Edgar Filing: FIRST TENNESSEE NATIONAL CORP

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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

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(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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[LOGO FIRST TENNESSEE'r'

ALL THINGS FINANCIAL 'r']

First Tennessee
All Things Financial

Who We Are

First Tennessee National Corporation, soon to be renamed First Horizon National
Corporation pending shareholder approval, is a high-performing, nationwide
financial services institution. From our roots as a small bank in 1864, today we
have grown to be one of the 50 largest bank holding companies in the U.S. in
asset size and market capitalization, with $24.5 billion in assets and $5.6
billion in market capitalization at year-end 2003.

In the past year, we earned national recognition:

Named one of the 100 Best Corporate Citizens by Business Ethics magazine

Listed in Standard and Poor's 500 Index, one of the most widely watched
benchmarks of the stock market's performance.

Ranked in the top-10 in overall customer satisfaction among mortgage companies
nationwide by JD Power and Associates

Listed by Business Week magazine in the top 20 percent of the S&P 500
companies, and we ranked seventh out of 29 banks based on market value, sales
and profitability

Named one of the nation's top underwriters of U.S. government agency
securities

Among the nation's top 15 in mortgage originations and servicing

One of the largest processors of credit card payments for the travel and
entertainment industry

Named to the AARP Best Employers for Workers over 50 list

Earned ninth straight spot on Working Mother magazine's annual list of the 100
Best Companies for Working Mothers

Made Fortune magazine's list of one of the "100 Best Companies to Work For"
for the seventh consecutive year

These recognitions and awards are due to the hard work and results that our team
of almost 12,000 employees achieved in 2003. More information is available by
visiting www.FirstTennessee.com.

[LOGO FIRST TENNESSEE'r'
ALL THINGS FINANCIAL'r']

March 10, 2004

Dear Shareholders:

You are cordially invited to attend First Tennessee National Corporation's
2004 annual meeting of shareholders. We will hold the meeting on April 20, 2004,
in the Auditorium, First Tennessee Building, 165 Madison Avenue, Memphis,
Tennessee, at 10:00 a.m. CDT. We have attached the formal notice of the annual
meeting, our 2004 proxy statement, and a form of proxy.

At the meeting, we will ask you to elect four Class II directors and one
Class III director, approve an amendment to our Charter changing our name to
First Horizon National Corporation, approve an amendment to our 2003 Equity
Compensation Plan, and ratify the appointment of KPMG LLP as our independent
auditors for 2004. The attached proxy statement contains information about these
matters.

An appendix to this proxy statement contains detailed financial information
relating to our activities and operating performance during 2003. We have also
enclosed our 2003 Summary Annual Report.

Our registered shareholders that have access to the Internet have the
opportunity to receive proxy statements electronically. If you have not already
done so for this year, we encourage you to elect this method of receiving the
proxy statement next year. Not only will you have access to the document as soon
as it is available, but you will be helping us to save expense dollars. If you
vote electronically, you will have the opportunity to give your consent at the
conclusion of the voting process.

Your vote is important. You may vote by telephone or over the Internet or by
mail, or if you attend the meeting and want to vote your shares, then prior to
the balloting you should request that your form of proxy be withheld from
voting. We request that you vote by telephone or over the Internet or return
your proxy card in the postage-paid envelope as soon as possible.

Sincerely yours,

/s/ J. KENNETH GLASS
-------------------------------------
J. KENNETH GLASS
Chairman of the Board,
President and Chief Executive Officer

FIRST TENNESSEE NATIONAL CORPORATION
165 MADISON AVENUE
MEMPHIS, TENNESSEE 38103

-------------------
NOTICE OF ANNUAL SHAREHOLDERS' MEETING
APRIL 20, 2004
-------------------

The annual meeting of shareholders of First Tennessee National Corporation
will be held on April 20, 2004, at 10:00 a.m., CDT, in the Auditorium, First
Tennessee Building, 165 Madison Avenue, Memphis, Tennessee.

The items of business are:

1. Election of four Class II directors to serve until the 2007 annual
meeting of shareholders, or until their successors are duly elected and
qualified, and of one Class III director to serve until the 2005 annual
meeting of shareholders, or until her successor is duly elected and
qualified.

2. Approval of an amendment to our Charter changing our name to 'First
Horizon National Corporation.'

3. Approval of an amendment to our 2003 Equity Compensation Plan.

4. Ratification of the appointment of auditors.

These items are described more fully in the following pages, which are made
a part of this notice. The close of business February 27, 2004, is the record
date for the meeting. All shareholders of record at that time are entitled to
vote at the meeting.

Management requests that you vote by telephone or over the Internet
(following the instructions on the enclosed form of proxy) or that you sign and
return the form of proxy promptly, so that if you are unable to attend the
meeting your shares can nevertheless be voted. You may revoke a proxy at any
time before it is exercised at the annual meeting in the manner described on
page 1 of the proxy statement.

/s/ CLYDE A. BILLINGS, JR.
-----------------------------
CLYDE A. BILLINGS, JR.
Senior Vice President,
Assistant General Counsel
and Corporate Secretary

Memphis, Tennessee
March 10, 2004

IMPORTANT NOTICE

PLEASE (1) VOTE BY TELEPHONE OR (2) VOTE OVER THE INTERNET
OR (3) MARK, DATE, SIGN AND PROMPTLY MAIL THE ENCLOSED
FORM OF PROXY IN THE ENCLOSED ENVELOPE SO THAT YOUR SHARES
WILL BE REPRESENTED AT THE MEETING.

PROXY STATEMENT
FIRST TENNESSEE NATIONAL CORPORATION
TABLE OF CONTENTS

PAGE
----

General Matters............................................. 1
Corporate Governance and Board Matters...................... 2
Introduction............................................ 2
Structure and Composition of Board and Committees....... 2
Independence and Categorical Standards.................. 3
The Board Committees.................................... 4
Audit Committee Financial Expert........................ 5
Audit Committee Report.................................. 5
Nominations of Directors................................ 7
Shareholder Recommendations of Director Nominees........ 7
Board Compensation Committee Report on Executive
Compensation........................................... 8
Board and Committee Meeting Attendance.................. 12
Executive Sessions...................................... 12
Shareholder Communication with Board of Directors....... 12
Compensation of Directors............................... 12
Stock Ownership Information................................. 14
Stock Ownership Table................................... 14
VOTE ITEM NO. 1 -- ELECTION OF DIRECTORS.................... 15
Nominees for Director................................... 15
Continuing Directors.................................... 16
VOTE ITEM NO. 2 -- APPROVAL OF AN AMENDMENT TO OUR CHARTER
CHANGING OUR NAME......................................... 16
VOTE ITEM NO. 3 -- APPROVAL OF AN AMENDMENT TO OUR 2003
EQUITY COMPENSATION PLAN.................................. 17
Plan Benefits Table..................................... 21
Equity Compensation Plan Information.................... 22
VOTE ITEM NO. 4 -- RATIFICATION OF APPOINTMENT OF
AUDITORS.................................................. 23
Other Matters............................................... 25
Shareholder Proposal Deadlines.............................. 25
Executive Compensation...................................... 25
Summary Compensation Table.............................. 26
Option/SAR Grants in Last Fiscal Year................... 28
Aggregated Option/SAR Exercises in Last Fiscal Year and
Fiscal-Year End Option/SAR Values...................... 30
Long-Term Incentive Plans-Awards in Last Fiscal Year.... 30
Pension Plan Table...................................... 31
Employment Contracts and Termination of Employment and
Change-in-Control Arrangements......................... 32
Compensation Committee Interlocks and Insider
Participation.......................................... 33
Certain Relationships and Related Transactions.......... 33
Total Shareholder Return Performance Graph.............. 33
Section 16(a) Beneficial Ownership Reporting
Compliance............................................. 34
Availability of Annual Report on Form 10-K.................. 35
APPENDICES
A -- 2003 Equity Compensation Plan, as amended and
restated........................................... A-1
B -- Corporate Governance Guidelines.................... B-1
C -- Audit Committee Charter and Audit and Non-Audit
Services Pre-Approval Policy....................... C-1
D -- Nominating & Corporate Governance Committee
Charter............................................ D-1
E -- Compensation Committee Charter..................... E-1
F -- Financial Information & Discussion................. F-1

PROXY STATEMENT
FIRST TENNESSEE NATIONAL CORPORATION
165 MADISON AVENUE
MEMPHIS, TENNESSEE 38103

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

GENERAL MATTERS

The following proxy statement is being mailed to shareholders beginning on
or about March 10, 2004. The Board of Directors is soliciting proxies to be used
at our annual meeting of the shareholders to be held on April 20, 2004, at
10:00 a.m., CDT, in the Auditorium, First Tennessee Building, 165 Madison
Avenue, Memphis, Tennessee, and at any adjournment or adjournments thereof. In
this proxy statement, First Tennessee National Corporation will be referred to
by the use of 'we,' 'us' or similar pronouns, or simply as 'First Tennessee,'
and First Tennessee and its consolidated subsidiaries will be referred to
collectively as 'the Corporation.'

The accompanying form of proxy is for use at the meeting if you will be
unable to attend in person. You may revoke your proxy at any time before it is
exercised by writing to the Corporate Secretary, by timely delivering a properly
executed, later-dated proxy (including a telephone or Internet vote) or by
voting by ballot at the meeting. All shares represented by valid proxies
received pursuant to this solicitation, and not revoked before they are
exercised, will be voted in the manner specified therein. IF NO SPECIFICATION IS
MADE, THE PROXIES WILL BE VOTED IN FAVOR OF ITEMS 1-4 BELOW:

1. Election of four Class II directors to serve until the 2007
annual meeting of shareholders, or until their successors
are duly elected and qualified, and one Class III director
to serve until the 2005 annual meeting of shareholders, or
until her successor is duly elected and qualified.

2. Approval of an amendment to our Charter changing our name to
'First Horizon National Corporation.'

3. Approval of an amendment to our 2003 Equity Compensation
Plan.

4. Ratification of the appointment of auditors.

We will bear the entire cost of soliciting the proxies. In following up the
original solicitation of the proxies by mail, we may request brokers and others
to send proxies and proxy material to the beneficial owners of the shares and
may reimburse them for their expenses in so doing. If necessary, we may also use
several of our regular employees to solicit proxies from the shareholders,
either personally or by telephone or by special letter, for which they will
receive no compensation in addition to their normal compensation. We have hired
Innisfree M&A Incorporated to aid us in the solicitation of proxies for a fee of
$ plus out-of-pocket expenses.

Our common stock is the only class of voting securities. There were
shares of common stock outstanding and entitled to vote as of February 27, 2004,
the record date for the annual shareholders' meeting. Each share is entitled to
one vote. A quorum of the shares must be represented at the meeting to take
action on any matter at the meeting. A majority of the votes entitled to be cast
constitutes a quorum for purposes of the annual meeting. A plurality of the
votes cast is required to elect the nominees as directors. A majority of the
votes cast is required to approve the amendment to our Charter and the amendment
to our 2003 Equity Compensation Plan and to ratify the appointment of auditors.
Both 'abstentions' and broker 'non-votes' will be considered present for quorum
purposes, but will not otherwise have any effect on any of the vote items.

CORPORATE GOVERNANCE AND BOARD MATTERS

Introduction
------------

First Tennessee is dedicated to operating on the basis of sound corporate
governance principles. We believe that these principles not only form the basis
for our reputation of integrity in the marketplace but also are essential to our
efficiency and continued overall success. During the past year, we have
committed many of these principles to writing. Our Corporate Governance
Guidelines, adopted by our Board of Directors in January 2004 but which include
long-standing corporate policies and practices, provide our directors with
guidance as to their legal accountabilities, promote the functioning of the
Board and its committees and set forth a common set of expectations as to how
the Board should perform its functions. Our Corporate Governance Guidelines are
attached to this proxy statement at Appendix B. We have also adopted a Code of
Business Conduct and Ethics, which incorporates many of our long-standing
policies and practices and sets forth the overarching principles that guide the
conduct of every aspect of our business, and a Code of Ethics for Senior
Financial Officers, which promotes honest and ethical conduct, proper disclosure
of financial information and compliance with applicable governmental laws, rules
and regulations by our senior financial officers and other employees who have
financial responsibilities. These codes are available on our web site at
www.firsttennessee.com under the 'Corporate Governance' heading in the 'Investor
Relations' area of the 'Company Information' page.

Structure and Composition of the Board and Committees
-----------------------------------------------------

Our Board of Directors currently has eleven members. All of our directors
are also directors of First Tennessee Bank National Association (the 'Bank' or
'FTB'). The Bank is our principal operating subsidiary. The Board has four
standing committees: the Executive Committee, the Audit Committee, the
Compensation Committee and the Nominating and Corporate Governance Committee.
Prior to January 20, 2004, the Compensation Committee, which was then known as
the Human Resources Committee, had compensation and nomination duties assigned
to it, and it performed certain corporate governance functions as well. On
January 20, 2004, the duties and responsibilities of the Human Resources
Committee relating to nominations were assigned to the newly formed Nominating
and Corporate Governance Committee, and the Human Resources Committee was
renamed the Compensation Committee.

The Audit Committee, the Compensation Committee and the Nominating and
Corporate Governance Committee are each composed of directors who are
'independent,' as defined in the next section. The membership of each committee
during 2003 is set forth in the table below.

NOMINATING
AND
CORPORATE
EXECUTIVE AUDIT COMPENSATION GOVERNANCE
NAME OF DIRECTOR COMMITTEE COMMITTEE COMMITTEE** COMMITTEE**
---------------- --------- --------- ------------ -----------

Robert C. Blattberg X X
George E. Cates X
J. Kenneth Glass X*
James A. Haslam, III X X
Ralph Horn*** (X*)
R. Brad Martin X* X*
Joseph Orgill, III*** (X) (X)
Vicki R. Palmer X* (X)
Michael D. Rose X
Mary F. Sammons
William B. Sansom X (X*)
Jonathan P. Ward X
Luke Yancy III X

X = committee member
X* = committee chairperson
(X) or (X*) = individual who served as a committee member or committee
chairperson during 2003 but is no longer serving as such
** = Prior to January 21, 2004, the duties and responsibilities of these
committees were carried out by only one committee which was then known
as the Human Resources Committee.
*** = retired

Independence and Categorical Standards
--------------------------------------

Our common stock is listed on the NYSE. The NYSE listing standards, which
become effective for us at this annual meeting of shareholders, require a
majority of our eleven directors and all of the members of the Compensation
Committee, the Nominating and Corporate Governance Committee and the Audit
Committee of the Board of Directors to be 'independent.' Under these standards,
our Board of Directors is required to affirmatively determine that a director
has no material relationship with the Corporation for that director to qualify
as 'independent.' In order to assist in making independence determination, the
Board, as permitted by the NYSE standards and upon the recommendation of the
Human Resources Committee (which was then acting as our nominating and corporate
governance committee prior to the establishment by the Board of a separate
committee as described below), has adopted the categorical standards set forth
below. In making its independence determinations, each of the Board and the
Human Resources Committee considered all relationships between each director and
the Corporation, including those that fall within the categorical standards.
Based on its review and the application of the categorical standards, the Board,
upon the recommendation of the Human Resources Committee, determined that all of
the non-employee directors (Messrs. Blattberg, Cates, Haslam, Sansom, Martin,
Ward and Yancy and Mesdames Palmer and Sammons) are 'independent' except
Mr. Rose, as to whom there is a compensation committee interlock. While the
Board has determined that Mr. Cates is currently independent for purposes of the
NYSE listing standards, as a result of the application of the NYSE's three-year
'look-back' provisions that will become operative on November 3, 2004, Mr. Cates
will cease to meet the 'independence' requirements of the NYSE on that date, as
a result of an impermissible compensation committee interlock that terminated in
2002. In addition, the Board, upon the recommendation of the Human Resources
Committee, determined that each member of the Audit Committee met the
independence standards of the rules of the Securities and Exchange Commission
('SEC') promulgated under the Sarbanes-Oxley Act of 2002 and the independence
requirements of the NYSE listing standards in effect prior to this annual
meeting of shareholders. The categorical standards established by the Board are
set forth in the following paragraphs.

Each of the following relationships between the Corporation and its
subsidiaries, on the one hand, and a director, an immediate family member of a
director, or a company or other entity as to which the director or an immediate
family member is a director, executive officer, employee or a shareholder, on
the other hand, will be deemed to be immaterial and therefore will not preclude
a determination by the Board of Directors that the director is 'independent' for
purposes of the NYSE listing standards:

1. Depository and other banking and financial services relationships
(excluding extensions of credit which are covered in paragraph 2),
including transfer agent, registrar, indenture trustee, other trust and
fiduciary services, personal banking, capital markets, investment
banking, equity research, asset management, investment management,
custodian, securities brokerage, financial planning, cash management,
insurance brokerage, broker/dealer, express processing, merchant
processing, bill payment processing, check clearing, credit card and
other similar services, provided that the relationship is in the ordinary
course of business and on substantially the same terms and conditions as
those prevailing at the time for comparable transactions with
non-affiliated persons.

2. An extension of credit, provided that, at the time of the initial
approval of the extension of credit as to (1), (2) and (3), (1) such
extension of credit was in the ordinary course of business,(2) such
extension of credit was made in compliance with applicable law, including
Regulation O of the Federal Reserve, Section 23A and 23B of the Federal
Reserve Act and Section 13(k) of the Securities and Exchange Act of 1934,
(3) such extension of credit was on substantially the same terms as those
prevailing at the time for comparable transactions with non-affiliated
persons, and (4) a determination is made annually that if the extension
of credit was not made or was terminated in the ordinary course of
business, in accordance with its terms, such action would not reasonably
be expected to have a material adverse effect on the financial condition,
income statement or business of the borrower, and (5) no event of default
has occurred.

3. Contributions (other than mandatory matching contributions) made by the
Corporation or any of its subsidiaries or First Horizon Foundation to a
charitable organization as to which the director is an executive officer,
director, or trustee or holds a similar position or as to which an
immediate family member of the director is an executive officer; provided
that the amount of the contributions to the charitable organization in a
fiscal year does not exceed the greater of $500,000 or 2% of the

charitable organization's consolidated gross revenue (based on the
charitable organization's latest available income statement).

4. Any transaction or series of similar transactions, as to which disclosure
is not required in the Corporation's proxy statement pursuant to SEC
Regulation S-K, Item 404(a) or 404(b).

5. All compensation and benefits provided to non-employee directors for
service as a director.

6. All compensation and benefits provided in the ordinary course of business
to an immediate family member of a director for services to the
Corporation or any of its subsidiaries as long as such immediate family
member is compensated comparably to similarly situated employees and is
not an executive officer of the Corporation or based on salary and bonus
within the top 1,000 most highly compensated employees of the
Corporation.

Excluded from relationships considered by the Board is any relationship
(except contributions included in category 3) between the Corporation and its
subsidiaries, on the one hand, and a company or other entity as to which the
director or an immediate family member is a director or, in the case of an
immediate family member, an employee (but not an executive officer or
significant shareholder), on the other hand.

The fact that a particular relationship or transaction is not addressed by
these standards or exceeds the thresholds in these standards does not create a
presumption that the director is or is not independent.

The following definitions apply to the categorical standards listed above:

'Corporation' means First Tennessee National Corporation and its
consolidated subsidiaries.

'Executive Officer' means an entity's president, principal financial
officer, principal accounting officer (or, if there is no such accounting
officer, the controller), any vice president of the entity in charge of a
principal business unit, division or function, any other officer who
performs a policy-making function, or any other person who performs similar
policy-making functions for the entity.

'Immediate family members' of a director means the director's spouse,
parents, children, siblings, mothers-in-law, fathers-in-law, sons-in-law,
daughters-in-law, brothers-in-law, sisters-in-law and anyone (other than
domestic employees) who shares the director's home.

'Significant shareholder' means a passive investor [meaning a person who
is not in control of the entity] who beneficially owns more than 10% of the
outstanding equity, partnership or membership interests of an entity.
'Beneficial ownership' will be determined in accordance with Rule 13d-3 of
the Securities Exchange Act of 1934.

The Board Committees
--------------------

The Executive Committee. The Executive Committee was established by our
Board of Directors and operates under a written charter that authorizes and
empowers it to exercise all authority of the Board of Directors, except as
prohibited by applicable law. In addition, except as to matters specifically
required by credit policy to be acted upon by the Board of Directors, the
Executive Committee acts as a credit policy committee, monitors the quality,
liquidity, and concentrations of credit extended by First Tennessee and by its
affiliates and establishes such credit policy and controls as may be deemed
necessary for the preservation of a sound loan portfolio consistent with overall
corporate objectives.

The Audit Committee. The Audit Committee was established by our Board of
Directors and operates under a written charter, which is attached to this proxy
statement at pages C-1 through C-5 of Appendix C and which was last amended and
restated on January 20, 2004. The charter is also available on our website at
www.firsttennessee.com under the 'Corporate Governance' heading in the 'Investor
Relations' area of the 'Company Information' page. Subject to the limitations
and provisions of its charter, the committee assists our Board in its oversight
of our accounting and financial reporting principles and policies, internal
audit controls and procedures, the integrity of our financial statements, our
compliance with legal and regulatory requirements, the independent auditor's
qualifications and independence, and the performance of the independent auditor
and our internal audit function. The Committee is directly responsible for the
appointment (subject, if applicable, to shareholder ratification), retention,
compensation and termination of the independent auditor as well as for
overseeing the work of and evaluating the independent auditor and its
independence. The members of the Committee are themselves 'independent,' as that
term is defined in the

NYSE listing standards (described above), and meet the additional independence
requirements prescribed by Section 10A(m)(3) of the Securities Exchange Act of
1934, as amended, and the rules of the SEC promulgated thereunder. The Audit
Committee's Report is included below.

Audit Committee Financial Expert
--------------------------------

The Board of Directors has determined that Vicki R. Palmer, who is the
chairperson of our Audit Committee, is an audit committee financial expert, as
that term is defined in Item 401(h) of Regulation S-K. After receiving her B.A.
in economics and business administration from Rhodes College and her M.B.A. in
finance from The University of Memphis, Ms. Palmer was employed as a commercial
loan officer with First Tennessee, where she was trained in and worked daily in
evaluating financial statements of corporate customers in connection with their
credit applications. In 1978, she joined Federal Express Corporation as Manager
of Corporate Finance, and her major areas of responsibility included debt
financing, cash management and pension asset management. Ms. Palmer joined The
Coca-Cola Company in 1983 as Manager of Pension Investments, thus becoming
responsible for the company's worldwide pension assets. Upon moving to Coca-Cola
Enterprises, Inc. ('CCE') in 1986, she was involved at the inception of the
company with the evaluation of company-wide financial results and the
establishment of internal controls. Until January 2004, Ms. Palmer served as
Senior Vice President, Treasurer and Special Assistant to the CEO. In this
position, she was responsible for management of CCE's $12 billion multi-currency
debt portfolio; its $2.5 billion pension plan and 401(k) plan investments;
currency management; global cash management and commercial and investment
banking relationships. Effective in January 2004, she became Executive Vice
President, Financial Services and Administration, and is now responsible for
overseeing treasury, pension and retirement benefits, asset management and
internal audit. Ms. Palmer also served for over ten years on CCE's Financial
Reporting Committee, which reviews the company's financial statements and deals
periodically with accounting issues, and she currently supervises an assistant
treasurer who serves on this committee. She is a member of CCE's Risk Committee,
which is charged with establishing policy and internal controls for hedging and
financial and non-financial derivatives. In addition, she serves on CCE's
Management Advisory Board and on the Finance Team of CCE's Risk Council, whose
purpose is to design and execute action plans for addressing key financial risks
in connection with CCE's enterprise-wide risk assessment process. She was a
member of our Audit Committee from January 1995 to April 1999 and chaired the
committee from April 1996 to April 1999, and she returned to the committee as
chairperson in April 2003. She is also a member of the audit committee of
another public company, Haverty Furniture Companies Inc.

Ms. Palmer meets in all respects the independence requirements of the NYSE
and Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended, and
the rules of the SEC promulgated thereunder.

Notwithstanding anything to the contrary set forth in any of our previous
filings under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, that might incorporate future filings by reference,
including this proxy statement, in whole or in part, the following Audit
Committee Report, the Audit Committee Charter attached at pages C-1 through C-5
of Appendix C hereto, and the statements regarding the independence of the
members of the Committee shall not be incorporated by reference into any such
filings.

Audit Committee Report
----------------------

The role of the Audit Committee (Committee) is (1) to assist our Board of
Directors in its oversight of (a) our accounting and financial reporting
principles and policies and internal audit controls and procedures, (b) the
integrity of our financial statements, (c) our compliance with legal and
regulatory requirements, (d) the independent auditor's qualifications and
independence, and (e) the performance of the independent auditor and our
internal audit function; and (2) to prepare this report to be included in our
annual proxy statement pursuant to the proxy rules of the SEC. The Committee
operates pursuant to a charter that was last amended and restated by the Board
on January 20, 2004. As set forth in the Committee's charter, management of
First Tennessee is responsible for preparation, presentation and integrity of
the Corporation's financial statements and for maintaining appropriate
accounting and financial reporting principles and policies and internal controls
and procedures to provide for compliance with accounting standards and
applicable laws and regulations, and the internal auditor is responsible for
testing such internal controls and

procedures. The independent auditor is responsible for planning and carrying out
a proper audit of the Corporation's annual financial statements, reviews of the
Corporation's quarterly financial statements prior to the filing of each
quarterly report on Form 10-Q, and other procedures.

In the performance of its oversight function, the Committee has considered
and discussed the audited financial statements with management and the
independent auditors. The Committee has also discussed with our Chief Executive
Officer and Chief Financial Officer their respective certifications that will be
included in our Annual Report on Form 10-K for the year ended December 31, 2003.
The Committee has also discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as currently in effect. Finally, the
Committee has received the written disclosures and the letter from the
independent auditors required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, as currently in effect, has
adopted an audit and non-audit services pre-approval policy and considered
whether the provision of non-audit services by the independent auditors to First
Tennessee is compatible with maintaining the auditor's independence and has
discussed with the auditors the auditors' independence.

While the Board of Directors has determined that each member of the Audit
Committee has the broad level of general financial experience required to serve
on the Committee and that Ms. Palmer is an audit committee financial expert as
that term is defined in Item 401(h) of Regulation S-K, none of the members of
the Committee devote specific attention to the narrower fields of auditing or
accounting or are professionally engaged in the practice of auditing or
accounting, nor are they performing the functions of auditors or accountants or
are they experts in respect of auditor independence. Members of the Committee
rely without independent verification on the information provided to them and on
the representations made by management and the independent auditors.
Accordingly, the Committee's oversight does not provide an independent basis to
determine that management has maintained appropriate accounting and financial
reporting principles or appropriate internal controls and procedures designed to
assure compliance with the accounting standards and applicable laws and
regulations. Furthermore, the Committee's considerations and discussions
referred to above do not assure that the audit of our financial statements has
been carried out in accordance with generally accepted auditing standards, that
the financial statements are presented in accordance with generally accepted
accounting principles or that our auditors are in fact 'independent.'

Based upon the reports and discussions described in this report, and subject
to the limitations on the role and responsibilities of the Committee referred to
above and in the Committee's charter, the Committee recommended to the Board of
Directors that the audited financial statements be included in our Annual Report
on Form 10-K for the year ended December 31, 2003, to be filed with the SEC.

Submitted by the Audit Committee of our Board of Directors.

Audit Committee

Vicki R. Palmer, Chairperson
Jonathan P. Ward
Luke Yancy III

The Nominating and Corporate Governance Committee. The Nominating and
Corporate Governance Committee was formed on January 20, 2004. Prior to that
time, the role and duties of the committee related to nominations and certain
corporate governance functions were carried out by our Human Resources
Committee. The Nominating and Corporate Governance Committee operates under a
written charter, which is attached to this proxy statement as Appendix D and
also is available on our website at www.firsttennessee.com under the 'Corporate
Governance' heading in the 'Investor Relations' area of the 'Company
Information' page. The purposes of the Nominating and Corporate Governance
Committee are (1) to identify and recommend to the Board individuals for
nomination as members of the Board and its committees, (2) to develop and
recommend to the Board a set of corporate governance principles applicable to
the Corporation, and (3) to oversee the evaluation of the Board and management.

Nominations of Directors
------------------------

With respect to the nominating process, the Committee discusses and
evaluates possible candidates in detail and suggests individuals to explore in
more depth. The Nominating and Corporate Governance Committee recommends new
nominees for the position of independent director based on the following
criteria:

Personal qualities and characteristics, experience,
accomplishments and reputation in the business community.

Current knowledge and contacts in the communities in which
the Corporation does business and in the Corporation's
industry or other industries relevant to the Corporation's
business.

Diversity of viewpoints, background, experience and other
demographics.

Ability and willingness to commit adequate time to Board and
committee matters.

