-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CmolfpsrlfHfivye+4yQuxv8oOvNOKqVmib2762xwNqUXD6yQi7XkTWorQo9r0zI JQhNsM1T6FJrQ228CexhFg== 0000950123-96-007402.txt : 19961218 0000950123-96-007402.hdr.sgml : 19961218 ACCESSION NUMBER: 0000950123-96-007402 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19961217 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST TENNESSEE NATIONAL CORP CENTRAL INDEX KEY: 0000036966 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 620803242 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-17457 FILM NUMBER: 96682151 BUSINESS ADDRESS: STREET 1: 165 MADISON AVE CITY: MEMPHIS STATE: TN ZIP: 38103 BUSINESS PHONE: 9015234444 MAIL ADDRESS: STREET 1: P O BOX 84 CITY: MEMPHIS STATE: TN ZIP: 38101-0084 FORMER COMPANY: FORMER CONFORMED NAME: FIRST TENNESSEE BANKS INC DATE OF NAME CHANGE: 19600201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST TENNESSEE CAPITAL I CENTRAL INDEX KEY: 0001028462 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-17457-01 FILM NUMBER: 96682152 BUSINESS ADDRESS: STREET 1: C/O FIRST TENNESSEE NATIONAL CORP. STREET 2: 165 MADISON AVE. CITY: MEMPHIS STATE: TN ZIP: 38103 BUSINESS PHONE: 9015234444 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST TENNESSEE CAPITAL II CENTRAL INDEX KEY: 0001028463 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-17457-02 FILM NUMBER: 96682153 BUSINESS ADDRESS: STREET 1: C/O FIRST TENNESSEE NATIONAL CORP. STREET 2: 165 MADISON AVE. CITY: MEMPHIS STATE: TN ZIP: 38103 BUSINESS PHONE: 9015234444 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST TENNESSEE CAPITAL III CENTRAL INDEX KEY: 0001028464 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-17457-03 FILM NUMBER: 96682154 BUSINESS ADDRESS: STREET 1: C/O FIRST TENNESSEE NATIONAL CORP. STREET 2: 165 MADISON AVE. CITY: MEMPHIS STATE: TN ZIP: 38103 BUSINESS PHONE: 9015234444 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST TENNESSEE CAPITAL IV CENTRAL INDEX KEY: 0001028465 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-17457-04 FILM NUMBER: 96682155 BUSINESS ADDRESS: STREET 1: C/O FIRST TENNESSEE NATIONAL CORP. STREET 2: 165 MADISON AVE. CITY: MEMPHIS STATE: TN ZIP: 38103 BUSINESS PHONE: 9015234444 S-3/A 1 AMENDMENT NO. 2 TO FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 1996 REGISTRATION NOS. 333-17457, 333-17457-01, 333-17457-02, 333-17457-03, 333-17457-04 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ FIRST TENNESSEE NATIONAL CORPORATION FIRST TENNESSEE CAPITAL I (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) FIRST TENNESSEE CAPITAL II TENNESSEE FIRST TENNESSEE CAPITAL III (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) FIRST TENNESSEE CAPITAL IV 62-0803242 (EXACT NAME OF EACH REGISTRANT AS SPECIFIED IN ITS TRUST (I.R.S. EMPLOYER IDENTIFICATION NO.) AGREEMENT) 165 MADISON AVENUE, MEMPHIS, TENNESSEE 38103 DELAWARE (901) 523-4444 (STATE OR OTHER JURISDICTION OF INCORPORATION (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING OR ORGANIZATION OF EACH REGISTRANT) AREA CODE, 62-6314154 OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) 62-6314155 62-6314156 62-6314157 (I.R.S. EMPLOYER IDENTIFICATION NO.) C/O FIRST TENNESSEE NATIONAL CORPORATION 165 MADISON AVENUE, MEMPHIS, TENNESSEE 38103 (901) 523-4444 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF EACH REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------ HARRY A. JOHNSON, III EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL FIRST TENNESSEE NATIONAL CORPORATION 165 MADISON AVENUE, MEMPHIS, TENNESSEE 38103 (901) 523-4444 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE OF EACH REGISTRANT) WITH COPIES TO: PATRICIA A. CERUZZI LEE MEYERSON SULLIVAN & CROMWELL SIMPSON THACHER & BARTLETT 125 BROAD STREET, NEW YORK, NEW YORK 10004 425 LEXINGTON AVENUE, NEW YORK, NEW YORK 10017 (212) 558-4000 (212) 455-2000
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the Registration Statement becomes effective. ------------------------ If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
PROPOSED PROPOSED TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------------------- Junior Subordinated Deferrable Interest Debentures of First Tennessee National Corporation(2)............ 12,000,000 $25 $300,000,000 $90,910(6) - ---------------------------------------------------------------------------------------------------------------------------------- Preferred Securities of First Tennessee Capital I, First Tennessee Capital II, First Tennessee Capital III, First Tennessee Capital IV.................... $300,000,000 $25 $300,000,000 NA - ---------------------------------------------------------------------------------------------------------------------------------- First Tennessee National Corporation Guarantee with respect to Preferred Securities(3)(4).............. NA NA NA NA - ---------------------------------------------------------------------------------------------------------------------------------- Total................................................ $300,000,000(5) 100% $300,000,000(5) $90,910(6) - ---------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the registration fee. (2) The Junior Subordinated Deferrable Interest Debentures will be purchased by First Tennessee Capital I, First Tennessee Capital II, First Tennessee Capital III and First Tennessee Capital IV with the proceeds of the sale of the Preferred Securities. (3) No separate consideration will be received for the First Tennessee National Corporation Guarantee. (4) This Registration Statement is deemed to cover the Junior Subordinated Deferrable Interest Debentures of First Tennessee National Corporation, the rights of holders of Junior Subordinated Deferrable Interest Debentures of First Tennessee National Corporation under the Indenture, the rights of holders of Preferred Securities of First Tennessee Capital I, First Tennessee Capital II, First Tennessee Capital III, and First Tennessee Capital IV under each Trust Agreement, the rights of holders of the Preferred Securities under the Guarantees, which, taken together, fully, irrevocably and unconditionally guarantee all of the respective obligations of First Tennessee Capital I, First Tennessee Capital II, First Tennessee Capital III and First Tennessee Capital IV under the Preferred Securities. (5) Such amount represents the principal amount of Junior Subordinated Deferrable Interest Debentures issued at their principal amount and the issue price rather than the principal amount of Junior Subordinated Deferrable Interest Debentures issued at an original issue discount. Such amount also represents the initial public offering price of the First Tennessee Capital I, First Tennessee Capital II, First Tennessee Capital III and First Tennessee Capital IV Preferred Securities. (6) This amount has previously been paid. ------------------------ THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. Registration fee under the Securities Act of 1933, as amended............ $ 90,910 Blue Sky fees and expenses (including counsel fees)...................... 30,000 Fees of rating agencies.................................................. 200,000 Trustees' fees and expenses.............................................. 20,000 Printing and engraving................................................... 20,000 Accounting services...................................................... 30,000 Legal fees of Registrant's counsel....................................... 200,000 Miscellaneous............................................................ 9,090 ---------- Total.......................................................... $600,000 ==========
- --------------- * To be filed by amendment. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Tennessee Code Annotated, Sections 48-18-501 through 48-18-509 authorizes a corporation to provide for the indemnification of officers, directors, employees and agents in terms sufficiently broad to permit indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended. The Corporation has adopted the provisions of the Tennessee statute pursuant to Article XXVIII of its Bylaws. Also, the Corporation has a Directors' and Officers' Liability Insurance Policy which provides coverage sufficiently broad to permit indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1931, as amended. Tennessee Code Annotated Section 48-12-102 permits the inclusion in the charter of a Tennessee corporation of a provision, with certain exceptions, eliminating the personal monetary liability of directors to the corporation or its shareholders for breach of the duty of care. The Corporation has adopted the provisions of the statute in Article 13 of its charter. The shareholders of the Corporation have approved an amendment to Article XXVIII of the Bylaws pursuant to which the Corporation is required to indemnify each director and any officers designated by the Corporation's Board of Directors, and advance expenses, to the maximum extent not prohibited by law. In accordance with the foregoing, the Board is authorized to enter into individual indemnity agreements with the directors and such officers. Such indemnity agreements have been approved for all of the directors and certain officers. Reference is also made to the Underwriting Agreement filed as an Exhibit hereto, for provisions regarding indemnification of the registrant's officers and directors against certain liabilities. Under the Trust Agreement, the Corporation will agree to indemnify each of the Trustees of the Issuer or any predecessor Trustee for the Issuer, and to hold the Trustee harmless against, any loss, damage, claims, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the Trust Agreements, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under the Trust Agreements. II-1 3 ITEM 16. EXHIBITS.
