may be made in  respect  of
Securities of such series. Each Holder of this Security,  by accepting the same,
(a) agrees to and shall be bound by such provisions,  (b) authorizes and directs
the Trustee on his behalf to take such action as may be necessary or appropriate
to effectuate the  subordination  and payment of Excess  Proceeds as provided in
the Indenture and (c) appoints the Trustee his  attorney-in-fact for any and all
such purposes.

     The Indenture contains  provisions for defeasance at any time of the entire
indebtedness  of this  Security or certain  restrictive  covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture.

     If an Event of Default  with  respect to  Securities  of this series  shall
occur and be  continuing,  the principal of the Securities of this series may be
declared  due and  payable in the manner  and with the  effect  provided  in the
Indenture.

                                       8
<PAGE>

     The Indenture  permits,  with certain  exceptions as therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company  and the rights of the  Holders of the  Securities  of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in principal  amount of the  Securities at the
time  Outstanding  of each series to be affected.  The  Indenture  also contains
provisions  permitting the Holders of specified  percentages in principal amount
of the  Securities  of each  series  at the time  Outstanding,  on behalf of the
Holders of all  Securities  of such series,  to waive  compliance by the Company
with certain  provisions of the  Indenture  and certain past defaults  under the
Indenture  and their  consequences.  Any such consent or waiver by the Holder of
this  Security  shall be  conclusive  and binding  upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer  hereof or in  exchange  herefor or in lieu  hereof,  whether or not
notation of such consent or waiver is made upon this Security.

     As provided in and subject to the provisions of the  Indenture,  the Holder
of this  Security  shall not have the right to  institute  any  proceeding  with
respect to the Indenture or for the  appointment of a receiver or trustee or for
any other remedy thereunder,  unless such Holder shall have previously given the
Trustee  written  notice of a  continuing  Event of Default  with respect to the
Securities of this series,  the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the  Trustee  to  institute  proceedings  in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have  received  from the Holders of a majority in principal  amount of
Securities of this series at the time Outstanding a direction  inconsistent with
such  request,  and shall have failed to institute any such  proceeding,  for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit  instituted  by the Holder of this  Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

     No reference  herein to the  Indenture and no provision of this Security or
of the Indenture  shall alter or impair the obligation of the Company,  which is
absolute and unconditional, to pay the principal of and any premium and interest
on this  Security  at the times,  place and rate,  and in the coin or  currency,
herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth,  the transfer of this Security is registrable  in the Security  Register,
upon  surrender of this Security for  registration  of transfer at the office or
agency of the  Company in any place where the  principal  of and any premium and
interest on this  Security are payable,  duly endorsed by, or  accompanied  by a
written  instrument  of  transfer  in form  satisfactory  to the Company and the
Security  Registrar  duly  executed by, the Holder  hereof or his attorney  duly
authorized in writing,  and thereupon one or more new  Securities of this series
and of like  tenor,  of  authorized  denominations  and for the  same  aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered  form without
coupons  in  denominations  of $1,000  and any  integral  multiple  thereof.  As
provided in the Indenture and subject to certain  limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of  Securities  of this  series  and of like  tenor  of a  different  authorized
denomination, as requested by the Holder surrendering the same.

                                       9
<PAGE>

     No service  charge shall be made for any such  registration  of transfer or
exchange,  but the Company may require  payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Company,  the  Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this  Security is  registered  as the owner  hereof for all
purposes,  whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     This Security  shall be governed by and  construed in  accordance  with the
laws of the State of New York, without regard to principles of conflicts of law.

     All  capitalized  terms  used in this  Security  that  are  defined  in the
Indenture shall have the meanings assigned to them in the Indenture.

                                       10

<PAGE>
                                                                     Exhibit 4.2


                                  FORM OF NOTE

THIS NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL  DEPOSIT  INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

THIS  SECURITY  IS A GLOBAL  SECURITY  WITHIN THE MEANING OF THE  INDENTURE  (AS
DEFINED BELOW) AND IS REGISTERED IN THE NAME OF THE DEPOSITORY  TRUST COMPANY OR
A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED,  IN THE NAME OF ANY OTHER  PERSON  OTHER THAN SUCH  DEPOSITARY  OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

                      FIRST TENNESSEE NATIONAL CORPORATION

                    4.50% Subordinated Note Due May 15, 2013
                               Cusip No. 337162AE1

No. 1                                                               $100,000,000

         First Tennessee National Corporation,  a corporation duly organized and
existing under the laws of Tennessee  (herein  called the "Company",  which term
includes any successor Person under the Indenture  (defined  below)),  for value
received,  hereby  promises to pay to CEDE & CO.,  or  registered  assigns,  the
principal sum of One Hundred Million Dollars ($100,000,000) on May 15, 2013, and
to pay  interest  thereon  from May 12,  2003 or from the most  recent  Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on May 15th and November 15th in each year, commencing November 15, 2003, at the
rate of 4.50% per annum,  until the principal  hereof is paid or made  available
for payment.  The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more  Predecessor  Securities)  is
registered  at the  close  of  business  on the  Regular  Record  Date  for such
interest,  which shall be the May 1st or November 1st (whether or not a Business
Day), as the case may be, next  preceding  such Interest  Payment Date. Any such
interest not so punctually  paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular  Record Date and may either be paid to the
Person in whose name this Security (or one or more  Predecessor  Securities)  is
registered at the close of business on a Special  Record Date for the payment of
such  Defaulted  Interest to be fixed by the Trustee,  notice  whereof  shall be
given to Holders  of  Securities  of this  series not less than 10 days prior to
such Special  Record Date, or be paid at any time in any other lawful manner not
inconsistent  with the  requirements  of any  securities  exchange  on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.

     Payment of the  principal  of (and  premium,  if any) and  interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in Chicago,  in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts.

<PAGE>
         Reference is hereby made to the further provisions of this Security set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.

         Unless the  certificate of  authentication  hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or
obligatory for any purpose.

         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:  May 12, 2003



                                       FIRST TENNESSEE NATIONAL CORPORATION



                                       By:
                                          --------------------------------------

Attest:

-----------------------------


         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.


                                  BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,
                                  as Trustee



                                  By:
                                     ----------------------------------------
                                     Authorized Officer



                                       2

<PAGE>


                               REVERSE OF SECURITY

     This  Security  is one of a duly  authorized  issue  of  securities  of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of November 1, 1995, as supplemented (herein
called the "Indenture", which term shall have the meaning assigned to it in such
instrument),  between the Company and The Bank of New York,  as Initial  Trustee
under the Indenture with respect to all securities  issued  thereunder  prior to
the date hereof and,  with  respect to the  Securities  and each other series of
securities  for  which  the  Additional  Trustee  (as  defined  below)  shall be
appointed  by  the  Company  pursuant  to  Section  301  of  the  Indenture,  as
supplemented by the Supplemental  Indenture dated as of May 12, 2003 between the
Company and the Additional Trustee, Bank One Trust Company, National Association
(herein called the "Additional  Trustee" and, together with the Initial Trustee,
the "Trustee",  which term includes any successor  trustee under the Indenture),
and reference is hereby made to the Indenture for a statement of the  respective
rights,  limitations of rights, duties and immunities thereunder of the Company,
the  Trustee,  the holders of Senior  Indebtedness,  Entitled  Persons,  and the
Holders of the Securities  and of the terms upon which the  Securities  are, and
are to be,  authenticated  and  delivered.  This  Security  is one of the series
designated on the face hereof.

         The Company covenants and agrees, and each Holder of this Security,  by
his acceptance hereof, likewise covenants and agrees, that, to the extent and in
the manner set forth in Article  Fourteen  of the  Indenture,  the  indebtedness
represented by the  Securities and the payment of principal of (and premium,  if
any) and interest on each and all of the  Securities  are hereby  expressly made
subordinate  and subject in right of payment to the prior payment in full of all
Senior Indebtedness.  In addition,  this Security is also issued subordinate and
subject to the  provisions of the Indenture  regarding  prior payment in full to
Entitled Persons in respect of Other Financial  Obligations.  The Indenture also
provides  that if,  upon the  occurrence  of  certain  events of  bankruptcy  or
insolvency relating to the Company,  there remains,  after giving effect to such
subordination  provisions,  any amount of cash, property or securities available
for payment or  distribution in respect of Securities of this series (as defined
in the Indenture,  "Excess Proceeds"), and if, at such time, any Entitled Person
has not  received  payment in full of all  amounts due or to become due on or in
respect of Other Financial Obligations, then such Excess Proceeds shall first be
applied  to pay or  provide  for the  payment  in full of such  Other  Financial
Obligations  before  any  payment  or  distribution  may be made in  respect  of
Securities of such series. Each Holder of this Security,  by accepting the same,
(a) agrees to and shall be bound by such provisions,  (b) authorizes and directs
the Trustee on his behalf to take such action as may be necessary or appropriate
to effectuate the  subordination  and payment of Excess  Proceeds as provided in
the Indenture and (c) appoints the Trustee his  attorney-in-fact for any and all
such purposes.

         The Indenture  contains  provisions  for  defeasance at any time of the
entire indebtedness of this Security or certain restrictive covenants and Events
of Default  with respect to this  Security,  in each case upon  compliance  with
certain conditions set forth in the Indenture.

                                       3
<PAGE>

         If an Event of Default with respect to  Securities of this series shall
occur and be  continuing,  the principal of the Securities of this series may be
declared  due and  payable in the manner  and with the  effect  provided  in the
Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company  and the rights of the  Holders of the  Securities  of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in principal  amount of the  Securities at the
time  Outstanding  of each series to be affected.  The  Indenture  also contains
provisions  permitting the Holders of specified  percentages in principal amount
of the  Securities  of each  series  at the time  Outstanding,  on behalf of the
Holders of all  Securities  of such series,  to waive  compliance by the Company
with certain  provisions of the  Indenture  and certain past defaults  under the
Indenture  and their  consequences.  Any such consent or waiver by the Holder of
this  Security  shall be  conclusive  and binding  upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer  hereof or in  exchange  herefor or in lieu  hereof,  whether or not
notation of such consent or waiver is made upon this Security.

         As provided  in and subject to the  provisions  of the  Indenture,  the
Holder of this  Security  shall not have the right to institute  any  proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder,  unless such Holder shall have previously given
the Trustee written notice of a continuing  Event of Default with respect to the
Securities of this series,  the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the  Trustee  to  institute  proceedings  in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have  received  from the Holders of a majority in principal  amount of
Securities of this series at the time Outstanding a direction  inconsistent with
such  request,  and shall have failed to institute any such  proceeding,  for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit  instituted  by the Holder of this  Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

         No reference  herein to the Indenture and no provision of this Security
or of the Indenture  shall alter or impair the obligation of the Company,  which
is  absolute  and  unconditional,  to pay the  principal  of and any premium and
interest  on this  Security  at the  times,  place and rate,  and in the coin or
currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set  forth,  the  transfer  of this  Security  is  registrable  in the  Security
Register,  upon surrender of this Security for  registration  of transfer at the
office or agency of the  Company  in any place  where the  principal  of and any
premium  and  interest  on this  Security  are  payable,  duly  endorsed  by, or
accompanied  by a written  instrument  of transfer in form  satisfactory  to the
Company and the Security  Registrar  duly  executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this  series and of like tenor,  of  authorized  denominations  and for the same
aggregate  principal  amount,  will be issued to the  designated  transferee  or
transferees.

                                       4
<PAGE>
         The  Securities  of this series are issuable  only in  registered  form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain  limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of  Securities  of this  series  and of like  tenor  of a  different  authorized
denomination, as requested by the Holder surrendering the same.

         No service charge shall be made for any such  registration  of transfer
or exchange,  but the Company may require  payment of a sum  sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the  Company,  the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes,  whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         This Security shall be governed by and construed in accordance with the
laws of the State of New York, without regard to principles of conflicts of law.

         All  capitalized  terms used in this  Security  that are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
[{"type": "8-K", "sequence": "1", "filename": "first8k051203.txt", "description": "CURRENT REPORT", "secsgml_size_bytes": 177669}]
{"company-data": {"conformed-name": "FIRST TENNESSEE NATIONAL CORP", "cik": "0000036966", "assigned-sic": "6021", "irs-number": "620803242", "state-of-incorporation": "TN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-15185", "film-number": "03693689"}, "business-address": {"street1": "165 MADISON AVE", "city": "MEMPHIS", "state": "TN", "zip": "38103", "phone": "9015234638"}, "mail-address": {"street1": "165 MADISON AVE", "city": "MEMPHIS", "state": "TN", "zip": "38103"}, "former-company": {"former-conformed-name": "FIRST TENNESSEE BANKS INC", "date-changed": "19600201"}}
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  ------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of report (Date of earliest event reported) -- May 12, 2003

                      FIRST TENNESSEE NATIONAL CORPORATION
               (Exact Name of Registrant as Specified in Charter)

        TENNESSEE                  0-4491             62-0803242
(State or Other Jurisdiction    (Commission          (IRS Employer
       of Incorporation)         File Number)         Identification No.)

                               165 MADISON AVENUE
                            MEMPHIS, TENNESSEE            38103
               (Address of Principal Executive Office) (Zip Code)

      Registrant's telephone number, including area code -- (901) 523-4444
ITEM 5.  OTHER EVENTS

     Accompanying  this Current Report on Form 8-K in connection  with the offer
and sale by the Company of $100,000,000 of its 4.50%  Subordinated Notes due May
15, 2013 are (i) as exhibit 2.1, the Underwriting Agreement,  dated May 7, 2003,
entered into by the Company and FTN Financial  Securities Corp.; (ii) as exhibit
2.2, the Terms Agreement, dated May 7, 2003, entered into by the Company and FTN
Financial  Securities Corp.;  (iii) as exhibit 4.1, the Supplemental  Indenture,
dated May 12,  2003,  entered  into by the Company  and Bank One Trust  Company,
N.A.,  as additional  trustee,  which  supplements  the  Indenture,  dated as of
November  1, 1995,  entered  into by the  Company  and The Bank of New York,  as
trustee thereunder; (iv) as exhibit 4.2, the form of security.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     c) Exhibits

The following exhibits are filed herewith:

Exhibit Number               Description

      2.1           Underwriting  Agreement  dated May 7, 2003,  entered into by
                    the Company and FTN Financial Securities Corp.
      2.2           Terms  Agreement,  dated May 7,  2003,  entered  into by the
                    Company and FTN Financial Securities Corp.
      4.1           Supplemental Indenture,  dated May 12, 2003, entered into by
                    the  Company  and  Bank  One  Trust  Company,   N.A.,  which
                    supplements the Indenture for Subordinated  Debt Securities,
                    dated November 1, 1995,  between the Company and The Bank of
                    New York, as trustee thereunder.
      4.2           Form of Security
SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                   FIRST TENNESSEE NATIONAL CORPORATION

Date: May 12, 2003                    /s/James F. Keen
                                   By:-------------------------------
                                   Name:James F. Keen
                                   Title:EVO, CFO & Corporate Controller
EXHIBIT INDEX

Exhibit Number               Description

      2.1           Underwriting  Agreement  dated May 7, 2003,  entered into by
                    the Company and FTN Financial Securities Corp.
      2.2           Terms  Agreement,  dated May 7,  2003,  entered  into by the
                    Company and FTN Financial Securities Corp.
      4.1           Supplemental Indenture,  dated May 12, 2003, entered into by
                    the  Company  and  Bank  One  Trust  Company,   N.A.,  which
                    supplements the Indenture for Subordinated  Debt Securities,
                    dated November 1, 1995,  between the Company and The Bank of
                    New York, as trustee thereunder.
      4.2           Form of Security
Exhibit 2.1
                                                                  EXECUTION COPY

                      FIRST TENNESSEE NATIONAL CORPORATION

                            (a Tennessee corporation)

                                 Debt Securities

                                Dated May 7, 2003
Table of Contents
                                                                            Page
FIRST TENNESSEE NATIONAL CORPORATION (a Tennessee
 corporation)  Debt Securities.................................................1
UNDERWRITING AGREEMENT.........................................................1
SECTION 1.  Representations and Warranties.....................................3
     (a)    Representations and Warranties by the Company......................3
         (1)  Compliance with Registration Requirements........................3
         (2)  Incorporated Documents...........................................4
         (3)  Independent Accountants..........................................4
         (4)  Financial Statements.............................................4
         (5)  No Material Adverse Change in Business...........................5
         (6)  Good Standing of the Company.....................................5
         (7)  Good Standing of Subsidiaries....................................5
         (8)  Capitalization...................................................6
         (9)  Authorization of this Underwriting Agreement
               and Terms Agreement.............................................6
         (10) Authorization of Senior Debt Securities and/or
               Subordinated Debt Securities....................................6
         (11) Authorization of the Indentures..................................6
         (12) Descriptions of the Underwritten Securities......................7
         (13) Absence of Defaults and Conflicts................................7
         (14) Absence of Proceedings...........................................8
         (15) Absence of Further Requirements..................................8
         (16) Compliance with Banking Laws.....................................8
         (17) Broker/Dealer Regulation.........................................8
         (18) Internal Controls................................................9
     (b)    Officers' Certificates.............................................9
SECTION 2.  Sale and Delivery to Underwriters; Closing.........................9
     (a)    Underwritten Securities............................................9
     (b)    Payment...........................................................10
     (c)    Denominations; Registration.......................................10
SECTION 3.  Covenants of the Company..........................................10
     (a)    Compliance with Securities Regulations and Commission Requests....10
     (b)    Filing of Amendments..............................................11
     (c)    Delivery of Registration Statements...............................11
     (d)    Delivery of Prospectuses..........................................11
     (e)    Continued Compliance with Securities Laws.........................11
     (f)    Blue Sky Qualifications...........................................12
     (g)    Earnings Statement................................................12
     (h)    Use of Proceeds...................................................12
     (i)    Listing...........................................................12
     (j)    Restriction on Sale of Securities.................................12
     (k)    Reporting Requirements............................................13
SECTION 4.  Payment of Expenses...............................................13
     (a)    Expenses..........................................................13
     (b)    Termination of Agreement..........................................13
SECTION 5.  Conditions of Underwriters' Obligations...........................13
     (a)    Effectiveness of Registration Statement...........................14
     (b)    Opinion of Counsel for Company....................................14
     (c)    Opinion of Counsel for Underwriters...............................14
     (d)    Officers' Certificate.............................................14
     (e)    Accountant's Comfort Letter.......................................15
     (f)    Bring-down Comfort Letter.........................................15
     (g)    Ratings...........................................................15
     (h)    Approval of Listing...............................................15
     (i)    No Objection......................................................15
     (j)    Additional Documents..............................................15
     (k)    Termination of Terms Agreement....................................16
SECTION 6.  Indemnification...................................................16
     (a)    Indemnification of Underwriters...................................16
     (b)    Indemnification of Company, Directors and Officers................17
     (c)    Actions against Parties; Notification.............................17
     (d)    Settlement without Consent if Failure to Reimburse................18
SECTION 7.  Contribution......................................................18
SECTION 8.  Representations, Warranties and Agreements to Survive Delivery....19
SECTION 9.  Termination.......................................................19
     (a)    Underwriting Agreement............................................19
     (b)    Terms Agreement...................................................19
     (c)    Liabilities.......................................................20
SECTION 10. Default by One or More of the Underwriters........................20
SECTION 11. Notices...........................................................21
SECTION 12. Parties...........................................................21
SECTION 13. GOVERNING LAW AND TIME............................................21
SECTION 14. Effect of Headings................................................21
FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)..1
FORM OF ACCOUNTANTS' COMFORT LETTER PURSUANT TO SECTION 5(e)...................1
FIRST TENNESSEE NATIONAL CORPORATION
                            (a Tennessee corporation)

                                 Debt Securities

                             UNDERWRITING AGREEMENT

                                                                     May 7, 2003

FTN Financial Securities Corp.
845 Crossover Lane
Suite 150
Memphis, Tennessee  38117

Ladies and Gentlemen:

     First  Tennessee  National   Corporation,   a  Tennessee  corporation  (the
"Company"),  proposes  to issue and sell up to  $225,000,000  aggregate  initial
public offering price of its senior or  subordinated  debt securities (the "Debt
Securities") from time to time, in or pursuant to one or more offerings on terms
to be determined at the time of sale.