The fit of the individual's skills and personality with
those of other directors and potential directors in building
a Board that is effective and responsive to its duties and
responsibilities.

The Nominating and Corporate Governance Committee does not set specific,
minimum qualifications that nominees must meet in order for the Committee to
recommend them to the Board of Directors, but rather believes that each nominee
should be evaluated based on his or her individual merits, taking into account
the needs of the Corporation and the composition of the Board of Directors.

Once a candidate is identified whom the Committee wants seriously to
consider and move toward nomination, the Chairman of the Board, the Chief
Executive Officer and/or other directors as the Committee determines will enter
into a discussion with that nominee.

Shareholder Recommendations of Director Nominees
------------------------------------------------

The Nominating and Corporate Governance Committee will consider individuals
recommended by shareholders as director nominees, and any such individual is
given appropriate consideration in the same manner as individuals recommended by
the Committee. Shareholders who wish to submit individuals for consideration by
the Nominating and Corporate Governance Committee as director nominees may do so
by submitting in writing such individuals' names in compliance with the
procedures and along with the other information required by our Bylaws (as
described below), to the Chairperson of the Nominating and Corporate Governance
Committee, in care of the Corporate Secretary. Our Bylaws require that to be
timely, a shareholder's nomination must be delivered to or mailed and received
at our principal executive offices not less than 90 days nor more than 120 days
prior to the date of the meeting. However, if fewer than 100 days' notice or
prior public disclosure of the date of the meeting is given or made to
shareholders, a nomination by a shareholder to be timely must be so delivered or
received not later than the close of business on the 10th day following the
earlier of (i) the day on which such notice of the date of such meeting was
mailed or (ii) the day on which such public disclosure was made. A shareholder's
nomination must state:

the name of the shareholder's nominee and the reasons for
the nomination;

the name and address, as they appear on our books, of the
shareholder making the nomination and any other shareholders
known by such shareholder to be supporting the nomination;

the class and number of shares of our stock which are
beneficially owned by such shareholder on the date of
shareholder's nomination and by any other shareholders known
by the nominating shareholder to be supporting the
nomination on the date of such shareholder's nomination; and

any material interest of the shareholder in the nomination.

The Compensation Committee. Until January 20, 2004, the role and duties of a
compensation committee were carried out by our Human Resources Committee. On
that day, the duties of the Human Resources Committee with respect to
nominations were assigned to the newly established Nominating and Corporate
Governance Committee, and the Human Resources Committee was renamed the
Compensation Committee and retained its duties with respect to compensation. The
Compensation Committee operates under a written charter that was last amended
and restated by the Board of Directors on January 20, 2004 and is attached to
this proxy statement as Appendix E. The purposes of the Compensation Committee
are (1) to discharge the Board's responsibilities relating to the compensation
of our executive officers, (2) to produce an annual report on executive
compensation for inclusion in our proxy statement, in accordance with the rules
and regulations of the SEC [the current report is set forth following this
paragraph], (3) to identify and recommend to the Board individuals for
appointment as officers, (4) to evaluate our management, and (5) to carry out
certain other duties as set forth in the Committee's charter.

Notwithstanding anything to the contrary set forth in any of our previous
filings under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, that might incorporate future filings by reference,
including this proxy statement, in whole or in part, the following Board
Compensation Committee Report on Executive Compensation shall not be
incorporated by reference into any such filings.

Board Compensation Committee Report on Executive Compensation
-------------------------------------------------------------

Our Bylaws require that the Board of Directors or a committee of the Board
determine the compensation of executive officers. The Board has designated the
Compensation Committee (Committee) to perform this function. The Committee is
composed entirely of non-employee directors who are independent under the NYSE
listing standards. The Committee has set forth below its report on the
compensation policies applicable to executive officers and the basis for the
compensation of the Chief Executive Officer (CEO) during 2003.

Our executive compensation programs are designed to align the interests of
the executive officers with our performance and the interests of our
shareholders. Approximately 60 to 75 percent of the executive officers' annual
compensation potential is at risk based on corporate performance and total
shareholder return (defined below). Compensation programs are designed to reward
executive officers with both cash and our common stock based on performance that
also rewards shareholders. When corporate performance does not meet criteria
established by the Committee, incentive compensation is reduced accordingly. In
addition, the executive compensation program is designed to attract and retain
qualified executive officers. Executive compensation consists generally of the
following components:

base salary

annual incentive bonus

long-term incentive awards

deferral of compensation through stock option grants, or at
market interest rates (or for compensation deferred before
1996 at above-market rates), or at a rate equal to the
performance of selected mutual funds

customary employee and other benefits typically offered to
similarly situated executives

Base salary and annual bonus are determined through an evaluation of the
individual's position and responsibilities based on independent criteria and
external market data and personal and corporate performance. The Committee does
not assign a specific weight to any of the factors but places greater emphasis
on corporate performance in the overall mix.

Long-term incentive awards include restricted stock awards that contain
provisions for acceleration of vesting upon achievement of corporate performance
criteria, a Long-Term Incentive Program that combines restricted stock and cash
awards, and stock options. It is not our practice to 'reprice' stock options or
to

price them at less than fair market value on the date of grant. Although
deferred compensation options have an exercise price of 50 percent (80 percent
for options granted for 2001 and 2000 and 85 percent for options granted for
years prior to the year 2000) of fair market value on the grant date, to receive
the option the participant must forego the right to receive cash compensation.
Under our deferral option plans, the amount of the foregone cash compensation
plus the option exercise price must equal or exceed 100% of fair market value.
In the past, we have offered deferred compensation at above-market rates and
deferrals through the use of stock options. Deferrals since 1995 have been
limited to stock options or a 10-year Treasury rate of interest. A new
non-qualified deferral program that offers rates of return equal to mutual
fund investments was approved in 2003. Executive officers may also defer
the receipt of shares upon the exercise of stock options and defer the receipt
of restricted stock prior to the lapse of restrictions.

The Committee reviewed external market data provided by a non-affiliated
consulting firm that included some of the highest-performing companies in the
American Banker Top 50, a peer group of banking organizations against which we
measure our strategic performance, as well as other independent compensation
surveys. We selected the highest-performing companies based generally on the
following one and five-year return measures: earnings per share growth rate,
historical earnings consistency, return on equity, and to a lesser degree
return on assets, percentage of fee income versus total revenue, and net
loan charge offs.

The purpose of the review was to determine compensation levels of similar
positions at these companies. The compensation peer group used by the
independent consulting firm did not include all of the banking organizations
listed in the Total Shareholder Return Performance Graph ('TSR graph') for the
2003 peer group. The median asset size of the compensation high performing peer
group was $40.7 billion. In actual practice, over the past three years, the
total compensation of executive officers has ranged from 33% of the 75th
percentile of the compensation of the high-performing peer group in 2001 to
68% of the 75th percentile of the compensation of that group in 2003. We do
not, however, have a specific policy that mandates how compensation will be
determined relative to external market data.

Section 162(m) of the Internal Revenue Code of 1986, as amended
('Tax Code'), generally disallows a tax deduction to public companies, including
us, for compensation exceeding $1 million paid during the year to the CEO and
the four other highest paid executive officers at year-end. Certain
performance-based compensation is not, however, subject to the deduction limit.
Under Tax Code regulations the salary and TARSAP (defined below) portions of
compensation do not meet the performance-based compensation criteria of
Section 162(m). The restricted stock plan permits deferral by participants of
the receipt of restricted stock prior to the lapse of restrictions. Any such
deferral does not represent compensation paid during the year, and thus, is not
currently subject to the Section 162(m) limitation. The Committee's practice is
to continue to consider ways to maximize the deductibility of executive
compensation while retaining the discretion deemed necessary to compensate
executive officers in a manner commensurate with performance and the competitive
market for executive talent.

(i) The CEO's Compensation

Base Salary: The Committee establishes the CEO's base salary annually based
on corporate performance, achievement of objectives in his individualized
written personal plan, and competitive practices within the industry. Corporate
performance is compared to the high-performing peer group referenced above.
Annual salary is targeted at the 75th percentile of that group based on
consistent high-performing results.

The CEO develops his personal plan and submits it to the Committee for
review and approval. The Board of Directors also reviews the plan, which
generally contains strategic, quality and financial goals. A salary increase of
6.0 percent was approved for Mr. Glass in February of 2003 based on substantial
achievement of personal plan objectives and competitive practices. Although no
specific weight is assigned to these factors, the Committee places greater
emphasis on corporate performance than on competitive practices within the
industry. The Committee used a non-affiliated consulting firm to obtain
recommendations regarding the appropriate remuneration of Mr. Glass. Base salary
is intended to represent approximately 10 percent to 20 percent of the CEO's
total compensation potential.

Annual Bonus: The CEO's annual bonus is based entirely on our corporate
performance against financial objectives established by the Committee at the
beginning of each year. The financial objectives for 2003 were based on EPS
growth. The CEO may be awarded a target annual bonus of up to 125 percent of his
salary dollars earned during the year. The degree of success in reaching
corporate objectives determines a payout of zero percent to 125 percent of the
CEO's target annual bonus. Zero percent payout is warranted when EPS does not
exceed the previous Plan year's results. The EPS growth objective that qualifies
for 100 percent payout of target annual bonus is equal to the lower end of the
market expected growth range for the high-performing peer group. A payout of 125
percent of target annual bonus is equivalent to a growth rate that equals the
high end of the expected growth range of the same high-performing peer group.
During 2003, corporate performance resulted in a payout of 125 percent of
targeted bonus.

Long-Term Awards: The CEO's long-term incentive compensation consists of
restricted stock, cash, and stock options.

Our restricted stock program includes performance criteria as a condition to
early vesting of awards to executive officers. The objective of this time
accelerated restricted stock award plan (TARSAP) feature is to associate more
closely the long-term compensation of executive officers with shareholder
interests. Under the TARSAP feature, restricted stock is granted with
accelerated vesting if performance criteria established by the Committee are met
with respect to specified performance periods.

Performance periods are for three years and overlap: e.g., 2001-2003,
2002-2004, 2003-2005. Performance criteria, for all participants including the
CEO, have always been based on total shareholder return (appreciation in the
market value of our stock with dividends reinvested-TSR) targets established at
the beginning of each performance period. Targets are based on our percentile
ranking in a peer group (the '100-bank peer group') of approximately the 100
largest banking organizations by asset size traded on U.S. exchanges, with the
condition that TSR must be a positive number. The 100-bank peer group is
different from the peer group used to compare shareholder returns. The 100-bank
peer group was originally selected in 1990, prior to the adoption of SEC rules
requiring disclosure of a shareholder return performance graph, because the
Committee believed that it was an appropriate index with which to associate more
closely long-term compensation of executives with shareholder interests. The
restricted stock program which contains the 100-bank peer group has produced the
desired results, and thus, the Committee has continued to use it. In addition to
the TSR targets, the Committee adopted alternative criteria for the accelerated
vesting of TARSAP awards made in 1996 and future years based upon our percentile
ranking within the 100-bank peer group with respect to operating EPS growth rate
(or exceeding a minimum operating EPS growth rate) and average operating ROE,
with the condition that TSR must be a positive number. In January 2004, the
Committee approved the accelerated vesting of the TARSAP shares for the
2001-2003 performance period because the primary criteria, as described above,
were met.

The Long-Term Incentive Program's objective is to provide a three-year
cumulative award of up to 225 percent of the CEO's annual bonus potential and
is paid (or settled) with restricted stock and cash. The amount of the award is
based on First Tennessee's P/E ratio relative to a peer group (the American
Banker Top 50 banks as identified at the beginning of the performance period) as
of the measurement date (January 31, 2006) provided the ratio increases during
the performance period. The alternative criterion is based on the compound
average annual growth rate in our stock price over the performance period. The
initial performance period covers three years (2003-2005). This program is
designed to tie the executive's long-term compensation directly to an increase
in shareholder value.

In addition to performance-based restricted stock awards, the Committee
generally awards stock options to executive officers, including the CEO, as part
of a broad-based stock option program under which awards are made to all
employees, both full-time and part-time. The CEO's option award (which is
disclosed in the 'Option/SAR Grants in Last Fiscal Year Table') was based on an
estimated value of the option that in combination with the other awards provides
the basis for a competitive long-term incentive package. The option grant
contained a performance-based, accelerated vesting feature, which is described
in part (ii) of this report. Because the value of the option to the CEO is a
function of the price growth of our stock, the amount realized by the CEO is
tied directly to increases in shareholder value.

Other Benefits: The CEO's compensation reported in the Summary Compensation
Table also includes accrual of above-market rates of interest on compensation
deferred prior to 1996 and the cost of insurance

to fund a supplemental retirement plan and life insurance benefit, which are not
directly based on corporate performance. Above-market rates are accrued for
deferred compensation of the CEO and other named executive officers, who
deferred prior to 1996, for retention purposes. Generally, the plan under which
this benefit was offered requires that the amount deferred be automatically
recalculated at market rates if termination occurs prior to retirement.

(ii) Other Executive Officer Compensation

Base Salary: The CEO recommends and the Committee approves the base salary
for executive officers other than the CEO. Recommendations are generally based
on corporate performance (as measured by financial, quality and strategic
objectives), individual overall performance during the prior year, and
competitiveness in the market place. It is our policy to maintain a competitive
salary commensurate with the duties and responsibilities of the executive
officers. Salary represents approximately 25 percent to 40 percent of an
executive officer's potential annual compensation.

Annual Bonus: For executive officers other than the CEO, the annual bonus is
based on achievement of corporate financial objectives and performance against
personal objectives for the year, which are recorded in individualized written
personal plans. Individual objectives must include financial, quality and
strategic goals. The degree of completion of goals determines the award.
Financial objectives for 2003 were based on EPS growth. The maximum target
annual bonus of executive officers other than the CEO is between 75 percent and
100 percent of salary dollars earned during the year. During 2003, our corporate
performance resulted in a payment of 125 percent of target annual bonus for all
executive officers.

Long-Term Awards: All of the executive officers currently participate in the
TARSAP program described above in part (i) of this report. The performance
criteria are identical. The number of shares awarded for a three-year
performance period is generally 150 percent of the greater of the participant's
salary or salary grade mid-point, based on market value of the shares at the
time of the award. We do not provide a federal income tax gross-up to executive
officers at the vesting of restricted stock.

All of the executive officers also participate in the Long-Term Incentive
Program discussed in part (i) of this report. The performance measures and the
terms of the program are identical. The maximum three-year cumulative award is
225 percent of the executives' annual bonus potential and is paid (or settled)
with restricted stock and cash.

In addition to performance-based restricted stock awards, the Committee
generally awards stock options annually to executive officers, including the
CEO, as a part of the option program discussed in part (i) of this report.
The number of shares awarded to executive officers is equal to a percentage of
salary (ranging from 100 percent to 200 percent, with 200 percent used for the
CEO) divided by the market value (or for the CEO, the Black-Scholes
value) of one share of our stock at the time of grant. Executive officers may
also be awarded shares in addition to those calculated as a percent of salary if
in the opinion of the Committee additional shares are required to ensure a
competitive compensation package. The exercise price is the market value at the
time of grant. Options are awarded based on personal performance and to
encourage future performance as well as for retention purposes (with a
seven-year term and vesting at 50 percent after three years and 100 percent
after four years). The exercise price of the February 2003 grant is $38.74. This
grant contains a provision for accelerated vesting if the closing market price
per share equals at least $52.98 for five consecutive business days in the three
years following the grant or at the end of the three-year period. Options
granted annually beginning March 2000 to the CEO were based in part on prior
corporate performance.

Other Benefits: We have adopted certain broad-based employee benefit plans
in which executive officers participate and certain other retirement, life and
health insurance plans and we provide customary personal benefits. Except for
our stock fund (ESOP) within our 401(k) plan, the benefits under these plans are
not tied to corporate performance. The executive officers named in the Summary
Compensation Table participate in the other benefits described above with
respect to the CEO.

Compensation Committee

R. Brad Martin, Chairperson
Robert C. Blattberg
James A. Haslam, III

Board and Committee Meeting Attendance
--------------------------------------

During 2003, the Board of Directors held four meetings. The Human Resources
Committee, which was the predecessor of both the Compensation and Nominating and
Corporate Governance Committees, held six meetings, and the Audit Committee held
ten meetings. The Executive Committee held nine meetings. The average attendance
at Board and committee meetings exceeded 95 percent. No director attended fewer
than 75 percent of the meetings of the Board and the committees of the Board on
which he or she served.

It is our practice to invite the directors to attend our annual meeting of
shareholders each year. For the last 10 years, all of our directors have been in
attendance at every annual meeting of shareholders, including the annual meeting
that took place on April 15, 2003, except for one director in 1999 and one
director in 1996.

Executive Sessions
------------------

To ensure free and open discussion and communication among the
non-management directors of the Board, the non-management directors will meet in
regularly scheduled executive sessions and as often as the Board shall request,
with no members of management present. In addition, if any non-management
directors are not 'independent' under NYSE listing standards, the independent,
non-management directors will meet in executive session at least once a year.
The Chairperson of the Nominating and Corporate Governance Committee, currently
Mr. Martin, presides at the executive sessions.

Shareholder Communication with the Board of Directors
-----------------------------------------------------

Shareholders desiring to communicate with the Board of Directors on matters
other than director nominations should submit their communication in writing to
the Chairperson of the Nominating and Corporate Governance Committee, c/o
Corporate Secretary, First Tennessee National Corporation, 165 Madison Avenue,
Memphis, Tennessee 38103 and identify themselves as a shareholder. The Corporate
Secretary will forward all such communications to the Chairperson for a
determination as to how to proceed.

Compensation of Directors
-------------------------

On April 15, 2003, several changes were approved by the Board that related
to the compensation paid for service as one of our non-employee directors. Prior
to these changes, director compensation was last revised in April 2001. Until
April 15, 2003, each non-employee director was paid a retainer quarterly at an
annual rate of $25,000 plus a fee of $1,000 for each day of each Board and each
committee meeting attended. The chairpersons of the Audit and Human Resources
Committees were paid quarterly an additional retainer at an annual rate of
$3,000 each. After April 15, 2003, the annual retainer was increased to $36,000
and the daily board meeting attendance fee was increased to $2,000, while the
daily committee meeting attendance fee remained at $1,000. The additional
retainer for the chairpersons of the Audit, Compensation, and Nominating and
Corporate Governance Committees was raised to $2,000 per committee meeting (in
addition to the regular attendance fees).

We also reimburse our directors for their expenses incurred in attending
meetings. In addition, the following benefits have been approved by the Board as
additional compensation to non-employee directors for service as a director: a
personal account executive, a no fee personal checking account for the director
and his or her spouse, a FirstCheck card, a no fee VISA gold card, no fee for a
safe deposit box, no fee for traveler's checks and cashier's checks, and if the
Board has authorized a stock repurchase program, the repurchase of shares of our
common stock at the day's volume-weighted average price with no payment of any
fees or commissions if the repurchase of the director's shares is otherwise
permissible under the repurchase program that has been authorized. Directors who
are officers are not separately compensated for their services as directors.

Our practice is to hold Board and committee meetings jointly with the Bank's
Board and committees. All of our directors are also directors of the Bank.
Directors are not separately compensated for Bank Board or committee meetings
except for those infrequent meetings that do not occur jointly.

Under the terms of our 1992 Restricted Stock Incentive Plan (the '1992
Plan'), which was approved by the shareholders, all non-employee directors
received an automatic, nondiscretionary award of 6,000 shares

(adjusted for stock splits) of restricted stock on May 1, 1992, and all new
non-employee directors received such award upon election to the Board until the
1992 Plan terminated in April 2002. Since the 1992 Plan terminated, the 6,000
share restricted stock awards to new non-employee directors have been made under
the 2003 Equity Compensation Plan, which permits the Board to approve a variety
of types of awards to non-employee directors. An additional award to each
non-employee director of 200 shares of restricted stock times the lesser of (i)
10 or (ii) the number of years remaining until the director's normal retirement
age was made on April 17, 2003. Restrictions on the restricted stock granted to
the non-employee directors under both plans lapse at the rate of 10 percent
annually, and such shares are forfeited if the director terminates for any
reason other than death, disability, retirement, or a change in control. Upon
termination for any of the four listed reasons, all shares vest.

Directors may elect to defer their retainers and fees. Under the 2000
Non-Employee Directors' Deferred Compensation Stock Option Plan, all
non-employee directors elected to receive stock options in lieu of fees through
2004. The exercise price per share is 50 percent (80% prior to April 15, 2003
and 85% under a prior plan for options granted prior to the year 2000) of fair
market value of one share of our common stock on the date of grant, and the
number of shares subject to option granted equals the amount of fees deferred
divided by 50 percent (20% prior to April 15, 2003 and 15 percent under a prior
plan with respect to options granted prior to the year 2000) of the fair market
value of one share on the date of grant. Under the Directors and Executives
Deferred Compensation Plan, not offered with respect to compensation earned
since 1995, under which up to six annual deferrals may be elected, amounts
deferred accrue interest at rates ranging from 17-22 percent annually, based on
age at the time of deferral, with a reduction to a guaranteed rate based on
10-year Treasury obligations if a participant terminates prior to a
change-in-control for a reason other than death, disability or retirement.
Interim distributions in an amount between 85 percent and 100 percent of the
amount originally deferred are made in the eighth through the eleventh years
following the year of deferral, with the amount remaining in a participant's
account and accrued interest generally paid monthly over the 15 years following
retirement at age 65. Certain restrictions and limitations apply on payments and
distributions. Under other deferral agreements, non-employee directors have
deferred and may defer amounts, which generally accrue interest at a rate tied
to 10-year Treasury obligations. Finally, under the First Tennessee National
Corporation Nonqualified Deferred Compensation Plan, non-employee directors are
permitted to defer compensation. Returns on amounts deferred by a non-employee
director are indexed to the performance of certain mutual funds selected from a
menu of mutual funds by the non-employee director. These mutual funds merely
serve as the measuring device to determine the director's rate of return, and
the director has no ownership interest in the mutual funds selected. First
Tennessee hedges its obligations under this plan.

STOCK OWNERSHIP INFORMATION

We know of no person who owned beneficially, as that term is defined by
Rule 13d-3 of the Securities Exchange Act of 1934, more than five percent (5%)
of our common stock on December 31, 2003.

The following table sets forth certain information as of December 31, 2003,
concerning beneficial ownership of our common stock by each director and
nominee, each executive officer named in the Summary Compensation Table, and
directors and executive officers as a group:

STOCK OWNERSHIP TABLE

NAME OF SHARES BENEFICIALLY STOCK UNITS IN DEFERRAL TOTAL AND PERCENT
BENEFICIAL OWNER OWNED(1) ACCOUNTS(2) OF CLASS(3)
---------------- -------- ----------- -----------

Robert C. Blattberg............................ 38,502(4) -- 38,502
Charles G. Burkett............................. 117,747(5) -- 117,747
George E. Cates................................ 71,268(4) -- 71,268
J. Kenneth Glass............................... 758,570(5) 91,373 849,943
James A. Haslam, III........................... 62,048(4) -- 62,048
Ralph Horn..................................... 1,598,253(5) 319,487 1,917,740
Larry B. Martin................................ 149,375(5) 19,535 168,910
R. Brad Martin................................. 77,622(4) -- 77,622
Vicki R. Palmer................................ 76,886(4) -- 76,886
Michael D. Rose................................ 104,159(4) -- 104,159
Mary F. Sammons................................ 8,023(4) -- 8,023
William B. Sansom.............................. 100,760(4) -- 100,760
Elbert L. Thomas, Jr........................... 256,011(5) 34,309 290,320
Jonathan P. Ward............................... 8,341(4) -- 8,341
Luke Yancy III................................. 16,653(4) -- 16,653
Directors and Executive Officers as a Group
(22 persons)................................. 4,556,856(5) 526,427 5,083,283

(1) The respective directors, nominees and officers have sole voting and
investment powers with respect to all of such shares except as specified in
notes (4) and (5). Amounts in the second column do not include stock units
in the third column.

(2) Our stock option program permits participants to defer receipt of shares
upon the exercise of options and our restricted stock incentive plan
permitted participants to defer receipt of shares prior to the lapsing of
restrictions imposed on restricted stock awards. Amounts in the third
column reflect the number of shares deferred that a participant has the
right to receive on a future date. These shares are not currently issued
and are not considered to be beneficially owned for purposes of Rule 13d-3,
but are reflected in a deferral account on our books as phantom stock unit
or restricted stock units.

(3) No individual director, nominee or executive officer, except for Mr. Horn,
who retired on December 31, 2003, beneficially owns more than one (1%)
percent of our common stock that is outstanding. Mr. Horn beneficially
owns % including stock units (or % excluding stock units). The
percentage of common stock outstanding owned by the director and executive
officer group ( %) includes stock units. The percentage would be % with
stock units excluded.

(4) Includes the following shares of restricted stock with respect to which the
non-employee director possesses sole voting power, but no investment power:
Dr. Blattberg -- 1,400; Mr. Cates -- 2,200; Mr. Haslam -- 3,800;
Mr. Martin -- 2,600; Ms. Palmer -- 2,600; Mr. Rose -- 800; Ms.
Sammons -- 8,000; Mr. Sansom -- 1,200; Mr. Ward -- 8,000; and
Mr. Yancy -- 6,800. Includes the following shares as to which the named
non-employee directors have the right to acquire beneficial ownership
through the exercise of stock options granted under our director plans,
all of which are 100% vested: Dr. Blattberg -- 30,742; Mr. Cates -- 55,806;
Mr. Haslam -- 43,986; Mr. Martin -- 35,009; Ms. Palmer -- 68,778;
Mr. Rose -- 64,972; Ms. Sammons -- 0; Mr. Sansom -- 84,916; Mr. Ward -- 91;
and Mr. Yancy -- 7,094.

(5) Includes the following shares of restricted stock with respect to which the
named person or group has sole voting power but no investment power:
Mr. Burkett -- 32,409; Mr. Glass -- 115,645; Mr. Horn -- 49,258;
Mr. Martin -- 32,409; Mr. Thomas -- 29,209 and the director and executive
officer group -- 398,525. Includes

the following shares as to which the named person or group has the right
to acquire beneficial ownership within 60 days through the exercise of
stock options granted under our stock option plans: Mr. Burkett -- 38,434;
Mr. Glass -- 354,057; Mr. Horn -- 730,448; Mr. Martin -- 74,640;
Mr. Thomas -- 147,889 and the director and executive officer
group -- 1,800,747. Also includes shares held at December 31, 2003 for
401(k) Savings Plan accounts.

VOTE ITEM NO. 1 -- ELECTION OF DIRECTORS

The Board of Directors is divided into three classes. The term of office of
each class expires in successive years. The term of Class II directors expires
at this annual meeting. The terms of Class III and Class I directors expire at
the 2005 and 2006 annual meetings, respectively. The Board of Directors proposes
the election of four Class II directors, each of whom is an incumbent, and one
Class III director, Ms. Sammons, who was elected by the Board of Directors in
October 2003 and whose term, under Tennessee law, expires at the next annual
meeting of shareholders following her election by the Board. Each Class II
director elected at the meeting will hold office until the 2007 annual meeting
of shareholders or until his or her successor is elected and qualified, and if
she is elected at the meeting, Ms. Sammons will hold office until the 2005
annual meeting of shareholders or until her successor is elected and qualified.

If any nominee proposed by the Board of Directors is unable to accept
election, which the Board of Directors has no reason to anticipate, the persons
named in the enclosed form of proxy will vote for the election of such other
persons as management may recommend, unless the Board decides to reduce the
number of directors pursuant to the Bylaws.

We have provided below certain information about the nominees and directors
(including age, current principal occupation, which has continued for at least
five years unless otherwise indicated, name and principal business of the
organization in which his or her occupation is carried on, directorships in
other reporting companies, and year first elected to our Board). All of our
directors are also directors of the Bank. Director committee appointments are
disclosed in a table in the 'Corporate Governance and Board Matters' section of
this proxy statement above.

NOMINEES FOR DIRECTOR
Class II
For a Three Year Term Expiring at 2007 Annual Meeting

ROBERT C. BLATTBERG (61) is the Polk Brothers Distinguished Professor of
Retailing, J. L. Kellogg Graduate School of Management, Northwestern University,
Evanston, Illinois. Dr. Blattberg has been a director since 1984.

J. KENNETH GLASS (57) is Chairman of the Board, President and Chief
Executive Officer of First Tennessee and the Bank. Mr. Glass was elected
Chairman of the Board in October 2003, effective January 1, 2004, and President
and Chief Executive Officer in July 2002. From July 2001 through July 2002,
Mr. Glass was President and Chief Operating Officer of First Tennessee and the
Bank. From April 1999 through July 2001, he was President -- Retail Financial
Services of the Bank and from April 2000 through July 2001, President -- Retail
Financial Services of First Tennessee. Prior to April 1999, he was
President-Tennessee Banking Group of the Bank and prior to April 2000, he was
Executive Vice President of First Tennessee. Mr. Glass is a director of one
other public company, FedEx Corporation. He has been a director since 1996.