EXHIBIT ------- 1 Form of Underwriting Agreement. 4.1 Restated Charter of the Corporation, as amended (incorporated by reference to Exhibit 3(i) to the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1995). 4.2 By-laws, as amended, of the Corporation (incorporated by reference to Exhibit 3(ii) of the Corporation's Quarterly Report on Form 10-Q, for the quarter ended June 30, 1996). 4.3 Form of Junior Subordinated Indenture, to be dated as of , 1996, between the Corporation and The Bank of New York, as Debenture Trustee.* 4.4 Certificate of Trust of First Tennessee Capital I.* 4.5 Trust Agreement of First Tennessee Capital I.* 4.6 Certificate of Trust of First Tennessee Capital II.* 4.7 Trust Agreement of First Tennessee Capital II.* 4.8 Certificate of Trust of First Tennessee Capital III.* 4.9 Trust Agreement of First Tennessee Capital III.* 4.10 Certificate of Trust of First Tennessee Capital IV.* 4.11 Trust Agreement of First Tennessee Capital IV.* 4.12 Form of Amended and Restated Trust Agreement of First Tennessee Capital I.* 4.13 Form of Amended and Restated Trust Agreement of First Tennessee Capital II.* 4.14 Form of Amended and Restated Trust Agreement of First Tennessee Capital III.* 4.15 Form of Amended and Restated Trust Agreement of First Tennessee Capital IV.* 4.16 Form of Junior Subordinated Debenture Certificate (included in Exhibit 4.3).* 4.17 Form of Preferred Security Certificate for First Tennessee Capital I (included as Exhibit D of Exhibit 4.12).* 4.18 Form of Preferred Security Certificate for First Tennessee Capital II (included as Exhibit D of Exhibit 4.13).* 4.19 Form of Preferred Security Certificate for First Tennessee Capital III (included as Exhibit D of Exhibit 4.14).* 4.20 Form of Preferred Security Certificate for First Tennessee Capital IV (included as Exhibit D of Exhibit 4.15).* 4.21 Form of Guarantee Agreement for First Tennessee Capital I.* 4.22 Form of Guarantee Agreement for First Tennessee Capital II.* 4.23 Form of Guarantee Agreement for First Tennessee Capital III.* 4.24 Form of Guarantee Agreement for First Tennessee Capital IV.* 5.1 Opinion of Counsel as to legality of the Junior Subordinated Debentures and the Guarantees to be issued by the Corporation. 5.2 Opinion of Special Counsel as to legality of the Junior Subordinated Debentures and the Guarantees to be issued by the Corporation. 5.3 Opinion of Special Delaware Counsel as to legality of the Preferred Securities to be issued by First Tennessee Capital I. 5.4 Opinion of Special Delaware Counsel as to legality of the Preferred Securities to be issued by First Tennessee Capital II. 5.5 Opinion of Special Delaware Counsel as to legality of the Preferred Securities to be issued by First Tennessee Capital III.
II-2 4
EXHIBIT ------- 5.6 Opinion of Special Delaware Counsel as to legality of the Preferred Securities to be issued by First Tennessee Capital IV. 8 Opinion of counsel as to certain federal income tax matters. 12 Statement Regarding Computation of Consolidated Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Stock Dividend Requirements.* 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Counsel to the Corporation. (included in Exhibit 5.1). 23.3 Consent of Special Counsel to the Corporation (included in Exhibit 5.2). 23.4 Consent of Special Delaware Counsel (included in Exhibit 5.3). 23.5 Consent of Special Delaware Counsel (included in Exhibit 5.4). 23.6 Consent of Special Delaware Counsel (included in Exhibit 5.5). 23.7 Consent of Special Delaware Counsel (included in Exhibit 5.6). 23.8 Consent of tax counsel (included in Exhibit 8). 24 Powers of Attorney.* 25.1 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Junior Subordinated Indenture.* 25.2 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Amended and Restated Trust Agreement of First Tennessee Capital I.* 25.3 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Amended and Restated Trust Agreement of First Tennessee Capital II.* 25.4 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Amended and Restated Trust Agreement of First Tennessee Capital III.* 25.5 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Amended and Restated Trust Agreement of First Tennessee Capital IV.* 25.6 Form T-1 Statement of Eligibility of The Bank of New York under the Guarantee for the benefit of the holders of Preferred Securities of First Tennessee Capital I.* 25.7 Form T-1 Statement of Eligibility of The Bank of New York under the Guarantee for the benefit of the holders of Preferred Securities of First Tennessee Capital II.* 25.8 Form T-1 Statement of Eligibility of The Bank of New York under the Guarantee for the benefit of the holders of Preferred Securities of First Tennessee Capital III.* 25.9 Form T-1 Statement of Eligibility of The Bank of New York under the Guarantee for the benefit of the holders of Preferred Securities of First Tennessee Capital IV.*
- --------------- * Previously filed. ITEM 17. UNDERTAKINGS. Each of the undersigned Registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of a Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each Registrant pursuant to the provisions described under Item 15 above, or otherwise, each Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as II-3 5 expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by each Registrant of expenses incurred or paid by a director, officer or controlling person of each Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each Registrant will, unless in the opinion of its counsel the matter has been settled by the controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Each of the undersigned Registrants hereby also undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereto) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by a Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) to provide to the underwriter at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser. (5) That, for the purposes of determining any liability under the Securities Act of 1933: (i) The information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. (ii) Each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-4 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Memphis, State of Tennessee, on the 17th day of December, 1996. FIRST TENNESSEE NATIONAL CORPORATION By: ELBERT L. THOMAS, JR. ----------------------------------- Name: Elbert L. Thomas, Jr. Title: Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE CAPACITY DATE - ------------------------------- ----------------------------------- ------------------- * Chairman of the Board, President December 17, 1996 - ------------------------------- and Chief Executive Officer Ralph Horn (principal executive officer) and a Director * Executive Vice President and Chief December 17, 1996 - ------------------------------- Financial Officer (principal Elbert L. Thomas, Jr. financial officer) * Senior Vice President and December 17, 1996 - ------------------------------- Controller (principal accounting James F. Keen officer) Director December , 1996 - ------------------------------- Robert C. Blattberg * Director December 17, 1996 - ------------------------------- Carlos H. Cantu * Director December 17, 1996 - ------------------------------- George E. Cates Director December , 1996 - ------------------------------- J. Kenneth Glass Director December , 1996 - ------------------------------- James A. Haslam, III Director December , 1996 - ------------------------------- John C. Kelley, Jr. * Director December 17, 1996 - ------------------------------- R. Brad Martin
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SIGNATURE CAPACITY DATE - ------------------------------- ----------------------------------- ------------------- * Director December 17, 1996 - ------------------------------- Joseph Orgill, III * Director December 17, 1996 - ------------------------------- Vicki G. Roman * Director December 17, 1996 - ------------------------------- Michael D. Rose * Director December 17, 1996 - ------------------------------- William B. Sansom * Director December 17, 1996 - ------------------------------- Gordon P. Street, Jr.