     The  Debt  Securities  will be  issued  in one or  more  series  as  senior
indebtedness  (the "Senior  Debt  Securities")  under an indenture  (the "Senior
Indenture")  to be entered into between the Company and The Bank of New York, as
trustee  (the  "Senior   Trustee"),   or  as  subordinated   indebtedness   (the
"Subordinated  Debt  Securities")  under an  indenture,  dated as of November 1,
1995, between the Company and The Bank of New York, as trustee,  as supplemented
by a Supplemental  Indenture,  dated as of May 12, 2003, between the Company and
Bank One Trust  Company,  National  Association  as trustee  with respect to the
Subordinated  Debt  Securities  specified  therein  (as  so  supplemented,   the
"Subordinated  Indenture")  and  collectively  with the  Senior  Indenture,  the
"Indentures" and each, an "Indenture").  The Bank of New York and Bank One Trust
Company,  National  Association are hereinafter referred to as the "Subordinated
Trustees",  and  collectively  with the Senior Trustee the "Trustees" and each a
"Trustee".  Each series of Debt Securities may vary, as applicable, as to title,
aggregate  principal  amount,  rank,  interest  rate or  formula  and  timing of
payments thereof,  stated maturity date, redemption and/or repayment provisions,
sinking fund requirements,  conversion  provisions (and the terms of the related
underlying  securities) and any other variable terms  established by or pursuant
to the applicable Indenture.

     As used  herein,  "Securities"  shall mean the Senior  Debt  Securities  or
Subordinated Debt Securities, or any combination thereof,  initially issuable by
the Company.

     Whenever the Company  determines to make an offering of Securities  through
FTN Financial  Securities Corp.  ("FTN"),  or through an underwriting  syndicate
managed  by FTN,  the  Company  will  enter into an  agreement  (each,  a "Terms
Agreement")  providing for the sale of such  Securities to, and the purchase and
offering thereof by, FTN and such other  underwriters,  if any,  selected by FTN
(the  "Underwriters",  which  term shall  include  FTN,  whether  acting as sole
Underwriter  or as a  member  of an  underwriting  syndicate,  as  well  as  any
Underwriter  substituted  pursuant  to Section 10 hereof).  The Terms  Agreement
relating to the offering of Securities  shall  specify the  aggregate  principal
amount of Securities to be issued (the "Underwritten  Securities"),  the name of
each  Underwriter  participating  in such offering  (subject to  substitution as
provided  in Section 10 hereof) and the name of any  Underwriter  other than FTN
acting as co-manager in connection with such offering,  the aggregate  principal
amount of Underwritten Securities that each such Underwriter severally agrees to
purchase, whether such offering is on a fixed or variable price basis and, if on
a fixed  price  basis,  the  initial  offering  price,  the  price at which  the
Underwritten Securities are to be purchased by the Underwriters, the form, time,
date and place of delivery and payment of the  Underwritten  Securities  and any
other  material  variable  terms  of  the  Underwritten  Securities.  The  Terms
Agreement,  which shall be  substantially  in the form of Exhibit A hereto,  may
take the form of an exchange of any standard  form of written  telecommunication
between  the  Company  and  FTN,  acting  for  itself  and,  if  applicable,  as
representative  of  any  other  Underwriters.   Each  offering  of  Underwritten
Securities through FTN as sole Underwriter or through an underwriting  syndicate
managed by FTN will be governed by this Underwriting  Agreement, as supplemented
by the applicable Terms Agreement.

     The Company has filed with the  Securities  and  Exchange  Commission  (the
"Commission")  a  registration   statement  on  Form  S-3  (No.   33-52561)  and
pre-effective  amendment no. one thereto for the  registration of the Securities
under the Securities Act of 1933, as amended (the "1933 Act"),  and the offering
thereof  from  time  to  time in  accordance  with  Rule  415 of the  rules  and
regulations of the Commission  under the 1933 Act (the "1933 Act  Regulations").
Such  registration  statement was declared  effective by the Commission on March
23, 1994 and each  Indenture has been duly qualified  under the Trust  Indenture
Act of 1939,  as  amended  (the  "1939  Act"),  and the  Company  has filed such
post-effective  amendments  thereto as may be required prior to the execution of
the applicable Terms Agreement and each such  post-effective  amendment has been
declared  effective  by  the  Commission.  Such  registration  statement  (as so
amended,  if applicable) is referred to herein as the "Registration  Statement";
and the final  prospectus and the final  prospectus  supplement  relating to the
offering of the  Underwritten  Securities,  in the forms first  furnished to the
Underwriters  by the  Company  for use in  connection  with the  offering of the
Underwritten   Securities,   are   collectively   referred   to  herein  as  the
"Prospectus";  provided,  however,  that  all  references  to the  "Registration
Statement"  and the  "Prospectus"  shall also be deemed to include all documents
incorporated  therein by reference  pursuant to the  Securities  Exchange Act of
1934,  as amended (the "1934  Act"),  prior to the  execution of the  applicable
Terms  Agreement;  provided,  further,  that if the Company files a registration
statement  with  the  Commission  pursuant  to  Rule  462(b)  of  the  1933  Act
Regulations (the "Rule 462(b) Registration  Statement"),  then all references to
"Registration  Statement"  shall  also be  deemed  to  include  the Rule 462 (b)
Registration  Statement. A "preliminary  prospectus" shall be deemed to refer to
any prospectus and prospectus supplement that omitted information to be included
upon pricing in a form of prospectus filed with the Commission  pursuant to Rule
424(b) of the 1933 Act  Regulations  and was used after such  effectiveness  and
prior to the  initial  delivery of the  Prospectus  to the  Underwriters  by the
Company.  For purposes of this  Underwriting  Agreement,  all  references to the
Registration Statement, Prospectus or preliminary prospectus or to any amendment
or supplement to any of the foregoing  shall be deemed to include any copy filed
with the Commission  pursuant to its  Electronic  Data  Gathering,  Analysis and
Retrieval system ("EDGAR").

                                        2
All references in this Underwriting  Agreement to financial  statements and
schedules and other information which is "contained," "included" or "stated" (or
other  references of like import) in the Registration  Statement,  Prospectus or
preliminary  prospectus  shall be deemed to mean and include all such  financial
statements  and  schedules  and  other  information  which  is  incorporated  by
reference in the Registration  Statement,  Prospectus or preliminary prospectus,
as the case may be, prior to the execution of the  applicable  Terms  Agreement;
and all references in this  Underwriting  Agreement to amendments or supplements
to the  Registration  Statement,  Prospectus or preliminary  prospectus shall be
deemed  to  include  the  filing  of any  document  under  the 1934 Act which is
incorporated  by  reference  in  the  Registration   Statement,   Prospectus  or
preliminary  prospectus,  as  the  case  may  be,  after  the  execution  of the
applicable Terms Agreement.

     SECTION 1. Representations and Warranties.

     (a) Representations  and Warranties by the Company.  The Company represents
and warrants to FTN, as of the date hereof, and to each Underwriter named in the
applicable  Terms  Agreement,  as of the date thereof and as of the Closing Time
(as defined below) (in each case, a "Representation Date"), as follows:

          (1) Compliance with Registration  Requirements.  The Company meets the
     requirements  for use of Form S-3  under  the 1933  Act.  The  Registration
     Statement  (including  any Rule 462(b)  Registration  Statement) has become
     effective under the 1933 Act and no stop order suspending the effectiveness
     of the Registration Statement (or such Rule 462(b) Registration  Statement)
     has been issued under the 1933 Act and no proceedings for that purpose have
     been  instituted  or, to the  knowledge  of the  Company,  are  pending  or
     contemplated  by  the  Commission,  and  any  request  on the  part  of the
     Commission for additional  information has been complied with. In addition,
     each Indenture has been duly qualified under the 1939 Act.

          At the respective times the Registration Statement (including any Rule
     462(b)  Registration  Statement) and any post-effective  amendments thereto
     (including  the filing of the  Company's  most recent Annual Report on Form
     10-K  with the  Commission  (the  "Annual  Report  on Form  10-K"))  became
     effective  and at each  Representation  Date,  the  Registration  Statement
     (including  any Rule  462(b)  Registration  Statement)  and any  amendments
     thereto  complied  and  will  comply  in all  material  respects  with  the
     requirements  of the 1933 Act and the 1933 Act Regulations and the 1939 Act
     and the rules and  regulations  of the  Commission  under the 1939 Act (the
     "1939  Act  Regulations")  and did not  and  will  not  contain  an  untrue
     statement of a material  fact or omit to state a material  fact required to
     be  stated  therein  or  necessary  to  make  the  statements  therein  not
     misleading.  At the date of the  Prospectus and at the Closing Time neither
     the Prospectus nor any amendments and supplements  thereto included or will
     include an untrue  statement of a material  fact or omitted or will omit to
     state a material fact necessary in order to make the statements therein, in
     the light of the circumstances  under which they were made, not misleading.
     Notwithstanding  the foregoing,  the representations and warranties in this

                                       3
subsection  shall  not  apply  to  statements  in  or  omissions  from  the
     Registration  Statement  or the  Prospectus  made in  reliance  upon and in
     conformity  with  information  furnished  to the  Company in writing by any
     Underwriter through FTN expressly for use in the Registration  Statement or
     the Prospectus.

          Each  preliminary  prospectus  and  prospectus  filed  as  part of the
     Registration  Statement  as  originally  filed or as part of any  amendment
     thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so
     filed in all  material  respects  with the  1933 Act  Regulations  and each
     preliminary prospectus and the Prospectus delivered to the Underwriters for
     use in connection with the offering of Underwritten Securities will, at the
     time of such  delivery,  be  identical  to any  electronically  transmitted
     copies thereof filed with the Commission  pursuant to EDGAR,  except to the
     extent permitted by Regulation S-T.

          (2) Incorporated Documents. The documents incorporated or deemed to be
     incorporated by reference in the Registration Statement and the Prospectus,
     at the time they were or hereafter are filed with the Commission,  complied
     and will comply in all material  respects with the requirements of the 1934
     Act and the rules and  regulations of the Commission  thereunder (the "1934
     Act Regulations") and, when read together with the other information in the
     Prospectus,  at the date of the Prospectus and at the Closing Time, did not
     and will not  include an untrue  statement  of a  material  fact or omit to
     state a material fact necessary in order to make the statements therein, in
     the light of the circumstances under which they were made, not misleading.

          (3)  Independent  Accountants.   The  accountants  who  certified  the
     financial  statements and any supporting  schedules  thereto for the period
     ended  December 31, 2001 and at December 31, 2000 and 2001  included in the
     Registration  Statement  and the  Prospectus  were,  at the  time  that the
     Company's  Annual Report on Form 10-K for the year ended  December 31, 2001
     was filed with the Commission,  independent public accountants with respect
     to the Company as  required  by the 1933 Act and the 1933 Act  Regulations.
     The accountants  who certified the financial  statements and any supporting
     schedules  thereto for the period  ended  December 31, 2002 and at December
     31, 2002  included in the  Registration  Statement and the  Prospectus  are
     independent  public  accountants with respect to the Company as required by
     the 1933 Act and the 1933 Act Regulations.

          (4)  Financial  Statements.  The  financial  statements of the Company
     included in the  Registration  Statement and the Prospectus,  together with
     the related schedules and notes,  present fairly the financial  position of
     the Company and its  consolidated  subsidiaries  at the dates indicated and
     the  statement of  operations,  stockholders'  equity and cash flows of the
     Company and its consolidated  subsidiaries for the periods specified.  Such
     financial  statements  have been  prepared  in  conformity  with  generally
     accepted  accounting  principles  ("GAAP")  applied on a  consistent  basis
     throughout  the  periods  involved.  The  selected  financial  data and the
     summary financial information included in the Prospectus present fairly the
     information shown therein and have been compiled on a basis consistent with
     that of the  audited  financial  statements  included  in the  Registration
     Statement and the Prospectus.

                                       4
(5) No Material Adverse Change in Business. Since the respective dates
     as of which  information  is given in the  Registration  Statement  and the
     Prospectus,  except  as  otherwise  stated  therein,  (A) there has been no
     material adverse change in the condition, financial or otherwise, or in the
     earnings,  business  affairs or business  prospects  of the Company and its
     subsidiaries  considered as one  enterprise,  whether or not arising in the
     ordinary course of business (a "Material Adverse  Effect"),  (B) there have
     been  no   transactions   entered  into  by  the  Company  or  any  of  its
     subsidiaries,  other than those arising in the ordinary course of business,
     which  are  material  with  respect  to the  Company  and its  subsidiaries
     considered as one  enterprise  and (C) except for regular  dividends on the
     Company's  common stock or preferred  stock,  in amounts per share that are
     consistent  with  past  practice  or the  applicable  charter  document  or
     supplement   thereto,   respectively,   there  has  been  no   dividend  or
     distribution of any kind declared, paid or made by the Company on any class
     of its capital stock.

          (6) Good Standing of the Company.  The Company has been duly organized
     and is validly existing as a corporation in good standing under the laws of
     the State of Tennessee and has corporate  power and authority to own, lease
     and operate its  properties and to conduct its business as described in the
     Prospectus  and to enter into and  perform  its  obligations  under,  or as
     contemplated  under, this  Underwriting  Agreement and the applicable Terms
     Agreement.  The  Company  is duly  qualified  as a foreign  corporation  to
     transact  business and is in good  standing in each other  jurisdiction  in
     which such qualification is required, whether by reason of the ownership or
     leasing of property or the conduct of business, except where the failure to
     so qualify or be in good  standing  would not result in a Material  Adverse
     Effect.

          (7) Good  Standing of  Subsidiaries.  The Company has no  subsidiaries
     that,  individually  or in  the  aggregate,  when  considered  as a  single
     subsidiary,  it would  consider  to be a  "significant  subsidiary"  of the
     Company  (based upon the criteria  contained in Rule 1-02 of Regulation S-X
     promulgated  under the 1933 Act),  other than First Tennessee Bank National
     Association  (the  "Bank"),   First  Horizon  Home  Loan  Corporation  (the
     "Subsidiary") and FT Mortgage Holding Corporation.  The Subsidiary has been
     duly  organized and is validly  existing as a corporation  in good standing
     under the laws of the jurisdiction of its incorporation.  The Bank has been
     duly organized and is validly  existing as a national  banking  association
     under the laws of the United States. The Subsidiary has corporate power and
     authority  to own,  lease and  operate  its  properties  and to conduct its
     business as described in the  Prospectus and is duly qualified as a foreign
     corporation  to  transact   business  and  is  in  good  standing  in  each
     jurisdiction in which such qualification is required,  whether by reason of
     the  ownership  or leasing of property or the conduct of  business,  except
     where the failure to so qualify or be in good standing  would not result in
     a Material  Adverse Effect.  Except as otherwise stated in the Registration
     Statement and the  Prospectus,  all of the issued and  outstanding  capital
     stock of each of the Subsidiary  and the Bank has been duly  authorized and
     is validly issued,  fully paid and non-assessable  (except,  in the case of
     the Bank, as provided in 12 U.S.C.  ss. 55, as amended) and is owned by the
     Company,  directly or through subsidiaries,  free and clear of any security

                                       5
interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the
     outstanding  shares of capital stock of each of the Subsidiary and the Bank
     was  issued in  violation  of  preemptive  or other  similar  rights of any
     securityholder  of the Subsidiary or the Bank, as the case may be. The Bank
     is an insured bank under the applicable  provisions of the Federal  Deposit
     Insurance  Act,  as  amended,  and no  proceeding  for the  termination  or
     revocation  of such  insurance  is  pending  or,  to the  knowledge  of the
     Company,   threatened  against  any  such  subsidiary.   The  Bank  has  no
     subsidiaries  that are depository  institutions with deposits insured under
     the provisions of the Federal Deposit Insurance Act, as amended.

          (8) Capitalization.  The authorized,  issued and outstanding shares of
     capital  stock  of the  Company  is as set  forth  in the  column  entitled
     "Actual" under the  "Capitalization"  section in the Prospectus (except for
     subsequent issuances thereof, if any, pursuant to reservations,  agreements
     or employee  benefit plans referred to in the Prospectus or pursuant to the
     exercise  of  convertible   securities  or  options   referred  to  in  the
     Prospectus).  Such shares of capital  stock have been duly  authorized  and
     validly  issued by the Company and are fully paid and  non-assessable,  and
     none of such shares of capital  stock was issued in violation of preemptive
     or other similar rights of any securityholder of the Company.

          (9) Authorization of this Underwriting  Agreement and Terms Agreement.
     This Underwriting Agreement has been, and the applicable Terms Agreement as
     of the date thereof will have been, duly authorized, executed and delivered
     by the Company.