MICHAEL D. ROSE (62) is Chairman of Gaylord Entertainment Company,
Nashville, Tennessee, a diversified hospitality and entertainment company. Prior
to April 2001, Mr. Rose was a private investor. Mr. Rose is director of four
other public companies, Gaylord Entertainment Company, Darden Restaurants, Inc.,
FelCor Lodging Trust, Inc., and Stein Mart, Inc. Mr. Rose has been a director
since 1984.

LUKE YANCY III (54) is President and Chief Executive Officer of Mid-South
Minority Business Council, Memphis, Tennessee, a nonprofit organization that
promotes minority and women business enterprises. Prior to June 2000, Mr. Yancy
was President, West Region, of AmSouth Bank and, prior to its acquisition by
AmSouth in 1999, First American Bank. Mr. Yancy has been a director since
October 2001.

Class III
For the Remainder of a Three Year Term
Expiring at 2005 Annual Meeting

MARY F. SAMMONS (57) has been President and Chief Executive Office of Rite
Aid Corporation ('Rite Aid'), a retail drug store chain, since June 25, 2003,
and she has been a member of the Rite Aid Board of Directors since December 5,
1999. She served as President and Chief Operating Officer of Rite Aid from
December 5, 1999 to June 25, 2003. From January 1998 to December 1999,
Ms. Sammons was President and Chief Executive Officer of Fred Meyer Stores,
Inc., which during that period was acquired by The Kroger Company. Ms. Sammons
has been a director since her election by the Board of Directors in October
2003.

CONTINUING DIRECTORS
Class III
Term Expiring at 2005 Annual Meeting

GEORGE E. CATES (66) is the retired Chairman of the Board of Mid-America
Apartment Communities, Inc. ('Mid-America'), Memphis, Tennessee, a real estate
investment trust. Mr. Cates retired as Chairman of Mid-America in September
2002. Prior to October 2001, he was also Chief Executive Officer of Mid-
America. Mr. Cates is a director of one other public company, Mid-America.
Mr. Cates has been a director of the Corporation since 1996.

JAMES A. HASLAM, III (49) is Chief Executive Officer of Pilot Travel
Centers, LLC, Knoxville, Tennessee, a national operator of travel centers, and
he remains CEO of Pilot Corporation. Mr. Haslam is a director of one other
public company, Ruby Tuesday, Inc. Mr. Haslam has been a director since 1996.

Class I
Term Expiring at 2006 Annual Meeting

R. BRAD MARTIN (52) is Chairman of the Board and Chief Executive Officer of
Saks Incorporated, Birmingham, Alabama, a retail merchandising company.
Mr. Martin is a director of two other public companies, Saks Incorporated and
Harrah's Entertainment, Inc. He has been a director since 1994.

VICKI R. PALMER (50) is Executive Vice President, Financial Services and
Administration, Coca-Cola Enterprises Inc. ('CCE'), Atlanta, Georgia, a bottler
of soft drink products. Until January 2004, Ms. Palmer served as Corporate
Senior Vice President, Treasurer, and Special Assistant to the CEO of CCE. Prior
to December 1999, she was Corporate Vice President and Treasurer of CCE. Ms.
Palmer is a director of one other public company, Haverty Furniture Companies,
Inc. She has been a director since 1993.

WILLIAM B. SANSOM (62) is Chairman of the Board and Chief Executive Officer
of The H. T. Hackney Co., Knoxville, Tennessee, a diversified wholesale
distribution firm serving the food, gas, oil and industrial markets in the
Southeast. He is a director of two other public companies, Martin Marietta
Materials, Inc. and Astec Industries, Inc. Mr. Sansom has been a director since
1984.

JONATHAN P. WARD (49) is Chairman and Chief Executive Officer of The
ServiceMaster Company ('ServiceMaster'), Downers Grove, Illinois, a company that
provides consumer services and supportive management services. Prior to April
2002, Mr. Ward was President and Chief Executive Officer of ServiceMaster, and
prior to January 2001, he was President and Chief Operating Officer of R. R.
Donnelly & Sons Company. Mr. Ward is a director of two other public companies,
ServiceMaster and J. Jill Group, Inc. Mr. Ward has been a director since 2003.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
ITEM NO. 1.

VOTE ITEM NO. 2 -- APPROVAL OF AN AMENDMENT TO OUR CHARTER
CHANGING OUR NAME

At its January 20, 2004 meeting, the Board of Directors unanimously adopted
resolutions to change our name to First Horizon National Corporation, subject to
the approval of our shareholders. The change in corporate name is accomplished
by adopting and approving an amendment to our Charter and will become

effective upon the filing of an amended and restated Charter with the Secretary
of State of the State of Tennessee. We intend to file the amended and restated
Charter promptly after the annual meeting, should our shareholders approve the
change in corporate name. The proposed amendment to our Charter is as follows:

RESOLVED, that, contingent upon shareholder approval at the Annual Meeting
of Shareholders on April 20, 2004, Article 1 of the Charter be, and it hereby
is, deleted in its entirety, and that the following be substituted therefor:

1. NAME.

The name of the Corporation shall be: FIRST HORIZON NATIONAL CORPORATION.

Reason For the Name Change
--------------------------

The Board of Directors believes that it is in the best interests of First
Tennessee and our shareholders to change First Tennessee's name to one that we
believe more accurately reflects our current national presence as well as our
national business strategy and eliminates the regional focus suggested by the
current name. First Tennessee and its subsidiaries have more than 800 offices
in 40 states with more than half of our customers residing outside of the State
of Tennessee. Our lead bank, First Tennessee Bank National Association, which is
headquartered in Tennessee, will retain its name.

Effect of the Name Change
-------------------------

Voting and other rights that accompany our common stock will not be affected
by the change of our corporate name. All outstanding stock certificates
representing common stock issued prior to the effective date of the change in
corporate name will continue to represent our shares, remain authentic, and will
not be required to be returned to us or our transfer agent for re-issuance. New
stock certificates issued upon the transfer of shares of common stock after the
change in corporate name will bear the new corporate name, First Horizon
National Corporation, and will have a new CUSIP number. Our trading symbol,
'FTN,' will also change to 'FHN' as a result of the change in corporate name.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
ITEM NO. 2.

VOTE ITEM NO. 3 -- APPROVAL OF AN AMENDMENT TO OUR 2003 EQUITY COMPENSATION PLAN

General
-------

The 2003 Equity Compensation Plan was adopted by the Board of Directors and
approved by our shareholders on April 15, 2003. In January and February of 2004,
our Board of Directors and the Compensation Committee adopted and approved an
amendment to the 2003 Equity Compensation Plan (as amended, the '2003 Plan')
which increases the maximum number of shares which may be issued with respect to
awards under the 2003 Plan from 3,000,000 to 4,000,000 and increases the maximum
number of shares of that 4,000,000 which may be issued with respect to awards
other than options from 300,000 to 1,300,000, subject to the approval of our
shareholders. Another amendment added stock appreciation rights as a new type of
award that can be made under the 2003 Plan. Under this vote item, shareholders
are being asked to approve the increase in the number of shares that may be
awarded under the 2003 Plan. The Amended and Restated 2003 Equity Compensation
Plan is attached to this Proxy Statement as Appendix A.

As of the Record Date, shares of restricted stock had been awarded
under the 2003 Plan, options to purchase an aggregate of shares of
common stock were outstanding under the 2003 Plan, and there was a total of
shares available for future grant under the 2003 Plan. The Board of
Directors believes that it is necessary to continue to grant awards under the
2003 Plan in order to attract, retain and motivate officers, employees, and
non-employee directors. The Board of Directors believes that the current
remaining shares are insufficient for this purpose.

The following is a summary of the material features of the 2003 Plan, as
amended January 20, 2004, and is qualified in its entirety by reference to the
complete text of the 2003 Plan.

Purpose of the 2003 Plan
------------------------

The purpose of the 2003 Plan is to promote the interests of First Tennessee
by attracting, retaining and motivating officers, employees and non-employee
directors of First Tennessee and its subsidiaries by means of performance
related incentives designed to achieve long range performance goals and linking
their compensation to the long-term interests of shareholders. All officers,
employees and non-employee directors of First Tennessee and its subsidiaries and
all 'regional board members' (as defined under the 2003 Plan) are eligible to
receive awards ('Awards') under the 2003 Plan which may consist of grants of
options, restricted stock, restricted stock units, performance awards, and stock
appreciation rights, or any combination thereof. As of February 17, 2004, First
Tennessee and its subsidiaries had approximately 1,351 officers, 10,552
employees and 10 non-employee directors, and there were approximately 150
regional board members.

Administration
--------------

The Board has appointed the Corporation's Compensation Committee to
administer the 2003 Plan. Committee eligibility requirements are described in
Section 2 of the 2003 Plan. The members of the Committee may be removed by the
Board at its discretion. The Board, in its discretion, may also administer the
2003 Plan and, in such a case, has all of the rights, powers and authority of
the Committee.

Subject to certain limitations, the Committee has the power and authority in
its discretion to, among other things, (i) select the persons to whom Awards
will be made, (ii) determine the type, timing, terms and conditions of any
Awards, including the number of shares of common stock subject to any Award,
(iii) interpret and administer the 2003 Plan and any instrument or agreement
relating to the 2003 Plan or any Awards granted pursuant to the 2003 Plan, and
(iv) establish, amend, suspend or waive such rules and regulations as it shall
deem appropriate for the proper administration of the 2003 Plan.

Notwithstanding the immediately preceding paragraph, only the Board has the
power and authority to make Awards to non-employee directors and to determine
the type, timing, terms and conditions of those Awards.

Amendment
---------

The Board may amend, alter, modify, suspend, discontinue or terminate the
2003 Plan at any time, except that the Board may not amend the 2003 Plan in
violation of any law. However, no such action may materially prejudice the
rights of any holder of an Award that was granted prior to the date of such
action, without the consent of such holder.

Maximum Number of Shares Available
----------------------------------

Subject to adjustment as described below, the maximum number of shares of
common stock which may be issued with respect to Awards is 3,000,000 of which no
more than 300,000 may be issued with respect to Awards other than options, and
no participant may, in any calendar year, receive options with respect to more
than 500,000 shares of common stock. If the amendment to the 2003 Plan is
approved, the maximum number of shares of common stock which may be issued with
respect to Awards will be 4,000,000 of which no more than 1,300,000 may be
issued with respect to Awards other than options. The maximum number of shares
of common stock available for Awards under the 2003 Plan, the number of shares
of common stock covered by each outstanding Award, the number of shares of
common stock that may be subject to Awards to any one participant and the price
per share of common stock covered by each outstanding Award shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of common stock resulting from a stock split, reverse stock split, stock
dividend, recapitalization, combination or reclassification of the common stock,
and may be proportionately adjusted, as determined by the Board in its sole
discretion, for any other increase or decrease in the number of issued shares of
common stock effected without receipt of consideration by First Tennessee, or to
reflect any distributions to holders of shares of common stock other than
regular cash dividends.

If any shares of common stock covered by an Award are forfeited, or if such
Award is settled for cash or otherwise terminates, expires unexercised or is
cancelled without delivery of such shares, such shares of

common stock (or portion thereof) will again be available for issuance under the
2003 Plan. If any option or other Award granted under the 2003 Plan is exercised
through the delivery of shares of common stock by a participant or if
withholding tax liabilities arising from such Award are satisfied by the
withholding of shares of common stock by First Tennessee from the total number
of shares that would otherwise have been delivered to the participant, the
number of shares of common stock available for Awards under the 2003 Plan shall
be increased by the number of shares so surrendered or withheld.

On February 27, 2004, the closing price of the common stock on the New York
Stock Exchange was $ per share.

Types of Awards
---------------

Options. The Committee may grant options to purchase a specified number of
shares of common stock. Options granted under the 2003 Plan will not qualify as
'incentive stock options' under Section 422 of the Tax Code. The number of
shares of common stock subject to any grant of options, the exercise price and
all other conditions and limitations applicable to the exercise of any options
will be determined by the Committee. Notwithstanding the preceding sentence,
except in limited circumstances described in the 2003 Plan, the exercise price
of an option may not be less than 100% of the fair market value of the shares of
common stock with respect to which the option is granted on the date of such
grant. No option shall be exercisable after the expiration of ten years from the
date such option was granted.

Restricted Stock and Restricted Stock Units. Awards of restricted stock and
restricted stock units are grants of common stock or stock units that are
subject to a risk of forfeiture or other restrictions that lapse upon the
occurrence of certain events and the satisfaction of certain conditions, as
determined by the Committee in its discretion. The value of a restricted stock
unit must equal the fair market value of one share of common stock on the date
of the grant. Any awards of restricted stock or restricted stock units will be
subject to such conditions, restrictions and contingencies as the Committee
determines. Restricted stock units are payable, at the Committee's discretion,
in cash, shares of common stock, other securities or other property.

Performance Awards. The Committee may, in its discretion, grant a
performance award consisting of a right that is denominated in cash and/or
shares of common stock, valued in accordance with the achievement of certain
performance goals during certain performance periods as determined by the
Committee, and payable at such time and in such form as the Committee shall
determine. In determining the performance goals applicable to any performance
award, the Committee must select one or a combination of the following financial
performance measures of First Tennessee, its subsidiaries, or any operating
unit, division, line of business, department, team or business unit thereof:
stock price; dividends; total shareholder return; earnings per share;
price/earnings ratio; market capitalization; book value; revenues; expenses;
loans; deposits; non-interest income; net interest income; fee income; operating
income before or after taxes; net income before or after taxes; net income
before securities transactions; net or operating income excluding non-recurring
charges; return on assets; return on equity; return on capital; cash flow;
credit quality; service quality; market share; customer retention; efficiency
ratio; strategic business objectives, consisting of one or more objectives based
on meeting specified cost targets, business expansion goals and goals relating
to acquisitions or divestitures; and except in the case of a 'covered officer'
(as defined under the 2003 Plan), any other performance criteria established by
the Committee. Each goal may be expressed on an absolute and/or relative basis,
may be based on or otherwise employ comparisons based on internal targets, the
past performance of First Tennessee (consolidated or unconsolidated) and/or the
past or current performance of other companies, the performance of other
companies over one or more years or an index of the performance of other
companies, markets or economic metrics over one or more years, and in the case
of earnings-based measures, may use or employ comparisons relating to capital,
shareholders' equity and/or shares of common stock outstanding, or to assets or
net assets.

The Committee may also grant restricted stock and restricted stock units to
'covered officers' (as defined under the 2003 Plan) that vest or become
exercisable upon the achievement of certain performance goals specified by the
Committee, subject to the limitations described in the immediately preceding
paragraph.

The maximum annual number of shares of common stock in respect of which all
performance-based Awards (whether restricted stock, restricted stock units or
performance awards) may be granted to a participant under the 2003 Plan is
100,000 and the maximum annual amount of any Awards settled in cash to a
participant under the 2003 Plan is $4,000,000.

Stock Appreciation Rights. Stock appreciation rights ('SARs') may be granted
under the 2003 Plan. Upon exercise of an SAR, the participant will be entitled
to receive the excess of the fair market value on the exercise date of the
common shares underlying the SAR over the aggregate base price applicable to
such shares; provided that the base price per share may not be less than the
fair market value of such shares on the grant date. Distributions to the
participant may be made in common stock, in cash, or in a combination of stock
and cash, as determined by the Committee or the Board.

Change in Control
-----------------

Upon a 'change in control' (as defined under the 2003 Plan) of First
Tennessee, all Awards outstanding under the 2003 Plan will vest, become
immediately exercisable or payable or have all restrictions lifted, as the case
may be.

Effect of Termination of Employment
-----------------------------------

The Committee has discretion to determine the terms and conditions that will
apply to any outstanding Award upon the 'termination of employment' (as defined
under the 2003 Plan) of a participant, and such terms and conditions will be set
forth in an Award agreement.

Federal Income Tax Consequences
-------------------------------

The following is a summary of the current federal income tax treatment
related to grants of Awards under the 2003 Plan. This summary is not intended
to, and does not, provide or supplement tax advice to participants. Participants
in the 2003 Plan are advised to consult with their own independent tax advisors
with respect to the specific tax consequences that, in light of their particular
circumstances, might arise in connection with their receipt of any Awards under
the 2003 Plan, including any state or local tax consequences and the effect, if
any, of gift, estate and inheritance taxes.

Options. No taxable income is realized by a participant upon the grant of an
option under the 2003 Plan. Upon exercise of an option granted under the 2003
Plan, the participant would include in ordinary income an amount equal to the
excess, if any, of the fair market value of the shares of common stock issued to
the participant pursuant to such exercise (the 'Option Shares') at the time of
exercise over the purchase price. First Tennessee would be entitled to a
deduction on exercise of the option for the amount includible in the
participant's income.

Restricted Stock. No taxable income is realized by a participant upon the
award of restricted common stock. Prior to the lapse of restrictions on such
shares, any dividends received on such shares will be treated as ordinary
compensation income. Upon the lapse of restrictions, the participant would
include in ordinary income the amount of the fair market value of the shares of
common stock at the time the restrictions lapse.

Any participant may, however, make an election under Section 83(b) of the
Tax Code (an '83(b) election') within 30 days after receipt of restricted common
stock to take into income in the year the restricted common stock is transferred
by First Tennessee to such participant an amount equal to the fair market value
of the restricted common stock on the date of such transfer (as if the
restricted stock were unrestricted). If such election is made, the participant
(i) will have no taxable income at the time the restrictions actually lapse,
(ii) will have a capital gains holding period beginning on the transfer date and
(iii) will have dividend income with respect to any dividends received on such
shares. If the restricted common stock subject to the 83(b) election is
subsequently forfeited, however, the participant is not entitled to a deduction
or tax refund.

Any appreciation or depreciation in such shares from the time the
restrictions lapse (or the 83(b) election is made) to their subsequent
disposition should be taxed as a short-term or long-term gain or loss, as the
case may be. First Tennessee would be entitled to a federal income tax deduction
for the year in

which the participant realizes ordinary income with respect to the restricted
common stock in an amount equal to such income.

Restricted Stock Units. No taxable income will be realized by a participant
upon the grant of restricted stock units and no taxable income will be realized
at the times the restricted stock units vest. At the time payment is made with
respect to restricted stock units granted under the 2003 Plan, the participant
will realize ordinary income in an amount equal to the cash received or the fair
market value of the shares of common stock received. First Tennessee would be
entitled to a deduction at the time of payment in an amount equal to such
income.

Stock Appreciation Rights. A participant does not recognize ordinary income
upon the receipt of a stock appreciation right under the 2003 Plan. Upon
exercise of the stock appreciation right and receipt of cash or unrestricted
stock, the participant would recognize ordinary income in an amount equal to the
payment received or the fair market value of the unrestricted stock. First
Tennessee would be entitled to a deduction at the time of payment in an amount
equal to such income.

PLAN BENEFITS
2003 PLAN

NUMBER OF AWARDS GRANTED FROM ITS
INCEPTION TO DECEMBER 31, 2003 (1)
---------------------------------------
NAME AND PRINCIPAL POSITION(2) DOLLAR VALUE ($) RESTRICTED STOCK (#)
------------------------------ ---------------- --------------------

Ralph Horn.................................................. -- --
J. Kenneth Glass............................................ 3,275,534 78,900
Charles G. Burkett.......................................... 498,180 12,000
Larry B. Martin............................................. 498,180 12,000
Elbert L. Thomas, Jr........................................ 440,059 10,600
All Executive Officers as a Group........................... 7,209,692 172,644
All Directors (who are not Executive Officers) as a Group... 1,167,637 27,800
All Employees (who are not Executive Officers) as a Group... -- --

(1) No options were granted under the 2003 Plan during 2003.
(2) See Summary Compensation Table for principal position.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
ITEM NO. 3.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 2003 with
respect to shares of First Tennessee common stock that may be issued under our
existing equity compensation plans, including the 1990 Stock Option Plan (the
'1990 Plan'), the 1995 Employee Stock Option Plan (the '1995 Plan'), the 1997
Employee Stock Option Plan (the '1997 Plan'), the 2000 Employee Stock Option
Plan (the 'Executive Plan'), 2003 Equity Compensation Plan, not including the
1,000,000 shares for which shareholder approval is being sought under Vote Item
No. 3, (the '2003 Plan'), the 2000 Non-employee Directors' Deferred Compensation
Stock Option Plan (the 'Directors' Plan'), the 1995 Non-employee Directors'
Deferred Compensation Stock Option Plan (the '1995 Directors' Plan'), the 1991,
1997 and 2002 Bank Director and Advisory Board Member Deferral Plans (the
'Advisory Board Plans') and the 2002 Management Incentive Plan (the 'MIP').

The table includes information with respect to shares subject to outstanding
options granted under equity compensation plans that are no longer in effect.
Footnotes (4) and (5) to the table set forth the total number of shares of First
Tennessee common stock issuable upon the exercise of options under the expired
plans as of December 31, 2003. No additional options may be granted under those
expired plans.

EQUITY COMPENSATION PLAN INFORMATION

A B C
-------------------- ---------------- ------------------------------
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR FUTURE
NUMBER OF SECURITIES WEIGHTED AVERAGE ISSUANCE UNDER EQUITY
TO BE ISSUED UPON EXERCISE PRICE COMPENSATION PLANS
EXERCISE OF OF OUTSTANDING (EXCLUDING SECURITIES
PLAN CATEGORY OUTSTANDING OPTIONS OPTIONS REFLECTED IN COLUMN A)
------------- ------------------- ------- ----------------------

Equity Compensation Plans Approved by
Shareowners(1)................................. 4,132,145(4) $23.97 4,010,751(2)
Equity Compensation Plans Not Approved by
Shareowners(3)................................. 16,990,916(5) $30.86 1,605,790
Total........................................... 21,973,675(6) $29.51 5,827,353(7)

(1) Consists of the Executive Plan, Directors' Plan, 1995
Directors' Plan, 1995 Plan, 1990 Plan, the 2003 Plan and the
MIP.

(2) Includes shares available for future issuance under the MIP.
As of December 31, 2003, an aggregate of 200,000 shares of
First Tennessee common stock were available for issuance
under the MIP. As of December 31, 2003, an aggregate of
99,556 shares were available for restricted stock grants
under the 2003 Plan.

(3) Consists of the 1997 Plan and the Advisory Board Plans.

(4) Includes information for equity compensation plans that have
expired. The Directors' Plan and the 1990 Plan were approved
by shareholders in 1995 and 1990, respectively. The plans
expired June 1999 and April 2000. As of December 31, 2003, a
total of 1,003,248 shares of First Tennessee common stock
were issuable upon the exercise of outstanding options under
these expired plans. No additional options may be granted
under these expired plans.

(5) Includes information for equity compensation plans that have
expired. The 1997 Bank Director and Advisory Board Member
Deferral Plan and the 1991 Bank Director and Advisory Board
Member Deferral Plan expired in January 2002 and January
1997, respectively. As of December 31, 2003, a total of
111,201 shares of First Tennessee common stock were issuable
upon the exercise of outstanding options under the expired
plans. No additional options may be granted under these
expired plans.

(6) Includes 850,614 shares of First Tennessee common stock to
be issued at the end of specified deferral periods set forth
in individual deferral agreements.

(7) Includes 210,812 shares of First Tennessee common stock
underlying restricted stock units granted under the 1992
Restricted Stock Plan.

Description of Equity Compensation Plans Not Approved by Shareholders
---------------------------------------------------------------------

The 1997 Plan. The 1997 Plan was adopted by the Board of Directors on April
16, 1996 and will expire in April 2006. The 1997 Plan provides for granting of
nonqualified stock options.

Options granted under the 1997 Plan have been granted to all employees of
the Corporation under our FirstShare and management option programs. The
FirstShare program is a broad-based employee plan, where all employees of the
Corporation receive a stock option award annually, except for management level
employees who receive annual stock option awards under the management option
program. The FirstShare options vest 100% after three years and have a term of
10 years. The management options vest 50% after 3 years and 50% after 4 years,
unless a specified stock price is achieved within the 3 year period. The
management options have a term of 7 years. In addition to the above, certain
employees may elect to defer a portion of their annual compensation into stock
options. These options vest after 6 months and have a term of 20 years. The
options vest on an accelerated basis in the event of a change in control of
First Tennessee. All options granted under the 1997 Plan have an exercise price
equal to the fair market value on the date of grant. Notwithstanding the above,
the option price per share may be less than 100% of the fair market value of the
share at the time the option is granted if the employee has entered into an
agreement with the Corporation to receive a stock option grant in lieu of
compensation and the amount of

compensation foregone when added to the cash exercise price of the options
equals at least the fair market value of the shares on the date of grant.

As of December 31, 2003, options covering 16,863,717 shares of First
Tennessee common stock were outstanding under the 1997 Plan, 1,422,112 shares
remained available for future option grants, and options covering 3,743,083
shares had been exercised during the year. Of the options outstanding,
approximately 45% were issued in connection with employee cash deferral
elections. The Corporation received approximately $53,254,229 in cash deferrals
to offset a portion of the exercise price. Of the 1,422,122 shares remaining
available for future option grants, approximately 90% of options to be granted
will have an option term of 10 years or less.

The 1997 Plan is included as Exhibit 10(c) in our Form 10-Q for the quarter
ended September 30, 2002, filed with the SEC.

The Advisory Board Plans. The Advisory Board Plans were adopted by the Board
of Directors in October 2001, January 1997 and January 1991. The 2002 Advisory
Board Plan will expire on January 1, 2007 and the 1997 and 1991 plans expired in
2002 and 1997, respectively. The 2002 Advisory Board Plan provides granting of
nonqualified stock options to bank regional and advisory board members who
choose to forego board fees and retainers in exchange for stock options on
shares of First Tennessee common stock.

Options granted under the 2002 Advisory Board Plan have been granted only to
regional and advisory board members who are not employees. The options are
granted in lieu of the participants receiving retainers or attendance fees for
bank board and advisory board meetings. The number of shares subject to grant
will be the amount of fees/retainers earned divided by one half of the fair
market value of one share of common stock on the date of option grant. The
exercise price plus the amount of fees foregone will equal the fair market value
of the stock on the date of the grant. The options vest after 6 months and have
a term of 20 years. In February 2004, the Compensation Committee recommended
that the Board of Directors amend the Advisory Board Plan at the April Board
meeting to limit the terms of the options granted under the plan to 10 years.

As of December 31, 2003, options covering 126,799 shares of First Tennessee
common stock were outstanding under the Advisory Board Plans, 183,678 shares
remained available for future option grants, and options covering 16,596 shares
had been exercised during the year.

The Advisory Board Plans are included as Exhibits 10(s), 10(t) and 10(u) to
our 2002 Form 10-K.

VOTE ITEM NO. 4 -- RATIFICATION OF APPOINTMENT OF AUDITORS

Appointment of Auditors for 2004
--------------------------------

KPMG LLP audited our annual financial statements for the year 2003. The
Audit Committee has appointed KPMG LLP to be our auditors for the year 2004.
Although not required by law, regulation or the rules of the New York Stock
Exchange, the Board has determined, as a matter of good corporate governance and
consistent with past practice, to submit to the shareholders as Vote Item No. 4
the ratification of KPMG LLP's appointment as our auditors for the year 2004,
and with the recommendation that the shareholders vote for Item No. 4.
Representatives of KPMG LLP are expected to be present at the annual meeting of
shareholders with the opportunity to make a statement and to respond to
appropriate questions.

Change in Auditors During 2002
------------------------------

On May 15, 2002, we dismissed our independent public accountants, Arthur
Andersen LLP ('Arthur Andersen'), and engaged KPMG LLP to serve as our
independent public accountants for fiscal year 2002. The decision was approved
by our Board of Directors upon the recommendation of the Audit Committee of the
Board of Directors.

Arthur Andersen's reports on the consolidated financial statements of First
Tennessee as of and for the years ended December 31, 2001 and 2000 did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles.

During the two fiscal years of First Tennessee ended December 31, 2001 and
the subsequent interim period through May 15, 2002, there were no disagreements
with Arthur Andersen on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Arthur Andersen, would
have caused Arthur Andersen to make reference to the subject matter of the
disagreement in connection with its reports.

None of the reportable events described in Item 304(a)(1)(v) of Regulation
S-K occurred within the two fiscal years of First Tennessee ended December 31,
2001 or within the subsequent interim period through May 15, 2002.

We provided Arthur Andersen with a copy of the foregoing disclosures and
attached a copy of Arthur Andersen's letter, dated May 15, 2002, stating its
agreement with such statements as an exhibit to the Form 8-K that we filed on
May 16, 2002.