*By: CLYDE A. BILLINGS, JR. Clyde A. Billings, Jr. Attorney-in-Fact II-6 8 Pursuant to the requirements of the Securities Act of 1933, First Tennessee Capital I certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Memphis, and State of Tennessee on the 17th day of December, 1996. FIRST TENNESSEE CAPITAL I By: First Tennessee National Corporation, as Depositor By: TERESA A. FEHRMAN ------------------------------------ Teresa A. Fehrman Pursuant to the requirements of the Securities Act of 1933, First Tennessee Capital II certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Memphis, and State of Tennessee on the 17th day of December, 1996. FIRST TENNESSEE CAPITAL II By: First Tennessee National Corporation, as Depositor By: TERESA A. FEHRMAN ------------------------------------ TERESA A. FEHRMAN Pursuant to the requirements of the Securities Act of 1933, First Tennessee Capital III certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Memphis, and State of Tennessee on the 17th day of December, 1996. FIRST TENNESSEE CAPITAL III By: First Tennessee National Corporation, as Depositor By: TERESA A. FEHRMAN ------------------------------------ TERESA A. FEHRMAN II-7 9 Pursuant to the requirements of the Securities Act of 1933, First Tennessee Capital IV certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Memphis, and State of Tennessee on the 17th day of December, 1996. FIRST TENNESSEE CAPITAL IV By: First Tennessee National Corporation, as Depositor By: TERESA A. FEHRMAN ------------------------------------ TERESA A. FEHRMAN II-8 10 EXHIBIT INDEX
EXHIBIT ------- 1 Form of Underwriting Agreement. 4.1 Restated Charter of the Corporation, as amended (incorporated by reference to Exhibit 3(i) to the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1995). 4.2 By-laws, as amended, of the Corporation (incorporated by reference to Exhibit 3(ii) of the Corporation's Quarterly Report on Form 10-Q, for the quarter ended June 30, 1996). 4.3 Form of Junior Subordinated Indenture, to be dated as of , 1996, between the Corporation and The Bank of New York, as Debenture Trustee.* 4.4 Certificate of Trust of First Tennessee Capital I.* 4.5 Trust Agreement of First Tennessee Capital I.* 4.6 Certificate of Trust of First Tennessee Capital II.* 4.7 Trust Agreement of First Tennessee Capital II.* 4.8 Certificate of Trust of First Tennessee Capital III.* 4.9 Trust Agreement of First Tennessee Capital III.* 4.10 Certificate of Trust of First Tennessee Capital IV.* 4.11 Trust Agreement of First Tennessee Capital IV.* 4.12 Form of Amended and Restated Trust Agreement of First Tennessee Capital I.* 4.13 Form of Amended and Restated Trust Agreement of First Tennessee Capital II.* 4.14 Form of Amended and Restated Trust Agreement of First Tennessee Capital III.* 4.15 Form of Amended and Restated Trust Agreement of First Tennessee Capital IV.* 4.16 Form of Junior Subordinated Debenture Certificate (included in Exhibit 4.3).* 4.17 Form of Preferred Security Certificate for First Tennessee Capital I (included as Exhibit D of Exhibit 4.12).* 4.18 Form of Preferred Security Certificate for First Tennessee Capital II (included as Exhibit D of Exhibit 4.13).* 4.19 Form of Preferred Security Certificate for First Tennessee Capital III (included as Exhibit D of Exhibit 4.14).* 4.20 Form of Preferred Security Certificate for First Tennessee Capital IV (included as Exhibit D of Exhibit 4.15).* 4.21 Form of Guarantee Agreement for First Tennessee Capital I.* 4.22 Form of Guarantee Agreement for First Tennessee Capital II.* 4.23 Form of Guarantee Agreement for First Tennessee Capital III.* 4.24 Form of Guarantee Agreement for First Tennessee Capital IV.* 5.1 Opinion of counsel as to legality of the Junior Subordinated Debentures and the Guarantees to be issued by the Corporation. 5.2 Opinion of Special Counsel as to legality of the Junior Subordinated Debentures and the Guarantees to be issued by the Corporation. 5.3 Opinion of Special Delaware Counsel as to legality of the Preferred Securities to be issued by First Tennessee Capital I. 5.4 Opinion of Special Delaware Counsel as to legality of the Preferred Securities to be issued by First Tennessee Capital II.
11
EXHIBIT ------- 5.5 Opinion of Special Delaware Counsel as to legality of the Preferred Securities to be issued by First Tennessee Capital III. 5.6 Opinion of Special Delaware Counsel as to legality of the Preferred Securities to be issued by First Tennessee Capital IV. 8 Opinion of counsel as to certain federal income tax matters. 12 Statement Regarding Computation of Consolidated Ratios of Earnings to Fixed Charges and Combined Fixed Charges and Preferred Stock Dividend Requirements.* 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Counsel to the Corporation. (included in Exhibit 5.1). 23.3 Consent of Special Counsel to the Corporation (included in Exhibit 5.2). 23.4 Consent of Special Delaware Counsel (included in Exhibit 5.3). 23.5 Consent of Special Delaware Counsel (included in Exhibit 5.4). 23.6 Consent of Special Delaware Counsel (included in Exhibit 5.5). 23.7 Consent of Special Delaware Counsel (included in Exhibit 5.6). 23.8 Consent of tax counsel (included in Exhibit 8). 24 Powers of Attorney.* 25.1 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Junior Subordinated Indenture.* 25.2 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Amended and Restated Trust Agreement of First Tennessee Capital I.* 25.3 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Amended and Restated Trust Agreement of First Tennessee Capital II.* 25.4 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Amended and Restated Trust Agreement of First Tennessee Capital III.* 25.5 Form T-1 Statement of Eligibility of The Bank of New York to act as trustee under the Amended and Restated Trust Agreement of First Tennessee Capital IV.* 25.6 Form T-1 Statement of Eligibility of The Bank of New York under the Guarantee for the benefit of the holders of Preferred Securities of First Tennessee Capital I.* 25.7 Form T-1 Statement of Eligibility of The Bank of New York under the Guarantee for the benefit of the holders of Preferred Securities of First Tennessee Capital II.* 25.8 Form T-1 Statement of Eligibility of The Bank of New York under the Guarantee for the benefit of the holders of Preferred Securities of First Tennessee Capital III.* 25.9 Form T-1 Statement of Eligibility of The Bank of New York under the Guarantee for the benefit of the holders of Preferred Securities of First Tennessee Capital IV.*
- --------------- * Previously filed. EX-1 2 FORM OF UNDERWRITING AGREEMENT 1 EXHIBIT I FIRST TENNESSEE CAPITAL I FIRST TENNESSEE CAPITAL II FIRST TENNESSEE CAPITAL III FIRST TENNESSEE CAPITAL IV PREFERRED SECURITIES GUARANTEED TO THE EXTENT SET FORTH IN THE GUARANTEES BY FIRST TENNESSEE NATIONAL CORPORATION Standard Provisions _________ __, 199_ From time to time First Tennessee Capital I, First Tennessee Capital II, First Tennessee Capital III or First Tennessee Capital IV, each a statutory business trust formed under the laws of the State of Delaware (each a "Trust" and collectively, the "Trusts"), and First Tennessee National Corporation, a Tennessee corporation (the "Company"), as depositor of each trust and as guarantor, may enter into one or more Pricing Agreements (each a "Pricing Agreement") in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, pursuant to which, and subject to the terms and conditions stated herein and therein, the Trust identified in the applicable Pricing Agreement (such Trust being the "Designated Trust" with respect to such Pricing Agreement) will propose to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the "Underwriters" with respect to such Pricing Agreement and the securities specified therein) certain of its preferred securities (the "Securities") representing undivided beneficial interests in the assets of the Designated Trust. The Securities specified in such Pricing Agreement are referred to as the "Firm Designated Securities" with respect to such Pricing Agreement. If specified in such Pricing Agreement, the Designated Trust may grant the Underwriters the right to purchase at their election an additional number of Securities, specified as provided in such Pricing Agreement as provided in Section 3 hereof (the "Optional Designated Securities"). The Firm Designated Securities and any Optional Designated Securities are collectively called the "Designated Securities." The proceeds of the sale of the Designated Securities to the public and of common securities of the Designated Trust (the "Common Securities") to the Company concurrently with the sale of the Designated Securities are to be invested in junior subordinated deferrable interest debentures of the Company (the "Subordinated Debentures") identified in the Pricing Agreement with respect to such Designated Securities (with respect to such Pricing Agreement, the "Designated Subordinated Debentures"), to be issued pursuant to a junior subordinated indenture to be dated as of December __, 1996 (the "Indenture") between the Company and The Bank of New York, as trustee (the "Debenture Trustee"). The Designated Securities may be exchangeable into Designated Subordinated Debentures, as specified in Schedule II to such Pricing Agreement. The Designated Securities will be guaranteed by the Company to the extent set forth in the Pricing Agreement with respect to such Designated Securities (the "Designated Guarantee") (all such Designated Guarantees together, the "Guarantees"). The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the amended and restated trust agreement identified in such Pricing Agreement (with respect to such Pricing Agreement, the "Trust Agreement"). The standard provisions set forth herein (these "Standard Provisions") may be incorporated by reference in any such Pricing Agreement. The Pricing Agreement, including these Standard Provisions to the extent incorporated therein by reference, is herein sometimes referred to as this "Agreement". 2 2 1. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Designated Securities, for whom the firms designated as representatives of the Underwriters of such Designated Securities in the Pricing Agreement relating thereto will act as representatives (the "Representatives"). The term "Representatives" also refers to a single firm acting as sole representative of the Underwriters and to Underwriters who act without any firm being designated as their representative. These Standard Provisions shall not be construed as an obligation of any Trust to sell any of the Securities or as an obligation of any of the Underwriters to purchase any of the Securities. The obligation of any Trust to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate number of the Firm Designated Securities, the maximum number of Optional Designated Securities, if any, the initial public offering price of such Firm and Optional Designated Securities or the manner of determining such price, the terms of the Designated Securities, including the terms on which and terms of the securities into which the Designated Securities will be exchangeable, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters, the number of such Designated Securities to be purchased by each Underwriter and the commission, if any, payable to the Underwriters with respect thereto and shall set forth the date, time and manner of delivery of such Firm Designated Securities and Optional Designated Securities, if any, and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the registration statement and prospectus with respect thereto) the terms of such Designated Securities. A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted. The standard provisions set forth herein will be incorporated by reference in any Pricing Agreement. The obligations of the Underwriters under this Agreement shall be several and not joint. 2. Each of the Designated Trust and the Company, jointly and severally, represents and warrants to, and agrees with, each of the Underwriters that: (a) A registration statement on Form S-3 (File No. 333-_____) (the "Initial Registration Statement") in respect of the Securities, the Subordinated Debentures and the Guarantees has been filed with the Securities and Exchange Commission (the "Commission"); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered or to be delivered to the Representatives and, excluding exhibits to such registration statement, but including all documents incorporated by reference in the prospectus included therein, to the Representatives for each of the other Underwriters has been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a "Rule 462(b) Registration Statement"), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Act"), which became effective upon filing, no other document with respect to the Initial Registration Statement or document incorporated by reference therein has heretofore been filed, or transmitted for filing, with the Commission (other than prospectuses filed pursuant to Rule 424(b) of the rules and regulations of the Commission under the Act, each in the form heretofore delivered to the Representatives); and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Act is hereinafter called a "Preliminary Prospectus"; the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including (i) the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective or such part of the Rule 462(b) 3 3 Registration Statement, if any, became or hereafter becomes effective, (ii) all exhibits thereto and (iii) the documents incorporated by reference in the prospectus contained in the registration statement at the time such part of the registration statement became effective but excluding Forms T-1, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the "Registration Statement"; the prospectus relating to the Securities, the Subordinated Debentures and the Guarantees, in the form in which it has most recently been filed, or transmitted for filing, with the Commission on or prior to the date of this Agreement, is hereinafter called the "Prospectus"; any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to the applicable form under the Act, as of the date of such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of any Trust, if any, the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any reference to the Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented in relation to the applicable Designated Securities in the form in which it is filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof, including any documents incorporated by reference therein as of the date of such filing); (b) The documents incorporated by reference in the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and, at the time of effectiveness or filing, as the case may be, none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and, at the time of effectiveness or filing, as the case may be, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Designated Trust or the Company by an Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented relating to such Securities; (c) The Registration Statement and the Prospectus conform, and any further amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information 4 4 furnished in writing to the Designated Trust or the Company by an Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented relating to such Securities; (d) The financial statements (including the related notes and supporting schedules) incorporated in the Prospectus present fairly the financial condition and results of operations of the entities purported to be shown thereby, at the dates and for the periods indicated, and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods indicated; (e) Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements incorporated by reference in the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus; and, since the respective dates as of which information is given or incorporated by reference in the Registration Statement and the Prospectus, there has not been any change in the capital stock (other than relating to issuances pursuant to stock benefit plans and dividend reinvestment plans and acquisitions of capital stock pursuant to announced share repurchase programs) or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Prospectus; (f) The Designated Trust has been duly created and is validly existing as a business trust in good standing under the laws of the State of Delaware, with power and authority to own, lease and operate its properties and conduct its business as described in the Prospectus and has conducted and will conduct no business other than the transactions contemplated by the Prospectus; the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Tennessee, with power and authority to own, lease and operate its properties and conduct its business as described in the Prospectus and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification (other than where the failure to be so qualified or in good standing would not have a material adverse effect on the Company and its subsidiaries taken as a whole); (g) The compliance by the Company and the Designated Trust with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company, the Designated Trust or any of their subsidiaries is a party or by which the Company, the Designated Trust or any of their subsidiaries is bound or to which any of the property or assets of the Company, the Designated Trust or any of their subsidiaries is subject other than such conflicts, breaches, violations or defaults which individually or on a cumulative basis would not have a material adverse effect on the Company and its subsidiaries taken as a whole, nor will such action result in any violation of the provisions of the Restated Charter or By-laws, each as amended, of the Company, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or the Designated Trust; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for sale of the Designated Securities or the Designated Subordinated Debentures or the consummation by the Company or the Designated Trust of the transactions contemplated 5 5 by this Agreement, except the registration under the Act of the Designated Securities and the Designated Subordinated Debentures and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Designated Securities by the Underwriters; (h) The Designated Guarantee, the Trust Agreement for the Designated Trust, the Designated Subordinated Debentures and the Indenture (the Designated Guarantee, such Trust Agreement, the Designated Subordinated Debentures and the Indenture being collectively referred to as the "Company Agreements") have each been duly authorized by the Company and when validly executed and delivered by the Company and, in the case of the Guarantee, by the Guarantee Trustee (as defined in the Guarantee), in the case of the Trust Agreement, by the Trustees (as defined in the Trust Agreement) and, in the case of the Indenture, by the Debenture Trustee, and, in the case of the Designated Subordinated Debentures, when validly issued by the Company and duly authenticated and delivered by the Debenture Trustee against payment therefore as contemplated by the Company Agreements, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (regardless of whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing; the Trust Agreement, the Indenture and the Designated Guarantee have each been duly qualified under the Trust Indenture Act; the Designated Subordinated Debentures are entitled to the benefits of the Indenture; and the Company Agreements, which will be in substantially the form filed as exhibits to the Registration Statement, will conform in all material respects to the descriptions thereof in the Prospectus as amended or supplemented with respect to the Designated Securities to which they relate; (i) The Common Securities and Designated Securities have been duly authorized by the Designated Trust and upon issuance and delivery and payment therefor in the manner described herein, will be duly authorized, validly issued, fully paid and non-assessable and will conform to their respective descriptions in the Prospectus; (j) Other than as set forth in the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is subject, as to which there exists a reasonably likelihood of an adverse determination which is reasonably likely, individually or on a cumulative basis, when resolved, to have a material adverse effect on the consolidated financial position, shareholders' equity or results of operations of the Company and its subsidiaries, taken as a whole, and, to the best of the Company's knowledge, no such proceedings are threatened; (k) The Company is not in violation of its restated charter or by-laws, in each case as amended; and neither the Company nor any of its subsidiaries is in default in the performance or observance of any material obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound other than such defaults which individually or on a cumulative basis would not have a material adverse effect on the financial condition, operating results, business or prospects of the Company and its subsidiaries taken as a whole or on the issue and sale of the Designated Securities or consummation of the transactions contemplated thereby; (l) Neither the Company nor the Designated Trust is an "investment company" within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the Commission thereunder; 6 6 (m) The Company is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended (the "BHC Act"); (n) The Company and each of its subsidiaries are in compliance in all material respects with all laws administered by and regulations of and any federal or state bank regulatory authority with jurisdiction over the Company or any of its subsidiaries (the "Bank Regulatory Authorities"), other than where such failures to comply would not have a material adverse effect on the Company and its subsidiaries, taken as a whole. Neither the Company nor any of its subsidiaries is a party to any written agreement or memorandum of understanding with, or a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or is a recipient of any extraordinary supervisory letter from, or has adopted any board resolutions at the request of, any Bank Regulatory Authority which restricts materially the conduct of its business, or in any manner relates to its capital adequacy, its credit policies or its management, nor have any of them been advised by any Bank Regulatory Authority that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, extraordinary supervisory letter, commitment letter or similar submission, or any such board resolutions; and (o) The Pricing Agreement with respect to the Designated Securities (incorporating these Standard Provisions) and this Agreement have been duly authorized, executed and delivered by the Company and the Designated Trust. 