          (10) Authorization of Senior Debt Securities and/or  Subordinated Debt
     Securities.  If the  Underwritten  Securities  being sold  pursuant  to the
     applicable   Terms  Agreement   include  Senior  Debt   Securities   and/or
     Subordinated Debt Securities, such Underwritten Securities have been, or as
     of the date of such Terms  Agreement will have been, duly authorized by the
     Company for issuance and sale pursuant to this  Underwriting  Agreement and
     such  Terms  Agreement.  Such  Underwritten  Securities,  when  issued  and
     authenticated  in the manner  provided for in the applicable  Indenture and
     delivered against payment of the consideration  therefor  specified in such
     Terms Agreement,  will constitute valid and legally binding  obligations of
     the  Company,  enforceable  against  the Company in  accordance  with their
     terms,  except as the  enforcement  thereof  may be limited by  bankruptcy,
     insolvency (including,  without limitation, all laws relating to fraudulent
     transfers), reorganization,  moratorium or other similar laws affecting the
     enforcement  of  creditors'   rights  generally  or  by  general  equitable
     principles (regardless of whether enforcement is considered in a proceeding
     in equity or at law),  and except  further as  enforcement  thereof  may be
     limited by  requirements  that a claim with respect to any Debt  Securities
     payable  in a foreign or  composite  currency  (or a foreign  or  composite
     currency  judgment in respect of such claim) be converted into U.S. dollars
     at  a  rate  of  exchange  prevailing  on a  date  determined  pursuant  to
     applicable law or by governmental authority to limit, delay or prohibit the
     making of payments outside the United States. Such Underwritten  Securities
     will be in the form  contemplated by, and each registered holder thereof is
     entitled to the benefits of, the applicable Indenture.

          (11) Authorization of the Indentures.  If the Underwritten  Securities
     being sold pursuant to the applicable  Terms Agreement  include Senior Debt
     Securities and/or Subordinated Debt Securities,  each applicable  Indenture
     has been, or prior to the issuance of the Debt  Securities  thereunder will
     have been, duly authorized, executed and delivered by the Company and, upon

                                       6
such  authorization,  execution and delivery,  will  constitute a valid and
     legally binding agreement of the Company,  enforceable  against the Company
     in  accordance  with its terms,  except as the  enforcement  thereof may be
     limited by bankruptcy,  insolvency (including, without limitation, all laws
     relating to  fraudulent  transfers),  reorganization,  moratorium  or other
     similar laws affecting the enforcement of creditors' rights generally or by
     general  equitable   principles   (regardless  of  whether  enforcement  is
     considered in a proceeding in equity or at law).

          (12)  Descriptions of the  Underwritten  Securities.  The Underwritten
     Securities  being sold pursuant to the applicable  Terms Agreement and each
     applicable  Indenture,  as of each Representation Date, will conform in all
     material  respects to the  statements  relating  thereto  contained  in the
     Prospectus and will be in  substantially  the form filed or incorporated by
     reference, as the case may be, as an exhibit to the Registration Statement.

          (13) Absence of Defaults and Conflicts.  Neither the Company, the Bank
     nor the  Subsidiary is in violation of its charter or by-laws;  neither the
     Company or any of its  subsidiaries  is in default  in the  performance  or
     observance of any obligation, agreement, covenant or condition contained in
     any contract, indenture, mortgage, deed of trust, loan or credit agreement,
     note, lease or other agreement or instrument to which the Company or any of
     its  subsidiaries is a party or by which it or any of them may be bound, or
     to which any of the assets,  properties or operations of the Company or any
     of   its   subsidiaries   is   subject   (collectively,   "Agreements   and
     Instruments"), except for such defaults that would not result in a Material
     Adverse   Effect.   The  execution,   delivery  and   performance  of  this
     Underwriting Agreement,  the applicable Terms Agreement and each applicable
     Indenture and any other  agreement or instrument  entered into or issued or
     to be  entered  into or  issued  by the  Company  in  connection  with  the
     transactions   contemplated  hereby  or  thereby  or  in  the  Registration
     Statement  and the  Prospectus  and the  consummation  of the  transactions
     contemplated  herein and in the  Registration  Statement and the Prospectus
     (including the issuance and sale of the Underwritten Securities and the use
     of the proceeds from the sale of the  Underwritten  Securities as described
     under the caption "Use of Proceeds") and compliance by the Company with its
     obligations  hereunder  and  thereunder  have been duly  authorized  by all
     necessary corporate action and do not and will not, whether with or without
     the  giving  of  notice  or  passage  of time  or  both,  conflict  with or
     constitute  a breach of, or default or Repayment  Event (as defined  below)
     under,  or result in the  creation  or  imposition  of any lien,  charge or
     encumbrance upon any assets, properties or operations of the Company or any
     of its subsidiaries pursuant to, any Agreements and Instruments, except for
     such  conflicts,  breaches,  defaults  or  Repayment  Events that would not
     result in a Material  Adverse  Effect,  nor will such action  result in any
     violation of the provisions of the charter or by-laws of the Company or any
     of its  subsidiaries  or any applicable  law,  statute,  rule,  regulation,
     judgment,   order,   writ  or   decree   of  any   government,   government
     instrumentality or court, domestic or foreign, having jurisdiction over the
     Company or any of its  subsidiaries  or any of their assets,  properties or
     operations,  except for such  violations  as would not result in a Material

                                       7
Adverse  Effect.  As used herein,  a  "Repayment  Event" means any event or
     condition  which gives the holder of any note,  debenture or other evidence
     of indebtedness (or any person acting on such holder's behalf) the right to
     require the repurchase, redemption or repayment of all or a portion of such
     indebtedness by the Company or any of its subsidiaries.

          (14) Absence of  Proceedings.  There is no action,  suit,  proceeding,
     inquiry or  investigation  before or  brought by any court or  governmental
     agency or body,  domestic or foreign,  now pending,  or to the knowledge of
     the  Company  threatened,  against or  affecting  the Company or any of its
     subsidiaries  which  is  required  to  be  disclosed  in  the  Registration
     Statement and the Prospectus (other than as stated therein), or which might
     reasonably  be expected to result in a Material  Adverse  Effect,  or which
     might reasonably be expected to materially and adversely affect the assets,
     properties or operations  thereof or the  consummation of the  transactions
     contemplated  under  the  Prospectus,   this  Underwriting  Agreement,  the
     applicable  Terms Agreement or any applicable  Indenture or the performance
     by the Company of its obligations hereunder and thereunder. The Company and
     each of its subsidiaries is in compliance in all material respects with all
     laws  administered  by and  regulations  applicable  to it of the  Board of
     Governors of the Federal  Reserve  System,  the Federal  Deposit  Insurance
     Corporation  and the  Office of the  Comptroller  of the  Currency  (each a
     "Banking  Regulator") and of any other federal or state agency or authority
     with  jurisdiction  over it except  where  failure  to so comply  would not
     result in a Material  Adverse  Effect.  Neither  the Company nor any of its
     subsidiaries  is a party to or  otherwise  subject to any  consent  decree,
     memorandum  of  understanding,  written  commitment  or  other  supervisory
     agreement  with any Banking  Regulator or any other federal or state agency
     or authority,  nor have the Company or any of its subsidiaries been advised
     by any Banking  Regulator or any other federal or state agency or authority
     that it is contemplating  issuing or requesting any of the foregoing except
     where being a party to or subject to such  consent  decree,  memorandum  of
     understanding, written commitment or other supervisory agreement that would
     not result in a Material Adverse Effect.

          (15)   Absence   of  Further   Requirements.   No  filing   with,   or
     authorization,    approval,    consent,   license,   order,   registration,
     qualification or decree of, any court or governmental  authority or agency,
     domestic or foreign,  is necessary  or required for the due  authorization,
     execution and delivery by the Company of this Underwriting Agreement or the
     applicable  Terms  Agreement or for the  performance  by the Company of the
     transactions   contemplated   under  the  Prospectus,   this   Underwriting
     Agreement, such Terms Agreement or any applicable Indenture, except such as
     have been already made, obtained or rendered, as applicable.

          (16)  Compliance  with  Banking  Laws.  The Company is a bank  holding
     company  registered under the Bank Holding Company Act of 1956, as amended;
     and each of the Company and the Bank are in  substantial  compliance  with,
     and conduct their respective businesses in substantial conformity with, all
     applicable  laws  and  governmental   regulations  governing  bank  holding
     companies, banks and subsidiaries of bank holding companies,  respectively,
     except  failures  to so comply  or be in  conformity  with  that  could not
     reasonably be expected to result in a Material Adverse Effect.

          (17)  Broker/Dealer  Regulation.   Except  for  FTN,  First  Tennessee
     Brokerage,  Inc., Midwest Research  Securities  Corporation,  FTN Financial
     Capital Markets,  a division of First Tennessee Bank National  Association,

                                       8
and except as otherwise  disclosed  in writing to FTN,  neither the Company
     nor any of the Company's officers or, to the knowledge of the Company,  its
     directors or 5% or greater  shareholders,  (i) is required to register as a
     "broker" or "dealer" in accordance  with the  provisions of the 1934 Act or
     the rules and  regulations  thereunder,  or (ii)  directly,  or  indirectly
     through one or more  intermediaries,  controls or has any other association
     with  (within  the  meaning  of Article I of the  By-laws  of the  National
     Association  of Securities  Dealers,  Inc. (the "NASD")) any member firm of
     the NASD.

          (18)  Internal  Controls.  The Company has  established  and maintains
     disclosure controls and procedures (as such term is defined in Rules 13a-14
     and  15d-14  under  the 1934  Act) that (A) are  designed  to  ensure  that
     material  information  relating to the Company,  including its consolidated
     subsidiaries,  is made known to the Company's Chief  Executive  Officer and
     its Chief Financial  Officer by others within those entities,  particularly
     during  the  periods  in which the  filings  made by the  Company  with the
     Commission which it may make under Section 13(a), 13(c), 14 or 15(d) of the
     1934 Act are being prepared,  (B) have been evaluated for  effectiveness as
     of a date within 90 days prior to the filing of the  Company's  most recent
     Annual  Report filed with the  Commission  and (C) are effective to perform
     the functions for which they were established.

     The  accountants  and the Audit  Committee of the Board of Directors of the
     Company have been advised of (x) any significant deficiencies in the design
     or  operation  of  internal  controls  which  could  adversely  affect  the
     Company's ability to record, process,  summarize, and report financial data
     and (y) any fraud,  whether or not material,  that  involves  management or
     other  employees who have a role in the Company's  internal  controls;  any
     material  weaknesses  in internal  controls  have been  identified  for the
     accountants;  and since  February  27,  2003  (the date of the most  recent
     evaluation of such disclosure controls and procedures),  there have been no
     significant  changes in internal  controls or in other  factors  that could
     significantly  affect internal  controls,  including any corrective actions
     with regard to significant deficiencies and material weaknesses.

     (b) Officers'  Certificates.  Any certificate  signed by any officer of the
Company  or any of its  subsidiaries  and  delivered  to any  Underwriter  or to
counsel for the Underwriters in connection with the offering of the Underwritten
Securities shall be deemed a representation  and warranty by the Company to each
Underwriter as to the matters  covered  thereby on the date of such  certificate
and, unless  subsequently  amended or supplemented,  at each Representation Date
subsequent thereto.

     SECTION 2. Sale and Delivery to Underwriters; Closing.

     (a) Underwritten Securities. The several commitments of the Underwriters to
purchase the Underwritten  Securities pursuant to the applicable Terms Agreement
shall  be  deemed  to  have  been  made  on the  basis  of the  representations,
warranties and agreements herein contained and shall be subject to the terms and
conditions herein set forth.

                                        9
(b)  Payment.  Payment of the  purchase  price for,  and  delivery  of, the
Underwritten  Securities  shall be made at the offices of Sidley  Austin Brown &
Wood LLP, 787 Seventh Avenue, New York, New York 10019 or at such other place as
shall be agreed upon by FTN and the Company,  at 9:00 A.M. (Eastern time) on the
third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given
day)  business  day after the date of the  applicable  Terms  Agreement  (unless
postponed in accordance with the provisions of Section 10 hereof), or such other
time not later than ten business days after such date as shall be agreed upon by
FTN and the Company  (such time and date of payment and  delivery  being  herein
called "Closing Time").

     Payment  shall  be made to the  Company  by wire  transfer  of  immediately
available funds to a bank account designated by the Company, against delivery to
FTN  for  the  respective  accounts  of the  Underwriters  of  the  Underwritten
Securities to be purchased by them. It is understood  that each  Underwriter has
authorized  FTN, for its account,  to accept  delivery of, receipt for, and make
payment of the purchase  price for,  the  Underwritten  Securities  which it has
severally agreed to purchase. FTN, individually and not as representative of the
Underwriters,  may (but shall not be obligated  to) make payment of the purchase
price for the Underwritten  Securities to be purchased by any Underwriter  whose
funds have not been  received by the Closing  Time,  but such payment  shall not
relieve such Underwriter from its obligations hereunder.

     (c) Denominations;  Registration.  The Underwritten  Securities shall be in
such denominations and registered in such names as FTN may request in writing at
least  one  full  business  day  prior to the  Closing  Time.  The  Underwritten
Securities  will be made available for  examination  and packaging by FTN in The
City of New York not later than 10:00 A.M.  (Eastern  time) on the  business day
prior to the Closing Time.

     SECTION 3.  Covenants of the Company.  The Company  covenants  with FTN and
with each Underwriter  participating in the offering of Underwritten Securities,
as follows:

     (a) Compliance with Securities  Regulations  and Commission  Requests.  The
Company,  subject to Section 3(b), will notify FTN immediately,  and confirm the
notice in writing,  of (i) the effectiveness of any post-effective  amendment to
the  Registration  Statement or the filing of any supplement or amendment to the
Prospectus,  (ii) the receipt of any  comments  from the  Commission,  (iii) any
request by the Commission for any amendment to the Registration Statement or any
amendment or supplement to the  Prospectus or for  additional  information,  and
(iv)  the  issuance  by  the  Commission  of  any  stop  order   suspending  the
effectiveness  of the  Registration  Statement  or of any  order  preventing  or
suspending the use of any  preliminary  prospectus,  or of the suspension of the
qualification  of the  Underwritten  Securities  for  offering  or  sale  in any
jurisdiction,  or of the initiation or threatening of any proceedings for any of
such purposes.  The Company will promptly effect the filings necessary  pursuant
to Rule 424 and will take such steps as it deems necessary to ascertain promptly
whether the  Prospectus  transmitted  for filing under Rule 424 was received for
filing by the  Commission  and, in the event that it was not,  it will  promptly
file the Prospectus.  The Company will make every  reasonable  effort to prevent
the  issuance of any stop order and, if any stop order is issued,  to obtain the
lifting thereof at the earliest possible moment.

                                       10
(b) Filing of Amendments. The Company will give FTN notice of its intention
to file or prepare any amendment to the  Registration  Statement  (including any
filing  under Rule  462(b) of the 1933 Act  Regulations),  any Term Sheet or any
amendment,  supplement  or  revision  to either the  prospectus  included in the
Registration  Statement at the time it became  effective  or to the  Prospectus,
whether  pursuant to the 1933 Act, the 1934 Act or  otherwise,  will furnish FTN
with  copies of any such  documents  a  reasonable  amount of time prior to such
proposed  filing or use,  as the case may be,  and will not file or use any such
document to which FTN or counsel for the Underwriters shall object.

     (c) Delivery of Registration Statements.  The Company has furnished or will
deliver to FTN and  counsel  for the  Underwriters,  without  charge,  conformed
copies of the  Registration  Statement as originally filed and of each amendment
thereto (including exhibits filed therewith or incorporated by reference therein
and documents  incorporated or deemed to be incorporated by reference  therein),
conformed copies of all consents and  certificates of experts,  signed copies of
the Company's  Annual  Report on Form 10-K for the year ended  December 31, 2002
and signed copies of all consents and  certificates  of experts filed  therewith
and  will  also  deliver  to  FTN,  without  charge,  a  conformed  copy  of the
Registration  Statement  as  originally  filed  and of  each  amendment  thereto
(without exhibits) for each of the Underwriters.  The Registration Statement and
each amendment  thereto  furnished to the Underwriters  will be identical to any
electronically  transmitted copies thereof filed with the Commission pursuant to
EDGAR, except to the extent permitted by Regulation S-T.

     (d) Delivery of Prospectuses. The Company will deliver to each Underwriter,
without  charge,  as  many  copies  of  each  preliminary   prospectus  as  such
Underwriter may reasonably  request,  and the Company hereby consents to the use
of such copies for purposes  permitted by the 1933 Act. The Company will furnish
to each  Underwriter,  without charge,  during the period when the Prospectus is
required  to be  delivered  under the 1933 Act or the 1934 Act,  such  number of
copies  of the  Prospectus  as such  Underwriter  may  reasonably  request.  The
Prospectus  and  any  amendments  or  supplements   thereto   furnished  to  the
Underwriters will be identical to any electronically  transmitted copies thereof
filed with the Commission  pursuant to EDGAR,  except to the extent permitted by
Regulation S-T.

     (e) Continued Compliance with Securities Laws. The Company will comply with
the  1933 Act and the  1933  Act  Regulations  and the 1934 Act and the 1934 Act
Regulations  so  as  to  permit  the  completion  of  the  distribution  of  the
Underwritten  Securities as contemplated in this Underwriting  Agreement and the
applicable Terms Agreement and in the Registration Statement and the Prospectus.
If at any time when the  Prospectus  is required by the 1933 Act or the 1934 Act
to be  delivered in  connection  with sales of the  Securities,  any event shall
occur or  condition  shall  exist as a result of which it is  necessary,  in the
opinion  of  counsel  for the  Underwriters  or for the  Company,  to amend  the
Registration Statement in order that the Registration Statement will not contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements  therein not misleading
or to amend or supplement the  Prospectus in order that the Prospectus  will not
include an untrue  statement of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading in the light of
the circumstances existing at the time it is delivered to a purchaser,  or if it
shall be necessary,  in the opinion of such  counsel,  at any such time to amend

                                       11
the  Registration  Statement or amend or supplement  the  Prospectus in order to
comply with the  requirements of the 1933 Act or the 1933 Act  Regulations,  the
Company will promptly  prepare and file with the Commission,  subject to Section
3(b), such amendment or supplement as may be necessary to correct such statement
or omission or to make the Registration  Statement or the Prospectus comply with
such  requirements,  and the Company will furnish to the  Underwriters,  without
charge,   such  number  of  copies  of  such  amendment  or  supplement  as  the
Underwriters may reasonably request.

     (f) Blue Sky  Qualifications.  The Company  will use its best  efforts,  in
cooperation with the  Underwriters,  to qualify the Underwritten  Securities for
offering and sale under the applicable  securities laws of such states and other
jurisdictions  (domestic or foreign) as FTN may  designate  and to maintain such
qualifications in effect for a period of not less than one year from the date of
the applicable Terms Agreement; provided, however, that the Company shall not be
obligated  to file any general  consent to service of process or to qualify as a
foreign corporation or as a dealer in securities in any jurisdiction in which it
is not so  qualified  or to  subject  itself to  taxation  in  respect  of doing
business in any  jurisdiction  in which it is not otherwise so subject.  In each
jurisdiction in which the  Underwritten  Securities have been so qualified,  the
Company will file such  statements and reports as may be required by the laws of
such  jurisdiction to continue such  qualification in effect for a period of not
less than one year from the date of such Terms Agreement.