During the two fiscal years of First Tennessee ended December 31, 2001, and
the subsequent interim period through May 15, 2002, we did not consult with KPMG
LLP regarding any of the matters or events set forth in Item 304(a)(2)(i) or
(ii) of Regulation S-K.

Fees Billed to Us by Auditors During 2002 and 2003

The table below and the paragraphs following it provide information
regarding the fees billed to us by KPMG LLP during 2002 and 2003 for services
rendered in the categories of audit fees, audit-related fees, tax fees and all
other fees.

2002 2003
---- ----

Audit Fees $ 751,500 $1,031,500
Audit-Related Fees 328,500 385,000
Tax Fees 1,052,770 17,200
All Other Fees 27,000 61,638
---------- ----------
Total $2,159,770 $1,495,338
---------- ----------
---------- ----------

Audit Fees. For the years 2002 and 2003, the aggregate fees billed to us by
KPMG LLP for professional services rendered for the audit of our financial
statements and review of the financial statements in our Form 10-Q's or for
services that are normally provided by KPMG LLP in connection with statutory and
regulatory filings or engagements were, respectively, $751,500 and $1,031,500.

Audit-Related Fees. For the years 2002 and 2003, the aggregate fees billed
to us by KPMG LLP for assurance and related services that are reasonably related
to the performance of the audit or review of our financial statements and are
not reported under 'Audit Fees' above were, respectively, $328,500 and $385,000.
The amount for 2002 consists of ERISA audits, audits of subsidiaries, compliance
attestation and other procedures, and the amount for 2003 includes all of these
and, in addition, reports on controls placed in operation and tests of operating
effectiveness.

Tax Fees. For the years 2002 and 2003, the aggregate fees billed to us by
KPMG LLP for professional services for tax compliance, tax advice, and tax
planning were, respectively, $1,052,770 and $17,200. Included in the amount for
2002 is $1 million for tax planning services rendered prior to KPMG LLP's
engagement as our auditor. The amount for 2003 consists primarily of fees for
tax compliance.

All Other Fees. For the years 2002 and 2003, the aggregate fees billed to us
by KPMG LLP for products and services other than those reported under the three
preceding paragraphs were, respectively, $27,000 and $61,638. The amount for
both years relates to certain sales training for employees of a division of the
Bank and tax preparation and planning for executives.

In July 2003, the Audit Committee adopted a policy providing for
pre-approval of all audit and non-audit services to be performed by KPMG LLP, as
the registered public accounting firm that performs the audit of our
consolidated financial statements that are filed with the SEC. A copy of the
policy is attached to this proxy statement at pages C-6 through C-10 of Appendix
C. None of the services provided to us by KPMG LLP and described in the three
paragraphs immediately preceding this one were approved pursuant to the de
minimis exception of SEC Rule 2-01(c)(7)(i)(C).

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
ITEM NO. 4.

OTHER MATTERS

The Board of Directors, at the time of the preparation and printing of this
proxy statement, knew of no other business to be brought before the meeting
other than the matters described in this proxy statement. If any other business
properly comes before the meeting, the persons named in the enclosed proxy will
have discretionary authority to vote all proxies in accordance with their best
judgment.

SHAREHOLDER PROPOSAL DEADLINES

If you intend to present a shareholder proposal at the 2005 annual meeting,
it must be received by the Corporate Secretary, First Tennessee National
Corporation, P. O. Box 84, Memphis, Tennessee, 38101, not later than November
19, 2004, for inclusion in the proxy statement and form of proxy relating to
that meeting.

In addition, Sections 2.8 and 3.6 of our Bylaws provide that a shareholder
who wishes to nominate a person for election to the Board or submit a proposal
at a shareholder meeting must comply with certain procedures whether or not the
matter is included in our proxy statement. These procedures require written
notification to us, generally not less than 90 nor more than 120 days prior to
the date of the shareholder meeting. If, however, we give fewer than 100 days'
notice or public disclosure of the shareholder meeting date to shareholders,
then we must receive the shareholder notification not later than 10 days after
the earlier of the date notice of the shareholder meeting was mailed or publicly
disclosed. The shareholder must disclose certain information about the nominee
or item proposed, the shareholder and any other shareholders known to support
the nominee or proposal. Section 2.4 of our Bylaws provides that the date and
time of the annual meeting will be the third Tuesday in April (or, if that day
is a legal holiday, on the next succeeding business day that is not a legal
holiday) at 10:00 a.m. Memphis time or such other date and/or such other time as
our Board may fix by resolution. The meeting date for 2005, determined according
to the Bylaws, is April 19, 2005. Thus, shareholder proposals submitted outside
the process that permits them to be included in our proxy statement must be
submitted to the Corporate Secretary between December 20, 2004 and January 19,
2005, or the proposals will be considered untimely. Untimely proposals may be
excluded by the Chairman or our proxies may exercise their discretion and vote
on these matters in a manner they determine to be appropriate.

EXECUTIVE COMPENSATION

The Summary Compensation Table provides information for the last three years
about Mr. Glass, who served during 2003 as Chief Executive Officer ('CEO') and
our other four most highly compensated executive officers at year end 2003. All
of the named officers are officers of both First Tennessee and the Bank. The
amounts include all compensation earned during each year, including amounts
deferred (which, if deferred into options, are disclosed only in the notes to
the table and in column (g)), by the named officers for all services rendered in
all capacities to us and our subsidiaries. Information is provided for each
entire year in which an individual served during any portion of the year as an
executive officer. Additional information is provided in tabular form below
about option grants and exercises in 2003, year-end option values, long-term
incentive plan awards and pension benefits, along with certain other information
concerning compensation of executive officers. The report of the Board's
Compensation Committee on executive compensation and information on compensation
of directors are located in the 'Corporate Governance and Board Matters' section
of this proxy statement above.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------------- ------------------------------------------------
AWARD(S) PAYOUTS
----------------------- ----------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
SECURITIES
OTHER RESTRICTED UNDERLYING
ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARD(S) SARS PAYOUTS COMPENSATION
PRINCIPAL POSITION(3) YEAR ($) ($) ($)(7) ($)(1) (#)(2) ($) ($)(9)
-----------------------------------------------------------------------------------------------------------------------------

Ralph Horn 2003 $920,426 $ -- $ -- $ -- -- $ -- $350,900
Chairman 2002 912,411 1,305,033 11,913 1,380,686 162,438 -- 376,286
of the Board (retired) 2001 861,122 1,076,403 11,544 -- 76,416 -- 383,335
J. Kenneth Glass 2003 764,346(4) 1,272,416 11,913 2,075,750 133,365(4) -- 173,196
Chairman of the Board, 2002 683,923(4) 1,014,420 11,913 1,065,269 237,353(4) -- 193,229
President & CEO 2001 556,235(4) 454,676(4) 9,505 -- 65,569(4) -- 189,136
Charles G. Burkett 2003 420,308 472,847 6,376 -- 13,681 -- 46,209
President -- Retail Fin Svs/ 2002 381,615(5) 432,692 6,376 600,016 14,390(5) -- 47,005
Memphis Fin Services 2001 246,923(5) 155,952(5) 6,376 -- 19,194(5) -- 33,812
Larry B. Martin 2003 420,308(8) 459,712(8) 6,376 -- 13,681 -- 50,530
President -- Business Fin 2002 384,615(8) 384,615(8) 6,376 600,016 14,229 -- 51,176
Svs/Tennessee Fin Svs 2001 267,641 160,260 6,376 -- 7,101 -- 38,167
Elbert L. Thomas, Jr. 2003 371,030 463,788 -- -- 12,077 -- 29,821
Executive Vice President & 2002 336,447 420,559 -- 529,630 12,561 -- 32,759
Interest Rate Risk Mgr 2001 317,098 267,098(6) -- -- 22,275(6) -- 35,247

(1) Restricted stock awards are valued on the basis of a share
of stock on the date of the award: $41.515 (4-17-2003) and
$35.14 (2-26-2002). On 12-31-03, the named officers held the
following shares of restricted stock (including RSU's
described in the following sentence) with market values as
indicated: Mr. Horn -- 159,192 shares ($7,028,326); Mr.
Glass -- 135,961 shares ($6,002,678); Mr. Burkett -- 20,409
shares ($901,057); Mr. Martin -- 20,409 shares ($901,057);
and Mr. Thomas -- 40,285 shares ($1,778,583)). The number of
shares disclosed in the preceding sentence includes
restricted stock units ('RSU's), described in note (2) to
the Stock Ownership Table, with respect to which
restrictions had not lapsed at 12-31-03, as follows: Mr.
Horn -- 109,934 RSU's; Mr. Glass -- 49,216 RSU's; Mr.
Thomas -- 21,676 RSU's; Messrs. Burkett and Martin -- 0
RSU's. Dividends are paid on restricted stock (and dividend
equivalents are paid on RSU's) at the same rate as all other
shares of common stock. Deferred dividend equivalents on
RSU's accrue interest at a 10-year Treasury rate and are
settled only in cash.

(2) All amounts represent shares subject to option. No stock
appreciation rights (SAR's) were awarded.

(3) Mr. Horn retired on December 31, 2003. Mr. Glass was elected
Chairman of the Board on October 20, 2003, effective
January 1, 2004, following Mr. Horn's retirement.

(4) In 2002, 2001 and 2000 Mr. Glass elected to receive a
deferred compensation stock option in lieu of $50,000,
$50,000, and $50,000 of his salary earned for the following
year. The amounts in column (c) do not include these
amounts, in lieu of which options for 1,142 shares, 1,139
shares, 1,368 shares, 1,315 shares, 3,482 shares and 3,546
shares (included in the amounts in column (g)) were granted
on 1-2-04, 7-1-03, 1-2-03, 7-1-02, 1-2-02 and 7-2-01,
respectively. In 2001 Mr. Glass received a deferred
compensation stock option in lieu of $151,559 of his annual
bonus. The amount in column (d) for 2001 does not include
this amount, in lieu of which options for 21,565 shares
(included in the amount in column (g)) were granted on
2-26-02.

(5) In 2001 and 2000 Mr. Burkett elected to receive a deferred
compensation stock option in lieu of $3,000 and $3,000 of
his salary earned for the following year. The amount in
column (c) does not include this amount, in lieu of which
options for 82, 79, 209 and 213 shares (included in the
amounts in column (g)) were granted on 1-2-03, 7-1-02,
1-2-02 and 7-2-01, respectively. In 2000 Mr. Burkett elected
to receive a deferred compensation stock option in lieu of
$47,001 of his annual bonus for the following year. The
amount in column (d) for 2001 does not include this amount,
in lieu of which options for 6,686 shares (included in the
amount in column (g)) were granted on 2-26-02. In 2001 Mr.
Burkett received a deferred

(footnotes continued on next page)

(footnotes continued from previous page)

compensation stock option in lieu of $39,317 of his annual
bonus earned for 2001. The amount in column (d) for 2001
does not include this amount, in lieu of which options for
5,594 shares (included in the amount in column (g)) were
granted on 2-26-02.

(6) In 2000 Mr. Thomas elected to receive a deferred
compensation stock option in lieu of a portion of his annual
bonus for the following year. The amount in column (d) for
2001 does not include bonus of $50,000 in lieu of which
options for 7,112 shares (included in the amounts in column
(g)) were granted on 2-26-02.

(7) The amounts in column (e) for all years represent automobile
allowance tax gross-up payments.

(8) In 2003, Mr. Martin elected to defer $275,827 of his annual
bonus for the 2003 year into the First Tennessee National
Corporation Nonqualified Deferred Compensation Plan that
accrues earnings based on returns of various mutual fund
investments. This amount is included in column (d) for the
year 2003. In 2002 Mr. Martin elected to defer $288,461 of
his annual bonus into the U.S. Treasury rate program. This
amount is included in column (d) for the year 2002.

(9) Elements of 'All Other Compensation' for 2003 consist of the
following:

ALL OTHER COMPENSATION

ABOVE SURBEN/ AUTO
MARKET RATE SERP FLEX $ 401K MATCH ALLOWANCE TOTAL
----------- ---- ------ ---------- --------- -----

Mr. Horn.............................................. $102,672 $235,228 $ 7,000 $ 6,000 $ -- $350,900
Mr. Glass............................................. $ 54,955 $ 89,379 $ 7,000 $ 5,712 $16,150 $173,196
Mr. Burkett........................................... $ -- $ 22,559 $ 7,000 $ 6,000 $10,650 $ 46,209
Mr. Martin............................................ $ 445 $ 27,012 $ 7,000 $ 5,423 $10,650 $ 50,530
Mr. Thomas............................................ $ -- $ 20,328 $ 7,000 $ 2,493 $ -- $ 29,821

'Above Mkt Rate' represents above-market interest accrued on deferred
compensation.

'Sur Ben/SERP' represents insurance premiums with respect to our
supplemental life insurance and excess pension plans. Under our Survivor
Benefits Plan a benefit of 2 1/2 times final annual base salary is paid upon the
participant's death prior to retirement (or 2 times final salary upon death
after retirement). See the paragraph following the Pension Plan Table for a
description of our Pension Restoration Plan ('SERP').

'Flex $' represents First Tennessee's contribution to the Flexible Benefits
Plan, based on salary, service and corporate performance.

'401(k) Match' represents First Tennessee's 50% matching contribution to the
401(k) Savings Plan, which is based on the amount of voluntary contributions by
the participant to the FTNC stock fund, up to 6% of compensation.

The following table provides information about stock options granted during
2003 to the officers named in the Summary Compensation Table. No stock
appreciation rights (SAR's) were granted during 2003.

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS
---------------------------------------------
(b) NUMBER OF (c) % OF (h) ALTERNATIVES
SECURITIES TOTAL TO (f) AND (g)
UNDERLYING OPTIONS/SARS GRANT DATE VALUE.
OPTIONS/SAR'S GRANTED TO (d) EXERCISE OR GRANT DATE
GRANTED EMPLOYEES IN BASE PRICE(2) (e) EXPIRATION PRESENT VALUE
(a) NAME (#)(1) FISCAL YEAR ($ PER SHARE)(1) DATE ($)(4)
--------------------------------------------------------------------------------------------------------------------

Mr. Horn --

Mr. Glass 1,368 0.03% 18.28 1/2/2023 $ 25,089
42,411 1.42% 38.74 3/3/2010 $ 401,632
131,084 4.38% 38.74 3/3/2010 $1,241,365
1,139 0.03% 21.94 7/1/2023 $ 24,990

Mr. Burkett 82 0.00% 18.28 1/2/2023 $ 1,504
13,681 0.35% 38.74 3/3/2010 $ 124,497

Mr. Martin 13,681 0.35% 38.74 3/3/2010 $ 124,497

Mr. Thomas 5,431 0.14% 37.80 4/16/2007 $ 48,933
11,539 0.29% 37.80 2/24/2017 $ 103,966
4,499 0.11% 37.80 7/1/2017 $ 40,536
12,077 0.30% 38.74 3/3/2010 $ 109,901
13,260 0.33% 43.23 2/19/2018 $ 142,147
5,046 0.13% 43.23 7/1/2018 $ 54,093
4,231 0.11% 43.23 1/3/2020 $ 45,356
3,807 0.10% 44.65 1/2/2018 $ 40,659
5,270 0.13% 44.65 1/4/2019 $ 56,284
4,478 0.11% 44.65 2/26/2022 $ 47,825
10,317 0.26% 44.80 2/23/2011 $ 119,471
3,501 0.09% 44.80 7/1/2019 $ 40,542

(1) All options except those marked with footnote (2) or (3)
were granted on 3-03-03 and vest 50% after three years from
the date of grant and 100% after four years, with
accelerated vesting if certain performance criteria (our
stock price equals or exceeds $52.98 on 3-03-06 or on 5
consecutive days before 3-03-06) are met. No SAR's were
granted. The exercise price per share equals the fair market
value of one share of our common stock on the date of grant.
Under the terms of all options, including those marked with
footnote (2) and (3), participants are permitted to pay the
exercise price of the options with our stock; participants
are permitted to defer receipt of shares upon an exercise
and thereby defer gain; options exercised more than one year
prior to the end of their term are eligible for a reload
option grant when the exercise price is paid with our stock,
with the reload option grant for the number of shares
surrendered and having an exercise price equal to fair
market value at the time of the first exercise and a term
equal to the remainder of the first option's term; the
option plan provides for tax withholding rights upon
approval of the plan committee; and upon a Change in Control
(as defined in the subsection entitled Employment Contracts
and Termination of Employment and Change-in-Control
Arrangements), all options vest.

(2) Options indicated by footnote (2) were granted during 2003
in lieu of compensation earned during 2002 and 2003. Mr.
Glass was granted 1,368 shares on 1-2-2003 in lieu of
$25,000 of his 2002 salary and 1,139 shares on 7-1-03 in
lieu of $25,000 of his 2003 salary. Mr. Burkett was granted
82 shares on 1-2-03 in lieu of $1,500 of his 2002 salary.
The exercise price per share equals 50% of the fair market
value ('FMV') of one share of First Tennessee common stock
on the grant date on 1-2-03 and 7-1-03. The options vest six
months after the grant date. No SAR's were granted. FMV on
the grant dates was $36.56 and $43.88 on 1-02-03 and 7-1-03,
respectively.

(footnotes continued on next page)

(footnotes continued from previous page)

(3) Option indicated by footnote (3) were granted in accordance
with a reload option as explained in footnote (1). Mr.
Thomas was awarded options of 5,431, 11,539 and 4,499 shares
on 2-11-03; 13,260, 5,046 and 4,231 shares on 4-24-03;
3,807, 5,270 and 4,478 shares on 5-27-03; and 10,317 and
3,501 shares on 2-11-03. FMV on the grant date was $37.795
on 2-11-03; $43.23 on 4-24-03; $44.65 on 5-27-03 and $44.80
on 11-26-03.

(4) A variation of the Black-Scholes option-pricing model has
been used. The following assumptions were made for purposes
of calculating the Grant Date Value of the options granted
1-2-2003 (options in lieu of compensation), 3-3-2003
(management grants), 7-1-2003 (options in lieu of
compensation), three reloads dated 2-11-03; three reloads dated
4-24-03; three reloads dated 5-27-03 and two reloads dated
11-26-03 respectively: an exercise price of $18.28, $38.735,
$21.94, $37.795, $37.795, $37.795, $43.23, $43.23, $43.23,
$44.65, $44.65, $44.65, $44.80 and $44.80; an option term of
20 years, 7 years, 20 years, 14 years, 14 years, 7 years, 17
years, 15 years, 15 years, 15 years, 16 years, 19 years, 16
years and 8 years; an interest rate of 2.71%, 3.32%, 2.10%,
3.63%, 3.63%, 3.63%, 3.61%, 3.61%, 3.61%, 3.04%, 3.04%,
3.04%, 3.85% and 3.85%; volatility of 27.67%, 27.67%,
29.60%, 27.67%, 27.67%, 27.67%, 27.07%, 27.07%, 27.07%,
27.07%, 27.07%, 27.07%, 27.30% and 27.30%; a dividend yield
of 3.28%, 3.10%, 2.73%, 3.18%, 3.18%, 3.18%, 2.78%, 2.78%,
2.78%, 2.69%, 2.69% 2.69%, 2.68% and 2.68%; and an expected
life of 4, 7, 4, 7, 7, 7, 7, 7, 7, 7, 7, 7, 7 and 7 years to
reflect the probability of a shortened option term due to
exercise prior to the option expiration date. The actual
value, if any, realized by a participant upon the exercise
of an option may differ and will depend on the future market
price of our common stock.

The following table provides information about stock options and SARs held
at December 31, 2003, and exercises during 2003 by the officers named in the
Summary Compensation Table. The values in column (c) represent the difference
between the fair market value of the shares on the exercise date and the
exercise price of the option. The values in column (e) reflect the spread
between the market value at December 31, 2003, of the shares underlying the
option and the exercise price of the option.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTIONS/SAR VALUES

(d)
NUMBER OF SECURITIES (e)
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
(b) OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
SHARES (c) FISCAL YEAR-END(1) AT FISCAL YEAR-END(1)
ACQUIRED VALUE --------------------------- ---------------------------
(a) ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME (#) ($) (#) (#) ($) ($)
-------------------------------------------------------------------------------------------------------------------

Mr. Horn -- $ -- 730,448 181,750 $16,730,916 $1,541,201
Mr. Glass 10,236 $ 318,442 352,918 418,649 $ 7,460,116 $2,964,599
Mr. Burkett -- $ -- 38,434 30,234 $ 533,914 $ 211,560
Mr. Martin 6,780 $ 236,893 74,640 30,452 $ 1,595,715 $ 212,436
Mr. Thomas 117,713 $1,922,405 147,889 29,778 $ 791,294 $ 199,174

(1) No SARs are attached to any of the options in the table.
Option values are based on $44.15 per share, the average of
the high and low sales price on December 31, 2003.

The following table provides information about Long-Term Incentive Program
('LTIP') awards made during 2003 to the officers named in the Summary
Compensation Table.

LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR

ESTIMATED FUTURE PAYOUTS UNDER
NON-STOCK PRICED-BASED PLANS
-----------------------------------
(a) (b) (c) (d) (e) (f)
PERFORMANCE OR
NUMBER OF SHARES, OTHER PERIOD
UNITS OR UNTIL MATURATION THRESHOLD TARGET MAXIMUM
NAME OTHER RIGHTS (#) OR PAYOUT ($) ($) ($)
-------------------------------------------------------------------------------------------------------------------

Mr. Horn -- -- $ -- $ -- $ --
Mr. Glass 28,900 2003 - 2005 $ -- $1,548,014 $2,310,469
Mr. Burkett 12,000 2003 - 2005 $ -- $ 639,180 $ 954,000
Mr. Martin 12,000 2003 - 2005 $ -- $ 639,180 $ 954,000
Mr. Thomas 10,600 2003 - 2005 $ -- $ 564,241 $ 842,150

(1) Dollar amounts in columns (e) and (f) include the market
value as of the date of grant of the restricted stock shown
in column (b).

The Long-Term Incentive Program's objective is to provide a total cumulative
award of up to 225 percent of our executives' annual bonus potential and is paid
(or settled) with restricted stock and cash. The amount of the award is based on
First Tennessee's P/E ratio relative to a peer group (the American Banker Top 50
banks as identified at the beginning of the performance period) as of the
measurement date (January 31, 2006) provided the ratio increases during the
performance period. The alternative criterion is based on the compound average
annual growth rate in our stock price over the performance period. The initial
performance period covers three years (2003-2005). A portion of the awards under
the program is

made at the beginning of the performance period in shares of restricted stock.
To the extent that the market value of the restricted stock at the end of the
performance period exceeds the payout achieved under the program by a
participant, the participant will forfeit shares of the restricted stock. To the
extent that the market value of the restricted stock at the end of the
performance period is less than the payout achieved under the program by a
participant, the participant will be paid the shortfall in cash. This program is
designed to tie the executive's long-term compensation directly to increases in
shareholder value.

The following table provides information about estimated combined benefits
under both our Pension Plan and our Pension Restoration Plan.

PENSION PLAN TABLE

COVERED COMPENSATION
15 YRS. 20 YRS. 25 YRS. 30 YRS. 35 YRS. 40 YRS.

$ 100,000............................ $ 47,135 $ 55,676 $ 64,218 $ 67,825 $ 71,432 $ 75,040
150,000............................ 61,937 75,412 88,888 94,962 101,036 107,111
200,000............................ 76,739 95,148 113,558 122,099 130,640 139,182
250,000............................ 91,541 114,884 138,228 149,236 160,244 171,253
300,000............................ 106,343 134,620 162,898 176,373 189,848 203,324
350,000............................ 121,145 154,356 187,568 203,510 219,452 235,395
400,000............................ 135,947 174,092 212,238 230,647 249,056 267,466
450,000............................ 150,749 193,828 236,908 257,784 278,660 299,537
500,000............................ 165,551 213,564 261,578 284,921 308,264 331,608
550,000............................ 180,353 233,300 286,248 312,058 337,868 363,679
600,000............................ 195,155 253,036 310,918 339,195 367,472 395,750
650,000............................ 209,957 272,772 335,588 366,332 397,076 427,821
700,000............................ 224,759 292,508 360,258 393,469 426,680 459,892
750,000............................ 239,561 312,244 384,928 420,606 456,284 491,963
800,000............................ 254,363 331,980 409,598 447,743 485,888 524,034
850,000............................ 269,165 351,716 434,268 474,880 515,492 556,105
900,000............................ 283,967 371,452 458,938 502,017 545,096 588,176
950,000............................ 298,769 391,188 483,608 529,154 574,700 620,247
1,000,000............................ 313,571 410,924 508,278 556,291 604,304 652,318
1,050,000............................ 328,373 430,660 532,948 583,428 633,908 684,389
1,100,000............................ 343,175 450,396 557,618 610,565 663,512 716,460

* Benefit shown is subject to limitations fixed by the Secretary of the Treasury
pursuant to Section 415 of the Tax Code. The limitation is $160,000 for 2003
or 100% of the employee's average income in his three highest paid years,
whichever is less.

Our Pension Plan is integrated with social security under an 'offset'
formula, applicable to all participants. Retirement benefits are based upon a
participant's average base salary for the highest 60 consecutive months of the
last 120 months of service ('Covered Compensation'), service, and social
security benefits. Benefits are normally payable in monthly installments after
age 65. The normal form of benefit payment for a married participant is a
qualified joint and survivor annuity with the surviving spouse receiving for
life 50 percent of the monthly amount the participant received. The normal form
of benefit payment for an unmarried participant is an annuity payable for life
and 10 years certain. For purposes of the plan, 'compensation' is defined as the
total cash remuneration reportable on the employee's IRS form W-2, plus pre-tax
contributions under the Savings Plan and employee contributions under the
Flexible Benefits Plan, excluding bonuses, commissions, and incentive and
contingent compensation. Our Pension Restoration Plan is an unfunded plan
covering employees in the highest salary grades, including all executive
officers, whose benefits under the Pension Plan have been limited under Tax Code
Section 415, as described in the note to the Pension Table, and Tax Code Section
401(a)(17), which limits compensation to $200,000 for purposes of certain
benefit calculations. 'Compensation' is defined in the same manner as it is for
purposes of the Pension Plan. Under the Pension Restoration Plan participants
receive the difference between the monthly pension payable, if Tax Code
limitations did not apply, and the actual pension payable. The amounts shown in
the table are annual benefits payable (including any social security payments)
in the event of

retirement on December 31, 2003 at age 65 of a participant with a spouse who is
age 65, assuming receipt of a qualified joint and 50% survivor annuity. The
estimated credited years of service and the compensation covered by the plans
for each of the individuals named in the Summary Compensation Table are as
follows: Mr. Horn (40) $835,892, Mr. Glass (30) $590,432, Mr. Burkett (34)
$272,328, Mr. Martin (34) $235,834, and Mr. Thomas (14) $252,129.

Employment Contracts and Termination of Employment and Change-in-Control
Arrangements
------------------------------------------------------------------------

We have contracts with approximately 70 officers, including each of the
named executive officers, which may be terminated upon three years' prior
notice. These contracts provide generally for a payment (which, for the named
executive officers, is equal to three times annual base salary plus annual
target bonus) in the event of a termination of the officer's employment by us
other than 'for cause' or by the employee for 'good reason' (as such terms are
defined in the contracts) within 36 months after a 'Change-in-Control' or the
officer's termination of employment for any reason (other than 'cause') during
the 30-day period commencing one year after a Change-in-Control. The contracts
provide generally for an excise tax gross-up with respect to any taxes incurred
under Tax Code Section 4999 following a Change-in-Control and for 3 years
continued welfare benefits. The term 'Change-in-Control' is defined to include:

a merger or other business combination, unless (i) more than
50 percent of the voting power of the corporation resulting
from the business combination is represented by our voting
securities outstanding immediately prior thereto, (ii) no
person or other entity beneficially owns 20 percent or more
of the resulting corporation, and (iii) at least a majority
of the members of the board of directors of the resulting
corporation were our directors at the time of board approval
of the business combination (solely for purposes of the
severance contracts, but not for purposes of their 30-day
termination period, the '50 percent' test in clause (i) is
changed to '60 percent' and the 'majority of the board' test
in clause (iii) is changed to 'two-thirds of the board'),

the acquisition by a person or other entity of 20 percent or
more of our outstanding voting stock,

a change in a majority of the Board of Directors, or

shareholder approval of a plan of complete liquidation or a
sale of substantially all of our assets.

A Change-in-Control has the following effect on certain benefit plans in
which the named executive officers participate:

Target annual bonuses are prorated through the date of the
Change-in-Control and paid.

Restricted stock, restricted stock units, phantom stock
units and unvested stock options vest.

Under our Pension Restoration Plan, a lump sum payout is
made to participants of the present value, using a discount
rate of 4.2 percent, of the participant's scheduled
projected benefits, assuming periodic distributions of the
participant's accrued benefit in the normal form under the
plan, actuarially adjusted according to a formula for the
participant's age at the time of the Change-in-Control.