3. Upon the execution of the Pricing Agreement applicable to any Designated Securities and authorization by the Representatives of the release of the Firm Designated Securities, the several Underwriters propose to offer the Firm Designated Securities for sale upon the terms and conditions set forth in the Prospectus as amended or supplemented. The Designated Trust may specify in the Pricing Agreement applicable to any Designated Securities that the Designated Trust thereby grants to the Underwriters the right (an "Over-allotment Option") to purchase at their election up to the number of Optional Designated Securities set forth in such Pricing Agreement, on the terms set forth in the paragraph above, for the sole purpose of covering over-allotments in the sale of the Firm Designated Securities. Any such election to purchase Optional Designated Securities may be exercised by written notice from the Representatives to the Designated Trust and the Company, given within a period specified in the Pricing Agreement, setting forth the aggregate number of Optional Designated Securities to be purchased and the date on which such Optional Designated Securities are to be delivered, as determined by the Representatives but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless the Representatives, the Designated Trust and the Company otherwise agree in writing, earlier than or later than the respective number of business days after the date of such notice set forth in such Pricing Agreement. The number of Optional Designated Securities to be added to the number of Firm Designated Securities to be purchased by each Underwriter as set forth in Schedule I to the Pricing Agreement applicable to such Designated Securities shall be, in each case, the number of Optional Designated Securities which the Designated Trust and the Company have been advised by the Representatives have been attributed to such Underwriter; provided that, if the Designated Trust and the Company have not been so advised, the number of Optional Designated Securities to be so added shall be, in each case, that proportion of Optional Designated Securities which the number of Firm Designated Securities to be purchased by such Underwriter under such Pricing Agreement bears to the aggregate number of Firm Designated Securities (rounded as the Representatives may determine to the nearest 100 securities). The total number of Designated Securities to be purchased by all the Underwriters pursuant to such Pricing Agreement shall be the aggregate number of Firm Designated Securities set forth in Schedule I to such Pricing Agreement plus the aggregate number of Optional Designated Securities which the Underwriters elect to purchase. 7 7 As compensation to the Underwriters of the Designated Securities for their commitments hereunder and under the Pricing Agreement, and in view of the fact that the proceeds of the sale of the Designated Securities will be used by the Designated Trust to purchase the Designated Subordinated Debentures of the Company, the Company agrees to pay at each Time of Delivery to the Representatives, for the accounts of the several Underwriters, the amount set forth in the Pricing Agreement per preferred security for the Designated Securities to be delivered at each Time of Delivery. 4. Certificates for the Firm Designated Securities and the Optional Designated Securities to be purchased by each Underwriter pursuant to the Pricing Agreement relating thereto, in the form specified in such Pricing Agreement, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours' prior notice to the Designated Trust and the Company, shall be delivered by or on behalf of the Designated Trust to the Representatives for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer of Federal (same day) Funds to an account designated by the Designated Trust, (i) with respect to the Firm Designated Securities, all in the manner and at the place and time and date specified in such Pricing Agreement or at such other place and time and date as the Representatives, the Designated Trust and the Company may agree upon in writing, such time and date being herein called the "First Time of Delivery" and (ii) with respect to the Optional Designated Securities, if any, in the manner and at the time and date specified by the Representatives in the written notice given by the Representatives of the Underwriters' election to purchase such Optional Designated Securities, or at such other time and date as the Representatives, the Designated Trust and the Company may agree upon in writing, such time and date, if not the First Time of Delivery, herein called the "Second Time of Delivery". Each such time and date for delivery is herein called a "Time of Delivery". 5. The Designated Trust and the Company, jointly and severally, agree with each of the Underwriters of any Designated Securities: (a) To prepare the Prospectus as amended and supplemented in relation to such Designated Securities in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission's close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b); before amending or supplementing the Registration Statement or Prospectus as amended or supplemented after the date of the Pricing Agreement relating to such Securities and prior to any Time of Delivery for such Securities, to furnish to the Representatives a copy of each such proposed amendment or supplement (other than an amendment by reason of filing a report under the Exchange Act that is incorporated by reference in the Registration Statement and does not relate specifically to the Designated Securities) and not to file any such proposed amendment or supplement to which the Representatives reasonably object; to advise the Representatives promptly of any such amendment or supplement after any Time of Delivery for the Designated Securities and furnish the Representatives with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Designated Trust, if any, or the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Designated Securities, and during such same period to advise the Representatives, promptly after it receives notice thereof, of the time when any such amendment to the Registration Statement has been filed or becomes effective or any such supplement to the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Designated Securities or the Designated Subordinated Debentures, of the suspension of the qualification of the Designated Securities or the Designated Subordinated Debentures for offering or sale in any jurisdiction, of 8 8 the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Securities or suspending any such qualification, promptly to use its best efforts to obtain the withdrawal of such order; (b) Promptly from time to time to take such action as the Representatives may reasonably request to qualify such Designated Securities or the Designated Subordinated Debentures for offering and sale under the securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of such Designated Securities, provided that in connection therewith neither the Designated Trust nor the Company shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction; (c) To furnish the Underwriters with copies of the Prospectus in New York City as amended or supplemented in such quantities as the Representatives may reasonably request, from time to time, and, if the delivery of a prospectus is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering sale of the Designated Securities or the Designated Subordinated Debentures and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify the Representatives and upon their request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance. (d) In the case of the Company, to make generally available to its security holders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158); (e) During the period beginning from the date of the Pricing Agreement for such Designated Securities and continuing to and including the earlier of (i) the termination of trading restrictions for such Designated Securities, as notified to the Designated Trust and the Company by the Representatives and (ii) the last Time of Delivery for such Designated Securities, not to offer, sell, contract to sell or otherwise dispose of, except as provided hereunder, any Securities, any other beneficial interests in the assets of any Trust, or any preferred securities or any other securities of any Trust or the Company, as the case may be, that are substantially similar to such Designated Securities (including any guarantee of such securities) or any securities that are convertible into or exchangeable for, or that represent the right to receive securities, preferred securities or any such substantially similar securities of either any Trust or the Company without the prior written consent of the Representatives; 9 9 (f) In the case of the Company, to issue the Guarantee concurrently with the issue and sale of the Securities as contemplated herein or in the Pricing Agreement; (g) If the Pricing Agreement provides that a condition precedent to issuance of the Designated Securities at the Time of Delivery is that the Designated Securities shall have been duly listed subject to notice of issuance