     (g) Earnings Statement.  The Company will timely file such reports pursuant
to the 1934 Act as are  necessary  in order to make  generally  available to its
securityholders  as soon as practicable  an earnings  statement for the purposes
of, and to provide the benefits  contemplated  by, the last paragraph of Section
11(a) of the 1933 Act.

     (h) Use of Proceeds.  The Company will use the net proceeds  received by it
from the sale of the  Underwritten  Securities  in the manner  specified  in the
Prospectus under "Use of Proceeds".

     (i) Listing. The Company will use its best efforts to effect the listing of
the  Underwritten  Securities,  prior  to the  Closing  Time,  on  any  national
securities  exchange or quotation  system if and as specified in the  applicable
Terms Agreement.

     (j)  Restriction on Sale of Securities.  Between the date of the applicable
Terms  Agreement and the Closing Time or such other date specified in such Terms
Agreement,  the Company will not,  without the prior written consent of FTN, (1)
offer,  sell,  contract  to  sell  or  otherwise  dispose  of  any  Underwritten
Securities or any debt securities of the Company that are substantially  similar
to  the  Underwritten   Securities  (the  "Similar  Securities")  or  securities
convertible  into or  exchangeable  for the  Underwritten  Securities or Similar
Securities  or sell or grant  options,  rights or warrants  with  respect to the
Underwritten  Securities  or  Similar  Securities  or (2) enter into any swap or
other  derivatives  transaction that transfers to another,  in whole or in part,
any  of the  economic  benefits  or  risks  of  ownership  of  the  Underwritten
Securities  or Similar  Securities,  whether any such  transaction  described in
clause  (1) or (2)  above  is to be  settled  by  delivery  of the  Underwritten
Securities, Similar Securities or other securities, in cash or otherwise.

                                       12
(k)  Reporting  Requirements.  The  Company,  during  the  period  when the
Prospectus is required to be delivered  under the 1933 Act or the 1934 Act, will
file all documents required to be filed with the Commission pursuant to the 1934
Act  within  the  time  periods  required  by the  1934  Act  and the  1934  Act
Regulations.

     SECTION 4. Payment of Expenses.

     (a) Expenses. The Company will pay all expenses incident to the performance
of its obligations  under this  Underwriting  Agreement or the applicable  Terms
Agreement,   including  (i)  the   preparation,   printing  and  filing  of  the
Registration   Statement   (including  financial  statements  and  exhibits)  as
originally filed and of each amendment thereto,  (ii) the preparation,  printing
and  delivery to the  Underwriters  of this  Underwriting  Agreement,  any Terms
Agreement,  any Agreement  among  Underwriters,  the  Indentures  and such other
documents as may be required in connection  with the offering,  purchase,  sale,
issuance or  delivery of the  Underwritten  Securities,  (iii) the  preparation,
issuance  and  delivery  of the  Underwritten  Securities  to the  Underwriters,
including  any  transfer  taxes and any stamp or other  duties  payable upon the
sale,  issuance or delivery of the Underwritten  Securities to the Underwriters,
(iv) the fees and disbursements of the Company's counsel,  accountants and other
advisors or agents  (including  transfer agents and registrars),  as well as the
fees and  disbursements  of the Trustees and their respective  counsel,  (v) the
qualification  of the  Underwritten  Securities  under state  securities laws in
accordance with the provisions of Section 3(f) hereof, including filing fees and
the  reasonable  fees and  disbursements  of  counsel  for the  Underwriters  in
connection  therewith  and in  connection  with the  preparation,  printing  and
delivery of the Blue Sky Survey,  and any amendment  thereto,  (vi) the printing
and delivery to the Underwriters of copies of each preliminary  prospectus,  any
Term Sheet, and the Prospectus and any amendments or supplements thereto,  (vii)
the fees charged by nationally  recognized  statistical rating organizations for
the rating of the Underwritten Securities, (viii) the fees and expenses incurred
with respect to the listing of the Underwritten  Securities,  (ix) the costs and
expenses of the Company  relating to investor  presentations  on any "road show"
undertaken in  connection  with the  marketing of the  Underwritten  Securities,
including,  without limitation,  expenses associated with the production of road
show  slides and  graphics,  fees and  expenses  of any  consultants  engaged in
connection with the road show presentations,  travel and lodging expenses of the
representatives  and officers of the Company and any such  consultants,  and the
cost of aircraft and other transportation  chartered in connection with the road
show, (x) the filing fees incident to, and the reasonable fees and disbursements
of counsel to the  Underwriters in connection  with, the review,  if any, by the
NASD of the terms of the sale of the  Underwritten  Securities and (xi) the fees
and  expenses  of  any  Underwriter  acting  in  the  capacity  of a  "qualified
independent  underwriter"  (as defined in Rule  2720(b)(15)  of the NASD Conduct
Rules), if applicable.

     (b)  Termination  of  Agreement.  If  the  applicable  Terms  Agreement  is
terminated  by FTN in  accordance  with the  provisions  of Section 5 or Section
9(b)(i) hereof,  the Company shall reimburse the  Underwriters  for all of their
out-of-pocket  expenses,  including the  reasonable  fees and  disbursements  of
counsel for the Underwriters.

     SECTION 5. Conditions of Underwriters' Obligations.  The obligations of the
Underwriters to purchase and pay for the Underwritten Securities pursuant to the

                                       13
applicable  Terms  Agreement are subject to the accuracy of the  representations
and warranties of the Company  contained in Section 1 hereof or in  certificates
of any officer of the Company or any of its subsidiaries  delivered  pursuant to
the provisions  hereof,  to the  performance by the Company of its covenants and
other obligations hereunder, and to the following further conditions:

     (a) Effectiveness of Registration  Statement.  The Registration  Statement,
including any Rule 462(b) Registration Statement, has become effective under the
1933 Act and no stop order  suspending  the  effectiveness  of the  Registration
Statement  shall have been issued under the 1933 Act and no proceedings for that
purpose  shall  have  been  instituted  or  be  pending  or  threatened  by  the
Commission,  and any  request  on the  part  of the  Commission  for  additional
information  shall have been complied  with to the  reasonable  satisfaction  of
counsel to the Underwriters. A prospectus containing information relating to the
description of the Underwritten Securities,  the specific method of distribution
and similar matters shall have been filed with the Commission in accordance with
Rule 424(b)(1), (2), (3), (4) or (5), as applicable.

     (b) Opinion of Counsel for Company  and  Assistant  General  Counsel to the
Company.  At Closing Time, FTN shall have received the favorable opinion,  dated
as of Closing Time, of each of Baker, Donelson,  Bearman & Caldwell, counsel for
the  Company,  and Clyde A.  Billings,  Jr.,  Senior Vice  President,  Assistant
General  Counsel and Corporate  Secretary of the Company,  in form and substance
satisfactory to counsel for the Underwriters, together with signed or reproduced
copies of such  letter  for each of the other  Underwriters,  to the  effect set
forth in Exhibit B-1 and Exhibit B-2 hereto,  respectively,  and to such further
effect as counsel to the  Underwriters  may reasonably  request.  In giving such
opinion,  each such counsel may rely, as to all matters  governed by the laws of
jurisdictions  other than the law of the State of Tennessee,  the federal law of
the United States and the General Corporation Law of the State of Delaware, upon
the opinions of counsel  satisfactory  to FTN.  Each such counsel may also state
that, insofar as such opinion involves factual matters, they have relied, to the
extent they deem proper,  upon  certificates  of officers of the Company and its
subsidiaries and certificates of public officials.

     (c) Opinion of Counsel for  Underwriters.  At Closing Time,  FTN shall have
received the favorable opinion, dated as of Closing Time, of Sidley Austin Brown
& Wood LLP,  counsel for the  Underwriters,  together  with signed or reproduced
copies of such letter for each of the other  Underwriters,  with  respect to the
matters set forth in (1),  (2), (4) - (7) and (8) of Exhibit B-1 hereto  (solely
as to  the  information  in  the  Prospectus  under  "Description  of  the  Debt
Securities" or any caption  purporting to describe any such  Securities),  (10),
(11),  (14) of Exhibit B-1 hereto and the  penultimate  paragraph of Exhibit B-1
hereto.  In giving  such  opinion,  such  counsel  may rely,  as to all  matters
governed  by the laws of  jurisdictions  other  than the law of the State of New
York,  the federal law of the United States and the General  Corporation  Law of
the State of Delaware,  upon the opinions of counsel  satisfactory  to FTN. Such
counsel may also state that,  insofar as such opinion  involves factual matters,
they have relied, to the extent they deem proper,  upon certificates of officers
of the Company and its subsidiaries and certificates of public officials.

     (d)  Officers'  Certificate.  At Closing  Time,  there shall not have been,
since the date of the applicable  Terms Agreement or since the respective  dates
as of which information is given in the Prospectus,  any material adverse change
in the condition,  financial or otherwise, or in the earnings,  business affairs
or business  prospects  of the Company and its  subsidiaries  considered  as one

                                       14
enterprise,  whether or not arising in the ordinary course of business,  and FTN
shall have  received a certificate  of the President or a Vice  President of the
Company and of the chief financial  officer or chief  accounting  officer of the
Company, dated as of Closing Time, to the effect that (i) there has been no such
material adverse change, (ii) the representations and warranties in Section 1(a)
are true and correct with the same force and effect as though  expressly made at
and as of the Closing Time,  (iii) the Company has complied with all  agreements
and  satisfied  all  conditions  on its part to be  performed or satisfied at or
prior to the Closing Time, and (iv) no stop order  suspending the  effectiveness
of the  Registration  Statement  has been  issued  and no  proceedings  for that
purpose  have been  instituted,  are pending  or, to the best of such  officer's
knowledge, are threatened by the Commission.

     (e)  Accountant's  Comfort  Letter.  At the  time of the  execution  of the
applicable Terms Agreement, FTN shall have received from KPMG LLP a letter dated
such date, in form and substance  satisfactory  to FTN,  together with signed or
reproduced copies of such letter for each of the other Underwriters,  containing
statements  and  information  of the type  ordinarily  included in  accountants'
"comfort letters" to underwriters  with respect to the financial  statements and
certain financial  information  contained in the Registration  Statement and the
Prospectus.

     (f)  Bring-down  Comfort  Letter.  At Closing Time, FTN shall have received
from  KPMG LLP a letter,  dated as of  Closing  Time,  to the  effect  that they
reaffirm the statements made in the letter furnished  pursuant to subsection (e)
of this Section 5, except that the  specified  date  referred to shall be a date
not more than three business days prior to the Closing Time.

     (g) Ratings.  At Closing Time, the  Underwritten  Securities shall have the
ratings accorded by any "nationally recognized statistical rating organization",
as defined by the  Commission  for  purposes of Rule  436(g)(2)  of the 1933 Act
Regulations,  if and as specified in the  applicable  Terms  Agreement,  and the
Company shall have delivered to FTN a letter,  dated as of such date,  from each
such rating organization, or other evidence satisfactory to FTN, confirming that
the  Underwritten  Securities have such ratings.  Since the time of execution of
such  Terms  Agreement,  there  shall not have  occurred  a  downgrading  in, or
withdrawal of, the rating assigned to the Underwritten  Securities or any of the
Company's other securities by any such rating  organization,  and no such rating
organization  shall have publicly  announced that it has under  surveillance  or
review its rating of the  Underwritten  Securities or any of the Company's other
securities.

     (h) Approval of Listing. At Closing Time, the Underwritten Securities shall
have been approved for listing,  subject only to official notice of issuance, if
and as specified in the applicable Terms Agreement.

     (i)  No  Objection.  If  the  Registration  Statement  or  an  offering  of
Underwritten  Securities has been filed with the NASD for review, the NASD shall
not have raised any objection with respect to the fairness and reasonableness of
the underwriting terms and arrangements.

     (j) Additional  Documents.  At Closing Time,  counsel for the  Underwriters
shall have been  furnished  with such documents and opinions as they may require
for the  purpose  of  enabling  them to pass upon the  issuance  and sale of the
Underwritten  Securities  as herein  contemplated,  or in order to evidence  the

                                       15
accuracy of any of the representations or warranties,  or the fulfillment of any
of the conditions, herein contained; and all proceedings taken by the Company in
connection with the issuance and sale of the  Underwritten  Securities as herein
contemplated  shall be satisfactory in form and substance to FTN and counsel for
the Underwriters.

     (k)  Termination  of Terms  Agreement.  If any condition  specified in this
Section 5 shall not have been  fulfilled  when and as required to be  fulfilled,
the applicable Terms Agreement may be terminated by FTN by notice to the Company
at any time at or prior  to the  Closing  Time,  and such  termination  shall be
without  liability of any party to any other party except as provided in Section
4 and except that Sections 1, 6, 7 and 8 shall survive any such  termination and
remain in full force and effect.

     SECTION 6. Indemnification.

     (a)  Indemnification  of Underwriters.  The Company agrees to indemnify and
hold  harmless  each  Underwriter  and each  person,  if any,  who  controls any
Underwriter  within  the  meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act as follows:

          (1) against  any and all loss,  liability,  claim,  damage and expense
     whatsoever,  as  incurred,  arising out of any untrue  statement or alleged
     untrue statement of a material fact contained in the Registration Statement
     (or any amendment  thereto),  or the omission or alleged omission therefrom
     of a material fact  required to be stated  therein or necessary to make the
     statements therein not misleading or arising out of any untrue statement or
     alleged  untrue  statement of a material fact  included in any  preliminary
     prospectus or the Prospectus (or any amendment or supplement  thereto),  or
     the omission or alleged omission  therefrom of a material fact necessary in
     order to make the  statements  therein,  in the light of the  circumstances
     under which they were made, not misleading;

          (2) against  any and all loss,  liability,  claim,  damage and expense
     whatsoever,  as  incurred,  to the extent of the  aggregate  amount paid in
     settlement of any  litigation,  or any  investigation  or proceeding by any
     governmental  agency  or  body,  commenced  or  threatened,  or  any  claim
     whatsoever  based upon any such untrue  statement or omission,  or any such
     alleged  untrue  statement or omission;  provided  that (subject to Section
     6(d) below) any such settlement is effected with the written consent of the
     Company; and

          (3) against any and all expense whatsoever, as incurred (including the
     fees and  disbursements of counsel chosen by FTN),  reasonably  incurred in
     investigating,  preparing  or  defending  against  any  litigation,  or any
     investigation or proceeding by any governmental  agency or body,  commenced
     or threatened, or any claim whatsoever based upon any such untrue statement
     or omission,  or any such  alleged  untrue  statement  or omission,  to the
     extent that any such expense is not paid under (1) or (2) above;

provided,  however,  that this indemnity  agreement shall not apply to any loss,
liability,  claim,  damage or expense to the  extent  arising  out of any untrue
statement or omission or alleged  untrue  statement or omission made in reliance
upon and in conformity with written information  furnished to the Company by any
Underwriter through FTN expressly for use in the Registration  Statement (or any
amendment  thereto),  or any  preliminary  prospectus or the  Prospectus (or any

                                       16
amendment or supplement thereto);  provided, further, however, that with respect
to any untrue  statement  or omission of material  fact made in any  preliminary
prospectus,  the  indemnity  agreement  contained in this Section 6(a) shall not
inure to the benefit of any Underwriter  from whom the person asserting any such
loss,  claim,  damage or liability  purchased the securities  concerned,  to the
extent that any such loss, claim, damage or liability of such Underwriter occurs
under the circumstance where (i) the Company had previously  furnished copies of
the Prospectus to the Underwriter,  (ii) delivery of the Prospectus was required
by Act to be made to such person,  (iii) the untrue  statement or alleged untrue
statement  or omission or alleged  omission of material  fact  contained  in the
preliminary  prospectus  was corrected in the  Prospectus and (iv) there was not
sent or given to such person,  at or prior to the written  confirmation  of such
securities to such person, a copy of the Prospectus.

     (b)  Indemnification of Company,  Directors and Officers.  Each Underwriter
severally agrees to indemnify and hold harmless the Company, its directors, each
of its officers who signed the Registration Statement,  and each person, if any,
who  controls  the  Company  within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act against any and all loss,  liability,  claim,  damage
and expense  described  in the  indemnity  contained in  subsection  (a) of this
Section,  as incurred,  but only with respect to untrue statements or omissions,
or alleged untrue  statements or omissions,  made in the Registration  Statement
(or any amendment thereto), or any preliminary  prospectus or the Prospectus (or
any  amendment or supplement  thereto) in reliance  upon and in conformity  with
written  information  furnished to the Company by such  Underwriter  through FTN
expressly for use in the  Registration  Statement (or any amendment  thereto) or
such  preliminary  prospectus or the  Prospectus (or any amendment or supplement
thereto).

     (c) Actions against Parties;  Notification.  Each  indemnified  party shall
give notice as promptly as reasonably  practicable to each indemnifying party of
any action  commenced  against it in  respect of which  indemnity  may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying  party  from  any  liability  hereunder  to  the  extent  it is not
materially  prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement.  In the case of parties  indemnified  pursuant to Section 6(a) above,
counsel to the indemnified parties shall be selected by FTN, and, in the case of
parties indemnified  pursuant to Section 6(b) above,  counsel to the indemnified
parties shall be selected by the Company.  An indemnifying party may participate
at its own expense in the defense of any such action;  provided,  however,  that
counsel to the  indemnifying  party  shall not  (except  with the consent of the
indemnified  party) also be counsel to the indemnified  party. In no event shall
the  indemnifying  parties  be  liable  for fees and  expenses  of more than one
counsel (in addition to any local  counsel)  separate from their own counsel for
all  indemnified  parties  in  connection  with any one action or  separate  but
similar or  related  actions in the same  jurisdiction  arising  out of the same
general allegations or circumstances.  No indemnifying party shall,  without the
prior  written  consent of the  indemnified  parties,  settle or  compromise  or
consent to the entry of any  judgment  with  respect to any  litigation,  or any
investigation  or proceeding by any  governmental  agency or body,  commenced or
threatened,  or any claim  whatsoever  in  respect of which  indemnification  or
contribution  could be sought under this Section 6 or Section 7 hereof  (whether
or not the indemnified parties are actual or potential parties thereto),  unless
such settlement,  compromise or consent (i) includes an unconditional release of

                                       17
each  indemnified  party  from all  liability  arising  out of such  litigation,
investigation,  proceeding  or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

     (d) Settlement  without Consent if Failure to Reimburse.  If at any time an
indemnified  party shall have requested an  indemnifying  party to reimburse the
indemnified  party for fees and  expenses of counsel,  such  indemnifying  party
agrees that it shall be liable for any settlement of the nature  contemplated by
Section 6(a)(2)  effected  without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such  indemnifying  party of the
aforesaid  request,  (ii) such indemnifying  party shall have received notice of
the terms of such  settlement  at least 30 days prior to such  settlement  being
entered into and (iii) such  indemnifying  party shall not have  reimbursed such
indemnified  party in  accordance  with such  request  prior to the date of such
settlement.