Excess funding in the Pension Plan is allocated, according
to a formula, to participants and retirees.

Deferred compensation under individual deferral agreements
which accrue interest based on the 10-year Treasury rate and
certain other benefits are paid over to previously
established rabbi trusts. Funds in such trusts will remain
available for the benefit of our general creditors prior to
distribution.

Our Survivor Benefits Plan generally cannot be amended to
reduce benefits.

Under the Directors and Executives Deferred Compensation
Plan under which new deferrals have not been permitted since
1995, a lump sum payout is made to participating employees
and certain terminated employees of the present value, using
a discount rate of 4.2 percent, of the participant's
scheduled projected distributions, assuming employment
through normal retirement date and continued interest
accruals at above-market rates, described in the
'Compensation of Directors' section below.

Mr. Horn has elected to accept an early retirement as defined in our Pension
Plan. We have entered into an agreement providing for a special separation
package with Mr. Horn. The agreement provides for retirement benefits under the
Pension Plan and Pension Restoration Plan to be computed and supplemental
retirement payments to be made as though Mr. Horn had continued in employment
until age 65. It also provides for the continued accrual of interest under the
Directors' and Executives' Deferred Compensation

Plan at the applicable rate (as defined in the plan). Under the agreement, the
restrictions on Mr. Horn's shares of restricted stock will lapse on an
accelerated basis, and his outstanding options will continue to vest as
originally scheduled, with unexercised management options and unexercised
deferral options expiring three years and five years, respectively, after his
date of retirement. Like other early retirees, Mr. Horn will retain his medical
coverage with us so long as he pays the necessary premiums, and our Survivor
Benefit Plan will remain in effect. Mr. Horn will be provided office space and
administrative support, as well as tax preparation and financial planning
services, until he reaches age 75. The agreement also contains confidentiality
obligations, as well as non-disclosure and non-compete provisions that will
remain in effect for a period of three years after Mr. Horn's retirement.

Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------

Messrs. Haslam, Martin and Blattberg and Ms. Palmer, all of whom are
non-employee directors, served as members of the Board of Director's
Compensation Committee ('Committee'), during all or a portion of 2003. Refer to
the Table in 'Corporate Governance and Board Matters -- Structure and
Composition of the Board and Committees' above for additional committee
information. No interlocking relationships existed with respect to any of the
members of the Committee. Mr. Horn, however, who retired December 31, 2003,
served during 2003 on the compensation committee of Gaylord Entertainment
Company, of which Mr. Rose is Chairman.

Certain Relationships and Related Transactions
----------------------------------------------

Our banking subsidiaries have had banking transactions in the ordinary
course of business with our executive officers, directors, nominees, and their
associates which are reported in a note to our financial statements, and they
expect to have such transactions in the future. Such transactions, which at
December 31, 2003, amounted to percent of our shareholders' equity, have been
on substantially the same terms, including interest rates and collateral on
loans, as those prevailing at the same time for comparable transactions with
others and have not involved more than normal risk of collectibility or
presented other unfavorable features.

During 2003, the Bank made lease payments on one of its branches to Lacy
Mosby & Sons, Inc., a business in which an equity investment is owned by Marlin
L. Mosby, Jr., the father of Marlin L. Mosby, III, who was designated as an
executive officer of First Tennessee in October 2002. The lease, which was an
arm's length transaction at market rates, was entered into in 1997, has a 30
year term, provides for monthly payments of $3,000, increasing in increments to
$7,000 per month in 2017, and has renewal options. The Bank has leased this
location or an adjacent property from this business for over 30 years.

During 2003, Luke Yancy IV and Tanika C. Yancy, the son and daughter-in-law
of Luke Yancy III, were employed as a commercial loan officer and as an
operations coordinator, respectively, by the Bank. Together they received an
aggregate of approximately $140,000 in total compensation in 2003 in connection
with their employment. Both Mr. Yancy and Mrs. Yancy were compensated comparably
to similarly situated employees, and neither of them is one of our executive
officers.

During 2003, a family limited partnership controlled by Mr. Rose entered
into a five-year interest rate swap agreement with the Bank to hedge floating
rate interest exposure on a loan. Under the swap transaction, which was in the
ordinary course of business on terms comparable to what the Bank would offer to
non-affiliated parties, the partnership made a payment of $79,779 to the Bank.
The Bank offset its exposure on the swap by entering into a mirror-image swap
with a non-affiliated counter-party.

Notwithstanding anything to the contrary set forth in any of our previous
filings under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, that might incorporate future filings by reference,
including this proxy statement, in whole or in part, the following Total
Shareholder Return Performance Graph shall not be incorporated by reference into
any such filings.

Total Shareholder Return Performance Graph
------------------------------------------

The following graph compares the yearly percentage change in our cumulative
total shareholder return with returns based on the Standard and Poor's 500 index
and a peer group index, which is described below and in a footnote to the graph.
It should be noted that the 'total shareholder return' reflected in the graph is
not comparable to the 'total shareholder return' described in the Compensation
Committee Report because the former has a different measurement period and it
has been adjusted and weighted for the market

capitalization of the companies in the peer group, as required by SEC
regulations. Our peer group consists of the American Banker Top 50 banking
organizations (excluding First Tennessee) as measured by market capitalization
as of the end of the most recent fiscal year.

TOTAL SHAREHOLDER RETURN
1998 - 2003

[PERFORMANCE GRAPH]

1998 1999 2000 2001 2002 2003

First Tennessee $100 $ 76 $ 81 $ 95 $107 $135
S&P 500 100 121 110 143 76 93
American Banker Top 50 100 110 135 132 116 153
The graph assumes $100 is invested on December 31, 1998 and dividends are reinvested. Returns are
market-capitalization weighted.

The American Banker Top 50 consists of the following (with First Tennessee
excluded): AmSouth Bancorporation, Associated Banc Corp, Bank Hawaii, Banknorth
Group, Inc., Banc One Corporation, BankAmerica Corporation, Bank of New York
Co., Inc., BOK Financial, Branch Banking and Trust Company, Charter One
Financial, Inc., Citigroup Inc., City National Corp., Comerica Incorporated,
Commerce Bancorp, Commerce Bancshares, Inc., Compass Bancshares, Inc., Fifth
Third Bancorp, First Merit Corp, Fleet Boston Financial Corp., Fulton Financial
Corp., Hibernia Corporation, Huntington Bancshares Incorporated, J.P. Morgan
Chase & Co., KeyCorp, M & T Bank Corporation, Marshall & Ilsley Corporation,
Mellon Financial Corporation, Mercantile Bankshares Corporation, National City
Corporation, National Commerce Bancorp, North Fork Bancorporation, Northern
Trust Corporation, PNC Financial Services, Popular Inc., Regions Financial Corp,
Sky Financial Group, Inc. SouthTrust Corporation, State Street Corporation,
SunTrust Banks, Inc., Synovus Financial Corporation, TCF Financial Corp,
UnionBanCal Corporation, Union Planters Corporation, U.S. Bancorp, Valley
National Bancorp, Wachovia Corporation, Wells Fargo & Company, Wilmington Trust,
and Zions Bancorporation.

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

Section 16(a) of the Securities Exchange Act of 1934, as amended ('Exchange
Act') requires our directors and officers to file with the SEC initial reports
of ownership and reports of changes in ownership of our common stock and to
furnish us with copies of all forms filed.

To our knowledge, based solely on a review of the copies of such reports
furnished to us and written representations that no other reports were required,
during the past fiscal year all Section 16(a) filing requirements applicable to
our officers and directors were complied with.

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

AVAILABILITY OF ANNUAL REPORT ON FORM 10-K

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

A COPY OF OUR ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS
AND SCHEDULES THERETO, WHICH IS FILED WITH THE SEC, IS AVAILABLE FREE OF CHARGE
TO EACH SHAREHOLDER OF RECORD UPON WRITTEN REQUEST TO THE TREASURER, FIRST
TENNESSEE NATIONAL CORPORATION, P. O. BOX 84, MEMPHIS, TENNESSEE, 38101. Each
such written request must set forth a good faith representation that as of the
record date specified in the notice of annual shareholders' meeting the person
making the request was a beneficial owner of a security entitled to vote at the
annual meeting of shareholders.

The exhibits to the Annual Report on Form 10-K will also be supplied upon
written request to the Treasurer and payment to us of the cost of furnishing the
requested exhibit or exhibits. A document containing a list of each exhibit to
Form 10-K, as well as a brief description and the cost of furnishing each such
exhibit, will accompany the Annual Report on Form 10-K.

BY ORDER OF THE
BOARD OF DIRECTORS

/s/ CLYDE A. BILLINGS, JR.
---------------------------------
CLYDE A. BILLINGS, JR.
Senior Vice President,
Assistant General Counsel and
Corporate Secretary

March 10, 2004

APPENDIX A

FIRST TENNESSEE NATIONAL CORPORATION
2003 EQUITY COMPENSATION PLAN

(AS AMENDED AND RESTATED FEBRUARY 17, 2004)
-------------------------------------------

SECTION 1 -- PURPOSE

This plan shall be known as the 'First Tennessee National Corporation 2003
Equity Compensation Plan' (the 'Plan'). The purpose of the Plan is to promote
the interests of First Tennessee National Corporation, a Tennessee corporation
(the 'Company'), and its shareholders by (i) attracting and retaining officers,
employees, and non-employee directors of the Company and its Subsidiaries, (ii)
motivating such individuals by means of performance-related incentives to
achieve long-range performance goals, (iii) enabling such individuals to
participate in the long-term growth and financial success of the Company, (iv)
encouraging ownership of stock in the Company by such individuals, and (v)
linking compensation to the long-term interests of shareholders. With respect to
any awards granted under the Plan that are intended to comply with the
requirements of 'performance-based compensation' under Section 162(m) of the
Code (as defined below), the Plan shall be interpreted in a manner consistent
with such requirements.

SECTION 2 -- DEFINITIONS

As used in the Plan, the following terms shall have the meanings set forth
below:

'AWARD' shall mean any Option, Stock Appreciation Right, Restricted Stock,
Restricted Stock Unit or Performance Award granted under the Plan, whether
singly or in combination, to a Participant pursuant to such terms, conditions,
restrictions and/or limitations, if any, as may be established from time to
time.

'AWARD AGREEMENT' shall mean any written or electronic agreement, contract,
notice or other instrument or document evidencing any Award, which may, but need
not, be executed or acknowledged by a Participant.

'BOARD' shall mean the Board of Directors of the Company.

'CAUSE' shall mean (i) a Participant's conviction of, or plea of guilty or
nolo contendere (or similar plea) to, (A) a misdemeanor charge involving fraud,
false statements or misleading omissions, wrongful taking, embezzlement,
bribery, forgery, counterfeiting or extortion, (B) a felony charge or (C) an
equivalent charge to those in clauses (A) and (B) in jurisdictions which do not
use those designations; (ii) the engaging by a Participant in any conduct which
constitutes an employment disqualification under applicable law (including
statutory disqualification as defined under the Exchange Act); (iii) a
Participant's failure to perform his or her duties to the Company or its
Subsidiaries; (iv) a Participant's violation of any securities or commodities
laws, any rules or regulations issued pursuant to such laws, or the rules and
regulations of any securities or commodities exchange or association of which
the Company or any of its Subsidiaries or affiliates is a member; (v) a
Participant's violation of any policy of the Company or its Subsidiaries
concerning hedging or confidential or proprietary information, or a
Participant's material violation of any other policy of the Company or its
Subsidiaries as in effect from time to time; (vi) the engaging by a Participant
in any act or making any statement which impairs, impugns, denigrates,
disparages or negatively reflects upon the name, reputation or business
interests of the Company or its Subsidiaries; or (vii) the engaging by the
Participant in any conduct detrimental to the Company or its Subsidiaries. The
determination as to whether Cause has occurred shall be made by the Committee in
its sole discretion. The Committee shall also have the authority in its sole
discretion to waive the consequences under the Plan or any Award Agreement of
the existence or occurrence of any of the events, acts or omissions constituting
Cause.

'CHANGE IN CONTROL' shall mean, unless otherwise defined in the applicable
Award Agreement, the occurrence of any one of (and shall be deemed to have
occurred on the date of the earliest to occur of) the following events:

(i) individuals who, on January 21, 1997, constitute the Board (the
'Incumbent Directors') cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a director

A-1

subsequent to January 21, 1997, whose election or nomination for election
was approved by a vote of at least three-fourths (3/4) of the Incumbent
Directors then on the Board (either by a specific vote or by approval of the
proxy statement of the Company in which such person is named as a nominee
for director, without written objection to such nomination) shall be an
Incumbent Director; provided, however, that no individual elected or
nominated as a director of the Company initially as a result of an actual or
threatened election contest with respect to directors or as a result of any
other actual or threatened solicitation of proxies or consents by or on
behalf of any person other than the Board shall be deemed to be an Incumbent
Director;

(ii) any 'Person' (for purposes of this definition only, as defined
under Section 3(a)(9) of the Exchange Act as used in Section 13(d) or
Section 14(d) of the Exchange Act) is or becomes a 'beneficial owner' (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 20% or more of the combined voting
power of the Company's then outstanding securities eligible to vote for the
election of the Board (the 'Company Voting Securities'); provided, however,
that the event described in this paragraph (ii) shall not be deemed to be a
Change in Control by virtue of any of the following acquisitions: (A) by the
Company or any Subsidiary, (B) by an employee stock ownership or employee
benefit plan or trust sponsored or maintained by the Company or any
Subsidiary, (C) by any underwriter temporarily holding securities pursuant
to an offering of such securities, or (D) pursuant to a Non-Qualifying
Transaction (as defined in paragraph (iii) hereof);

(iii) the shareholders of the Company approve a merger, consolidation,
share exchange or similar form of corporate transaction involving the
Company or any of its Subsidiaries that requires the approval of the
Company's shareholders, whether for such transaction or the issuance of
securities in the transaction (a 'Business Combination'), unless immediately
following such Business Combination: (A) more than 50% of the total voting
power of (x) the corporation resulting from such Business Combination (the
'Surviving Corporation'), or (y) if applicable, the ultimate parent
corporation that directly or indirectly has beneficial ownership of 100% of
the voting securities eligible to elect directors of the Surviving
Corporation (the 'Parent Corporation'), is represented by Company Voting
Securities that were outstanding immediately prior to the consummation of
such Business Combination (or, if applicable, is represented by shares into
which such Company Voting Securities were converted pursuant to such
Business Combination), and such voting power among the holders thereof is in
substantially the same proportion as the voting power of such Company Voting
Securities among the holders thereof immediately prior to the Business
Combination, (B) no Person (other than any employee benefit plan sponsored
or maintained by the Surviving Corporation or the Parent Corporation), is or
becomes the beneficial owner, directly or indirectly, of 20% or more of the
total voting power of the outstanding voting securities eligible to elect
directors of the Parent Corporation (or, if there is no Parent Corporation,
the Surviving Corporation) and (C) at least a majority of the members of the
board of directors of the Parent Corporation (or, if there is no Parent
Corporation, the Surviving Corporation) were Incumbent Directors at the time
of the Board's approval of the execution of the initial agreement providing
for such Business Combination (any Business Combination which satisfies all
of the criteria specified in (A), (B) and (C) above shall be deemed to be a
'Non-Qualifying Transaction'); or

(iv) the shareholders of the Company approve a plan of complete
liquidation or dissolution of the Company or a sale of all or substantially
all of the Company's assets.

Computations required by paragraph (iii) shall be made on and as of the date of
shareholder approval and shall be based on reasonable assumptions that will
result in the lowest percentage obtainable. Notwithstanding the foregoing, a
Change in Control of the Company shall not be deemed to have occurred solely
because any Person acquires beneficial ownership of more than twenty percent
(20%) of the Company Voting Securities as a result of the acquisition of Company
Voting Securities by the Company which reduces the number of Company Voting
Securities outstanding; provided, that if after such acquisition by the Company
such Person becomes the beneficial owner of additional Company Voting Securities
that increases the percentage of outstanding Company Voting Securities
beneficially owned by such Person, a Change in Control of the Company shall then
occur.

'CODE' shall mean the Internal Revenue Code of 1986, as amended from time to
time.

'COMMITTEE' shall mean a committee of the Board composed solely of not less
than two Non-Employee Directors, all of whom shall (i) satisfy the requirements
of Rule 16b-3(b)(3) of the Exchange Act, (ii) be

A-2

'outside directors' within the meaning of Section 162(m) and (iii) otherwise
meet any 'independence' requirements promulgated by any stock exchange on which
the shares are listed. The members of the Committee shall be appointed by and
serve at the pleasure of the Board.

'COMPANY' shall mean First Tennessee National Corporation, a Tennessee
corporation, and its successors and assigns.

'COVERED OFFICER' shall mean at any date (i) any individual who, with
respect to the previous taxable year of the Company, was a 'covered employee' of
the Company within the meaning of Section 162(m); provided, however, that the
term 'Covered Officer' shall not include any such individual who is designated
by the Committee, in its discretion, at the time of any Award or at any
subsequent time, as reasonably expected not to be such a 'covered employee' with
respect to the current taxable year of the Company, and (ii) any individual who
is designated by the Committee, in its discretion, at the time of any Award or
at any subsequent time, as reasonably expected to be such a 'covered employee'
with respect to the current taxable year of the Company or with respect to the
taxable year of the Company in which any applicable Award will be paid.

'DISABILITY' shall mean, unless otherwise defined in the applicable Award
Agreement, a disability that would qualify as a total and permanent disability
under the long-term disability plan then in effect at the Employer employing the
Participant at the onset of such total and permanent disability.

'EMPLOYEE' shall mean an employee of any Employer.

'EMPLOYER' shall mean the Company or any Subsidiary.

'EXCHANGE ACT' shall mean the Securities Exchange Act of 1934, as amended
from time to time.

'FAIR MARKET VALUE' with respect to the Shares, shall mean, as of any date,
(i) the mean between the high and low sales prices at which Shares were sold on
the New York Stock Exchange, or, if the shares are not listed on the New York
Stock Exchange, on any other such exchange on which the Shares are traded, on
such date, or, in the absence of reported sales on such date, the mean between
the high and low sales prices on the immediately preceding date on which sales
were reported, or (ii) in the event there is no public market for the Shares on
such date, the fair market value as determined in good faith by the Committee in
its sole discretion.

'NON-EMPLOYEE DIRECTOR' shall mean a member of the Board who is not an
Employee.

'OPTION' shall mean an option to purchase Shares from the Company that is
granted under Section 6 or 9 of the Plan and is not intended to meet the
requirements of Section 422 of the Code or any successor provision thereto.

'OPTION PRICE' shall mean the purchase price payable to purchase one Share
upon the exercise of an Option.

'PARTICIPANT' shall mean any Employee, Non-Employee Director or Regional
Board Member who receives an Award under the Plan.

'PERFORMANCE AWARD' shall mean any right granted under Section 8 of the
Plan.

'PERSON' shall mean any individual, corporation, partnership, association,
joint-stock company, limited liability company, trust, unincorporated
organization, government or political subdivision thereof or other entity.

'PLAN' shall mean this First Tennessee National Corporation 2003 Equity
Compensation Plan.

'REGIONAL BOARD MEMBER' shall mean any First Tennessee Bank National
Association regional board member and any member of the board of directors of
any bank subsidiary of the Company, other than First Tennessee Bank National
Association, in each case excluding any Employee.

'RESTRICTED STOCK' shall mean any Share granted under Section 7 or 9 of the
Plan.

'RESTRICTED STOCK UNIT' shall mean any unit granted under Section 7 or 9 of
the Plan.

'RETIREMENT' shall mean, unless otherwise defined in the applicable Award
Agreement, the Termination of Employment of a Participant after the Participant
has fulfilled all age and service requirements for retirement under the terms of
the First Tennessee National Corporation Pension Plan, as amended from time to
time.

A-3

'SEC' shall mean the Securities and Exchange Commission or any successor
thereto.

'SECTION 16' shall mean Section 16 of the Exchange Act and the rules
promulgated thereunder and any successor provision thereto as in effect from
time to time.

'SECTION 162(M)' shall mean Section 162(m) of the Code and the rules
promulgated thereunder or any successor provision thereto as in effect from time
to time.

'SHARES' shall mean shares of the common stock, $0.625 par value, as
adjusted from time to time for stock splits or reverse stock splits, of the
Company.

'STOCK APPRECIATION RIGHT OR SAR' shall mean a right granted under Section 6
or 9 of the Plan that entitles the holder to receive, with respect to each Share
encompassed by the exercise of such SAR, the amount determined by the Committee,
or in the case of an Award granted under Section 9 hereof, by the Board, and
specified in an Award Agreement. In the absence of such a determination, the
holder shall be entitled to receive, with respect to each Share encompassed by
the exercise of such SAR, the excess of the Fair Market Value on the date of
exercise over the Fair Market Value on the date of grant.

'SUBSIDIARY' shall mean any Person of which a majority of its voting power
or its equity securities or equity interest is owned directly or indirectly by
the Company.

'SUBSTITUTE AWARDS' shall mean Awards granted solely in assumption of, or in
substitution for, outstanding awards previously granted by a Person acquired by
the Company or with which the Company or one of its Subsidiaries combines.

'TERMINATION OF EMPLOYMENT' shall mean the termination of the
employee-employer relationship between a Participant and the Employer for any
reason, with or without Cause, including, but not by way of limitation, a
termination by resignation, discharge, death, Disability, Workforce Reduction or
Retirement, but excluding (i) terminations where there is a simultaneous
reemployment or continuing employment of the Participant by another Employer;
(ii) at the discretion of the Committee, terminations which result in a
temporary severance of the employee-employer relationship; and (iii) at the
discretion of the Committee, terminations which are followed by the simultaneous
establishment of a consulting relationship by an Employer with the Participant.
The Committee, in its absolute discretion, shall determine the effect of all
matters and questions relating to Termination of Employment, including, but not
by way of limitation, the question of whether a Termination of Employment
resulted from a discharge for Cause, and all questions of whether particular
leaves of absence constitute Terminations of Employment. However,
notwithstanding any provision of this Plan, an Employer has an absolute and
unrestricted right to terminate an Employee's employment at any time for any
reason whatsoever, with or without Cause.

'WORKFORCE REDUCTION' shall mean any termination of the employee-employer
relationship between a Participant and the Employer as a result of the
discontinuation by the Company of a business or line of business or a
realignment of the Company, or a part thereof, or any other similar type of
event, provided that the Committee or the Board has designated such
discontinuation, realignment or other event as a 'Workforce Reduction' for
purposes of this Plan.

SECTION 3 -- ADMINISTRATION

(A) Authority of Committee. Except as provided by Section 9 hereof, the Plan
shall be administered by the Committee, it being understood that the Board
retains the right to make Awards under the Plan. Subject to the terms of the
Plan and applicable law, and in addition to other express powers and
authorizations conferred on the Committee by the Plan, the Committee shall have
full power and authority in its discretion to: (i) designate Participants; (ii)
determine the type or types of Awards to be granted to a Participant; (iii)
determine the number of Shares to be covered by, or with respect to which
payments, rights, or other matters are to be calculated in connection with,
Awards; (iv) determine the timing, terms, and conditions of any Award; (v)
accelerate the time at which all or any part of an Award may be settled or
exercised; (vi) determine whether, to what extent, and under what circumstances
Awards may be settled or exercised in cash, Shares, other securities, other
Awards or other property, or canceled, forfeited, or suspended, and the method
or methods by which Awards may be settled, exercised, canceled, forfeited, or
suspended; (vii) determine whether, to what extent, and under what circumstances
cash, Shares, other securities, other Awards, other property, and other amounts
payable with respect to an Award shall be deferred either

A-4

automatically or at the election of the holder thereof or of the Committee;
(viii) interpret and administer the Plan and any instrument or agreement
relating to, or Award made under, the Plan; (ix) amend or modify the terms of
any Award after grant; (x) establish, amend, suspend, or waive such rules and
regulations and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and (xi) make any other determination and take any
other action that the Committee deems necessary or desirable for the
administration of the Plan subject to the exclusive authority of the Board under
Section 13 hereunder to amend, suspend or terminate the Plan.

(B) Committee Discretion Binding. Unless otherwise expressly provided in the
Plan, all designations, determinations, interpretations, and other decisions
under or with respect to the Plan or any Award shall be within the sole
discretion of the Committee, may be made at any time and shall be final,
conclusive, and binding upon all Persons, including any Employer, any
Participant, any holder or beneficiary of any Award, any Employee, any
Non-Employee Director and any Regional Board Member.

(C) Action by the Committee. Except as otherwise provided by the Board, the
provisions of this Section 3(C) shall apply to the Committee. The Committee
shall select one of its members as its chairperson and shall hold its meetings
at such times and places and in such manner as it may determine. A majority of
its members shall constitute a quorum. Any decision or determination reduced to
writing and signed by all of the members of the Committee shall be fully
effective as if it had been made by a majority vote at a meeting duly called and
held. The Committee may appoint a secretary and may make such rules and
regulations for the conduct of its business, as it shall deem advisable.

(D) Delegation. Subject to the terms of the Plan, the Board or the Committee
may, to the extent permitted by law, delegate to (i) a subcommittee of the
Committee, (ii) one or more officers or managers of an Employer or (iii) a
committee of such officers or managers, the authority, subject to such terms and
limitations as the Board or the Committee shall determine, to grant Awards to,
or to cancel, modify or waive rights with respect to or to alter, discontinue,
suspend, or terminate Awards held by, Participants who are not officers or
directors of the Company for purposes of Section 16 or who are otherwise not
subject to Section 16, and who are not Covered Officers.

(E) Indemnification. No member of the Board or the Committee or any Employee
(each such person a 'Covered Person') shall have any liability to any person
(including any grantee) for any action taken or omitted to be taken or any
determination made in good faith with respect to the Plan or any Award. Each
Covered Person shall be indemnified and held harmless by the Company against and
from any loss, cost, liability, or expense (including attorneys' fees) that may
be imposed upon or incurred by such Covered Person in connection with or
resulting from any action, suit or proceeding to which such Covered Person may
be a party or in which such Covered Person may be involved by reason of any
action taken or omitted to be taken under the Plan or any Award Agreement and
against and from any and all amounts paid by such Covered Person, with the
Company's approval, in settlement thereof, or paid by such Covered Person in
satisfaction of any judgment in any such action, suit or proceeding against such
Covered Person, provided that the Company shall have the right, at its own
expense, to assume and defend any such action, suit or proceeding and, once the
Company gives notice of its intent to assume the defense, the Company shall have
sole control over such defense with counsel of the Company's choice. The
foregoing right of indemnification shall not be available to a Covered Person to
the extent that a court of competent jurisdiction in a final judgment or other
final adjudication, in either case, not subject to further appeal, determines
that the acts or omissions of such Covered Person giving rise to the
indemnification claim resulted from such Covered Person's bad faith, fraud or
willful misconduct. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which Covered Persons may be
entitled under the Company's Restated Charter or Bylaws, as a matter of law, or
otherwise, or any other power that the Company may have to indemnify such
persons or hold them harmless.

SECTION 4 -- SHARES AVAILABLE FOR AWARDS

(A) Shares Available. Subject to the provisions of Section 4(B) hereof, the
stock to be subject to Awards under the Plan shall be Shares and the maximum
number of Shares which may be issued with respect to Awards shall be 4,000,000,
of which no more than 1,300,000 shall be issued with respect to Awards other
than Options. If, after the effective date of the Plan, any Shares covered by an
Award granted under this Plan, or to which such an Award relates, are forfeited,
or if such an Award is settled for cash or

A-5

otherwise terminates, expires unexercised, or is canceled without the delivery
of Shares, then the Shares covered by such Award, or to which such Award
relates, or the number of Shares otherwise counted against the aggregate number
of Shares which may be issued with respect to Awards, to the extent of any such
settlement, forfeiture, termination, expiration, or cancellation, shall again
become Shares which may be issued with respect to Awards. In the event that any
Option or other Award granted hereunder is exercised through the delivery of
Shares by the Participant or in the event that withholding tax liabilities
arising from such Award are satisfied by the withholding of Shares by the
Company from the total number of Shares that otherwise would have been delivered
to the Participant, the number of Shares which may be issued with respect to
Awards shall be increased by the number of Shares so surrendered or withheld.
Notwithstanding the foregoing and subject to adjustment as provided in Section
4(B) hereof, the number of Shares with respect to which Options and SARs may be
granted to any one Participant in any one calendar year shall be no more than
500,000 Shares.