on the Nasdaq National Market System, to use its best efforts to list, subject to notice of issuance, the Designated Securities on the Nasdaq National Market System and, if the Company elects to terminate the Designated Trust and to distribute the Designated Subordinated Debentures to the holders of the Designated Securities in liquidation of the Designated Trust, to use its best efforts to list the Designated Subordinated Debentures, subject to notice of issuance, on the Nasdaq National Market System prior to such distribution; and (h) If the Trust and the Company elect to rely upon Rule 462(b), the Trust and the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 A.M., Washington, D.C. time, on the first New York Business Day following the date of the Pricing Agreement, and the Trust and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Act. 6. The Company covenants and agrees with the several Underwriters that it will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the registration of the Securities, the Guarantees and the Subordinated Debentures under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, any Pricing Agreement, any Company Agreement, the Securities and the Subordinated Debentures, any Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities, the Guarantees and the Subordinated Debentures for offering and sale under state securities laws as provided in Section 5 (b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey(s); (iv) any fees charged by securities rating services for rating the Securities and the Subordinated Debentures; (v) any filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, any required reviews by the National Association of Securities Dealers, Inc. of the terms of the sale of the Securities and the issuance of the Guarantees and the Subordinated Debentures; (vi) the cost of preparing the Securities and the Subordinated Debentures; (vii) the fees and expenses of any Trustee, Debenture Trustee and Guarantee Trustee, and any agent of any trustee and the fees and disbursements of counsel for any trustee in connection with any Trust Agreement, Indenture, Guarantee and the Securities; (viii) the cost of qualifying the Designated Securities with The Depository Trust Company; (ix) any fees and expenses in connection with listing the Designated Securities and the Designated Subordinated Debentures and the cost of registering the Securities under Section 12 of the Exchange Act; and (x) all other costs and expenses incident to the performance of its obligations hereunder and under any Over-allotment Options which are not otherwise specifically provided for in this Section . It is understood, however, that, except as provided in this Section , and Sections 8 and 11 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make. 7. The obligations of the Underwriters of any Designated Securities under the Pricing Agreement relating to such Designated Securities shall be subject, in the discretion of the Representatives, to the condition that all representations and warranties and other statements of the Designated Trust and the Company in or incorporated by reference in the Pricing Agreement relating to 10 10 such Designated Securities are, at and as of each Time of Delivery for such Designated Securities, true and correct, the condition that the Designated Trust and the Company shall have performed all of their respective obligations hereunder theretofore to be performed, and the following additional conditions: (a) The Prospectus as amended or supplemented in relation to such Designated Securities shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; if the Trust and the Company have elected to rely upon Rule 462(b), the Rule 462(b) Registration Statement shall have become effective by 10:00 A.M., Washington, D.C. time, on the first New York Business Day following the date of such Pricing Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives' reasonable satisfaction; (b) Counsel for the Underwriters shall have furnished to the Representatives such opinion or opinions, dated each Time of Delivery for such Designated Securities, with respect to the incorporation of the Company and the formation of the Designated Trust, the validity of the Designated Securities, the Designated Subordinated Debentures, the Designated Guarantee, the Registration Statement, the Prospectus as amended or supplemented, as well as such other related matters as the Representatives may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (c) Special counsel for the Company, shall have furnished to the Representatives its written opinions, dated the Time of Delivery for such Designated Securities in form and substance satisfactory to the Representatives, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Tennessee; (ii) The Company has been duly registered as a bank holding company under the BHC Act; (iii) The Pricing Agreement with respect to the Designated Securities has been duly authorized, executed and delivered by the Company; (iv) All regulatory consents, authorizations, approvals and filings required to be obtained or made by the Company under the Federal laws of the United States and the laws of the State of New York for the issuance, sale and delivery of the Securities by the Company to the Underwriters have been obtained or made; (v) The statements set forth (i) in the Prospectus under the captions "Description of Junior Subordinated Debentures", "Description of Preferred Securities", "Description of Guarantees" and "Relationship Among the Preferred Securities, the Corresponding Junior Subordinated Debentures and the Guarantees", and (ii) in the Prospectus as amended or supplemented under the captions "Certain Terms of Series A QUIPS Capital Securities", "Certain Terms of Series A Subordinated Debentures" and "Certain Terms of Series A Guarantee", insofar as they purport to constitute summaries of certain terms of the Designated Securities and the Company Agreements, in each case constitute accurate summaries of the Company Agreements and of the terms of such securities, as set forth in the Company Agreements, in all material respects; 11 11 (vi) The Designated Subordinated Debentures have been duly authorized by the Company and, when executed, authenticated, issued and delivered in the manner provided in the Indenture, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors' rights generally and to general equitable principles; (vii) The Indenture, the Designated Guarantee and the Trust Agreement for the Designated Trust have each been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery by the Debenture Trustee (in the case of the Indenture), by the Guarantee Trustee (in the case of the Guarantee) and by the Trustees (in the case of the Trust Agreement) constitute valid and legally binding obligations of the Company, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors' rights generally, to general equitable principles; and the Indenture, the Designated Guarantee and the Designated Trust Agreement have been duly qualified under the Trust Indenture Act; (viii) The Registration Statement and the Prospectus as amended or supplemented, and any further amendments and supplements thereto made by the Designated Trust or the Company prior to such Time of Delivery appeared on their face to be appropriately responsive in all material respects with the requirements of the Trust Indenture Act and the rules and regulations thereunder; and (ix) The Designated Trust is not an "investment company" or an entity "controlled" by an "investment company", as such terms are defined in the Investment Company Act of 1940, as amended. In rendering such opinion, special counsel may rely as to all matters governed by Tennessee law upon the in-house counsel's opinion referred to below. In-house counsel of the Designated Trust and the Company shall have furnished to the Representatives a written opinion, dated the Time of Delivery for such Designated Securities in form and substance satisfactory to the Representative, to the effect that: (x) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Tennessee, with full power and corporate authority to own, lease and operate its properties and conduct its business as described in the Prospectus as amended or supplemented; (xi) The execution, delivery and performance by the Company of this Agreement and the Company Agreements and the consummation by the Company and the Designated Trust of the transactions herein and therein contemplated will not result in any violation of the provisions of the Company's Restated Charter or By-Laws, each as amended, or conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, other than such conflicts, breaches, violations or defaults which individually or on a cumulative basis would not have a material adverse effect on the financial condition, operating results or prospects of the Company and its subsidiaries taken as a whole; nor will such actions by the Company result in any violation of any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company or its 12 12 properties; provided that for purposes of this opinion such counsel need not express any opinion with respect to State securities laws, antifraud laws, fraudulent transfer laws or antitrust laws; (xii) All consents, approvals, authorizations, orders, registrations or qualifications with any Tennessee governmental agency or body required for the issuance and sale of the Designated Securities being delivered at such Time of Delivery or the issuance of the Designated Guarantee and Designated Subordinated Debentures or the consummation by the Designated Trust or the Company of the transactions contemplated by this agreement have been obtained, except such as have been obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Designated Securities by the Underwriters or the issuance of the Designated Guarantee and Designated Subordinated Debentures by the Company; (xiii) The Registration Statement and the Prospectus as amended or supplemented, and any further amendments and supplements thereto made by the Designated Trust or the Company prior to such Time of Delivery (other than the financial statements and related schedules and other financial and statistical data therein and the Form T-1 Statements of Eligibility and Qualification of the Trustees, as to which such counsel need express no opinion), appeared on their face to be appropriately responsive in all material respects with the requirements of the Act and the rules and regulations thereunder; although they have not independently verified and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus, such counsel has no reason to believe that, as of its effective date, the Registration