     SECTION 7. Contribution.  If the indemnification  provided for in Section 6
hereof is for any reason  unavailable  to or  insufficient  to hold  harmless an
indemnified  party in respect of any  losses,  liabilities,  claims,  damages or
expenses referred to therein,  then each indemnifying  party shall contribute to
the aggregate amount of such losses,  liabilities,  claims, damages and expenses
incurred by such  indemnified  party, as incurred,  (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company, on the one
hand,  and the  Underwriters,  on the  other  hand,  from  the  offering  of the
Underwritten  Securities  pursuant to the applicable  Terms Agreement or (ii) if
the  allocation  provided by clause (i) is not permitted by  applicable  law, in
such  proportion  as is  appropriate  to reflect not only the relative  benefits
referred to in clause (i) above but also the relative  fault of the Company,  on
the one hand, and the  Underwriters,  on the other hand, in connection  with the
statements  or omissions  which  resulted in such losses,  liabilities,  claims,
damages or expenses, as well as any other relevant equitable considerations.

     The relative  benefits  received by the Company,  on the one hand,  and the
Underwriters,  on the  other  hand,  in  connection  with  the  offering  of the
Underwritten  Securities  pursuant to the applicable  Terms  Agreement  shall be
deemed to be in the same  respective  proportions as the total net proceeds from
the  offering  of  such  Underwritten  Securities  (before  deducting  expenses)
received  by the  Company and the total  underwriting  discount  received by the
Underwriters,  in each case as set forth on the cover of the Prospectus, bear to
the aggregate initial public offering price of such  Underwritten  Securities as
set forth on such cover.

     The relative fault of the Company,  on the one hand, and the  Underwriters,
on the other hand,  shall be  determined  by reference  to, among other  things,
whether  any such  untrue or alleged  untrue  statement  of a  material  fact or
omission or alleged  omission to state a material  fact  relates to  information
supplied by the Company or by the Underwriters and the parties' relative intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement or omission.

     The  Company  and the  Underwriters  agree  that it  would  not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation  (even  if the  Underwriters  were  treated  as one  entity  for such
purpose) or by any other method of allocation which does not take account of the
equitable  considerations  referred  to above in this  Section 7. The  aggregate
amount of losses,  liabilities,  claims,  damages  and  expenses  incurred by an
indemnified  party and  referred  to above in this  Section 7 shall be deemed to

                                       18
include any legal or other  expenses  reasonably  incurred  by such  indemnified
party in investigating,  preparing or defending  against any litigation,  or any
investigation  or proceeding by any  governmental  agency or body,  commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

     Notwithstanding  the provisions of this Section 7, no Underwriter  shall be
required  to  contribute  any  amount in excess of the amount by which the total
price at which the Underwritten Securities underwritten by it and distributed to
the public were  offered to the public  exceeds the amount of any damages  which
such Underwriter has otherwise been required to pay by reason of any such untrue
or alleged untrue statement or omission or alleged omission.

     No person  guilty of  fraudulent  misrepresentation  (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

     For  purposes  of this  Section 7, each  person,  if any,  who  controls an
Underwriter  within  the  meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter, and
each  director  of the  Company,  each  officer  of the  Company  who signed the
Registration Statement, and each person, if any, who controls the Company within
the  meaning  of  Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
have  the  same  rights  to  contribution  as  the  Company.  The  Underwriters'
respective  obligations to contribute  pursuant to this Section 7 are several in
proportion to the number or aggregate  principal  amount, as the case may be, of
Underwritten  Securities  set  forth  opposite  their  respective  names  in the
applicable Terms Agreement, and not joint.

     SECTION 8. Representations,  Warranties and Agreements to Survive Delivery.
All  representations,  warranties and agreements  contained in this Underwriting
Agreement or the applicable  Terms  Agreement or in  certificates of officers of
the  Company or any of its  subsidiaries  submitted  pursuant  hereto or thereto
shall  remain  operative  and  in  full  force  and  effect,  regardless  of any
investigation made by or on behalf of any Underwriter or controlling  person, or
by or on behalf of the Company,  and shall  survive  delivery of and payment for
the Underwritten Securities.

     SECTION 9. Termination.

     (a) Underwriting  Agreement.  This  Underwriting  Agreement  (excluding the
applicable  Terms Agreement) may be terminated for any reason at any time by the
Company  or by FTN upon the  giving  of 30 days'  prior  written  notice of such
termination to the other party hereto.

     (b) Terms Agreement.  FTN may terminate the applicable Terms Agreement,  by
notice to the Company,  at any time at or prior to the Closing Time if (i) there
has been,  since the time of  execution  of such  Terms  Agreement  or since the
respective  dates  as of which  information  is  given  in the  Prospectus,  any
material  adverse  change in the  condition,  financial or otherwise,  or in the
earnings,  business  affairs  or  business  prospects  of the  Company  and  its
subsidiaries  considered  as  one  enterprise,  whether  or not  arising  in the
ordinary  course of business,  or (ii) there has  occurred any material  adverse
change in the  financial  markets  in the  United  States  or the  international

                                       19
financial  markets,  or any  outbreak  or  escalation  of  hostilities  or other
calamity or crisis or any change or development  involving a prospective  change
in national or international  political,  financial or economic  conditions,  in
each case the  effect of which is such as to make it,  in the  judgment  of FTN,
impracticable or inadvisable to market the Underwritten Securities or to enforce
contracts for the sale of the Underwritten  Securities,  or (iii) trading in any
securities  of the  Company  has been  suspended  or  materially  limited by the
Commission or the New York Stock  Exchange,  or if trading  generally on the New
York Stock Exchange or the American Stock Exchange or in the Nasdaq Stock Market
has been  suspended  or  materially  limited,  or minimum or maximum  prices for
trading have been fixed,  or maximum  ranges for prices have been  required,  by
either of said  exchanges or by such system or by order of the  Commission,  the
NASD or any other governmental  authority, or (iv) a banking moratorium has been
declared by either  Federal or  Tennessee  authorities  or, if the  Underwritten
Securities include Debt Securities denominated or payable in, or indexed to, one
or more foreign or composite  currencies,  by the  relevant  authorities  in the
related  foreign  country  or  countries,  or (v)  there  has  been  a  material
disruption in securities settlement, payment or clearance services in the United
States,  or (vi) there  shall have come to the  attention  of FTN any facts that
would cause them to reasonably  believe that the Prospectus,  at the time it was
required to be delivered to a purchaser of the Underwritten Securities, included
an untrue  statement  of a material  fact or  omitted  to state a material  fact
necessary in order to make the statements therein, in light of the circumstances
existing at the time of such delivery,  not misleading.  As used in this Section
9, the term "Prospectus"  means the Prospectus in the form first provided to the
Underwriters for use in confirming sales of the related Underwritten Securities.

     (c)  Liabilities.  If this  Underwriting  Agreement or the applicable Terms
Agreement is terminated  pursuant to this Section 9, such  termination  shall be
without  liability of any party to any other party except as provided in Section
4 hereof,  and provided  further that  Sections 1, 6, 7 and 8 shall survive such
termination and remain in full force and effect.

     SECTION 10. Default by One or More of the  Underwriters.  If one or more of
the  Underwriters  shall fail at the Closing Time to purchase  the  Underwritten
Securities which it or they are obligated to purchase under the applicable Terms
Agreement (the "Defaulted Securities"), then FTN shall have the right, within 24
hours  thereafter,  to make  arrangements for one or more of the  non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the  Defaulted  Securities in such amounts as may be agreed upon and upon the
terms  herein  set  forth;  if,  however,  FTN  shall  not have  completed  such
arrangements within such 24-hour period, then:

     (a) if the number or  aggregate  principal  amount,  as the case may be, of
Defaulted  Securities  does not exceed 10% of the number or aggregate  principal
amount,  as the case may be, of Underwritten  Securities to be purchased on such
date pursuant to such Terms Agreement, the non-defaulting  Underwriters shall be
obligated, severally and not jointly, to purchase the full amount thereof in the
proportions  that their  respective  underwriting  obligations  under such Terms
Agreement  bear  to  the   underwriting   obligations   of  all   non-defaulting
Underwriters, or

     (b) if the number or  aggregate  principal  amount,  as the case may be, of
Defaulted Securities exceeds 10% of the number or aggregate principal amount, as

                                       20
the case  may be,  of  Underwritten  Securities  to be  purchased  on such  date
pursuant to such Terms Agreement,  such Terms Agreement shall terminate  without
liability on the part of any non-defaulting Underwriter.

     No action taken  pursuant to this Section 10 shall  relieve any  defaulting
Underwriter from liability in respect of its default.

     In the event of any such default which does not result in a termination  of
the applicable Terms  Agreement,  either FTN or the Company shall have the right
to postpone the Closing Time for a period not  exceeding  seven days in order to
effect any required changes in the  Registration  Statement or the Prospectus or
in any other documents or arrangements.

     SECTION 11. Notices. All notices and other  communications  hereunder shall
be in  writing  and  shall be  deemed  to have  been  duly  given if  mailed  or
transmitted  by  any  standard  form  of   telecommunication.   Notices  to  the
Underwriters shall be directed to FTN at 845 Crossover Lane, Suite 150, Memphis,
Tennessee  38117,  facsimile  (901)  537-7872,  attention  of James D.  Wingett,
Managing  Director;  and notices to the Company shall be directed to it at First
Tennessee National Corporation,  165 Madison Avenue,  Memphis,  Tennessee 38103,
attention of Milton A. Gutelius, Jr., Senior Vice President and Treasurer.

     SECTION 12. Parties.  This Underwriting  Agreement and the applicable Terms
Agreement  shall each inure to the benefit of and be binding  upon the  Company,
FTN and, upon  execution of such Terms  Agreement,  any other  Underwriters  and
their respective successors. Nothing expressed or mentioned in this Underwriting
Agreement or such Terms  Agreement is intended or shall be construed to give any
person,  firm or corporation,  other than the  Underwriters  and the Company and
their  respective  successors  and the  controlling  persons  and  officers  and
directors   referred  to  in  Sections  6  and  7  and  their  heirs  and  legal
representatives,  any legal or  equitable  right,  remedy  or claim  under or in
respect of this Underwriting  Agreement or such Terms Agreement or any provision
herein  or  therein  contained.  This  Underwriting  Agreement  and  such  Terms
Agreement and all conditions  and provisions  hereof and thereof are intended to
be for the sole and  exclusive  benefit of the  parties  hereto and  thereto and
their  respective  successors,  and said  controlling  persons and  officers and
directors and their heirs and legal  representatives,  and for the benefit of no
other person, firm or corporation.  No purchaser of Underwritten Securities from
any  Underwriter  shall be deemed  to be a  successor  by reason  merely of such
purchase.

     SECTION 13. GOVERNING LAW. THIS  UNDERWRITING  AGREEMENT AND ANY APPLICABLE
TERMS  AGREEMENT  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF TENNESSEE.

     SECTION 14. Effect of Headings. The Article and Section headings herein and
the  Table of  Contents  are for  convenience  only and  shall  not  affect  the
construction hereof.

                                       21
If the foregoing is in accordance with your understanding of our agreement,
please  sign and return to the  Company a  counterpart  hereof,  whereupon  this
Underwriting  Agreement,  along  with all  counterparts,  will  become a binding
agreement between FTN and the Company in accordance with its terms.

                                 Very truly yours,

                                 FIRST TENNESSEE NATIONAL CORPORATION

                                 By:/s/Milton A. Gutelius, Jr.
                                    --------------------------------------------
                                    Name:  Milton A. Gutelius, Jr.
                                    Title:  Senior Vice President and Treasurer

CONFIRMED AND ACCEPTED,
as of the date first above written:

FTN FINANCIAL SECURITIES CORP.

By:/s/James D. Wingett
   --------------------------------
   Name: James D. Wingett
   Title: Managing Director

                                       22
Exhibit A

                         FTN Financial Securities Corp
                            (a Tennessee corporation)

                                 Debt Securities

                                 TERMS AGREEMENT

                                                                       [.], 2003

To:      First Tennessee National Corporation
         165 Madison Avenue
         Memphis, Tennessee  38103

Ladies and Gentlemen:

     We  understand  that First  Tennessee  National  Corporation,  a  Tennessee
corporation (the "Company"),  proposes to issue and sell $o aggregate  principal
amount of [senior]  [subordinated]  debt securities  (such securities also being
hereinafter referred to as the "Underwritten Securities").  Subject to the terms
and  conditions  set  forth  or  incorporated  by  reference   herein,  we  [the
underwriters  named below (the  "Underwriters")]  offer to purchase [, severally
and not jointly,] the principal amount of Underwritten  Securities  opposite our
names set forth below at the purchase price set forth below.

                                      A-1
Principal Amount of
                 Underwriter                        Underwritten Securities
-------------------------------------------------  ----------------------------

Total............................................      [$      ]
                                                       =========

         The Underwritten Securities shall have the following terms:

                                 Debt Securities
                                 ---------------
Title:
Rank:
Ratings:
Aggregate principal amount:
Denominations:
Currency of payment:
Interest rate or formula:
Interest payment dates:
Regular record dates:
Stated maturity date:
Redemption provisions:
Sinking fund requirements:
Conversion provisions:
Listing requirements:
Black-out provisions:
Fixed or Variable Price Offering: [Fixed] [Variable] Price Offering
     If Fixed Price Offering, initial public offering price per share:______% of
     the principal  amount,  plus accrued  interest  [amortized  original  issue
     discount], if any, from _________________.

Purchase  price:  ___% of principal  amount,  plus accrued  interest  [amortized
original issue discount], if any, from -----------------.
Form:
Other terms and conditions:
Closing date and location:

     All of the provisions  contained in the document attached as Annex I hereto
entitled "FIRST TENNESSEE NATIONAL  CORPORATION - Debt Securities - Underwriting
Agreement" are hereby  incorporated  by reference in their  entirety  herein and
shall be deemed to be a part of this Terms  Agreement  to the same  extent as if
such  provisions  had  been set  forth in full  herein.  Terms  defined  in such
document are used herein as therein defined.

                                      A-2
Please  accept this offer no later than ____  o'clock  P.M.  (New York City
time) on  ______________  by signing a copy of this Terms Agreement in the space
set forth below and returning the signed copy to us.

                                Very truly yours,

                                   FTN FINANCIAL SECURITIES CORP.

                                   By
                                      ---------------------------
                                      Authorized Signatory

Accepted:

FIRST TENNESSEE NATIONAL CORPORATION

By:
   ----------------------------------
   Name:
   Title:

                                      A-3
Exhibit B-1

                      FORM OF OPINION OF COMPANY'S COUNSEL
                           TO BE DELIVERED PURSUANT TO
                                  SECTION 5(b)

          (1) The Company has been duly  incorporated and is validly existing as
     a corporation in good standing under the laws of the State of Tennessee.

          (2) The Company has corporate  power and  authority to own,  lease and
     operate its  properties  and to conduct its  business as  described  in the
     Prospectus  and to enter into and  perform  its  obligations  under,  or as
     contemplated  under,  the  Underwriting  Agreement and the applicable Terms
     Agreement.

          (3) The Company has been duly  registered  as a bank  holding  company
     under the Bank Holding Company Act of 1956, as amended.

          (4) The Underwriting Agreement and the applicable Terms Agreement have
     been duly authorized, executed and delivered by the Company.

          (5) The  Underwritten  Securities  have  been duly  authorized  by the
     Company for issuance and sale  pursuant to the  Underwriting  Agreement and
     the applicable Terms Agreement.  The Underwritten  Securities,  when issued
     and  authenticated  in the manner provided for in the applicable  Indenture
     and delivered  against payment of the consideration  therefor  specified in
     such Terms Agreement, will constitute valid and legally binding obligations
     of the Company,  enforceable  against the Company in accordance  with their
     terms,  except as the  enforcement  thereof  may be limited by  bankruptcy,
     insolvency (including,  without limitation, all laws relating to fraudulent
     transfers), reorganization,  moratorium or other similar laws affecting the
     enforcement  of  creditors'   rights  generally  or  by  general  equitable
     principles (regardless of whether enforcement is considered in a proceeding
     in equity or at law),  and except  further as  enforcement  thereof  may be
     limited by  requirements  that a claim with respect to any Debt  Securities
     payable  in a foreign or  corporate  currency  (or a foreign  or  composite
     currency  judgment in respect of such claim) be converted into U.S. dollars
     at  a  rate  of  exchange  prevailing  on a  date  determined  pursuant  to
     applicable law or by governmental authority to limit, delay or prohibit the
     making of payments outside the United States.  The Underwritten  Securities
     are in the form  contemplated  by, and each  registered  holder  thereof is
     entitled to the benefits of, the applicable Indenture.

          (6) The applicable  Indenture has been duly  authorized,  executed and
     delivered by the Company and  (assuming  due  authorization,  execution and
     delivery thereof by the applicable Trustee) constitutes a valid and legally
     binding  agreement  of the  Company,  enforceable  against  the  Company in
     accordance with its terms, except as the enforcement thereof may be limited
     by bankruptcy, insolvency (including, without limitation, all laws relating
     to fraudulent

                                       B-1-1
transfers), reorganization,  moratorium or other similar laws affecting the
     enforcement  of  creditors'   rights  generally  or  by  general  equitable
     principles (regardless of whether enforcement is considered in a proceeding
     in equity or at law).

          (7) The Underwritten  Securities being sold pursuant to the applicable
     Terms  Agreement  and the  applicable  Indenture  conform  in all  material
     respects to the statements relating thereto contained in the Prospectus and
     are in  substantially  the form filed or incorporated by reference,  as the
     case may be, as an exhibit to the Registration Statement.

          (8) The  information  in the  Prospectus  under  "Description  of Debt
     Securities"  and  "Description  of the Notes" or any caption  purporting to
     describe any such Securities and in the  Registration  Statement under Item
     15, to the extent that it  constitutes  matters of law,  summaries of legal
     matters or the Company's  charter,  bylaws or legal  proceedings,  or legal
     conclusions,  has  been  reviewed  by us and  is  correct  in all  material
     respects.

          (9) To the best of our knowledge, there are no statutes or regulations
     that are required to be described in the Prospectus  that are not described
     as required.

          (10)  The   Registration   Statement   (including   any  Rule   462(b)
     Registration Statement) has been declared effective under the 1933 Act. Any
     required filing of the Prospectus  pursuant to Rule 424(b) has been made in
     the manner and within the time period required by Rule 424(b).  To the best
     of our  knowledge,  no  stop  order  suspending  the  effectiveness  of the
     Registration  Statement (or such Rule 462(b)  Registration  Statement)  has
     been issued  under the 1933 Act and no  proceedings  for that  purpose have
     been initiated or are pending or threatened by the Commission.