(B) Adjustments. The number of Shares covered by each outstanding Award, the
number of Shares available for Awards, the number of Shares that may be subject
to Awards to any one Participant, and the price per Share covered by each such
outstanding Award shall be proportionately adjusted for any increase or decrease
in the number of issued Shares resulting from a stock split, reverse stock
split, stock dividend, recapitalization, combination or reclassification of the
Shares, and may be proportionately adjusted, as determined in the sole
discretion of the Board, for any other increase or decrease in the number of
issued Shares effected without receipt of consideration by the Company or to
reflect any distributions to holders of Shares other than regular cash
dividends. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of Shares subject to an Award. After any
adjustment made pursuant to this paragraph, the number of Shares subject to each
outstanding Award shall be rounded to the nearest whole number.

(C) Substitute Awards. Any Shares issued by the Company as Substitute Awards
shall not reduce the Shares available for Awards under the Plan.

(D) Sources of Shares Deliverable Under Awards. Any Shares delivered
pursuant to an Award may consist, in whole or in part, of authorized and
unissued Shares or of issued Shares which have been reacquired by the Company.

SECTION 5 -- ELIGIBILITY

Any Employee (including any officer or employee-director of an Employer),
Non-Employee Director or Regional Board Member shall be eligible to be
designated a Participant; provided, however, that Non-Employee Directors shall
only be eligible to receive Awards granted pursuant to Section 9 hereof.

SECTION 6 -- STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

(A) Grant. Except as provided by Sections 3 and 9 hereof, the Committee
shall have sole and complete authority to determine the Participants to whom
Options and SARs shall be granted, the number of Shares subject to each Award,
the exercise price and the conditions and limitations applicable to the exercise
of Options and SARs. A person who has been granted an Option or SAR under this
Plan may be granted additional Options or SARs under the Plan if the Committee
shall so determine.

(B) Option Price. The Committee, in its sole discretion, shall establish the
Option Price at the time each Option is granted. Except in the case of
Substitute Awards, the Option Price of an Option may not be less than 100% of
the Fair Market Value of the Shares with respect to which the Option is granted
on the date of grant of such Option. Notwithstanding the prior sentence, the
Option Price of an Option may be less than 100% of the Fair Market Value of the
Shares with respect to which the Option is granted on the date of grant of such
Option if (i) the grantee of the Option has entered into an agreement with the
Company pursuant to which the grant of the Option is in lieu of the payment of
compensation and (ii) the amount of such compensation when added to the Option
Price of the Option equals at least 100% of the Fair Market Value of the Shares
with respect to which the Option is granted on the date of grant of such Option.
Notwithstanding the foregoing and except as provided by Sections 4(B) and 13(C)
hereof, the Committee shall not have the power to (i) amend the terms of
previously granted Options to reduce the Option Price of

A-6

such Options, or (ii) cancel such Options and grant substitute Options with a
lower Option Price than the cancelled Options, without shareholder approval.

(C) Term. Subject to the Committee's authority under Section 3(A) hereof,
each Option and SAR and all rights and obligations thereunder shall expire on
the date determined by the Committee and specified in the Award Agreement. The
Committee shall be under no duty to provide terms of like duration for Options
or SARs granted under the Plan. Notwithstanding the foregoing, no Option shall
be exercisable after the expiration of ten (10) years from the date such Option
was granted.

(D) Transfer Restrictions. Except as otherwise provided in this Section
6(D), no Option shall be sold, assigned, transferred, pledged, hypothecated or
otherwise encumbered, hedged or disposed of, in any manner, whether voluntarily
or involuntarily, including by operation of law (other than by will or the laws
of descent and distribution). The Committee may in its discretion permit the
transfer of an Option by a Participant to or for the benefit of the
Participant's Immediate Family (including, without limitation, to a trust for
the benefit of the Participant's Immediate Family or to a partnership or limited
liability company for one or more members of the Participant's Immediate
Family), subject to such limits as the Committee may establish, and the
transferee shall remain subject to all the terms and conditions applicable to
the Option prior to such transfer. The foregoing right to transfer the Option
shall apply to the right to consent to amendments to any Award Agreement
evidencing such Option and, in the discretion of the Committee, shall also apply
to the right to transfer ancillary rights associated with the Option. For
purposes of this paragraph, the term 'Immediate Family' shall mean the
Participant's spouse, parents, children, stepchildren, adopted relations,
sisters, brothers, grandchildren and step-grandchildren.

(E) Exercise.

(i) Each Option and SAR shall be exercisable at such times and subject
to such terms and conditions as the Committee may, in its sole discretion,
specify in the applicable Award Agreement or thereafter. The Committee shall
have full and complete authority to determine whether an Option or SAR will
be exercisable in full at any time or from time to time during the term of
the Option or SAR, or to provide for the exercise thereof in such
installments, upon the occurrence of such events and at such times during
the term of the Option or SAR as the Committee may determine.

(ii) The Committee may impose such conditions with respect to the
exercise of Options, including without limitation, any relating to the
application of federal, state or foreign securities laws or the Code, as it
may deem necessary or advisable. The exercise of any Option granted
hereunder shall be effective only at such time as the sale of Shares
pursuant to such exercise will not violate any state or federal securities
or other laws, as determined by the Committee in its sole discretion.

(iii) An Option or SAR may be exercised in whole or in part at any time,
with respect to whole Shares only, within the period permitted thereunder
for the exercise thereof, and shall be exercised by written notice of intent
to exercise the Option or SAR, delivered to the Company at its principal
office, and payment in full to the Company at said office of the amount of
the Option Price for the number of Shares with respect to which the Option
is then being exercised.

(iv) Payment of the Option Price shall be made in cash or cash
equivalents, or, at the discretion of the Committee, (i) by tendering,
either by way of actual delivery of Shares or attestation, whole Shares that
have been owned by the Option holder for not less than six (6) months, if
acquired directly from the Company, or that have been owned for any period
of time, if acquired on the open market, prior to the date of exercise,
valued at the Fair Market Value of such Shares on the date of exercise,
together with any applicable withholding taxes, (ii) by a combination of
such cash (or cash equivalents) and such Shares or (iii) by such other
method of exercise as may be permitted from time to time by the Committee;
provided, however, that the optionee shall not be entitled to tender Shares
pursuant to successive, substantially simultaneous exercises of an Option or
any other stock option of the Company. Subject to applicable securities laws
and at the discretion of the Committee, an Option may also be exercised by
delivering a notice of exercise of the Option and simultaneously selling the
Shares thereby acquired, pursuant to a brokerage or similar agreement or
program approved in advance by the Committee. Until the optionee has been
issued the Shares subject to such exercise, he or she shall possess no
rights as a shareholder with respect to such Shares and shall not be
entitled to any dividend or distribution the record date of which is prior
to the date of issuance of such Shares. At the

A-7

Committee's discretion, the amount payable as a result of the exercise of an
SAR may be settled in cash, Shares, or a combination of cash and Shares. A
fractional Share shall not be deliverable upon the exercise of a SAR but a
cash payment will be made in lieu thereof.

(v) Notwithstanding anything in this Plan to the contrary, a Participant
shall be required to pay to the Company an amount equal to the spread
realized in connection with the Participant's exercise of an Option within
six months prior to such Participant's termination of employment by
resignation in the event that such Participant, within six months following
such Participant's termination of employment by resignation, engages
directly or indirectly in any activity determined by the Committee, in its
sole discretion, to be competitive with any activity of the Company or any
of its Subsidiaries. This subsection (v) shall be void and of no legal
effect upon a Change in Control.

SECTION 7 -- RESTRICTED STOCK AND RESTRICTED STOCK UNITS

(A) Grant.

(i) Except as provided by Sections 3 and 9 hereof, the Committee shall
have sole and complete authority to determine the Participants to whom
Restricted Stock and Restricted Stock Units shall be granted, the number of
shares of Restricted Stock and/or the number of Restricted Stock Units to be
granted to each Participant, the duration of the period during which, and
the conditions under which, the Restricted Stock and Restricted Stock Units
may be forfeited to the Company, and the other terms and conditions of such
Awards. The Restricted Stock and Restricted Stock Unit Awards shall be
evidenced by Award Agreements in such form as the Committee shall from time
to time approve, which agreements shall comply with and be subject to the
terms and conditions provided hereunder and any additional terms and
conditions established by the Committee that are consistent with the terms
of the Plan.

(ii) Each Restricted Stock or Restricted Stock Unit Award made under the
Plan shall be for such number of Shares as shall be determined by the
Committee and set forth in the agreement containing the terms of such
Restricted Stock or Restricted Stock Unit Award. Such agreement shall set
forth a period of time during which the grantee must remain in the
continuous employment of one or more Employers in order for the forfeiture
and transfer restrictions to lapse. If the Committee so determines, the
restrictions may lapse during such restricted period in installments with
respect to specified portions of the Shares covered by the Restricted Stock
or Restricted Stock Unit Award. The agreement may also, in the discretion of
the Committee, set forth performance or other conditions that, if satisfied,
will result in the lapsing of any applicable forfeiture and transfer
restrictions. The Committee may, at its discretion, waive all or any part of
the restrictions applicable to any or all outstanding Restricted Stock and
Restricted Stock Unit Awards.

(B) Delivery of Shares and Transfer Restrictions. The Company may implement
the grant of a Restricted Stock Award by (i) book-entry issuance of Shares to
the Participant in an account maintained by the Company at its transfer agent or
(ii) delivery of certificates for Shares to the Participant who must execute
appropriate stock powers in blank and return the certificates and stock powers
to the Company. Such certificates and stock powers shall be held by the Company
or any custodian appointed by the Company for the account of the grantee subject
to the terms and conditions of the Plan, and the certificate shall bear such a
legend setting forth the restrictions imposed thereon as the Committee, in its
discretion, may determine. Unless otherwise determined by the Committee, the
grantee shall have all rights of a shareholder with respect to the shares of
Restricted Stock, including the right to receive dividends and the right to vote
such Shares, subject to the following restrictions: (i) in the case of
certificated Shares, the grantee shall not be entitled to delivery of the stock
certificate until the expiration of the restricted period and the fulfillment of
any other restrictive conditions set forth in the Award Agreement with respect
to such Shares; (ii) none of the Shares may be sold, assigned, transferred,
pledged, hypothecated or otherwise encumbered, hedged or disposed of, in any
manner, whether voluntarily or involuntarily, including by operation of law
(other than by will or the laws of descent and distribution) until the
expiration of the restricted period and the fulfillment of any other restrictive
conditions set forth in the Award Agreement with respect to such Shares; and
(iii) except as otherwise determined by the Committee, all of the Shares shall
be forfeited and all rights of the grantee to such Shares shall terminate,
without further obligation on the part of the Company, unless the grantee
remains in the continuous employment of one or more Employers

A-8

for the entire restricted period in relation to which such Shares were granted
and unless any other restrictive conditions relating to the Restricted Stock
Award are met. Any Shares, any other securities of the Company and any other
property (except for cash dividends) distributed with respect to the Shares
subject to Restricted Stock Awards shall be subject to the same restrictions,
terms and conditions as such Restricted Stock.

(C) Termination of Restrictions. At the end of the restricted period and
provided that any other restrictive conditions of the Restricted Stock Award are
met, or at such earlier time as otherwise determined by the Committee, all
restrictions set forth in the Award Agreement relating to the Restricted Stock
Award or in the Plan shall lapse as to the restricted Shares subject thereto,
and, if certificated, a stock certificate for the appropriate number of Shares,
free of the restrictions and restricted stock legend imposed thereon by the
Committee as described in the second sentence of Subsection (B) of this Section
7, shall be delivered to the Participant or the Participant's beneficiary or
estate, as the case may be.

(D) Payment of Restricted Stock Units. Each Restricted Stock Unit shall have
a value equal to the Fair Market Value of a Share. Restricted Stock Units shall
be paid in cash, Shares, other securities or other property, as determined in
the sole discretion of the Committee, upon the lapse of the restrictions
applicable thereto, or otherwise in accordance with the applicable Award
Agreement. The Committee may, in its sole and absolute discretion, credit
Participants with dividend equivalents on any Restricted Stock Units credited to
the Participant's account at the time of any payment of dividends to
shareholders on Shares. The amount of any such dividend equivalents shall equal
the amount that would have been payable to the Participant as a shareholder in
respect of a number of Shares equal to the number of Restricted Stock Units then
credited to him. Any such dividend equivalents shall be credited to the
Participant's account as of the date on which such dividend would have been
payable and shall be converted into additional Restricted Stock Units based upon
the Fair Market Value of a Share on the date of such crediting. Restricted Stock
Units may not be sold, assigned, transferred, pledged, hypothecated or otherwise
encumbered, hedged or disposed of, in any manner, whether voluntarily or
involuntarily, including by operation of law (other than by will or the laws of
descent and distribution) until the expiration of the applicable restricted
period and the fulfillment of any other restrictive conditions relating to the
Restricted Stock Unit Award. Except as otherwise determined by the Committee,
all Restricted Stock Units and all rights of the grantee to such Restricted
Stock Units shall terminate, without further obligation on the part of the
Company, unless the grantee remains in continuous employment of one or more
Employers for the entire restricted period in relation to which such Restricted
Stock Units were granted and unless any other restrictive conditions relating to
the Restricted Stock Unit Award are met.

SECTION 8 -- PERFORMANCE AWARDS

(A) Grant. The Committee shall have sole and complete authority to determine
the Participants who shall receive a Performance Award, which shall consist of a
right that is (i) denominated in cash and/or Shares, (ii) valued, as determined
by the Committee, in accordance with the achievement of such performance goals
during such performance periods as the Committee shall establish, and (iii)
payable at such time and in such form as the Committee shall determine. The
Committee may, in its sole and absolute discretion, designate whether any
Performance Award being granted to any Participant is intended to be
'performance-based compensation' as that term is used in Section 162(m). Any
Performance Awards designated by the Committee as 'performance-based
compensation' shall be subject to the terms and provisions of Section 10 hereof.

(B) Terms and Conditions. Subject to the terms of the Plan, the Committee
shall determine the performance goals to be achieved during any performance
period, the length of any performance period, the amount of any Performance
Award and the amount and kind of any payment or transfer to be made pursuant to
any Performance Award, and may change specific provisions of the Performance
Award, provided, however, that such change may not adversely affect existing
Performance Awards made within a performance period commencing prior to
implementation of the change.

(C) Payment of Performance Awards. Performance Awards may be paid in a lump
sum or in installments following the close of the performance period or, in
accordance with the procedures established by the Committee, on a deferred
basis. If a Participant ceases to be employed by any Employer during a
performance period because of death, Disability, Retirement or other
circumstance in which the Committee

A-9

in its discretion finds that a waiver would be appropriate, that Participant, as
determined by the Committee, may be entitled to a payment of a Performance
Award, or a portion thereof, at the end of the performance period; provided,
however, that the Committee may provide for an earlier payment in settlement of
such Performance Award in such amount and under such terms and conditions as the
Committee deems appropriate or desirable. Unless otherwise determined by the
Committee, Termination of Employment prior to the end of any performance period
will result in the forfeiture of the Performance Award, and no payments will be
made. A Participant's rights to any Performance Award may not be sold, assigned,
transferred, pledged, hypothecated or otherwise encumbered, hedged or disposed
of in any manner, whether voluntarily or involuntarily, including by operation
of law (other than by will or the laws of descent and distribution).

SECTION 9 -- NON-EMPLOYEE DIRECTOR AWARDS

The Board may provide that all or a portion of a Non-Employee Director's
annual retainer and/or meeting fees, or other forms of compensation, be payable
(either automatically or at the election of a Non-Employee Director) in the form
of Options, SARs, Restricted Stock or Restricted Stock Units. The Board shall
determine the terms and conditions of any such Awards, including the terms and
conditions which shall apply upon a termination of the Non-Employee Director's
service as a member of the Board, and shall have full power and authority in its
discretion to administer such Awards, subject to the terms of the Plan and
applicable law.

SECTION 10 -- PROVISIONS APPLICABLE TO COVERED OFFICERS AND PERFORMANCE-BASED
AWARDS

Notwithstanding anything in the Plan to the contrary, unless the Committee
determines otherwise, all performance-based Restricted Stock Awards, Restricted
Stock Unit Awards or Performance Awards shall be subject to the terms and
provisions of this Section 10.

(A) Restricted Stock Awards, Restricted Stock Unit Awards and Performance
Awards to Covered Officers shall vest or become exercisable upon the attainment
of performance targets related to one or more performance goals selected by the
Committee from among the goals specified below. For the purposes of this Section
10, performance goals shall be limited to one or a combination of the following
Employer, operating unit, division, line of business, department, team or
business unit financial performance measures: stock price; dividends; total
shareholder return; earnings per share; price/earnings ratio; market
capitalization; book value; revenues; expenses; loans; deposits; non-interest
income; net interest income; fee income; operating income before or after taxes;
net income before or after taxes; net income before securities transactions; net
or operating income excluding non-recurring charges; return on assets; return on
equity; return on capital; cash flow; credit quality; service quality; market
share; customer retention; efficiency ratio; strategic business objectives,
consisting of one or more objectives based on meeting specified cost targets,
business expansion goals and goals relating to acquisitions or divestitures;
and, except in the case of a Covered Officer, any other performance criteria
established by the Committee. Each goal may be expressed on an absolute and/or
relative basis, may be based on or otherwise employ comparisons based on
internal targets, the past performance of the Company (consolidated or
unconsolidated) and/or the past or current performance of other companies, the
performance of other companies over one or more years or an index of the
performance of other companies, markets or economic metrics over one or more
years, and in the case of earnings-based measures, may use or employ comparisons
relating to capital, shareholders' equity and/or Shares outstanding, or to
assets or net assets.

(B) The maximum annual number of Shares in respect of which all
performance-based Restricted Stock Awards, Restricted Stock Unit Awards and
Performance Awards may be granted to a Participant under the Plan is 100,000 and
the maximum annual amount of any Awards settled in cash to a Participant under
the Plan is $4,000,000.

(C) To the extent necessary to comply with Section 162(m), with respect to
performance-based Restricted Stock Awards, Restricted Stock Unit Awards and
Performance Awards, no later than 90 days following the commencement of each
performance period (or such other time as may be required or permitted by
Section 162(m)), the Committee shall, in writing, (1) select the performance
goal or goals applicable to the performance period, (2) establish the various
targets and bonus amounts which may be earned for such performance period, and
(3) specify the relationship between performance goals and targets

A-10

and the amounts to be earned by each Covered Officer for such performance
period. Following the completion of each performance period, the Committee shall
certify in writing whether the applicable performance targets have been achieved
and the amounts, if any, payable to Covered Officers for such performance
period. In determining the amount earned by a Covered Officer for a given
performance period, subject to any applicable Award Agreement, the Committee
shall have the right to reduce (but not increase) the amount payable at a given
level of performance to take into account additional factors that the Committee
may deem relevant to the assessment of individual or corporate performance for
the performance period.

SECTION 11 -- TERMINATION OF EMPLOYMENT

The Committee shall have the full power and authority to determine the terms
and conditions that shall apply to any Award upon a Termination of Employment
and shall provide such terms in the Award Agreement. Notwithstanding the
foregoing and subject to the limitation contained in the last sentence of
Section 6(c) hereof, upon the Termination of Employment as a result of a
Workforce Reduction of an Employee who has received an Award of Options, such
Options shall expire on the date specified by the Committee at the time of the
Termination of Employment, not to exceed five (5) years after the date of such
Termination of Employment.

SECTION 12 -- CHANGE IN CONTROL

Upon a Change in Control, all outstanding Awards shall vest, become
immediately exercisable or payable or have all restrictions lifted, as the case
may be.

SECTION 13 -- AMENDMENT, SUSPENSION AND TERMINATION

(A) Termination, Suspension or Amendment of the Plan. The Board may amend,
alter, modify, suspend, discontinue, or terminate the Plan or any portion
thereof at any time, except that the Board shall not amend the Plan in violation
of law. No such amendment, alteration, modification, suspension, discontinuation
or termination shall materially and adversely affect any right acquired by any
Participant or beneficiary of a Participant under the terms of an Award granted
before the date of such amendment, alteration, modification, suspension,
discontinuation or termination, unless such Participant or beneficiary shall
consent.

(B) Termination, Suspension or Amendment of Awards. Subject to the
restrictions of Section 6(B) hereof, the Committee may waive any conditions or
rights under, amend any terms of, or modify, alter, suspend, discontinue, cancel
or terminate, any Award theretofore granted, prospectively or retroactively;
provided that any such waiver, amendment, modification, alteration, suspension,
discontinuance, cancellation or termination that would materially and adversely
affect the rights of any Participant or any holder or beneficiary of any Award
theretofore granted shall not to that extent be effective without the consent of
the affected Participant, holder, or beneficiary; provided, however, that it
shall be conclusively presumed that any adjustment for changes in capitalization
as provided in Section 4 hereof does not materially and adversely affect any
such rights.

(C) Adjustments of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Committee is hereby authorized to make adjustments in
the terms and conditions of, and the criteria included in, Awards in recognition
of unusual or nonrecurring events (including, without limitation, the events
described in Section 4(B) hereof) affecting the Company, any Subsidiary, or the
financial statements of the Company or any Subsidiary, or of changes in
applicable laws, regulations, or accounting principles, whenever the Committee
is required to make such adjustments pursuant to section 4(B) hereof or whenever
the Board, in its sole discretion, determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan; provided that,
with respect to Awards intended to comply with Section 162(m), no such
adjustment shall be authorized to the extent that such authority would be
inconsistent with having either the Plan or any Awards granted hereunder meeting
the requirements of Section 162(m).

A-11

SECTION 14 -- GENERAL PROVISIONS

(A) Dividend Equivalents. In the sole and complete discretion of the
Committee, an Award (other than an Option) may provide the Participant with
dividends or dividend equivalents, payable in cash, Shares, other securities or
other property on a current or deferred basis. All dividend or dividend
equivalents which are not paid currently may, at the Committee's discretion,
accrue interest, be reinvested into additional Shares, or in the case of
dividends or dividend equivalents credited in connection with Performance
Awards, be credited as additional Performance Awards and paid to the Participant
if and when, and to the extent that, payment is made pursuant to such Award. The
total number of Shares available for Awards under Section 4 hereof shall not be
reduced to reflect any dividends or dividend equivalents that are reinvested
into additional Shares or credited as Performance Awards.

(B) No Rights to Awards. No Person shall have any claim to be granted any
Award, and there is no obligation for uniformity of treatment of Employees,
Non-Employee Directors, Regional Board Members or holders or beneficiaries of
Awards. The terms and conditions of Awards need not be the same with respect to
each recipient.

(C) Share Certificates. All certificates for Shares or other securities of
the Company or any Subsidiary delivered under the Plan pursuant to any Award or
the exercise thereof shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or the rules,
regulations, and other requirements of the SEC, any stock exchange upon which
such Shares or other securities are then listed, and any applicable federal,
state or foreign laws, and the Committee may cause a legend or legends to be put
on any such certificates to make appropriate reference to such restrictions.

(D) Withholding. A Participant may be required to pay to an Employer, and
each Employer shall have the right and is hereby authorized to withhold from any
Award, from any payment due or transfer made under any Award or under the Plan
or from any compensation or other amount owing to a Participant, the amount (in
cash, Shares, other securities, other Awards or other property) of any
applicable withholding or other taxes in respect of an Award, its exercise, or
any payment or transfer under an Award or under the Plan and to take such other
action as may be necessary in the opinion of the Company to satisfy all
obligations for the payment of such taxes.

(E) Award Agreements. Each Award hereunder shall be evidenced by an Award
Agreement that shall specify the terms and conditions of the Award and any rules
applicable thereto. An Award shall be effective only upon delivery to a
Participant, either electronically or by paper means, of an Award Agreement. In
the event of a conflict between the terms of the Plan and any Award Agreement,
the terms of the Plan shall prevail.

(F) No Limit on Other Compensation Arrangements. Nothing contained in the
Plan shall prevent the Company or any Subsidiary from adopting or continuing in
effect other compensation arrangements, which may, but need not, provide for the
grant of Options, Restricted Stock, Shares and other types of Awards provided
for hereunder.

(G) No Right to Employment. The grant of an Award shall not be construed as
giving a Participant the right to be retained in the employ of any Employer.
Further, an Employer may at any time dismiss a Participant from employment, free
from any liability or any claim under the Plan, unless otherwise expressly
provided in the Plan or in any Award Agreement.

(H) No Rights as Shareholder. Subject to the provisions of the applicable
Award, no Participant or holder or beneficiary of any Award shall have any
rights as a shareholder with respect to any Shares to be distributed under the
Plan until such Shares are issued to such Participant, holder or beneficiary and
shall not be entitled to any dividend or distribution the record date of which
is prior to the date of such issuance.

(I) Governing Law. The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan and any Award Agreement shall be
determined in accordance with the laws of the State of Tennessee without giving
effect to the conflict of law principles thereof.

(J) Severability. If any provision of the Plan or any Award is, or becomes,
or is deemed to be, invalid, illegal, or unenforceable in any jurisdiction or as
to any Person or Award, or would disqualify the Plan or any Award under any law
deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to the applicable laws, or if it cannot be construed or
deemed amended

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without, in the determination of the Committee, materially altering the intent
of the Plan or the Award, such provision shall be stricken as to such
jurisdiction, Person or Award and the remainder of the Plan and any such Award
shall remain in full force and effect.

(K) Other Laws. The Committee may refuse to issue or transfer any Shares or
other consideration under an Award if, acting in its sole discretion, it
determines that the issuance or transfer of such Shares or such other
consideration might violate any applicable law or regulation (including
applicable non-U.S. laws or regulations) or entitle the Company to recover the
same under Section 16(b) of the Exchange Act, and any payment tendered to the
Company by a Participant, other holder or beneficiary in connection with the
exercise of such Award shall be promptly refunded to the relevant Participant,
holder, or beneficiary. Without limiting the generality of the foregoing, no
Award granted hereunder shall be construed as an offer to sell securities of the
Company, and no such offer shall be outstanding, unless and until the Committee
in its sole discretion has determined that any such offer, if made, would be in
compliance with all applicable requirements of the U.S. federal or non-U.S.
securities laws and any other laws to which such offer, if made, would be
subject.

(L) No Trust or Fund Created. Neither the Plan nor any Award shall create or
be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Subsidiary and a Participant or any
other Person. To the extent that any Person acquires a right to receive payments
from the Company or any Subsidiary pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company or any
Subsidiary.

(M) No Fractional Shares. No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award, and the Committee shall determine whether
cash, other securities, or other property shall be paid or transferred in lieu
of any fractional Shares or whether such fractional Shares or any rights thereto
shall be canceled, terminated or otherwise eliminated.

(N) Headings. Headings are given to the Sections and subsections of the Plan
solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

(O) Binding Effect. The terms of the Plan shall be binding upon the Company
and its successors and assigns and the Participants and their legal
representatives, and shall bind any successor of the Company (whether direct or
indirect, by purchase, merger, consolidation or otherwise), in the same manner
and to the same extent that the Company would be obligated under this Plan if no
succession had taken place. In the case of any transaction in which a successor
would not by the foregoing provision or by operation of law be bound by this
Plan, the Company shall require such successor expressly and unconditionally to
assume and agree to perform the Company's obligations hereunder, in the same
manner and to the same extent that the Company would be required to perform if
no such succession had taken place.

(P) No Third Party Beneficiaries. Except as expressly provided herein or
therein, neither the Plan nor any Award Agreement shall confer on any person
other than the Company and the grantee of any Award any rights or remedies
hereunder or thereunder. The exculpation and indemnification provisions of
Section 3(E) shall inure to the benefit of a Covered Person's estate and
beneficiaries and legatees.

(Q) Additional Transfer Restrictions. No transfer or an Award by a grantee
by will or by laws of descent and distribution shall be effective to bind the
Company unless the Company shall have been furnished with written notice thereof
and an authenticated copy of the will and/or such other evidence as the
Committee may deem necessary to establish the validity of the transfer.

SECTION 15 -- TERM OF THE PLAN

(A) Effective Date. The Plan shall be effective as of the date it has been
approved by the Company's shareholders (the 'Effective Date').

(B) Expiration Date. No new Awards shall be granted under the Plan after the
tenth (10th) anniversary of the Effective Date. Unless otherwise expressly
provided in the Plan or in an applicable Award Agreement, any Award granted
hereunder may, and the authority of the Board or the Committee to amend, alter,
modify, adjust, suspend, discontinue, or terminate any such Award or to waive
any conditions or rights under any such Award shall, continue after the
authority for grant of new Awards hereunder has been exhausted.

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APPENDIX B

FIRST TENNESSEE NATIONAL CORPORATION
CORPORATE GOVERNANCE GUIDELINES
(AMENDED AND RESTATED JANUARY 20, 2004)

I. INTRODUCTION

The Board, on the recommendation of its Human Resources Committee (which was
acting as the Company's corporate governance committee prior to the
establishment by the Board of a separate Corporate Governance Committee in
January of 2004), has developed and adopted a set of corporate governance
principles to provide directors with guidance as to their legal
accountabilities, to promote the functioning of the Board and its committees and
to set forth a common set of expectations as to how the Board should perform its
functions. The Board's role is to oversee management, and it retains the
decisive voice on certain major corporate actions. The following principles
include existing policies, procedures and practices of the Company, many of
which have been in place or evolved over a number of years.