Statement or any further amendment thereto made by the Designated Trust or the Company prior to such Time of Delivery (other than the financial statements and related schedules and other financial and statistical data therein and the Form T-1 Statements of Eligibility and Qualification of the Trustees, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that, as of its date, the Prospectus as amended or supplemented or any further amendment or supplement thereto made by the Designated Trust or the Company prior to such Time of Delivery (other than the financial statements and related schedules and other financial and statistical data therein and the Form T-1 Statements of Eligibility and Qualification of the Trustees, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or that, as of such Time of Delivery, either the Registration Statement or the Prospectus as amended or supplemented or any further amendment or supplement thereto made by the Designated Trust or the Company prior to such Time of Delivery (other than the financial statements and related schedules and other financial and statistical data therein and the Form T-1 Statements of Eligibility and Qualification of the Trustees, as to which such counsel need express no opinion) contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and such counsel does not know of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus as amended or supplemented or required to be described in the Registration Statement or the Prospectus as amended or supplemented which are not filed or incorporated by reference or described as required; 13 13 (d) Special Delaware Counsel to the Designated Trust and the Company satisfactory to the Representatives, shall have furnished to you, the Company and the Designated Trust their written opinion, dated the respective Time of Delivery, in form and substance satisfactory to you, to the effect that (i) The Designated Trust has been duly created and is validly existing in good standing as a business trust under the Delaware Business Trust Act, and all filings required under the laws of the State of Delaware with respect to the creation and valid existence of the Designated Trust as a business trust have been made; (ii) Under the Delaware Business Trust Act and the Trust Agreement, the Designated Trust has the power and authority to own property and conduct its business, all as described in the Prospectus; (iii) The Trust Agreement constitutes a valid and legally binding obligation of the Company and the Trustees, enforceable against the Company and the Trustees, in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (iv) Under the Delaware Business Trust Act and the Trust Agreement, the Designated Trust has the power and authority to (a) execute and deliver, and to perform its obligations under this Agreement and the Pricing Agreement and (b) issue and perform its obligations under the Designated Securities and the Common Securities of the Designated Trust; (v) Under the Delaware Business Trust Act and the Trust Agreement, the execution and delivery by the Designated Trust of this Agreement and the Pricing Agreement, and the performance by the Designated Trust of its obligations thereunder and thereunder, have been duly authorized by all necessary action on the part of the Designated Trust; (vi) The Designated Securities have been duly authorized by the Trust Agreement and are duly and validly issued and, subject to the qualifications set forth herein, fully paid and non-assessable beneficial interests in the Designated Trust and are entitled to the benefits provided by the Trust Agreement; the holders of the Designated Securities (the "Securityholders"), as beneficial owners of the Designated Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware; provided that such counsel may note that the Securityholders may be obligated, pursuant to the Trust Agreement, to (a) provide indemnity and/or security in connection with and pay taxes or governmental charges arising from transfers or exchanges of Securities Certificates and the issuance of replacement Securities Certificates and (b) provide security and indemnity in connection with requests of or directions to the Property Trustee (as defined in the Trust Agreement) to exercise its rights and remedies under the Trust Agreement; (vii) The Common Securities of the Designated Trust have been duly authorized by the Trust Agreement and are validly issued and represent beneficial interests in the Designated Trust; (viii) Under the Delaware Business Trust Act and the Trust Agreement, the issuance of the Designated Securities and the Common Securities of the Designated Trust is not subject to preemptive rights; 14 14 (ix) The issuance and sale by the Designated Trust of Designated Securities and the Common Securities of the Designated Trust, the execution, delivery and performance by the Designated Trust of this Agreement and the Pricing Agreement, the consummation by the Designated Trust of the transactions contemplated thereby and compliance by the Designated Trust with its obligations thereunder will not violate (a) any of the provisions of the Certificate of Trust of the Designated Trust or the Trust Agreement, or (b) any applicable Delaware law or administrative regulation; (x) Assuming that the Designated Trust derives no income from or connected with services provided within the State of Delaware and has no assets, activities (other than maintaining the Delaware Trustee and the filing of documents with the Secretary of State of the State of Delaware) or employees in the State of Delaware, no authorization, approval, consent or order of any Delaware court or governmental authority or agency is required to be obtained by the Designated Trust solely in connection with the issuance and sale of the Designated Securities and the Common Securities of the Designated Trust. (In rendering the opinion expressed in this paragraph (x), such counsel need express no opinion concerning the securities laws of the State of Delaware.); and (xi) Assuming that the Designated Trust derives no income from or connected with services provided within the State of Delaware and has no assets, activities (other than maintaining the Delaware Trustee and the filing of documents with the Secretary of State of the State of Delaware) or employees in the State of Delaware, the Securityholders (other than those holders of the Securities who reside or are domiciled in the State of Delaware) will have no liability for income taxes imposed by the State of Delaware solely as a result of their participation in the Designated Trust, and the Designated Trust will not be liable for any income tax imposed by the State of Delaware. (e) Tax counsel for the Designated Trust and the Company satisfactory to the Representatives shall have furnished to you their written opinion, dated the respective Time of Delivery, in form and substance satisfactory to you, to the effect that such firm confirms its opinion set forth in the Prospectus under the captions "Certain Federal Income Tax Consequences", "Risk Factors-Option to Defer Interest Payment; Tax Consequences; Market Price Consequence", and "Risk Factors-Possible Tax Law Changes Affecting Series A QUIPS"; (f) On the date of the Pricing Agreement for such Designated Securities at a time prior to the execution of the Pricing Agreement with respect to the Designated Securities (if so provided in the Pricing Agreement) and at each Time of Delivery for such Designated Securities, the independent accountants of the Company who have certified the financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement shall have furnished to the Representatives a letter, dated the effective date of the Registration Statement or the date of the most recent report filed with the Commission containing financial statements and incorporated by reference in the Registration Statement, if the date of such report is later than such effective date, and a letter dated such Time of Delivery, respectively, to the effect set forth in Annex II hereto, and with respect to such letter dated such Time of Delivery, as to such other matters as the Representatives may reasonably request and in form and substance satisfactory to the Representatives; (g) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements incorporated by reference in the Prospectus any (i) loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set fort or contemplated in the Prospectus, and (ii) since the 15 15 respective dates as of which information is given in the Prospectus there shall not have been any change in the capital stock (other than relating to issuances pursuant to stock benefit plans and dividend reinvestment plans and acquisitions of capital stock pursuant to announced share repurchase programs) or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries taken as a whole, otherwise than as set forth or contemplated in the Prospectus, the effect of which, in any such case described in Clause (i) or (ii), is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Security on the terms and in the manner contemplated in the Prospectus. (h) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded the Company's debt securities by any "nationally recognized statistical rating organization", as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities; (i) On or after the date hereof there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the Nasdaq National Market System; (ii) a suspension or material limitation in trading in the Company's securities or the Nasdaq National Market System; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities; or (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, if the effect of any such event specified in this Clause (iv) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Prospectus; (j) If so provided in the Pricing Agreement, the Designated Securities at each Time of Delivery shall have been duly approved for listing subject to notice of issuance on the Nasdaq National Market System; (k) The Company shall have complied with the provisions of Section 5(c) hereof with respect to the furnishing of prospectuses on the New York Business Day next succeeding the date of the Pricing Agreement for such Designated Securities; and (l) The Designated Trust and the Company shall have furnished or caused to be furnished to the Representatives at each Time of Delivery for the Designated Securities certificates of officers of the Designated Trust and the Company satisfactory to the Representatives as to the accuracy of the representations and warranties of the Designated Trust and the Company herein at and as of such Time of Delivery, as to the performance by the Designated Trust and the Company of all of its obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in subsections (a) and (h) of this Section and as to such other matters as the Representatives may reasonably request (in each case to the best of such officer's knowledge after reasonable investigation). 