          (11)  The   Registration   Statement   (including   any  Rule   462(b)
     Registration   Statement)   and  each   amendment  or   supplement  to  the
     Registration  Statement (including any Rule 462(b) Registration  Statement)
     made by the  Company  prior to the date  hereof  (excluding  the  documents
     incorporated by reference  therein and other than the financial  statements
     and supporting  schedules  included  therein or omitted  therefrom and each
     Trustee's  Statement of  Eligibility  on Form T-1 (the "Form T-1s"),  as to
     which we express no opinion),  when the Registration  Statement  (including
     any Rule 462(b) Registration Statement) or any such amendment or supplement
     became  effective,  complied as to form in all material  respects  with the
     requirements of the 1933 Act and the 1933 Act  Regulations.  The Prospectus
     and each  amendment or  supplement  to the  Prospectus  made by the Company
     prior to the date hereof (excluding the documents incorporated by reference
     therein and other than the financial  statements and  supporting  schedules
     included therein or omitted therefrom,  as to which we express no opinion),
     when they were  filed  with the  Commission,  complied,  and as of the date
     hereof comply, as to form in all material respects with the requirements of
     1933 Act and the 1933 Act Regulations.

          (12) The documents  incorporated  by reference  into the Prospectus or
     any further amendments or supplements  thereto made by the Company prior to
     the  date  hereof  (other  than the  financial  statements  and  supporting
     schedules therein or omitted therefrom, as to which we express no opinion),
     when they were  filed  with the  Commission,  complied,  and as of the date
     hereof comply, as to form in all

                                       B-1-2
material  respects with the  requirements of the 1934 Act and the rules and
     regulations of the Commission thereunder.

          (13) No filing with, or  authorization,  approval,  consent,  license,
     order, registration,  qualification or decree of, any court or governmental
     authority or agency,  domestic or foreign, is necessary or required for the
     due authorization, execution or delivery by the Company of the Underwriting
     Agreement or the applicable  Terms  Agreement or for the performance by the
     Company  of  the  transactions  contemplated  under  the  Prospectus,   the
     Underwriting  Agreement,  such Terms Agreement or the applicable Indenture,
     other than under the 1933 Act, the 1933 Act  Regulations,  the 1939 Act and
     the 1939 Act  Regulations,  which  have  already  been  made,  obtained  or
     rendered, as applicable.

          (14) The applicable  Indenture has been duly qualified  under the 1939
     Act.

          (15)  The  Company  is not,  and  upon  the  issuance  and sale of the
     Underwritten  Securities as herein  contemplated and the application of the
     net  proceeds  therefrom as  described  in the  Prospectus  will not be, an
     "investment  company"  within the meaning of the Investment  Company Act of
     1940, as amended (the "1940 Act").

     Nothing has come to our  attention  that would lead us to believe  that the
Registration Statement (including any Rule 462(b) Registration Statement) or any
post-effective amendment thereto (except for financial statements and supporting
schedules and other financial data included therein or omitted therefrom and for
the Form T-1s, as to which we make no  statement),  at the time of the filing of
the Company's  most recent Annual Report on Form 10-K with the  Commission or at
the date of the applicable Terms  Agreement,  contained an untrue statement of a
material fact or omitted to state a material fact required to be stated  therein
or  necessary  to make  the  statements  therein  not  misleading  or  that  the
Prospectus  or  any  amendment  or  supplement  thereto  (except  for  financial
statements and supporting schedules and other financial data included therein or
omitted therefrom, as to which we make no statement), at the time the Prospectus
was issued,  at the time any such amended or supplemented  prospectus was issued
or at the Closing Time,  included or includes an untrue  statement of a material
fact or omitted or omits to state a material fact necessary in order to make the
statements  therein,  in the light of the  circumstances  under  which they were
made, not misleading.

     In  rendering  such  opinion,  such  counsel  may  rely  (A) as to  matters
involving the  application  of the laws of New York,  upon the opinion of Sidley
Austin Brown & Wood LLP (which  opinion  shall be dated and  furnished to FTN at
the Closing  Time and shall  expressly  state that such counsel may rely on such
opinion as if it were addressed to them), provided that Baker, Donelson, Bearman
&  Caldwell  shall  state in their  opinion  that  they  believe  that  they are
justified in relying upon such  opinion,  and (B) as to matters of fact (but not
as to legal  conclusions),  to the extent they deem proper,  on  certificates of
responsible officers of the Company and public officials. Such opinion shall not
state that it is to be governed or qualified by, or that it is otherwise subject
to, any treatise,  written policy or other document  relating to legal opinions,
including,  without  limitation,  the Legal Opinion Accord of the ABA Section of
Business Law (1991).

                                     B-1-3
Exhibit B-2

        FORM OF OPINION OF CLYDE A. BILLINGS, JR., SENIOR VICE PRESIDENT,
        ASSISTANT GENERAL COUNSEL AND CORPORATE SECRETARY OF THE COMPANY
                           TO BE DELIVERED PURSUANT TO
                                  SECTION 5(b)

          (1) The Company has been duly  incorporated and is validly existing as
     a corporation in good standing under the laws of the State of Tennessee.

          (2) The Company has corporate  power and  authority to own,  lease and
     operate its  properties  and to conduct its  business as  described  in the
     Prospectus  and to enter into and  perform  its  obligations  under,  or as
     contemplated  under,  the  Underwriting  Agreement and the applicable Terms
     Agreement.

          (3) The Company has been duly  registered  as a bank  holding  company
     under the Bank Holding Company Act of 1956, as amended.

          (4) The Company is duly qualified as a foreign corporation to transact
     business  and is in  good  standing  in each  jurisdiction  in  which  such
     qualification is required, whether by reason of the ownership or leasing of
     property or the conduct of business, except where the failure to so qualify
     or be in good standing would not result in a Material Adverse Effect.

          (5) The Subsidiary has been duly  incorporated and is validly existing
     as a corporation in good standing under the laws of the jurisdiction of its
     incorporation.  The Bank has been duly organized and is validly existing as
     a national  banking  association  under the laws of the United States.  The
     Subsidiary has corporate  power and authority to own, lease and operate its
     properties  and to conduct its business as described in the  Prospectus and
     is duly qualified as a foreign  corporation to transact  business and is in
     good standing in each jurisdiction in which such qualification is required,
     whether by reason of the ownership or leasing of property or the conduct of
     business,  except  where the  failure to so qualify or be in good  standing
     would  not  result  in a  Material  Adverse  Effect.  Except  as  otherwise
     described  in the  Prospectus,  all of the issued and  outstanding  capital
     stock of each of the Subsidiary  and the Bank has been duly  authorized and
     is validly issued,  fully paid and non-assessable  (except,  in the case of
     the Bank, as provided in 12 U.S.C.  ss. 55, as amended) and, to the best of
     our knowledge,  is owned by the Company,  directly or through subsidiaries,
     free  and  clear  of  any  security  interest,   mortgage,   pledge,  lien,
     encumbrance,  claim or equity.  None of the  outstanding  shares of capital
     stock of each of the  Subsidiary  and the Bank was issued in  violation  of
     preemptive or other similar rights of any securityholder of such Subsidiary
     or the Bank,  as the case may be.  The Bank is an  insured  bank  under the
     applicable provisions of the Federal Deposit Insurance Act, as amended, and
     no  proceeding  for the  termination  or  revocation  of such  insurance is
     pending or, to our knowledge,  threatened against any such subsidiary.  The
     Bank has no  subsidiaries  that are depository  institutions  with deposits
     insured  under the  provisions  of the Federal  Deposit  Insurance  Act, as
     amended.

                                     B-2-1
(6) The authorized,  issued and outstanding shares of capital stock of
     the  Company  is as set forth in the  column  entitled  "Actual"  under the
     caption "Capitalization" in the Prospectus (except for subsequent issuances
     thereof, if any, contemplated under the Underwriting Agreement, pursuant to
     reservations,  agreements  or employee  benefit  plans,  referred to in the
     Prospectus,  pursuant to the exercise of convertible  securities or options
     referred to in the Prospectus,  or subsequent  repurchases thereof, if any,
     pursuant to publicly announced stock repurchase  programs).  Such shares of
     capital stock have been duly  authorized  and validly issued by the Company
     and are fully paid and  non-assessable,  and none of such shares of capital
     stock was issued in violation of preemptive or other similar  rights of any
     securityholder of the Company.

          (7) The Underwriting Agreement and the applicable Terms Agreement have
     been duly authorized, executed and delivered by the Company.

          (8) The  Underwritten  Securities  have  been duly  authorized  by the
     Company for issuance and sale  pursuant to the  Underwriting  Agreement and
     the applicable Terms Agreement.

          (9) The applicable  Indenture has been duly  authorized,  executed and
     delivered by the Company.

          (10) The  information in the  Prospectus  under  "Description  of Debt
     Securities"  and  "Description  of  Notes"  or any  caption  purporting  to
     describe any such Securities and in the  Registration  Statement under Item
     15, to the extent that it  constitutes  matters of law,  summaries of legal
     matters or the Company's  charter,  bylaws or legal  proceedings,  or legal
     conclusions,  has  been  reviewed  by me and  is  correct  in all  material
     respects.

          (11) To the best of my knowledge,  neither the Company, the Subsidiary
     nor the Bank is in  violation  of its  charter  or by-laws  (or  equivalent
     document) and no default by the Company or any of its  subsidiaries  exists
     in the due performance or observance of any material obligation, agreement,
     covenant or condition contained in any contract, indenture,  mortgage, loan
     agreement,  note,  lease or other agreement or instrument that is described
     or referred to in the Registration  Statement or the Prospectus or filed or
     incorporated  by  reference  as an exhibit to the  Registration  Statement,
     other than such defaults that  individually  or in the aggregate  would not
     have a Material  Adverse Effect,  or would not materially  adversely affect
     the issue and sale of the  Underwritten  Securities or the  consummation of
     the transactions contemplated hereby.

          (12) The  execution,  delivery  and  performance  of the  Underwriting
     Agreement, the applicable Terms Agreement, the applicable Indenture and the
     supplemental  indenture  to the  Indenture  under  which  the  Underwritten
     Securities  will  be  issued,  and  the  consummation  of the  transactions
     contemplated in the Underwriting  Agreement and such Terms Agreement and in
     the Registration  Statement and the Prospectus  (including the issuance and
     sale of the  Underwritten  Securities  and the use of the proceeds from the
     sale of the Underwritten  Securities as described under the caption "Use of
     Proceeds") and compliance by the Company with its obligations thereunder do
     not and will not,  whether  with or without the giving of notice or passage
     of time or both,  conflict  with or  constitute  a breach of, or default or
     Repayment Event under, or result in the creation or imposition of any lien,

                                     B-2-2
charge or  encumbrance  upon any assets,  properties  or  operations of the
     Company,  the Bank or the Subsidiary pursuant to, any contract,  indenture,
     mortgage, deed of trust, loan or credit agreement, note, lease or any other
     agreement or instrument, known to me, to which the Company, the Bank or the
     Subsidiary is subject, other than such conflicts,  breaches,  violations or
     defaults or Repayment Events that,  individually or on a cumulative  basis,
     would not have a Material Adverse Effect or would not materially  adversely
     affect  the  issue  and  sale  of  the   Underwritten   Securities  or  the
     consummation of the transactions contemplated thereby, nor will such action
     result in any  violation  of the  provisions  of the charter or by-laws (or
     equivalent  document) of the  Company,  the Bank or the  Subsidiary  or any
     applicable law, statute, rule, regulation, judgment, order, writ or decree,
     known  to me,  of any  government,  government  instrumentality  or  court,
     domestic or  foreign,  having  jurisdiction  over the Company or any of its
     Subsidiaries or any of their assets,  properties or operations,  except for
     such violations as would not result in a Material Adverse Effect.

          (13) To the best of my  knowledge  and other  than as set forth in the
     Prospectus,   there  is  not  pending  or  threatened  any  action,   suit,
     proceeding,  inquiry or  investigation  to which the  Company or any of its
     subsidiaries  thereof  is a party or to which  the  assets,  properties  or
     operations  of the Company or any of its  subsidiaries  thereof is subject,
     before or by any court or governmental agency or body, domestic or foreign,
     which might  reasonably be expected to result in a Material  Adverse Effect
     or which might  reasonably be expected to materially  and adversely  affect
     the assets,  properties or operations  thereof or the  consummation  of the
     transactions  contemplated under the Underwriting Agreement, the applicable
     Terms  Agreement  or the  applicable  Indenture or the  performance  by the
     Company of its  obligations  thereunder.  To the best of my knowledge,  the
     Company  and  each of its  subsidiaries  is in  compliance  with  all  laws
     administered by and regulations  applicable to it of any Banking  Regulator
     and of any other  federal or state  agency or authority  with  jurisdiction
     over it except  where  failure to so comply  would not result in a Material
     Adverse Effect. To the best of my knowledge, neither the Company nor any of
     its subsidiaries is a party to or otherwise  subject to any consent decree,
     memorandum  of  understanding,  written  commitment  or  other  supervisory
     agreement  with any Banking  Regulator or any other federal or state agency
     or authority,  nor have the Company or any of its subsidiaries been advised
     by any Banking  Regulator or any other federal or state agency or authority
     that it is contemplating  issuing or requesting any of the foregoing except
     where being a party to or subject to such  consent  decree,  memorandum  of
     understanding,  written commitment or other supervisory agreement would not
     result in a Material Adverse Effect.

          (14)  All  descriptions  in the  Prospectus  of  contracts  and  other
     documents to which the Company or its subsidiaries are a party are accurate
     in all  material  respects.  To the  best of our  knowledge,  there  are no
     franchises,  contracts,  indentures,  mortgages,  loan  agreements,  notes,
     leases or other instruments  required to be described or referred to in the
     Prospectus or to be filed as exhibits to the  Registration  Statement other

                                     B-2-3
than those  described  or referred to therein or filed or  incorporated  by
     reference as exhibits thereto,  and the descriptions  thereof or references
     thereto are correct in all material respects.

          (15) To the best of my knowledge, there are no statutes or regulations
     that are required to be described in the Prospectus  that are not described
     as required.

          (16)  The   Registration   Statement   (including   any  Rule   462(b)
     Registration   Statement)   and  each   amendment  or   supplement  to  the
     Registration  Statement (including any Rule 462(b) Registration  Statement)
     made by the  Company  prior to the date  hereof  (excluding  the  documents
     incorporated by reference  therein and other than the financial  statements
     and supporting  schedules  included  therein or omitted  therefrom and each
     Trustee's  Statement of  Eligibility  on Form T-1 (the "Form T-1s"),  as to
     which we express no opinion),  when the Registration  Statement  (including
     any Rule 462(b) Registration Statement) or any such amendment or supplement
     became  effective,  complied as to form in all material  respects  with the
     requirements of the 1933 Act and the 1933 Act  Regulations.  The Prospectus
     and each  amendment or  supplement  to the  Prospectus  made by the Company
     prior to the date hereof (excluding the documents incorporated by reference
     therein and other than the financial  statements and  supporting  schedules
     included therein or omitted therefrom,  as to which we express no opinion),
     when they were  filed  with the  Commission,  complied,  and as of the date
     hereof comply, as to form in all material respects with the requirements of
     1933 Act and the 1933 Act Regulations.

          (17) The documents  incorporated  by reference  into the Prospectus or
     any further amendments or supplements  thereto made by the Company prior to
     the  date  hereof  (other  than the  financial  statements  and  supporting
     schedules therein or omitted therefrom, as to which we express no opinion),
     when they were  filed  with the  Commission,  complied,  and as of the date
     hereof comply, as to form in all material respects with the requirements of
     the 1934 Act and the rules and regulations of the Commission thereunder.

          (18) No filing with, or  authorization,  approval,  consent,  license,
     order, registration,  qualification or decree of, any court or governmental
     authority or agency,  domestic or foreign, is necessary or required for the
     due authorization, execution or delivery by the Company of the Underwriting
     Agreement or the applicable  Terms  Agreement or for the performance by the
     Company  of  the  transactions  contemplated  under  the  Prospectus,   the
     Underwriting  Agreement,  such Terms Agreement or the applicable Indenture,
     other than under the 1933 Act, the 1933 Act  Regulations,  the 1939 Act and
     the 1939 Act  Regulations,  which  have  already  been  made,  obtained  or
     rendered, as applicable.

     Nothing  has come to my  attention  that would lead me to believe  that the
Registration Statement (including any Rule 462(b) Registration Statement) or any
post-effective amendment thereto (except for financial statements and supporting
schedules and other financial data included therein or omitted therefrom and for
the Form T-1s,  as to which I make no  statement),  at the time of the filing of
the Company's  most recent Annual Report on Form 10-K with the  Commission or at
the date of the applicable Terms  Agreement,  contained an untrue statement of a
material fact or omitted to state a material fact required to be stated  therein
or  necessary  to make  the  statements  therein  not  misleading  or  that  the
Prospectus  or  any  amendment  or  supplement  thereto  (except  for  financial
statements and supporting schedules and other financial data included therein or
omitted therefrom, as to which I make no statement),  at the time the Prospectus

                                     B-2-4
was issued,  at the time any such amended or supplemented  prospectus was issued
or at the Closing Time,  included or includes an untrue  statement of a material
fact or omitted or omits to state a material fact necessary in order to make the
statements  therein,  in the light of the  circumstances  under  which they were
made, not misleading.

     In  rendering  such  opinion,  such  counsel  may  rely  (A) as to  matters
involving the  application  of the laws of New York,  upon the opinion of Sidley
Austin Brown & Wood LLP (which  opinion  shall be dated and  furnished to FTN at
the Closing  Time and shall  expressly  state that such counsel may rely on such
opinion as if it were addressed to him),  provided that Clyde A. Billings,  Jr.,
shall state in his opinion that he believes that he is justified in relying upon
such opinion,  and (B) as to matters of fact (but not as to legal  conclusions),
to the extent he deems proper,  on certificates  of responsible  officers of the
Company  and public  officials.  Such  opinion  shall not state that it is to be
governed or  qualified  by, or that it is  otherwise  subject to, any  treatise,
written policy or other document relating to legal opinions,  including, without
limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).