Nine functions have been identified as central to the role and function of
the Board or its committees. These functions are as follows:

Oversight of the conduct of the business.

Selection, evaluation, compensation and succession of Chief
Executive Officer and other executive officers, and the
periodic review of personnel policies.

Approval of major corporate plans and strategies, policies,
decisions, contracts (including certain acquisitions and
divestitures) and other actions legally required of the
Board or, in the determination of the Board, appropriate for
its consideration.

Selection, compensation, and tenure of members of the Board
and Board meeting guidelines.

Establishment of Board committees, their duties and
membership.

Oversight of financial performance and condition.

Oversight of corporate legal and ethical conduct.

Requirement of appropriate flow of information from
management to the Board for the purpose of keeping Board
informed and providing an appropriate basis for
decision-making.

Performance of such other functions as may be prescribed by
law or assigned to the Board under the Charter, Bylaws or
other appropriate document.

It is recognized that the role and many of the functions of the Board are
evolving and may in the future be altered to reflect changes that occur, such as
in the Company's culture, management style, size, industry and applicable legal
and regulatory environment.

II. BOARD COMPOSITION

The composition of the Board should balance the following goals:

A majority of the Board will consist of directors who are
'independent' under the listing standards of the New York
Stock Exchange, Inc.

The composition of the Board should encompass a broad range
of skills, expertise, industry knowledge, diversity and
contacts relevant to the Company's business.

The size of the Board should facilitate substantive
discussions of the whole Board in which each director can
participate meaningfully.

III. SELECTION OF CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER

The Board is free to select its Chairman and the Company's Chief Executive
Officer in the manner it considers in the best interests of the Company at any
given point in time. These positions may be filled by

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one individual or by two different individuals. Generally, it has been our
practice to consolidate these positions because the Board believes that this
facilitates the execution of the Company's strategy.

IV. SELECTION OF DIRECTORS

Nominations. The Board is responsible for selecting the nominees for
election to the Company's Board of Directors. The Company's Nominating and
Corporate Governance Committee is responsible, with input from the Chairman of
the Board and the Chief Executive Officer, for recommending to the Board
nominees for the class of directors whose term expires at the next annual
meeting of the shareholders or one or more nominees to fill vacancies occurring
between annual meetings of shareholders. The Nominating and Corporate Governance
Committee will discuss and evaluate possible candidates in detail and suggest
individuals to explore in more depth. Once a candidate is identified whom the
Nominating and Corporate Governance Committee wants to seriously consider and
move toward nomination, the Chairman of the Board, the Chief Executive Officer
and/or other directors as the Nominating and Corporate Governance Committee
determines will enter into a discussion with that nominee. The Nominating and
Corporate Governance Committee will consider nominees recommended by
shareholders, and any such nominee is given appropriate consideration in the
same manner as other nominees. Shareholders who wish to submit nominees for
director for consideration by the Nominating and Corporate Governance Committee
for election may do so by submitting in writing such nominees' names in
compliance with the procedures and along with the other information required by
the Company's By-laws, to the Chairperson of the Nominating and Corporate
Governance Committee, in care of the Corporate Secretary.

Criteria. The Board should, based on the recommendation of the Nominating
and Corporate Governance Committee, select new nominees for the position of
independent director considering the following criteria:

Personal qualities and characteristics, experience,
accomplishments and reputation in the business community.

Current knowledge and contacts in the communities in which
the Company does business and in the Company's industry or
other industries relevant to the Company's business.

Diversity of viewpoints, background, experience and other
demographics.

Ability and willingness to commit adequate time to Board and
committee matters.

The fit of the individual's skills and personality with
those of other directors and potential directors in building
a Board that is effective and responsive to its duties and
responsibilities.

The Nominating and Corporate Governance Committee does not set specific,
minimum qualifications that nominees must meet in order for the Nominating and
Corporate Governance Committee to recommend them to the Board of Directors, but
rather believes that each nominee should be evaluated based on his or her
individual merits, taking into account the needs of the Company and the
composition of the Board of Directors.

Invitation. The invitation to join the Board should be extended by the Board
itself via the Chairman of the Board and the Chief Executive Officer of the
Company, together with an independent director.

Orientation and Continuing Education. Management, working with the Board,
will provide an orientation process for new directors, including background
material on the Company, its business plan and its risk profile, and meetings
with senior management. Periodically, management should prepare additional
materials or educational sessions for the directors on matters relevant to the
Company, its business plan and risk profile.

V. BOARD TENURE

The Board does not believe it should establish term limits, but believes it
is important to monitor overall Board performance. A director who would be age
65 or older at the time of election shall not stand for re-election. In
addition, to maintain a Board of active business and professional persons,
directors leaving the occupation or position held at their last election (by
retirement or otherwise) will be expected to tender their resignation for
consideration at the next regularly scheduled meeting of the Board. A
resignation will be accepted unless the Board in its judgment determines the
director has assumed another position deemed to

B-2

be appropriate, or the director is so engaged in a specific project for the
Board as to make the resignation detrimental to the Company, or it is beneficial
to the Board and in the best interests of the Company for the director to
continue for such period of time as the Board deems appropriate.

VI. BOARD AND COMMITTEE MEETINGS

The Board currently plans at least four meetings each year, with further
meetings to occur (or action to be taken by unanimous written consent) at the
discretion of the Board or Chairman of the Board. The committees have their own
meeting schedules appropriate for the accomplishment of the duties assigned to
them, which include meetings held on the day before or the day of the Board
meeting and at such other times as the committee shall determine.

The agenda for each Board meeting will be developed by the Chairman of the
Board in conjunction with the Office of the Corporate Secretary. In addition, at
each regularly scheduled Board meeting, the Chairman will solicit agenda items
for the upcoming meeting from the directors. Management will seek to provide to
all directors an agenda and appropriate materials in advance of meetings,
although the Board recognizes that this will not always be consistent with the
timing of transactions and the operations of the business and that in certain
cases it may not be possible.

Materials presented to the Board or its committees should be as concise as
possible, while still providing the desired information needed for the directors
to make an informed judgment.

VII. EXECUTIVE SESSIONS

To ensure free and open discussion and communication among the
non-management directors of the Board, the non-management directors will meet in
regularly scheduled executive sessions and as often as the Board shall request,
with no members of management present. In addition, if any non-management
directors are not 'independent' under NYSE listing standards, the independent,
non-management directors will meet in executive session at least once a year.
The Chairperson of the Nominating and Corporate Governance Committee will
preside at the executive sessions, and his or her name will be disclosed in the
Company's annual proxy statement to facilitate communication by employees and
shareholders directly with the non-management directors.

VIII. THE COMMITTEES OF THE BOARD

The Company shall have an Executive Committee and at least the committees
required by the rules of the New York Stock Exchange, Inc. Currently, these are
the Audit Committee, the Compensation Committee and the Nominating and Corporate
Governance Committee, each of which must have a written charter satisfying the
rules of the New York Stock Exchange, Inc.

All directors, whether members of a committee or not, are invited to make
suggestions to a committee chairperson for additions to the agenda of his or her
committee or to request that an item from a committee agenda be considered by
the Board. Each committee chairperson will give a periodic report of committee
activities to the Board.

Each of the Audit Committee, the Compensation Committee and the Nominating
and Corporate Governance Committee shall be composed of at least three directors
who are not officers or employees of the Company, who the Board has determined
are 'independent' under the listing standards of the New York Stock Exchange,
Inc. The required qualifications for the members of each committee shall be set
out in the respective committees' charters. A director may serve on more than
one committee for which he or she qualifies.

IX. MANAGEMENT SUCCESSION

At least annually, the Board shall review and concur in a succession plan,
developed by management, addressing the policies and principles for selecting a
successor to the Chief Executive Officer, both in an emergency situation and in
the ordinary course of business. The succession plan should include an
assessment of the experience, performance, skills and planned career paths for
possible successors to the Chief Executive Officer.

B-3

X. EXECUTIVE COMPENSATION

The Board, acting through the Compensation Committee, evaluates the
performance of the Chairman and Chief Executive Officer and the Company against
Company strategic and annual goals and the provisions of the incumbent's annual
personal plan, and has the sole authority to determine the compensation of the
Chairman and Chief Executive Officer, which is based on corporate performance,
achievement of personal plan objectives and competitive practices within the
banking and financial services industry.

The Board, acting through the Compensation Committee and upon the
recommendation of the Chief Executive Officer, evaluates the performance of all
other executive officers and approves the compensation of such officers.

XI. BOARD COMPENSATION

The Board should conduct a review at least once every 3 years of the
components and amount of Board compensation in relation to other similarly
situated companies. Board compensation should be consistent with market
practices but should not be set at a level that would call into question the
Board's objectivity. The Nominating and Corporate Governance Committee will make
a recommendation to the Board based on the foregoing factors.

XII. EXPECTATIONS OF DIRECTORS

The nine functions that are central to the role of the Board, are identified
in Section I above. In performing their duties, the primary responsibility of
the directors is to exercise their business judgment in good faith and the best
interest of the Company. The Board has developed a number of specific
expectations of directors to promote the discharge of this responsibility and
the efficient conduct of the Board's business.

Commitment and Attendance. All directors should make every effort to attend
every meeting of the Board and every meeting of committees of the Board of which
they are members. Members may attend by telephone to mitigate conflicts.

Participation in Meetings. Each director should be sufficiently familiar
with the business and strategy of the Company, including its financial
statements and capital structure, and the risks and competition it faces, to
facilitate active and effective participation in the deliberations of the Board
and of each committee on which he or she serves. Upon request, management will
make appropriate personnel available to answer any questions a director may have
about any aspect of the Company's business. Directors should also review the
materials provided by management and advisers in advance of the meetings of the
Board and its committees and should arrive prepared to discuss the issues
presented.

Loyalty and Ethics. In their roles as directors, all directors owe a duty of
loyalty to the Company. This duty of loyalty mandates that the best interests of
the Company take precedence over any interests possessed by a director. The
Company has adopted a Code of Business Conduct and Ethics, including a
compliance program to enforce the Code. Certain portions of the Code deal with
activities of directors, particularly with respect to transactions in securities
of the Company, potential conflicts of interest, the taking of corporate
opportunities for personal use, and competing with the Company. Directors should
be familiar with the Code's provisions in these areas and should consult with
the Company's counsel in the event of any issues.

Other Directorships. The Company values the experience directors bring from
other boards on which they serve, but recognizes that those boards may also
present demands on a director's time and availability and may present conflicts
or legal issues. Non-employee directors should advise the Chairman of the Board
and employee directors should advise the Chairperson of the Nominating and
Corporate Governance Committee before accepting any new directorship or officer
position with an entity not affiliated with the Company.

Contact with Management. All directors are invited to contact the Chief
Executive Officer at any time to discuss any aspect of the Company's business.
Directors also have complete access to other members of management. The Board
expects that there will frequent opportunities for directors to meet with the
Chief

B-4

Executive Officer and other members of management in Board and committee
meetings or in other formal or informal settings. The Board encourages
management to, from time to time, bring managers into Board meetings who
(a) can provide additional insight into items being discussed because of
personal involvement and substantial knowledge in those areas, and/or (b) are
managers with future potential that the senior management believes should be
given exposure to the Board.

Contact with other Constituencies. It is important that the Company speak to
employees and outside constituencies with a single voice and that management
serve as the primary spokesperson for the Company.

Confidentiality. The proceedings and deliberations of the Board and its
committees are confidential. Each director shall maintain the confidentiality of
information received in connection with his or her service as a director.

XIII. EVALUATING BOARD PERFORMANCE

The Board, acting through the Nominating and Corporate Governance Committee,
should conduct a self-evaluation at least annually to determine whether it is
functioning effectively. The Nominating and Corporate Governance Committee will
periodically consider the mix of skills and experience that directors bring to
the Board to assess whether the Board has the necessary tools to perform its
oversight function effectively. Each committee of the Board should also conduct
a self-evaluation at least annually and report the results to the Board acting
through the Nominating and Corporate Governance Committee. Each committee's
evaluation must compare the performance of the committee with the requirements
of its written charter, if any.

XIV. RELIANCE ON MANAGEMENT AND OUTSIDE ADVICE

In performing its functions, the Board is entitled to rely on the advice,
reports and opinions of management, counsel, accountants, auditors and other
expert advisers. The Board shall have the authority to retain and approve the
fees and retention terms of its outside advisers. In performing their functions,
the Committees of the Board may hire consultants to aid in their evaluations,
determinations, and recommendations as they deem appropriate.

XV. SHAREHOLDER COMMUNICATION WITH THE BOARD

Shareholders desiring to communicate with the Board of Directors on matters
other than Section IV above should submit their communication in writing to the
Chairperson of the Nominating and Corporate Governance Committee, c/o Corporate
Secretary, First Tennessee National Corporation, 165 Madison Avenue, Memphis,
Tennessee 38103 and identify themselves as a shareholder. The Corporate
Secretary will forward all such communications to the Chairperson for a
determination as to how to proceed.

B-5

APPENDIX C

AUDIT COMMITTEE CHARTER
FIRST TENNESSEE NATIONAL CORPORATION
(AS AMENDED AND RESTATED JANUARY 20, 2004, EFFECTIVE MARCH 31, 2004)

Establishment and Purposes of the Committee
-------------------------------------------

Acting pursuant to Tennessee Code Annotated Section 48-18-206,
Article 11(b)(8) of the Corporation's restated charter, as amended, and
Section 3.5 of the Corporation's bylaws, as amended, the Board of Directors of
First Tennessee National Corporation hereby creates the Audit Committee (the
'Committee') of the Board of Directors, which shall: (1) assist the Board of
Directors in its oversight of (a) the Corporation's accounting and financial
reporting principles and policies and internal audit controls and procedures,
(b) the integrity of the Corporation's financial statements, (c) the
Corporation's compliance with legal and regulatory requirements, (d) the
independent auditor's qualifications and independence, and (e) the performance
of the independent auditor and Corporation's internal audit function; and
(2) prepare the report to be included in the Corporation's annual proxy
statement pursuant to the proxy rules of the Securities and Exchange Commission
('SEC').

The function of the Committee is oversight. Management of the Corporation is
responsible for preparation, presentation and integrity of the Corporation's
financial statements. Management is responsible for maintaining appropriate
accounting and financial reporting principles and policies and internal controls
and procedures to provide for compliance with accounting standards and
applicable laws and regulations, and the internal auditor is responsible for
testing such internal controls and procedures. The independent auditor is
responsible for planning and carrying out a proper audit of the Corporation's
annual financial statements, reviews of the Corporation's quarterly financial
statements prior to the filing of each quarterly report on Form 10-Q, and other
procedures. It is recognized that, in fulfilling their responsibilities
hereunder, members of the Committee are not full-time employees of the
Corporation and are not, and do not represent themselves to be, performing the
functions of accountants or auditors . As such, it is not the duty or
responsibility of the Committee or its members to conduct 'field work' or other
types of auditing or accounting reviews or procedures or to set auditor
independence standards, and each member of the Committee shall be entitled to
rely on (1) the integrity of those persons and organizations within and outside
the Corporation from which it receives information, (2) the accuracy of the
financial and other information provided to the Committee by such persons or
organizations absent actual knowledge to the contrary (which shall be promptly
reported to the Board) and (3) the representations made by management as to any
non-audit services provided by the independent auditor to the Corporation.
Further, in fulfilling their responsibilities hereunder, the members of the
Committee will incorporate the use of reasonable materiality standards,
including the size of the Corporation and the nature, scope and risks of the
activities conducted.

The independent auditor for the Corporation is accountable to the Committee
as representatives of the shareholders and must report directly to the
Committee. The Committee has the authority and responsibility directly to
appoint (subject, if applicable, to shareholder ratification), retain,
compensate, evaluate and terminate the Corporation's independent auditor and to
oversee the work of such independent auditor.

The independent auditor shall submit to the Committee annually a formal
written statement (the 'Auditor's Statement') describing: the independent
auditor's internal quality-control procedures; any material issues raised by the
most recent internal quality-control review or peer review of the independent
auditor, or by any inquiry or investigation by governmental or professional
authorities, within the preceding five years, respecting one or more independent
audits carried out by the independent auditor, and any steps taken to deal with
such issues; and (to assess the independent auditor's independence) all
relationships between the independent auditor and the Corporation addressing
each non-audit service provided to the Corporation and at least the matters set
forth in Independence Standards Board Standard No. 1.

The independent auditor shall submit to the Committee annually a formal
written statement of the aggregate fees billed for each of the last two fiscal
years for professional services rendered by the independent auditor in the
following categories (as defined by the rules of the SEC): audit, audit-related,
tax and all other services.

C-1

Qualifications of Committee Members

The Committee shall consist of at least three members appointed annually by
a majority of the entire Board on the recommendation of the Human Resources
Committee of the Board of Directors, acting in its capacity as the nominating
committee. Members shall be directors who meet the independence and experience
requirements of the NYSE and Section 10A(m)(3) of the Securities Exchange Act of
1934, as amended, and the rules of the SEC promulgated thereunder. Under these
requirements as currently adopted, the Board must determine:

that each member has no material relationship, either direct
or indirect, with the Corporation;

that each member is financially literate, or shall become
financially literate within a reasonable period of time
after his or her appointment to the Committee; and

that at least one of the members has accounting or related
financial management expertise,

as such requirements are interpreted by the Board of Directors in the exercise
of its business judgment. Members may be replaced by the Board.

No director may serve as a member of the Committee if such director serves
on the audit committees of more than two other public companies unless the Board
of Directors determines that such simultaneous service would not impair the
ability of such director to serve effectively on the Committee, and discloses
this determination in the Corporation's annual proxy statement. No member of the
Committee may be an affiliated person (as such term is defined in SEC
Rule 10A-3, including any exceptions or exemptions permitted thereby) of the
Corporation or any subsidiary thereof or may receive any compensation from the
Corporation other than (i) director's fees, which may be received in cash, stock
options or other in-kind consideration ordinarily available to directors;
(ii) a pension or other deferred compensation for prior service that is not
contingent on future service; and (iii) any other regular benefits that other
directors receive; provided, however, that notwithstanding the foregoing, it
shall be permissible for Committee members to receive those types of
compensation permitted by the rules of the SEC and the NYSE regarding the
independence of audit committee members.

Operation of the Committee
--------------------------

Meetings shall be held at least four times yearly , or more frequently if
circumstances dictate, and may be called at any time by the Committee
Chairperson or by any two members of the Committee upon written or oral notice
to a majority of the members of the Committee prior to the meeting. A quorum
shall consist of a majority of the members and the vote of a majority of the
members present at a meeting at which a quorum is present shall be the act of
the Committee. Proceedings of the Committee over the signature of a member in
attendance shall be recorded in a minute book and reflect the names of those in
attendance. The Chairperson of the Committee, or acting Chairperson of the
meeting, will present a report of Committee activities to the full Board of
Directors at its next regularly scheduled meeting. The Secretary of the Board
will permanently maintain the minutes of Committee meetings. Meetings may be
held jointly with a similar committee of First Tennessee Bank National
Association ('Bank') if either the members of the Bank's committee and the
members of this Committee are identical or all of the members of the Bank's
committee would meet the eligibility requirements of the NYSE,
Section 10A(m)(3) and the rules of the SEC, including any exceptions permitted
thereby. The Committee may, in its discretion, delegate all or a portion of its
authority and duties to a subcommittee of the Committee, and may delegate to the
Chairperson the authority to grant pre-approvals of audit and permitted
non-audit services as provided herein, provided that the decisions of such
Chairperson to grant pre-approvals shall be presented to the full Committee at
its next regularly scheduled meeting.

The Committee shall have unrestricted access to Corporation personnel and
documents. The Committee will be given the resources and authority appropriate
to discharge its duties and responsibilities, including (i) the authority to
retain and compensate special or independent counsel, accountants or other
experts or consultants to advise the Committee, without seeking approval of the
Board or management, and (ii) appropriate funding, as determined by the
Committee, for payment of compensation to such counsel, accountants or other
experts and consultants. The Committee may request any officer or employee of
the Corporation or of the Corporation's outside counsel or independent auditor
to attend a meeting of the Committee or to meet with any members of, or
consultants to, the Committee. It will be the responsibility of

C-2

the Committee to maintain free and open means of communication between the
directors and management of the Corporation. The Committee shall meet separately
periodically with management, the internal auditor, and the independent auditor
in separate executive sessions to discuss any matters that the Committee or any
of these persons or firms believes should be discussed privately.

Duties and Responsibilities of the Committee
--------------------------------------------

The Committee is hereby delegated full authority with respect to the
following matters and such additional matters as may be provided in the bylaws
of the Corporation or as the Board of Directors may from time to time by
resolution adopted by a majority of the entire Board specify:

1. with respect to the independent auditor,

a. directly appoint (subject, if applicable, to shareholder
ratification), retain, compensate, oversee the work of,
evaluate and terminate the independent auditor.

b. adopt a policy for the Corporation regarding preapproval of
all audit and non-audit engagement fees and terms and
approve, in advance, all such fees and terms in accordance
with such policy.

c. ensure that the independent auditor prepares and delivers
annually an Auditor's Statement (it being understood that
the independent auditor is responsible for the accuracy and
completeness of this Statement) and consider such Auditor's
Statement in assessing the independence of the independent
auditor.

d. ensure that the independent auditor timely reports on all
critical accounting policies and practices to be used; all
alternative treatments of financial information within
generally accepted accounting principles that have been
discussed with management, ramifications of the use of such
alternative disclosures and treatments, and the treatment
preferred by the independent auditor; and other material
written communications between the independent auditor and
management, such as any management letter or schedule of
unadjusted differences.

e. review and evaluate the qualifications, performance and
independence of the lead partner of the independent auditor.

f. discuss with management the timing and process for
implementing the rotation of the lead audit partner, the
concurring partner, and any other active audit engagement
team partner and consider whether there should be a regular
rotation of the audit firm itself.

g. instruct the independent auditor that the independent
auditor is ultimately accountable to the Committee as
representatives of the shareholders.

2. with respect to the internal audit department,

a. make recommendations to the Board concerning the appointment
and removal of the Corporation's internal auditor and
approve the salary and annual bonus of the internal auditor.

b. advise the internal auditor that he or she is expected to
provide the Committee summaries of and, as appropriate,
significant reports to management prepared by the internal
audit department and management's responses thereto.

c. approve the charter of the internal audit department and all
significant changes thereto.

3. with respect to financial reporting principles and policies and internal
audit controls and procedures,

a. advise management, the internal auditor and the independent
auditor that each is expected to provide to the Committee a
timely analysis of significant financial reporting issues
and practices.

b. consider any reports or communications (and management's
and/or the internal auditor's responses thereto) submitted
to the Committee by the independent auditor required by or
referred to in SAS 61 (as codified by AU Section 380), as
may be modified or supplemented.

c. meet with management, the independent auditor and, if
appropriate, the internal auditor (i) to discuss the scope
of the annual audit; the audited financial statements and
quarterly financial statements; any significant matters
arising from any audit, including any audit problems or
difficulties and management's response thereto; any
significant matters arising from changes to the
Corporation's auditing and accounting principles, policies,
controls, procedures and practices

C-3

proposed or contemplated by the independent auditor, the
internal auditor or management; any major issues regarding
accounting principles and financial statement presentations;
any major issues as to the adequacy of the Corporation's
internal controls and any special audit steps adopted in
light of material control deficiencies; analyses prepared by
management and/or the independent auditor setting forth
significant financial reporting issues and judgments made in
connection with the preparation of the financial statements;
the effect, if significant, of regulatory and accounting
initiatives, as well as off-balance sheet structures, on the
financial statements of the Corporation; (ii) to review the
form of opinion the independent auditor proposes to render
to the Board of Directors and shareholders; and (iii) to
discuss the Corporation's risk assessment and risk
management policies and to inquire about significant risks
and exposures, if any, and the steps taken to monitor and
minimize such risks.

d. obtain from the independent auditor assurance that the audit
was conducted in a manner consistent with Section 10A of the
Securities Exchange Act of 1934, as amended, which set forth
certain procedures to be followed in any audit of financial
statements required under that act.

e. review the Corporation's compliance policies and any
employee complaints or material reports or inquiries
received from regulators or government agencies and
management's responses and, with the Corporation's General
Counsel, pending and threatened claims that may have a
material impact on the financial statements.

f. discuss earnings press releases, including the use of
'proforma' or 'adjusted' non-GAAP information, as well as
financial information and earnings guidance provided to
analysts and rating agencies; provided, however, that the
Committee's responsibility to discuss earnings releases as
well as financial information and earnings guidance may be
done generally and may be limited to the types of
information to be disclosed and the types of presentations
to be made.

g. establish hiring policies for employees or former employees
of the independent auditor.

h. review and oversee related party transactions.

i. establish procedures for the receipt, retention and
treatment of complaints received by the Corporation
regarding accounting, internal accounting controls or
auditing matters, and for the confidential anonymous
submission by the Corporation's employees of concerns
regarding questionable accounting or auditing matters.

j. review disclosures made to the Committee by the
Corporation's CEO and CFO during their certification process
for the Form 10-K and Form 10-Q about any significant
deficiencies in the design or operation of internal controls
or material weaknesses therein and any fraud involving
management or other employees who have a significant role in
the Corporation's internal controls.

4. with respect to reporting and recommendations,

a. prepare any report or other disclosures, including any
recommendation of the Committee, required by the rules of
the SEC to be included in the Corporation's annual proxy
statement.

b. review this Charter at least annually and recommend any
changes to the Board.

c. report its activities to the full Board of Directors on a
regular basis and make such recommendations with respect to
the above and other matters as the Committee may deem
necessary or appropriate.

d. prepare and review with the Board an annual performance
evaluation of the Committee, which evaluation must compare
the performance of the Committee with the requirements of
this Charter. The performance evaluation by the Committee
shall be conducted in such manner as the Committee deems
appropriate. The report to the Board may take the form of an
oral report by the chairperson of the Committee or any other
member of the Committee designated by the Committee to make
this report.

C-4

AUDIT AND NON-AUDIT SERVICES
PRE-APPROVAL POLICY
FIRST TENNESSEE NATIONAL CORPORATION
(AS AMENDED AND RESTATED JANUARY 20, 2004)

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

I. GENERAL STATEMENT OF POLICY

As required by the Sarbanes-Oxley Act of 2002 and Securities and Exchange
Commission rules, the Audit Committee of the Board of Directors of First
Tennessee National Corporation (the 'Company') is required to pre-approve all
audit and non-audit services provided to the Company or any of its subsidiaries,
which are to be performed by the registered public accounting firm (the
Company's 'Independent Auditor') that performs the audit of the Company's
consolidated financial statements that are filed with the Securities and
Exchange Commission (the 'Company's consolidated financial statements').
Pre-approval is required to provide assurance that such services do not impair
the Independent Auditor's independence from the Company. This policy sets forth
the requirements pursuant to which proposed services to be provided by the
Independent Auditor will be submitted for pre-approval and the conditions and
limitations on the provision of services by the Independent Auditor.

II. IMPLEMENTATION OF POLICY

A. PRE-APPROVAL PROCESS AND LIMITATIONS
------------------------------------

Pre-approval of services to be provided by the Independent Auditor may be
obtained in either of two different ways. Services either may be approved in
advance by the Audit Committee specifically on a case-by-case basis ('specific
pre-approval') or may be approved in advance ('advance pre-approval') in the
manner specified in the following sentence. Advance pre-approval requires the
Audit Committee to identify in advance in an appendix to this policy (the
'Appendix') the specific types of service that may be provided and the fee
limits applicable to such types of service, which limits may be expressed as a
limit by type of service or by category of services ('type of service'). Unless
the type of service to be provided by the Independent Auditor has received
advance pre-approval under this policy and the fee for such service is within
the limit pre-approved, the service will require specific pre-approval by the
Audit Committee. With respect to each proposed pre-approved service (whether a
specific pre-approval or an advance pre-approval), the independent auditor will
provide detailed back-up documentation, which will be provided to the Audit
Committee, regarding the specific services to be provided.

The terms of and fee for the annual audit engagement must receive the
specific pre-approval of the Audit Committee.

'Audit,' 'Audit-related,' 'Tax,' and 'All Other' services, as those terms
are defined below, have the advance pre-approval of the Audit Committee but only
to the extent such services are specified in the Appendix and only in amounts
that do not exceed the fee limits specified in such Appendix. Such advance
pre-approval shall be for a term of 12 months following the date of pre-approval
unless the Audit Committee specifically provides for a different term.

Periodically, the Audit Committee will review and pre-approve the Appendix,
which will specify the services, and the fee limits applicable to such services,
that may be provided by the Independent Auditor for the fiscal year without
obtaining the specific pre-approval of the Audit Committee. Any proposed
services exceeding these fee limits will require specific pre-approval by the
Audit Committee.