                                     B-2-5
Annex I

     FORM OF ACCOUNTANTS' COMFORT LETTER PURSUANT TO SECTION 5(e)

     We are independent  public  accountants with respect to the Company and its
subsidiaries  within the  meaning  of the 1933 Act and the 1933 Act  Regulations
and:

          (i) in our opinion, the audited consolidated  financial statements and
     the related  financial  statement  schedules  included or  incorporated  by
     reference in the  Registration  Statement and the  Prospectus  comply as to
     form in all material respects with the applicable  accounting  requirements
     of the 1933 Act and the 1933 Act Regulations;

          (ii) on the basis of procedures  (but not an examination in accordance
     with generally accepted auditing standards)  consisting of a reading of the
     unaudited interim consolidated  financial statements of the Company for the
     [three- month periods ended _________, 20__ and _________, 20__, the three-
     and six-month  periods ended  _________,  20__ and _________,  20__ and the
     three- and nine-month  periods ended _________,  20__ and _________,  20__,
     included or incorporated by reference in the Registration Statement and the
     Prospectus  (collectively,  the "10-Q  Financials")]  [, a  reading  of the
     unaudited interim consolidated  financial statements of the Company for the
     _____-month periods ended _________,  20___ and _________,  20___, included
     or  incorporated  by  reference  in  the  Registration  Statement  and  the
     Prospectus  (the  "_____-month  financials")]  [, a reading  of the  latest
     available  unaudited  interim  consolidated  financial  statements  of  the
     Company],  a reading of the minutes of all meetings of the stockholders and
     directors of the Company and its subsidiaries and committees  thereof since
     [day after end of last audited period],  inquiries of certain  officials of
     the Company and its  subsidiaries  responsible for financial and accounting
     matters,  a review of interim  financial  information  in  accordance  with
     standards  established  by  the  American  Institute  of  Certified  Public
     Accountants in Statement on Auditing  Standards No. 100, ("SAS 100"),  with
     respect to the  [description of relevant  periods] and such other inquiries
     and  procedures  as may be specified  in such  letter,  nothing came to our
     attention that caused us to believe that:

               (A) the 10-Q Financials  included or incorporated by reference in
          the Registration Statement and the Prospectus do not comply as to form
          in all material respects with the applicable  accounting  requirements
          of the 1934 Act and the 1934 Act  Regulations  applicable to unaudited
          financial   statements   included   in  Form  10-Q  or  any   material
          modifications  should  be  made to the  10-Q  Financials  included  or
          incorporated  by  reference  in the  Registration  Statement  and  the
          Prospectus  for  them  to be in  conformity  with  generally  accepted
          accounting principles;

               [(B) the  _____-month  financials  included  or  incorporated  by
          reference in the  Registration  Statement  and the  Prospectus  do not
          comply  as to  form  in all  material  respects  with  the  applicable
          accounting  requirements  of the 1933 Act and the 1933 Act Regulations
          applicable  to  unaudited  interim  financial  statements  included in

                                   Annex I-1
registration  statements or any material  modifications should be made
          to the _____-month  financials included in the Registration  Statement
          and  the  Prospectus  for  them  to be in  conformity  with  generally
          accepted accounting principles;]

               (C) at  [_________,  20___ and at] a specified date not more than
          five days prior to the date of the applicable Terms  Agreement,  there
          was any change in the ___________ of the Company and its subsidiaries,
          any decrease in the __________ of the Company and its  subsidiaries or
          any increase in the __________ of the Company and its subsidiaries, in
          each case as compared with amounts  shown in the latest  balance sheet
          included or  incorporated by reference in the  Registration  Statement
          and the Prospectus,  except in each case for any changes, decreases or
          increases that the Registration  Statement and the Prospectus disclose
          have occurred or may occur; or

               (D) for the period from [_________,  20__ to _________,  20__ and
          for the period from] _________, 20__ to a specified date not more than
          five days prior to the date of the applicable Terms  Agreement,  there
          was any decrease in _________, __________ or ___________, in each case
          as compared with the comparable  period in the preceding year,  except
          in each case for any decreases that the Registration Statement and the
          Prospectus discloses have occurred or may occur;

          [(iii) based upon the  procedures set forth in clause (ii) above and a
     reading  of  the  Selected  Financial  Data  included  or  incorporated  by
     reference in the  Registration  Statement and the Prospectus [and a reading
     of the financial  statements  from which such data were  derived],  nothing
     came to our attention that caused us to believe that the Selected Financial
     Data included or  incorporated by reference in the  Registration  Statement
     and the  Prospectus do not comply as to form in all material  respects with
     the disclosure  requirements  of Item 301 of Regulation S-K of the 1933 Act
     [, that the amounts  included  in the  Selected  Financial  Data are not in
     agreement  with  the  corresponding  amounts  in the  audited  consolidated
     financial  statements  for the  respective  periods  or that the  financial
     statements not included or  incorporated  by reference in the  Registration
     Statement and the  Prospectus  from which certain of such data were derived
     are not in conformity with generally accepted accounting principles;]

          (iv) we have  compared the  information  included or  incorporated  by
     reference in the  Registration  Statement and the Prospectus under selected
     captions with the disclosure requirements of Regulation S-K of the 1933 Act
     and on the basis of limited  procedures  specified herein,  nothing came to
     our  attention  that caused us to believe  that such  information  does not
     comply as to form in all material respects with the disclosure requirements
     of Items 302, 402 and 503(d), respectively, of Regulation S-K;

          [(v) based  upon the  procedures  set forth in clause  (ii)  above,  a
     reading of the  latest  available  unaudited  financial  statements  of the
     Company  that have not been  included or  incorporated  by reference in the
     Registration  Statement and the  Prospectus  and a review of such financial
     statements in accordance  with SAS 100,  nothing came to our attention that
     caused us to believe that the unaudited  amounts for ________ for the [most
     recent  period] do not agree with the  amounts  set forth in the  unaudited
     consolidated financial statements for those periods or that such unaudited

                                   Annex I-2
amounts were not determined on a basis  substantially  consistent with that
     of  the  corresponding  amounts  in  the  audited  consolidated   financial
     statements;]

          [(vi) we are  unable to and do not  express  any  opinion  on the [Pro
     Forma Combined  Balance Sheet and Statement of  Operations]  (collectively,
     the "Pro Forma  Statements")  included or  incorporated by reference in the
     Registration  Statement and the Prospectus or on the pro forma  adjustments
     applied to the  historical  amounts  included in the Pro Forma  Statements;
     however, for purposes of this letter we have:

               (A) read the Pro Forma Statements;

               (B) performed [an audit] [a review in accordance with SAS 100] of
          the  financial  statements  to which  the pro forma  adjustments  were
          applied;

               (C) made  inquiries of certain  officials of the Company who have
          responsibility  for financial and  accounting  matters about the basis
          for their  determination of the pro forma  adjustments and whether the
          Pro Forma Statements  comply as to form in all material  respects with
          the  applicable  accounting  requirements  of Rule 11-02 of Regulation
          S-X; and

               (D) proved the arithmetic  accuracy of the application of the pro
          forma  adjustments  to  the  historical   amounts  in  the  Pro  Forma
          Statements; and

     on the basis of such  procedures and such other inquiries and procedures as
     specified  herein,  nothing came to our attention that caused us to believe
     that the Pro Forma Statements  included or incorporated by reference in the
     Registration  Statement and the  Prospectus do not comply as to form in all
     material  respects  with  the  applicable  requirements  of Rule  11-02  of
     Regulation  S-X or that the pro forma  adjustments  have not been  properly
     applied to the historical amounts in the compilation of those statements;]

          (vii) in addition to the procedures  referred to in clause (ii) above,
     we have performed other procedures, not constituting an audit, with respect
     to certain amounts,  percentages,  numerical data and financial information
     included or incorporated by reference in the Registration Statement and the
     Prospectus,  which are specified herein,  and have compared certain of such
     items  with,  and have  found  such  items  to be in  agreement  with,  the
     accounting and financial records of the Company; and

          [(viii) in addition,  we [add comfort on a financial  forecast that is
     included or incorporated by reference in the Registration Statement and the
     Prospectus].

                                   Annex I-3
Exhibit 2.2

                          FTN Financial Securities Corp
                            (a Tennessee corporation)

                                 Debt Securities

                                 TERMS AGREEMENT
                                 ---------------

                                                                     May 7, 2003

To:      First Tennessee National Corporation
         165 Madison Avenue
         Memphis, Tennessee  38103

Ladies and Gentlemen:

     We  understand  that First  Tennessee  National  Corporation,  a  Tennessee
corporation (the "Company"),  proposes to issue and sell $100,000,000  aggregate
principal  amount of subordinated  debt securities  (such  securities also being
hereinafter referred to as the "Underwritten Securities").  Subject to the terms
and  conditions  set  forth  or  incorporated  by  reference   herein,  we  (the
"Underwriter") offer to purchase the principal amount of Underwritten Securities
opposite our name set forth below at the purchase price set forth below.
Principal Amount of
         Underwriter                                     Underwritten Securities
-----------------------------------------------------    -----------------------
FTN Financial Securities Corp.                                $100,000,000

     The Underwritten Securities shall have the following terms:

                                 Debt Securities
                                 ---------------

Title:  4.50% Subordinated Notes due May 15, 2013
Rank:  Subordinated
Ratings:  A3/BBB+
Aggregate principal amount:  $100,000,000
Denominations:  $1,000
Currency of payment:  U.S. Dollars
Interest rate or formula:  4.50% per annum 30/360
Interest payment dates:  May 15/November 15
Regular record dates:  May 1/November 1
Stated maturity date:  May 15, 2013
Redemption provisions:  N/A
Sinking fund requirements:  N/A
Conversion provisions:  N/A
Listing requirements:  N/A
Black-out provisions:  N/A
Fixed or Variable Price Offering: Fixed Price Offering
         If Fixed Price Offering,  initial public offering price per share: 100%
         of the principal amount,  plus accrued  interest,  if any, from May 12,
         2003.

Purchase price: 99.35% of principal amount, plus accrued interest,  if any, from
May 12, 2003.
Form: Global
Other terms and conditions: N/A
Closing  date and  location:  May 12, 2003 Sidley  Austin  Brown & Wood LLP, 787
Seventh Avenue, New York, New York 10019

     All of the provisions  contained in the document attached as Annex I hereto
entitled "FIRST TENNESSEE NATIONAL  CORPORATION - Debt Securities - Underwriting
Agreement" are hereby  incorporated  by reference in their  entirety  herein and
shall be deemed to be a part of this Terms  Agreement  to the same  extent as if
such  provisions  had  been set  forth in full  herein.  Terms  defined  in such
document are used herein as therein defined.

                                       2
Please  accept this offer no later than 11:59 P.M.  (New York City time) on
May 7, 2003 by  signing a copy of this  Terms  Agreement  in the space set forth
below and returning the signed copy to us.

                                Very truly yours,

                                FTN FINANCIAL SECURITIES CORP.

                                By: /s/James D. Wingett
                                    ---------------------------
                                    Name: James D. Wingett
                                    Title: Managing Director

Accepted:

FIRST TENNESSEE NATIONAL CORPORATION

By:/s/Milton A. Gutelius, Jr.
   -------------------------------
   Name:  Milton A. Gutelius, Jr.
   Title:  Senior Vice President and Treasurer

                                       3
Exhibit 4.1
                                                                  EXECUTION COPY

                             SUPPLEMENTAL INDENTURE

     THIS SUPPLEMENTAL  INDENTURE,  dated as of May 12, 2003, by and among First
Tennessee National  Corporation,  a Tennessee  corporation (the "Company"),  and
Bank One Trust Company, National Association, a national banking association, as
trustee  under the  Indenture  with  respect to the Notes  (defined  below) (the
"Additional  Trustee").  Each  of The  Bank  of New  York,  a New  York  banking
corporation,  as trustee under the Indenture (as defined  below) with respect to
the series of Securities (as defined in the Indenture)  issued prior to the date
hereof (the  "Initial  Trustee"),  and the  Additional  Trustee,  and each other
trustee  appointed as such with respect to the  Securities  of any series issued
under the  Indenture,  shall be the  "Trustee"  (as  defined  in the  Indenture,
supplemented  hereby) for all purposes  under the Indenture  with respect to the
applicable series of Securities.

                                   WITNESSETH:

     WHEREAS,  the Company and the Initial  Trustee  entered  into that  certain
indenture  (the  "Indenture")  dated as of November 1, 1995,  providing  for the
issuance of Securities in series by the Company;

     WHEREAS, the Company desires to create and authorize the 4.50% Subordinated
Notes due May 15, 2013  (hereinafter  referred to as the  "Notes") in an initial
aggregate principal amount of One Hundred Million Dollars ($100,000,000) and, to
provide  the  terms and  conditions  upon  which  the Notes are to be  executed,
registered, authenticated, issued and delivered, the Company has duly authorized
the execution and delivery of this Supplemental Indenture;

     WHEREAS,  Section  901(7) of the  Indenture  provides  that a  supplemental
indenture may be entered into by the Company and the Trustee without the consent
of any Holders (as defined in the Indenture) to make provisions to establish the
form or terms of  Securities  of any series as permitted by Sections 201 and 301
of the Indenture;

     WHEREAS,  pursuant  to Section  901(5) of the  Indenture,  the  Company has
determined to appoint the  Additional  Trustee as a trustee under the Indenture,
to serve as trustee with respect to the Notes; and

     WHEREAS,  the Company has  furnished  the  Additional  Trustee  with (i) an
Opinion of Counsel stating that the execution of this Supplemental  Indenture is
authorized or permitted by the Indenture and (ii) a copy of the  resolutions  of
its Board of  Directors  certified  by its  Secretary,  pursuant  to which  this
Supplemental Indenture has been authorized;

     WHEREAS,  all acts and things  necessary  to make the Notes of this series,
when executed by the Company and  authenticated and delivered by or on behalf of
the  Trustee  as  provided  in the  Indenture,  the  valid,  binding  and  legal
obligations of the Company, and for this Supplemental  Indenture to constitute a
valid  indenture  and  agreement  according  to its  terms,  have  been done and
performed.

     NOW, THEREFORE, in order to declare the terms and conditions upon which the
Notes  of this  series  are  executed,  registered,  authenticated,  issued  and
delivered,  and in consideration of the purchase and acceptance of such Notes by
the Holders  thereof,  the  Company  covenants  and agrees  with the  Additional
Trustee, for the equal and proportionate  benefit of the respective Holders from
time to time of such Notes,  and, as to Part II hereof,  all  Securities  of the
series thereof, as follows:
PART I

                      CREATION AND AUTHORIZATION OF SERIES

     Section  1.1.  There  is  hereby  created  and  authorized  the  series  of
Securities  entitled "4.50% Subordinated Notes due May 15, 2013", which shall be
a series limited  initially to $100,000,000  aggregate  principal amount (except
for Notes  authenticated  and delivered upon  registration of transfer of, or in
exchange  for, or in lieu of,  other  Notes of this series  pursuant to Sections
304,  305,  306 or 906 and except for any Notes that,  pursuant to Section  303,
shall not have been issued or sold by the Company and are therefore deemed never
to have been  authenticated  and  delivered  under the  Indenture),  and  except
further that the Company may, without the consent of Holders, reopen this series
of  Securities  and  issue  additional  Notes  having  the same  tenor and terms
(including, without limitation, rights to receive accrued and unpaid interest as
the Notes then Outstanding) as the Notes or to establish additional terms of the
Notes.  For all purposes of the  Indenture,  the term "Notes"  shall include the
Notes  initially  issued on the date of  original  issuance of the Notes and any
other Notes issued after such date under the Indenture,  as supplemented hereby.
For purposes of the  Indenture,  as  supplemented  hereby,  all Notes shall vote
together  and  otherwise  constitute  a single  series of  Securities  under the
Indenture,  as supplemented.  The Notes shall be issued initially in the form of
one or more permanent global Securities ("Global Notes"). The initial Depositary
for the Global Notes shall be The  Depositary  Trust  Company.  The Global Notes
shall be registered in the name of the Depositary or a nominee of the Depositary
and deposited with the Additional Trustee, as custodian for the Depositary.

     Section 1.2. The Notes and the certificates of  authentication  to be borne
by the Notes are to be  substantially  in the form of Exhibit A hereto and shall
have such additional terms as contained therein.

                                     PART II

                        APPOINTMENT OF ADDITIONAL TRUSTEE

     Section 2.1. The Company hereby appoints the Additional  Trustee as trustee
under  the  Indenture  with  respect  to the  Notes  and each  other  series  of
Securities  for which the  Additional  Trustee shall be appointed by the Company
pursuant to Sections 301(23) and 609 of the Indenture, as amended hereby, to act
as Trustee under the Indenture,  and confirms to the  Additional  Trustee all of
the rights,  powers, and trusts of a Trustee under the Indenture with respect to
the Notes and each other series of Securities for which the  Additional  Trustee
shall be appointed  by the Company to act as Trustee  under the  Indenture.  The
Additional Trustee is hereby appointed the Securities Registrar and Paying Agent
for the Notes.  The Company shall  execute and deliver such further  instruments
and do such other things as the  Additional  Trustee may  reasonably  require to
more fully and  certainly  vest and  confirm in the  Additional  Trustee all the
rights,  trusts,  and powers hereby  delivered and confirmed upon the Additional
Trustee hereunder and under the Indenture.

                                       2
Section 2.2. The Additional  Trustee hereby  represents and warrants to the
Company that the Additional Trustee is qualified under the provisions of Section
310 of the Trust  Indenture  Act of 1939,  as  amended,  and  Section 609 of the
Indenture,  as supplemental  hereby, to act as trustee with respect to the Notes
under the Indenture.

     Section 2.3. The  Additional  Trustee  hereby  accepts its  appointment  as
trustee  with  respect  to the  Notes and  shall  hereby be vested  with all the
authority, rights, powers, trusts, immunities,  duties, benefits and obligations
of a trustee under the Indenture.

                                    PART III

                                ADDITIONAL TERMS

     Section  3.1.  Section  105 of the  Indenture  is  hereby  supplemented  by
deleting the final word "or" from  subparagraph  105(1) and adding the following
subparagraph after subparagraph 105(1):

          "(1.1) with respect to Holders of the Notes, the Additional Trustee by
     any such Holder or by the Company  shall be  sufficient  for every  purpose
     hereunder  if made,  given,  furnished  or filed in  writing to or with the
     Additional  Trustee at its  Corporate  Trust Office,  Attention:  Corporate
     Trust  Administration,  which  office is located at 1 Bank One Plaza,  Mail
     Code IL1-0823, Chicago, Illinois 60670, or".

     Section 3.2. Section 301 of the Indenture is hereby  supplemented by adding
the following final paragraph:

          "The Notes need not be issued at the same time and may be reopened for
     issuances of  additional  Notes of such series or to  establish  additional
     terms that shall apply to all the Notes of any such series."

                                     PART IV

                            MISCELLANEOUS PROVISIONS

     The Indenture,  this Supplemental Indenture and the Notes shall be governed
by and construed in accordance  with the laws of the State of New York,  without
regard to principles of conflicts of law.