The Audit Committee may determine the appropriate ratio between the total
amount of fees for Audit, Audit-related and Tax services and the total amount of
fees for services classified as All Other services. Unless the Audit Committee
specifically determines otherwise, the aggregate amount of the fees pre-
approved for All Other services for the fiscal year must not exceed seventy-five
percent (75%) of the aggregate amount of the fees pre-approved for the fiscal
year for Audit services, Audit-related services, and those types of Tax services
that represent tax compliance or tax preparation.

C-5

B. 'AUDIT' SERVICES
----------------

As provided above, the annual audit engagement terms and fee must be
specifically pre-approved by the Audit Committee. The Audit Committee will also
pre-approve any changes in terms, conditions and fees resulting from changes in
the audit scope, Company structure or other matters.

Audit services include the annual audit of the Company's consolidated
financial statements (including required quarterly reviews), subsidiary audits,
equity investment audits and other procedures required to be performed by the
Independent Auditor to be able to form an opinion on the Company's consolidated
financial statements. These other procedures include information systems and
procedural reviews and testing performed in order to understand and place
reliance on the systems of internal control over financial reporting, and
consultations relating to the audit or quarterly review. Audit services also
include the attestation engagement for the Independent Auditor's report on
management's report on internal control over financial reporting. Other audit
services may include statutory audits or financial audits for subsidiaries or
affiliates of the Company and services associated with SEC registration
statements, periodic reports and other documents filed with the SEC or other
documents issued in connection with securities offerings. The Audit Committee
has pre-approved the Audit services listed in the Appendix. All other Audit
services not listed in the Appendix must be specifically pre-approved by the
Audit Committee.

C. 'AUDIT-RELATED' SERVICES
------------------------

Audit-related services are assurance and related services that are
reasonably related to the performance of the audit or review of the Company's
consolidated financial statements or that are traditionally performed by the
Independent Auditor. Audit-related services include due diligence services
pertaining to potential business acquisitions/dispositions, accounting
consultations related to accounting, financial reporting or disclosure matters
not classified as Audit services, assistance with understanding and implementing
new accounting and financial reporting guidance from rulemaking authorities,
financial audits of employee benefit plans, agreed-upon or expanded audit
procedures relating to accounting and/or billing records required to respond to
or comply with financial, accounting or regulatory reporting matters, and
assistance with internal control reporting requirements. The Audit Committee
believes that the provision of Audit-related services does not impair the
independence of the Independent Auditor. The Audit Committee has pre-approved
the Audit-related services listed in the Appendix. All other Audit-related
services not listed in the Appendix must be specifically pre-approved by the
Audit Committee.

D. 'TAX' SERVICES
--------------

The Audit Committee believes that the Independent Auditor can provide Tax
services to the Company such as tax preparation and compliance services
(including preparation and review of tax returns, including research necessary
to reflect events and transactions in the returns; advice and assistance with
respect to tax audits; and analysis of law or rule changes and proposed changes)
and tax planning services (advice and planning other than preparation and
compliance services) without impairing the auditor's independence, and the
Securities and Exchange Commission ('SEC') has stated that the Independent
Auditor may provide such services. Thus, the Audit Committee believes it may
grant advance pre-approval to those Tax services that the Audit Committee
believes would not impair the independence of the auditor, and that are
consistent with the SEC's rules on auditor independence. The Audit Committee
will not permit the retention of the Independent Auditor in connection with a
transaction initially recommended by the Independent Auditor, the sole business
purpose of which may be tax avoidance and the tax treatment of which may not be
supported in the Internal Revenue Code and related regulations. The Audit
Committee will consult with the Company's Manager of Corporate Tax to determine
that the tax planning and reporting positions are consistent with this policy.

Pursuant to the preceding paragraph, the Audit Committee has pre-approved
the Tax services in the Appendix. All Tax services involving large and complex
transactions and therefore not listed in the Appendix must be specifically
pre-approved by the Audit Committee. Tax services proposed to be provided by the
Independent Auditor to any executive officer or director of the Company, in his
or her individual capacity, where such services are paid for by the Company
require specific pre-approval by the Audit Committee. It is a permitted
exception to the foregoing sentence that Tax services proposed to be provided by
the Independent Auditor to an executive officer may be approved in advance and
included in the Appendix

C-6

under All Other Services provided the amounts paid by the Company and the
individual do not exceed two hundred fifty thousand dollars ($250,000) in the
aggregate for all executive officers.

E. 'ALL OTHER' SERVICES
--------------------

All Other services consist of any services that are not Audit, Audit-related
or Tax services and are not prohibited from being provided by the Independent
Auditor by law or this policy. The Audit Committee may grant advance
pre-approval to those permissible non-audit services classified as All Other
services that it believes are routine and recurring services and would not
impair the independence of the Independent Auditor. The Audit Committee has
pre-approved the All Other services listed in the Appendix. Permissible All
Other services not listed in the Appendix must be specifically pre-approved by
the Audit Committee.

The following non-audit services are prohibited from being provided by the
Independent Auditor:

Bookkeeping or other services related to the accounting
records or financial statements of the Company

Financial information systems design and implementation

Appraisal or valuation services, fairness opinions or
contribution-in-kind reports

Actuarial services

Internal audit outsourcing services

Management functions

Human resources

Broker-dealer, investment adviser or investment banking
services

Legal services

Expert services unrelated to the audit

The Company's Chief Accounting Officer (the 'CAO') shall consult SEC rules
and relevant guidance to determine whether any proposed All Other service falls
within a prohibited non-audit service under the SEC's rules and any exceptions
that might apply to the prohibition.

III. DELEGATION OF AUTHORITY

All requests to provide services to the Company or any of its subsidiaries
that require specific pre-approval by the Audit Committee must be submitted to
the CAO in advance of the provision of any such services by the Independent
Auditor. The CAO shall receive all such requests, confirm with the Independent
Auditor whether it believes that such services will not affect its independence,
and present a joint statement with the Independent Auditor as to any recommended
requests to the Audit Committee for pre-approval. All requests to provide
services that have been pre-approved in advance must be submitted to the CAO
prior to the provision of such services for a determination that the service to
be provided is of the type and within the fee limit that has been pre-approved.
In addition, on a quarterly basis the Company's Internal Auditor will report to
the Audit Committee on the services provided by and the fees paid to the
Independent Auditor during the prior quarter.

Notwithstanding anything herein to the contrary, the authority granted
herein to the Audit Committee to pre-approve services, other than the annual
audit engagement and any changes thereto, to be provided by the Independent
Auditor is delegated to the Chairperson of the Audit Committee. The Chairperson
may not, however, under delegated authority make a determination that causes the
ratio of fees pre-approved for All Other services to the aggregate amount of
fees pre-approved for Audit, Audit-related and tax compliance and tax
preparation services to exceed the ratio established or set forth in
Section II. A. Any service pre-approved by the Chairperson of the Audit
Committee will be reported to the Audit Committee at its next regularly
scheduled meeting.

The Internal Auditor is directed to monitor the services provided by the
Independent Auditor for the purpose of determining whether such services are in
compliance with this policy, and report to the Audit Committee periodically on
the results of such monitoring.

The Audit Committee does not delegate any of its responsibility to
pre-approve services to be performed by the Independent Auditor to management.

C-7

APPENDIX D

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
FIRST TENNESSEE NATIONAL CORPORATION
(ADOPTED JANUARY 20, 2004)
-------------------

Acting pursuant to Tennessee Code Annotated Section 48-18-206, Article
11(b)(8) of the Corporation's restated charter, as amended, and Article III(6)
of the Corporation's bylaws, as amended, the Board of Directors of First
Tennessee National Corporation hereby creates the Nominating and Corporate
Governance Committee (the 'Committee') of the Board of Directors, which shall
serve as a nominating committee and as a corporate governance committee for the
Corporation, with such specific authority as is herein provided.

Purposes of the Committee
-------------------------

The purposes of the Committee are (1) to identify and recommend to the Board
individuals for nomination as members of the Board and its committees, (2) to
develop and recommend to the Board a set of corporate governance principles
applicable to the Corporation, and (3) to oversee the evaluation of the Board
and management.

Qualifications of Committee Members
-----------------------------------

Operation of the Committee
--------------------------

Meetings shall be held at least two times yearly and may be called at any
time by the Committee Chairperson or by any two members of the Committee upon
written or oral notice to a majority of the Committee prior to the meeting. A
quorum shall consist of a majority of the members, and the vote of the majority
of the members present at a meeting at which a quorum is present shall be the
act of the Committee. Proceedings of the Committee over the signature of a
member in attendance shall be recorded in a minute book and reflect the names of
those in attendance. The Chairperson of the Committee, or acting Chairperson of
the meeting, will present a report of the Committee activities to the full Board
of Directors at its next regularly scheduled meeting. The Secretary of the Board
will permanently maintain the minutes of Committee meetings. Meetings may be
held jointly with a similar committee of First Tennessee Bank National
Association ('Bank') if either the members of the Bank's committee and the
members of this Committee are identical or all of the members of the Bank's
committee meet the independence requirements of the NYSE. The Committee may
invite to its meetings such members of management as it may deem desirable or
appropriate. It will be the responsibility of the Committee to maintain free and
open means of communication between the directors and management of the
Corporation.

The Committee shall have unrestricted access to Corporation personnel and
documents and shall have the resources and authority appropriate to discharge
its duties and responsibilities, including the authority to select, retain,
terminate and approve the fees and other retention terms of special counsel or
other experts or consultants, as it deems appropriate, without seeking approval
of the Board or management. The Committee shall have the authority to retain (i)
compensation consultants to assist in the evaluation of director compensation
and (ii) consultants or search firms used to identify director candidates,
including authority to approve the fees and other retention terms. The Committee
may, in its discretion, delegate all or a portion of its duties and
responsibilities to a subcommittee of the Committee.

Duties and Responsibilities of the Committee
--------------------------------------------

D-1

1. WITH RESPECT TO THE NOMINATING FUNCTION,

a. To consider recommendations to the Board from time to time
as to changes that the Committee believes to be desirable to
the size of the Board or any committee thereof;

b. To identify individuals believed to be qualified to become
Board members, and to recommend to the Board the individuals
to stand for election or reelection as directors. In the
case of a vacancy in the office of a director (including a
vacancy created by an increase in the size of the Board),
the Committee shall recommend to the Board an individual to
fill such vacancy either through appointment by the Board or
through election by shareholders and (for a vacancy created
by an increase in the size of the Board) shall recommend to
the Board the class of directors in which the individual
should serve. In nominating candidates, the Committee shall
take into consideration such factors as it deems
appropriate. These factors may include:

personal qualities and characteristics, experience,
accomplishments and reputation in the business community;

current knowledge and contacts in the communities in which
the Corporation does business and in the Corporation's
industry or other industries relevant to the Corporation's
business;

diversity of viewpoints, background, experience and other
demographics;

ability and willingness to commit adequate time to Board and
committee matters; and

the fit of the individual's skills and personality with
those of other directors and potential directors in building
a Board that is effective and responsive to its duties and
responsibilities and the needs of the Corporation.

The Committee may consider candidates proposed by
management, but is not required to do so;

c. To develop and recommend to the Board, in connection with
its assessment of director independence, guidelines to be
applied in making determinations as to the absence of
material relationships between the Corporation and a
director;

d. To identify Board members qualified to fill vacancies on any
committee of the Board (including the Committee) and to
recommend that the Board appoint the identified member or
members to the respective committee. In nominating a
candidate for committee membership, the Committee shall take
into consideration the factors set forth in the charter of
the committee, if any, as well as any other factors it deems
appropriate, including without limitation the consistency of
the candidate's experience with the goals of the committee
and the interplay of the candidate's experience with the
experience of other committee members;

e. To make recommendations to the Board concerning compensation
for directors; and

f. To review, monitor and make recommendations to the Board or
management, as appropriate, with respect to any
communications directed to the Corporation or one or more of
the directors relating to performance, nomination or removal
of directors.

2. WITH RESPECT TO CORPORATE GOVERNANCE AND OTHER MATTERS,

a. To exercise oversight of the evaluation of the Board and
management;

b. To develop and recommend to the Board a set of corporate
governance principles applicable to the Corporation, to
review and reassess those principles at least once a year,
and recommend any proposed changes to the Board for
approval; and

c. To prepare and provide to the Board an annual performance
evaluation of the Committee, which evaluation shall compare
the performance of the Committee with the requirements of
this Charter. The performance evaluation shall also
recommend to the Board any improvements to the Committee's
Charter deemed necessary or desirable by the Committee. The
performance evaluation by the Committee shall be conducted
in such manner as the Committee deems appropriate. The
Report to the Board may take the form of an oral report by
the chairperson of the Committee or any other member of the
Committee designated by the Committee to make this report.

D-2

APPENDIX E

COMPENSATION COMMITTEE CHARTER
FIRST TENNESSEE NATIONAL CORPORATION
(AS AMENDED AND RESTATED JANUARY 20, 2004)

Acting pursuant to Tennessee Code Annotated Section 48-18-206, Article
11(b)(8) of the Corporation's restated charter, as amended, and Article III(6)
of the Corporation's bylaws, as amended, the Board of Directors of First
Tennessee National Corporation hereby creates the Compensation Committee (the
'Committee') of the Board of Directors, which shall serve as a compensation
committee for the Corporation, with such specific authority as is herein
provided. This Committee was known prior to January 20, 2004 as the Human
Resources Committee, and all references to the Human Resources Committee in any
of the plans named in Section 7 herein shall be understood to refer to this
Committee.

Purposes of the Committee

The purposes of the Committee are (1) to discharge the Board's
responsibilities relating to the compensation of the Corporation's executive
officers, (2) to produce an annual report on executive compensation for
inclusion in the Corporation's proxy statement, in accordance with the rules and
regulations of the Securities and Exchange Commission ('SEC'), (3) to identify
and recommend to the Board individuals for appointment as officers, (4) to
evaluatethe Corporation's management, and (5) to carry out certain other duties
set forth herein.

Qualifications of Committee Members

The Committee shall be appointed annually by a majority of the entire Board,
upon recommendation of the Committee, and shall consist of at least three
members of the Board, each of whom is 'independent' under the rules of the New
York Stock Exchange ('NYSE'). In addition, at least two members of the Committee
must be directors of the Corporation who are 'outside directors' for purposes of
Section 162(m) of the Internal Revenue Code of 1986, as amended, and at least
two members of the Committee must be directors of the Corporation who are
'non-employee directors' for purposes of Section 16 of the Securities Exchange
Act of 1934. Only members who meet the Section 162(m) test may participate in
decisions required to be made by 'outside directors' under Section 162(m), and
any other member of the Committee must recuse himself or herself with respect to
those issues. Only members who meet the Section 16 test may participate in
decisions required to be made by 'non-employee directors' under Section 16, and
any other member of the Committee must recuse himself or herself with respect to
those issues. If a quorum of the Committee is present in accordance with the
requirements of the 'Operation of the Committee' section of this charter, then
the action taken by at least two 'outside directors' (with respect to matters
required to be acted upon by 'outside directors') and the action taken by at
least two 'non-employee directors' (with respect to matters required to be acted
upon by 'non-employee directors') each shall be the valid action of this
Committee and is fully authorized by the Board of Directors, as long as such
action is taken by a majority of the 'outside directors' or a majority of the
'non-employee directors,' as applicable. Members of the Committee may be
replaced by the Board.

Operation of the Committee

Meetings shall be held at least four times yearly and may be called at any
time by the Committee Chairperson or by any two members of the Committee upon
written or oral notice to a majority of the Committee prior to the meeting. A
quorum shall consist of a majority of the members, and the vote of the majority
of the members present at a meeting at which a quorum is present shall be the
act of the Committee. Proceedings of the Committee over the signature of a
member in attendance shall be recorded in a minute book and reflect the names of
those in attendance. The Chairperson of the Committee, or acting Chairperson of
the meeting, will present a report of the Committee activities to the full Board
of Directors at its next regularly scheduled meeting. The Secretary of the Board
will permanently maintain the minutes of Committee meetings. Meetings may be
held jointly with a similar committee of First Tennessee

E-1

Bank National Association ('Bank') if either the members of the Bank's committee
and the members of this Committee are identical or all of the members of the
Bank's committee meet the independence requirements of the NYSE. The Committee
may invite to its meetings such members of management as it may deem desirable
or appropriate, consistent with the maintenance of the confidentiality of
compensation discussions. The Corporation's Chief Executive Office ('CEO')
should not attend the portion of any meeting where the CEO's performance or
compensation are discussed, unless specifically invited by the Committee. It
will be the responsibility of the Committee to maintain free and open means of
communication between the directors and management of the Corporation.

The Committee shall have unrestricted access to Corporation personnel and
documents and shall have the resources and authority appropriate to discharge
its duties and responsibilities, including the authority to select, retain,
terminate and approve the fees and other retention terms of special counsel or
other experts or consultants, as it deems appropriate, without seeking approval
of the Board or management. The Committee shall have the authority to retain
compensation consultants to assist in the evaluation of CEO or senior executive
officer compensation, including authority to approve the fees and other
retention terms. The Committee may, in its discretion, delegate all or a portion
of its duties and responsibilities to a subcommittee of the Committee.

Duties and Responsibilities of the Committee

1. To recommend to the Board major corporate policies and objectives with
respect to the Corporation's compensation and management of its human
resources.

2. To make regular reports to the Board and to provide a periodic review,
evaluation and reporting link between management and the Board with
respect to the Corporation's compensation and management of its human
resources.

3. To review periodically management's human resources policies,
guidelines, procedures, and practices for conformity with corporate
objectives and policies concerning the Corporation's compensation and
management of its human resources, including a periodic review of
compensation structures for non-executive officers.

4. To review and approve corporate goals and objectives relevant to the
compensation of the CEO, evaluate the performance of the CEO in light of
those goals and objectives, and set the CEO's compensation level based
on this evaluation.

5. To fix the compensation, including bonus and other compensation and any
severance or similar termination payments, of executive officers.

6. To make recommendations to the Board concerning the adoption or
amendment of employee benefit plans, management compensation plans,
incentive compensation plans and equity-based plans, including plans
applicable to executive officers.

7. To serve as the Committee required:

a. by the terms of the 1992 Restricted Stock Incentive Plan;

b. by the terms of the 1984 and 1990 Stock Option Plans and the
1995, 1997 and 2000 Employee Stock Option Plans;

c. by terms of the Directors & Executives Deferred Compensation
Plan;

d. to resolve questions of interpretation arising under the
Non-Employee Directors' Deferred Compensation Stock Option
Plan and the 2000 Non-Employee Directors' Deferred
Compensation Stock Option Plan;

e. by the terms of the 2002 Management Incentive Plan;

f. to review the appropriateness of the issuance of Corporation
common stock under the terms of the Savings Plan as required
by resolutions of the Board as adopted from time to time;

E-2

g. to designate those eligible to participate in the Pension
Restoration Plan and Survivor Benefit Plan;

h. by the terms of the 2002 Bank Director and Advisory Board
Member Deferral Plan, the Bank Director and Advisory Board
Member Deferral Plan and the Bank Advisory Director Deferral
Plan;

i. by the terms of the 2003 Equity Compensation Plan; and

j. by the terms of the First Tennessee National Bank
Nonqualified Deferred Compensation Plan and the First
Horizon Nonqualified Deferred Compensation Plan.

8. In consultation with management, to oversee regulatory compliance with
respect to compensation matters, including (a) overseeing the
Corporation's policies on structuring compensation programs to maximize
tax deductibility while retaining the discretion deemed necessary to
compensate executive officers in a manner commensurate with performance
and the competitive market for executive talent, and (b) as and when
required, establishing performance goals and certifying that performance
goals have been attained for purposes of Section 162(m) of the Internal
Revenue Code.

9. To produce annually a Report of the Compensation Committee for inclusion
in the Corporation's proxy statement in accordance with applicable SEC
rules and regulations.

10. To make recommendations to the Board concerning the creation of
corporate offices and the defining of authority and responsibility of
such offices and concerning nominees to fill such offices.

11. To make recommendations to the Board regarding the appointment of
incumbent officers, including consideration of their performance in
determining whether to nominate them for reelection, and to review
succession plans for executive officers, including the CEO.

12. To review, monitor and make recommendations to the Board or management,
as appropriate, with respect to any communications directed to the
Corporation or one or more of the directors relating to performance,
nomination or removal of officers.

13. During the period of time between the annual appointment of officers by
the Board at its organizational meeting following the annual meeting of
shareholders, to create corporate offices and define the authority and
responsibility of such offices, except to the extent such authority or
responsibility would not be consistent with the law, the charter or the
bylaws, to appoint persons to any office of the Corporation except
Chairman of the Board, Chief Executive Officer, President, Auditor, and
any office the incumbent in which is designated by the Board as an
Executive Officer, and to remove from office any person that was, or
could have been, so appointed by the Committee.

14. To evaluate the Corporation's management.

15. To prepare and provide to the Board an annual performance evaluation of
the Committee, which evaluation shall compare the performance of the
Committee with the requirements of this Charter. The performance
evaluation shall also recommend to the Board any improvements to the
Committee's Charter deemed necessary or desirable by the Committee. The
performance evaluation by the Committee shall be conducted in such
manner as the Committee deems appropriate. The report to the Board may
take the form of an oral report by the chairperson of the Committee or
any other member of the Committee designated by the Committee to make
this report.

16. To serve as the committee required by the Bylaws and resolutions of the
Corporation to be responsible for and with authority to make and record
all requests of directors, officers and employees of the Corporation, or
any of its subsidiaries, to serve other business entities at the
Corporation's request and to be indemnified against liability arising
from such service.

17. To review compliance with the Management Interlocks Acts and approve
indemnification for officers and directors.

E-3

Corporate Officers

J. Kenneth Glass
Chairman of the Board
President and Chief Executive Officer

Ralph Horn
Chairman of the Board
(Retired Dec. 31, 2003)

Charles G. Burkett
President
Retail Financial Services

Larry B. Martin
President
Business Financial Services

John H. Hamilton
Executive Vice President
Product Management and Delivery Services

Herbert H. Hilliard
Executive Vice President
Risk Management

Harry A. Johnson, III
Executive Vice President
General Counsel

James F. Keen
Executive Vice President
Corporate Controller

Sarah L. Meyerrose
Executive Vice President
Corporate and Employee Services

Marty Mosby
Executive Vice President
Chief Financial Officer

John P. O'Connor, Jr.
Executive Vice President
Chief Credit Officer

Elbert L. Thomas, Jr.
Executive Vice President
Interest Rate Risk Manager

Milton A. Gutelius, Jr.
Senior Vice President
Corporate Treasurer

Clyde A. Billings, Jr.
Senior Vice President
Assistant General Counsel
Corporate Secretary

Board of Directors

Robert C. Blattberg
Polk Brothers Distinguished Professor of Retailing
J.L. Kellogg Graduate School of Management
Northwestern University

George E. Cates
Retired Chairman of the Board
Mid-America Apartment Communities, Inc.

J. Kenneth Glass
Chairman of the Board
President and Chief Executive Officer

James A. Haslam, III
Chief Executive Officer
Pilot Travel Centers LLC

Ralph Horn
Chairman of the Board
(Retired Dec. 31, 2003)

R. Brad Martin
Chairman of the Board and Chief Executive Officer
Saks Incorporated

Vicki R. Palmer
Executive Vice President, Financial Services and Administration
Coca-Cola Enterprises Inc.

Mike D. Rose
Chairman
Gaylord Entertainment Company

Mary F. Sammons
President and Chief Executive Officer
Rite Aid Corporation

William B. Sansom
Chairman of the Board and Chief Executive Officer
The H.T. Hackney Co.

Jonathan P. Ward
Chairman of the Board and Chief Executive Officer
The ServiceMaster Company

Luke Yancy, III
President and Chief Executive Officer
Mid-South Minority Business Council

[LOGO FIRST TENNESSEE'r'

All Things Financial'r']

[LOGO FIRST TENNESSEE'r'

All Things Financial'r']

Appendix 1

[LOGO] FIRST TENNESSEE

First Tennessee National Corporation
Annual Meeting
April 20, 2004
10:00 a.m. Central Daylight Time
First Tennessee Building
M-Level Auditorium
165 Madison Avenue
Memphis, Tennessee 38103

If you consented to access your proxy information electronically, you may
view it by going to the following website on the internet:
http://www.firsttennessee.com

If you would like to access the proxy material electronically next year,
you may do so by giving your consent at the following website:
http://www.econsent.com/ftn/

[LOGO] FIRST TENNESSEE
FIRST TENNESSEE NATIONAL CORPORATION

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints George P. Lewis and Lewis R. Donelson, or any one
or more of them with full power of substitution, as Proxy or Proxies, to
represent and vote all shares of stock standing in my name on the books of the
Corporation at the close of business on February 27, 2004, which I would be
entitled to vote if personally present at the Annual Meeting of Shareholders of
First Tennessee National Corporation to be held in the Auditorium, First
Tennessee Building, 165 Madison Avenue, Memphis, Tennessee, April 20, 2004, at
10 a.m. CDT or any adjournments thereof, upon the matters set forth in the
notice of said meeting as stated on the reverse side. The Proxies are further
authorized to vote in their discretion as to any other matters which may come
before the meeting. The Board of Directors, at the time of preparation of the
Proxy Statement, knows of no business to come before the meeting other than that
referred to in the Proxy Statement.

THE SHARES COVERED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
AUTOMATED TELEPHONE VOTING INSTRUCTIONS, THE INTERNET VOTING INSTRUCTIONS, OR
THE INSTRUCTIONS GIVEN ON THE REVERSE SIDE AND WHEN NO INSTRUCTIONS ARE GIVEN
WILL BE VOTED FOR PROPOSALS 1, 2, 3 AND 4 WHICH ARE DESCRIBED IN THE
ACCOMPANYING NOTICE OF ANNUAL MEETING AND PROXY STATEMENT AND ON THE REVERSE
SIDE OF THIS PROXY.

YOU CAN VOTE YOUR PROXY BY TELEPHONE, OVER THE INTERNET, OR BY SIGNING AND
RETURNING THIS CARD ON THE REVERSE SIDE.

(Continued and see voting instructions on reverse side.)

COMPANY # _________________

There are three ways to vote your Proxy.

Your telephone or Internet vote authorizes the Named Proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.

VOTE BY PHONE- TOLL FREE - 1-800-560-1965 - QUICK *** EASY *** IMMEDIATE

o Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a
week until 12:00 p.m. (CDT) on April 19, 2004.

o Please have your proxy card and the last 4 digits of your Social Security
Number available. Follow the simple instructions the voice provides you.

VOTE BY INTERNET - http://www.eproxy.com/ftn/ - QUICK *** EASY *** IMMEDIATE
--------------------------
o Use the Internet to vote your proxy 24 hours a day, 7 days a week until
12:00 p.m. (CDT) on April 19, 2004.

o Please have your proxy card and the last 4 digits of your Social Security
Number available. Follow the simple instructions to obtain your records
and create an electronic ballot.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope
we've provided or return it to First Tennessee National Corporation, c/o
Shareowner Services 'sm', P. O. Box 64873, St. Paul, MN 55164-0873.

|X| Please mark votes as in this example.

If you vote by Phone or Internet, please do not mail your Proxy Card.
Please detach here

The Board of Directors unanimously recommends a vote FOR items 1, 2, 3 and
4.

1. Election of four Class II directors to serve until the 2007 Annual
Meeting of Shareholders and one Class III director to serve until the
2005 Annual Meeting of Shareholders.

Class II Nominees: (01) Robert C. Blattberg (02) J. Kenneth Glass
(03) Michael D. Rose and (04) Luke Yancy III

Class III Nominee: (05) Mary F. Sammons

/ / VOTE FOR / / VOTE WITHHELD
all nominees from all nominees

Instructions: To withhold authority to vote for any nominee(s), write the
number(s) of the nominee(s) in the box to the right.

2. Approval of an amendment to FTNC's Charter changing the corporation's
name. / / For / / Against / / Abstain

3. Approval of an amendment to FTNC's 2003 Equity Compensation Plan. / / For / / Against / / Abstain

4. Ratification of appointment of KPMG LLP as auditors. / / For / / Against / / Abstain

The undersigned hereby acknowledges receipt of notice of said meeting
and the related proxy statement.

Address change? Mark Box / / Date_________________, 2004
Indicate changes below:

Shareholders sign here exactly as shown
on the imprint on this card. When signing as
Attorney, Executor, Administrator, Trustee
or Guardian, please give full name. If more
than one Trustee, all should sign. All Joint
Owners should sign.

STATEMENT OF DIFFERENCES
------------------------

The registered trademark symbol shall be expressed as.................. 'r'
The service mark symbol shall be expressed as.......................... 'sm'
The section symbol shall be expressed as............................... 'SS'