     The Additional  Trustee makes no undertaking or  representations in respect
of, and shall not be responsible in any manner whatsoever for and in respect of,
the  validity  or  sufficiency  of this  Supplemental  Indenture  or the  proper
authorization or the due execution hereof by the Company or for or in respect of
the  recitals  and  statements  contained  herein,  all of  which  recitals  and
statements are made solely by the Company.

                                      3
Except as expressly  amended  hereby,  the Indenture shall continue in full
force and effect in accordance with the provisions  thereof and the Indenture is
in all respects hereby ratified and confirmed.  This Supplemental  Indenture and
all its provisions  shall be deemed a part of the Indenture in the manner and to
the extent herein and therein provided.

     This Supplemental  Indenture may be executed in any number of counterparts,
each of which  so  executed  shall be  deemed  to be an  original,  but all such
counterparts shall together constitute but one and the same instrument.

                                       4
IN WITNESS WHEREOF,  each of First Tennessee  National  Corporation and the
Additional  Trustee  has caused  this  Supplemental  Indenture  to be signed and
delivered, all as of the day and year first written above.

                                  FIRST TENNESSEE NATIONAL CORPORATION

                                  By:/s/Milton A. Gutelius, Jr.
                                     -------------------------------------------
                                     Name:   Milton A. Gutelius, Jr.
                                     Title:  Senior Vice President and Treasurer

                                  BANK ONE TRUST COMPANY,
                                  NATIONAL ASSOCIATION

                                  By:/s/Benita A. Pointer
                                     ---------------------------------------
                                     Name: Benita A. Pointer, CCTS
                                     Title: Account Executive/Vice President

                                       5
Exhibit A

                                  FORM OF NOTE

THIS NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL  DEPOSIT  INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

THIS  SECURITY  IS A GLOBAL  SECURITY  WITHIN THE MEANING OF THE  INDENTURE  (AS
DEFINED BELOW) AND IS REGISTERED IN THE NAME OF THE DEPOSITORY  TRUST COMPANY OR
A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED,  IN THE NAME OF ANY OTHER  PERSON  OTHER THAN SUCH  DEPOSITARY  OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

                      FIRST TENNESSEE NATIONAL CORPORATION

                    4.50% Subordinated Note Due May 15, 2013
                               Cusip No. 337162AE1

No. 1                                                               $100,000,000

     First  Tennessee  National  Corporation,  a corporation  duly organized and
existing under the laws of Tennessee  (herein  called the "Company",  which term
includes any successor Person under the Indenture  (defined  below)),  for value
received,  hereby  promises to pay to CEDE & CO.,  or  registered  assigns,  the
principal sum of One Hundred Million Dollars ($100,000,000) on May 15, 2013, and
to pay  interest  thereon  from May 12,  2003 or from the most  recent  Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on May 15th and November 15th in each year, commencing November 15, 2003, at the
rate of 4.50% per annum,  until the principal  hereof is paid or made  available
for payment.  The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more  Predecessor  Securities)  is
registered  at the  close  of  business  on the  Regular  Record  Date  for such
interest,  which shall be the May 1st or November 1st (whether or not a Business
Day), as the case may be, next  preceding  such Interest  Payment Date. Any such
interest not so punctually  paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular  Record Date and may either be paid to the
Person in whose name this Security (or one or more  Predecessor  Securities)  is
registered at the close of business on a Special  Record Date for the payment of
such  Defaulted  Interest to be fixed by the Trustee,  notice  whereof  shall be
given to Holders  of  Securities  of this  series not less than 10 days prior to
such Special  Record Date, or be paid at any time in any other lawful manner not
inconsistent  with the  requirements  of any  securities  exchange  on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.

                                       6
Payment of the  principal  of (and  premium,  if any) and  interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in Chicago, in such coin or currency of the United States
of America as at the time of payment is legal  tender for  payment of public and
private debts.

     Reference  is hereby made to the further  provisions  of this  Security set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.

     Unless the  certificate of  authentication  hereon has been executed by the
Trustee  referred to on the reverse  hereof by manual  signature,  this Security
shall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or
obligatory for any purpose.

     IN WITNESS  WHEREOF,  the  Company has caused  this  instrument  to be duly
executed under its corporate seal.

Dated:  May 12, 2003

                                  FIRST TENNESSEE NATIONAL CORPORATION

                                  By:
                                     -------------------------------------------

Attest:

---------------------------------

     This is one of the Securities of the series designated  therein referred to
in the within-mentioned Indenture.

                                  BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,
                                  as Trustee

                                  By:
                                     -------------------------------------------
                                     Authorized Officer

                                       7
REVERSE OF SECURITY

     This  Security  is one of a duly  authorized  issue  of  securities  of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of November 1, 1995, as supplemented (herein
called the "Indenture", which term shall have the meaning assigned to it in such
instrument),  between the Company and The Bank of New York,  as Initial  Trustee
under the Indenture with respect to all securities  issued  thereunder  prior to
the date hereof and,  with  respect to the  Securities  and each other series of
securities  for  which  the  Additional  Trustee  (as  defined  below)  shall be
appointed  by  the  Company  pursuant  to  Section  301  of  the  Indenture,  as
supplemented by the Supplemental Indenture dated as of May 12, 2003 between the
Company and the Additional Trustee, Bank One Trust Company, National Association
(herein called the "Additional  Trustee" and, together with the Initial Trustee,
the "Trustee",  which term includes any successor  trustee under the Indenture),
and reference is hereby made to the Indenture for a statement of the  respective
rights,  limitations of rights, duties and immunities thereunder of the Company,
the  Trustee,  the holders of Senior  Indebtedness,  Entitled  Persons,  and the
Holders of the Securities  and of the terms upon which the  Securities  are, and
are to be,  authenticated  and  delivered.  This  Security  is one of the series
designated on the face hereof.

     The Company covenants and agrees, and each Holder of this Security,  by his
acceptance hereof, likewise covenants and agrees, that, to the extent and in the
manner  set  forth  in  Article  Fourteen  of the  Indenture,  the  indebtedness
represented by the  Securities and the payment of principal of (and premium,  if
any) and interest on each and all of the  Securities  are hereby  expressly made
subordinate  and subject in right of payment to the prior payment in full of all
Senior Indebtedness.  In addition,  this Security is also issued subordinate and
subject to the  provisions of the Indenture  regarding  prior payment in full to
Entitled Persons in respect of Other Financial  Obligations.  The Indenture also
provides  that if,  upon the  occurrence  of  certain  events of  bankruptcy  or
insolvency relating to the Company,  there remains,  after giving effect to such
subordination  provisions,  any amount of cash, property or securities available
for payment or  distribution in respect of Securities of this series (as defined
in the Indenture,  "Excess Proceeds"), and if, at such time, any Entitled Person
has not  received  payment in full of all  amounts due or to become due on or in
respect of Other Financial Obligations, then such Excess Proceeds shall first be
applied  to pay or  provide  for the  payment  in full of such  Other  Financial
Obligations  before  any  payment  or  distribution  may be made in  respect  of
Securities of such series. Each Holder of this Security,  by accepting the same,
(a) agrees to and shall be bound by such provisions,  (b) authorizes and directs
the Trustee on his behalf to take such action as may be necessary or appropriate
to effectuate the  subordination  and payment of Excess  Proceeds as provided in
the Indenture and (c) appoints the Trustee his  attorney-in-fact for any and all
such purposes.

     The Indenture contains  provisions for defeasance at any time of the entire
indebtedness  of this  Security or certain  restrictive  covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture.

     If an Event of Default  with  respect to  Securities  of this series  shall
occur and be  continuing,  the principal of the Securities of this series may be
declared  due and  payable in the manner  and with the  effect  provided  in the
Indenture.

                                       8
The Indenture  permits,  with certain  exceptions as therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company  and the rights of the  Holders of the  Securities  of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in principal  amount of the  Securities at the
time  Outstanding  of each series to be affected.  The  Indenture  also contains
provisions  permitting the Holders of specified  percentages in principal amount
of the  Securities  of each  series  at the time  Outstanding,  on behalf of the
Holders of all  Securities  of such series,  to waive  compliance by the Company
with certain  provisions of the  Indenture  and certain past defaults  under the
Indenture  and their  consequences.  Any such consent or waiver by the Holder of
this  Security  shall be  conclusive  and binding  upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer  hereof or in  exchange  herefor or in lieu  hereof,  whether or not
notation of such consent or waiver is made upon this Security.

     As provided in and subject to the provisions of the  Indenture,  the Holder
of this  Security  shall not have the right to  institute  any  proceeding  with
respect to the Indenture or for the  appointment of a receiver or trustee or for
any other remedy thereunder,  unless such Holder shall have previously given the
Trustee  written  notice of a  continuing  Event of Default  with respect to the
Securities of this series,  the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the  Trustee  to  institute  proceedings  in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have  received  from the Holders of a majority in principal  amount of
Securities of this series at the time Outstanding a direction  inconsistent with
such  request,  and shall have failed to institute any such  proceeding,  for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit  instituted  by the Holder of this  Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

     No reference  herein to the  Indenture and no provision of this Security or
of the Indenture  shall alter or impair the obligation of the Company,  which is
absolute and unconditional, to pay the principal of and any premium and interest
on this  Security  at the times,  place and rate,  and in the coin or  currency,
herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth,  the transfer of this Security is registrable  in the Security  Register,
upon  surrender of this Security for  registration  of transfer at the office or
agency of the  Company in any place where the  principal  of and any premium and
interest on this  Security are payable,  duly endorsed by, or  accompanied  by a
written  instrument  of  transfer  in form  satisfactory  to the Company and the
Security  Registrar  duly  executed by, the Holder  hereof or his attorney  duly
authorized in writing,  and thereupon one or more new  Securities of this series
and of like  tenor,  of  authorized  denominations  and for the  same  aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered  form without
coupons  in  denominations  of $1,000  and any  integral  multiple  thereof.  As
provided in the Indenture and subject to certain  limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of  Securities  of this  series  and of like  tenor  of a  different  authorized
denomination, as requested by the Holder surrendering the same.

                                       9
No service  charge shall be made for any such  registration  of transfer or
exchange,  but the Company may require  payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Company,  the  Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this  Security is  registered  as the owner  hereof for all
purposes,  whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

     This Security  shall be governed by and  construed in  accordance  with the
laws of the State of New York, without regard to principles of conflicts of law.

     All  capitalized  terms  used in this  Security  that  are  defined  in the
Indenture shall have the meanings assigned to them in the Indenture.

                                       10
Exhibit 4.2

                                  FORM OF NOTE

THIS NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL  DEPOSIT  INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

THIS  SECURITY  IS A GLOBAL  SECURITY  WITHIN THE MEANING OF THE  INDENTURE  (AS
DEFINED BELOW) AND IS REGISTERED IN THE NAME OF THE DEPOSITORY  TRUST COMPANY OR
A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED,  IN THE NAME OF ANY OTHER  PERSON  OTHER THAN SUCH  DEPOSITARY  OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

                      FIRST TENNESSEE NATIONAL CORPORATION

                    4.50% Subordinated Note Due May 15, 2013
                               Cusip No. 337162AE1

No. 1                                                               $100,000,000

         First Tennessee National Corporation,  a corporation duly organized and
existing under the laws of Tennessee  (herein  called the "Company",  which term
includes any successor Person under the Indenture  (defined  below)),  for value
received,  hereby  promises to pay to CEDE & CO.,  or  registered  assigns,  the
principal sum of One Hundred Million Dollars ($100,000,000) on May 15, 2013, and
to pay  interest  thereon  from May 12,  2003 or from the most  recent  Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on May 15th and November 15th in each year, commencing November 15, 2003, at the
rate of 4.50% per annum,  until the principal  hereof is paid or made  available
for payment.  The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more  Predecessor  Securities)  is
registered  at the  close  of  business  on the  Regular  Record  Date  for such
interest,  which shall be the May 1st or November 1st (whether or not a Business
Day), as the case may be, next  preceding  such Interest  Payment Date. Any such
interest not so punctually  paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular  Record Date and may either be paid to the
Person in whose name this Security (or one or more  Predecessor  Securities)  is
registered at the close of business on a Special  Record Date for the payment of
such  Defaulted  Interest to be fixed by the Trustee,  notice  whereof  shall be
given to Holders  of  Securities  of this  series not less than 10 days prior to
such Special  Record Date, or be paid at any time in any other lawful manner not
inconsistent  with the  requirements  of any  securities  exchange  on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.

     Payment of the  principal  of (and  premium,  if any) and  interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in Chicago,  in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts.
Reference is hereby made to the further provisions of this Security set
forth on the reverse  hereof,  which further  provisions  shall for all purposes
have the same effect as if set forth at this place.

         Unless the  certificate of  authentication  hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall  not be  entitled  to any  benefit  under  the  Indenture  or be  valid or
obligatory for any purpose.

         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:  May 12, 2003

                                       FIRST TENNESSEE NATIONAL CORPORATION

                                       By:
                                          --------------------------------------

Attest:

-----------------------------

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                  BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,
                                  as Trustee

                                  By:
                                     ----------------------------------------
                                     Authorized Officer

                                       2
REVERSE OF SECURITY

     This  Security  is one of a duly  authorized  issue  of  securities  of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of November 1, 1995, as supplemented (herein
called the "Indenture", which term shall have the meaning assigned to it in such
instrument),  between the Company and The Bank of New York,  as Initial  Trustee
under the Indenture with respect to all securities  issued  thereunder  prior to
the date hereof and,  with  respect to the  Securities  and each other series of
securities  for  which  the  Additional  Trustee  (as  defined  below)  shall be
appointed  by  the  Company  pursuant  to  Section  301  of  the  Indenture,  as
supplemented by the Supplemental  Indenture dated as of May 12, 2003 between the
Company and the Additional Trustee, Bank One Trust Company, National Association
(herein called the "Additional  Trustee" and, together with the Initial Trustee,
the "Trustee",  which term includes any successor  trustee under the Indenture),
and reference is hereby made to the Indenture for a statement of the  respective
rights,  limitations of rights, duties and immunities thereunder of the Company,
the  Trustee,  the holders of Senior  Indebtedness,  Entitled  Persons,  and the
Holders of the Securities  and of the terms upon which the  Securities  are, and
are to be,  authenticated  and  delivered.  This  Security  is one of the series
designated on the face hereof.

         The Company covenants and agrees, and each Holder of this Security,  by
his acceptance hereof, likewise covenants and agrees, that, to the extent and in
the manner set forth in Article  Fourteen  of the  Indenture,  the  indebtedness
represented by the  Securities and the payment of principal of (and premium,  if
any) and interest on each and all of the  Securities  are hereby  expressly made
subordinate  and subject in right of payment to the prior payment in full of all
Senior Indebtedness.  In addition,  this Security is also issued subordinate and
subject to the  provisions of the Indenture  regarding  prior payment in full to
Entitled Persons in respect of Other Financial  Obligations.  The Indenture also
provides  that if,  upon the  occurrence  of  certain  events of  bankruptcy  or
insolvency relating to the Company,  there remains,  after giving effect to such
subordination  provisions,  any amount of cash, property or securities available
for payment or  distribution in respect of Securities of this series (as defined
in the Indenture,  "Excess Proceeds"), and if, at such time, any Entitled Person
has not  received  payment in full of all  amounts due or to become due on or in
respect of Other Financial Obligations, then such Excess Proceeds shall first be
applied  to pay or  provide  for the  payment  in full of such  Other  Financial
Obligations  before  any  payment  or  distribution  may be made in  respect  of
Securities of such series. Each Holder of this Security,  by accepting the same,
(a) agrees to and shall be bound by such provisions,  (b) authorizes and directs
the Trustee on his behalf to take such action as may be necessary or appropriate
to effectuate the  subordination  and payment of Excess  Proceeds as provided in
the Indenture and (c) appoints the Trustee his  attorney-in-fact for any and all
such purposes.

         The Indenture  contains  provisions  for  defeasance at any time of the
entire indebtedness of this Security or certain restrictive covenants and Events
of Default  with respect to this  Security,  in each case upon  compliance  with
certain conditions set forth in the Indenture.

                                       3
If an Event of Default with respect to  Securities of this series shall
occur and be  continuing,  the principal of the Securities of this series may be
declared  due and  payable in the manner  and with the  effect  provided  in the
Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company  and the rights of the  Holders of the  Securities  of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in principal  amount of the  Securities at the
time  Outstanding  of each series to be affected.  The  Indenture  also contains
provisions  permitting the Holders of specified  percentages in principal amount
of the  Securities  of each  series  at the time  Outstanding,  on behalf of the
Holders of all  Securities  of such series,  to waive  compliance by the Company
with certain  provisions of the  Indenture  and certain past defaults  under the
Indenture  and their  consequences.  Any such consent or waiver by the Holder of
this  Security  shall be  conclusive  and binding  upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer  hereof or in  exchange  herefor or in lieu  hereof,  whether or not
notation of such consent or waiver is made upon this Security.

         As provided  in and subject to the  provisions  of the  Indenture,  the
Holder of this  Security  shall not have the right to institute  any  proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder,  unless such Holder shall have previously given
the Trustee written notice of a continuing  Event of Default with respect to the
Securities of this series,  the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the  Trustee  to  institute  proceedings  in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have  received  from the Holders of a majority in principal  amount of
Securities of this series at the time Outstanding a direction  inconsistent with
such  request,  and shall have failed to institute any such  proceeding,  for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit  instituted  by the Holder of this  Security for the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.

         No reference  herein to the Indenture and no provision of this Security
or of the Indenture  shall alter or impair the obligation of the Company,  which
is  absolute  and  unconditional,  to pay the  principal  of and any premium and
interest  on this  Security  at the  times,  place and rate,  and in the coin or
currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set  forth,  the  transfer  of this  Security  is  registrable  in the  Security
Register,  upon surrender of this Security for  registration  of transfer at the
office or agency of the  Company  in any place  where the  principal  of and any
premium  and  interest  on this  Security  are  payable,  duly  endorsed  by, or
accompanied  by a written  instrument  of transfer in form  satisfactory  to the
Company and the Security  Registrar  duly  executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this  series and of like tenor,  of  authorized  denominations  and for the same
aggregate  principal  amount,  will be issued to the  designated  transferee  or
transferees.

                                       4
The  Securities  of this series are issuable  only in  registered  form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain  limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of  Securities  of this  series  and of like  tenor  of a  different  authorized
denomination, as requested by the Holder surrendering the same.

         No service charge shall be made for any such  registration  of transfer
or exchange,  but the Company may require  payment of a sum  sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the  Company,  the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for all
purposes,  whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

         This Security shall be governed by and construed in accordance with the
laws of the State of New York, without regard to principles of conflicts of law.

         All  capitalized  terms used in this  Security  that are defined in the
Indenture shall have the meanings assigned to them in the Indenture.