8. (a) The Designated Trust and the Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus, or any amendment or supplement thereto, or arise out of or are based 16 16 upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company and the Designated Trust shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement or the Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company or the Designated Trust by any Underwriter, expressly for use therein. (b) Each Underwriter will indemnify and hold harmless the Designated Trust and the Company against any losses, claims, damages or liabilities to which the Designated Trust or the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, the Registration Statement or the Prospectus or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company or the Designated Trust by such Underwriter, expressly for use therein; and will reimburse the Company and the Designated Trust for any legal or other expenses reasonably incurred by the Company or the Designated Trust in connection with investigating or defending any such action or claim as such expenses are incurred. (c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omissions so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party. (d) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, 17 17 claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Designated Trust and the Company on the one hand and the Underwriters on the other hand from the offering of the Designated Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Designated Trust on the one hand and the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and the Designated Trust on the one hand and the Underwriters on the other hand shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company and the Designated Trust bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Designated Trust on the one hand or the Underwriters on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Designated Trust and the Underwriters agree that it would not be just and equitable if contributions pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof)referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Designated Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint. (e) The obligation of the Company and the Designated Trust under this Section 8 shall be in addition to any liability which the Company and the Designated Trust may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 8 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company or the Designated Trust within the meaning of the Act. 9. If, at the Time of Delivery, any one or more of the Underwriters shall fail or refuse to purchase Designated Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate amount of Designated Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate amount of the Designated Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the amount of Designated Securities set forth opposite their respective names in the Pricing Agreement bears to the aggregate amount of Designated Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Designated Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the amount of Designated Securities that any Underwriter has agreed to purchase pursuant to this Agreement be 18 18 increased pursuant to this Section 9 by an amount in excess of one-ninth of such amount of Designated Securities without the written consent of such Underwriter. If, at the Time of Delivery, any Underwriter or Underwriters shall fail or refuse to purchase Designated Securities and the aggregate amount of Designated Securities with respect to which such default occurs is more than one-tenth of the aggregate amount of Designated Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Designated Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder. 10. The respective indemnities, agreements, representations, warranties and other statements of the Designated Trust or the Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Designated Trust or the Company, or any officer or director or controlling person of the Designated Trust or the Company, and shall survive delivery of and payment for the Securities. 11. If any Pricing Agreement or Over-allotment Option shall be terminated pursuant to Section 9 hereof, neither the Designated Trust nor the Company shall then be under any liability to any Underwriter with respect to the Firm Designated Securities or Optional Designated Securities with respect to which such Pricing Agreement shall have been terminated except as provided in Sections 6 and 8 hereof; but, if for any other reason, Designated Securities are not delivered by or on behalf of the Designated Trust or the Company as provided herein, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Designated Securities, but the Designated Trust or the Company shall then be under no further liability to any Underwriter with respect to such Designated Securities except as provided in Sections 6 and 8 hereof. 12. In all dealings hereunder, the Representatives of the Underwriters of Designated Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement. All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to the address of the Representatives as set forth in the Pricing Agreement; and if to the Designated Trust or the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Designated Trust or the Company, respectively, set forth in the Registration Statement, Attention: Teresa A. Fehrman, Treasurer, and Harry A. Johnson, III, Executive Vice President and General Counsel; provided, 19 19 however, that any notice to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters' Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Designated Trust and the Company by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof. 13. Each Pricing Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, each Designated Trust, the Company and, to the extent provided in Sections 8 and 10 hereof, the officers and directors of each Designated Trust, the Company and each person who controls any Designated Trust or the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of any such Pricing Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase. 14. As used herein, the term "business day" shall mean any day when the Commission's office in Washington, D.C. is open for business. 15. EACH PRICING AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 16. Each Pricing Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. 20 ANNEX I Pricing Agreement [Name(s) of Co-Representative(s),] As Representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004. Date: ______________ Ladies and Gentlemen: First Tennessee Capital ___, a statutory business trust formed under the laws of the State of Delaware (the "Designated Trust") and First Tennessee National Corporation, a Tennessee corporation (the "Company"), propose, subject to the terms and conditions stated herein and in the Standard Provisions, dated December , 1996 attached hereto (the "Standard Provisions"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities" consisting of Firm Designated Securities and any Optional Designated Securities the Underwriters may elect to purchase). The principal asset of the Trust consists of debt securities of the Company (the "Subordinated Debentures"), as specified in Schedule II to this Agreement. The Designated Securities will be guaranteed by the Company to the extent set forth in this Agreement with respect to such Designated Securities (the "Guarantee"). Each of the provisions of the Standard Provisions is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Standard Provisions shall be deemed to be a representation or warranty as of the date of the Standard Provisions in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Standard Provisions so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Standard Provisions are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Standard Provisions and the address of the Representatives referred to in such Section 12 are set forth in Schedule II hereto. An amendment to the Initial Registration Statement or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Standard Provisions incorporated herein by reference, (a) the Designated Trust agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Designated Trust, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the number of Firm Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto and, (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Designated Securities, as provided below, the Designated Trust agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Designated Trust at the purchase price to the Underwriters set forth in Schedule II hereto that portion of the number of Optional Designated Securities as to which such election shall have been exercised. 21 2 The Designated Trust hereby grants to each of the Underwriters the right to purchase at their election up to the number of Optional Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto on the terms referred to in the paragraph above for the sole purpose of covering over-allotments in the sale of the Firm Designated Securities. Any such election to purchase Optional Designated Securities may be exercised by written notice from the Representatives to the Designated Trust and the Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting forth the aggregate number of Optional Designated Securities to be purchased and the date on which such Optional Designated Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery or, unless the Representatives and the Designated Trust otherwise agree in writing, no earlier than two or later than ten business days after the date of such notice. 22 3 If the foregoing is in accordance with your understanding, please sign and return to us [ ] counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Standard Provisions incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Designated Trust and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Designated Trust and the Company for examination, upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, THE FIRST TENNESSEE NATIONAL CORPORATION By: ---------------------------------- Name: Title: FIRST TENNESSEE CAPITAL ___ By: The First Tennessee National Corporation, as Depositor By: ---------------------------------- Name: Title: Accepted as of the date hereof: [Name(s) of Co-Representative(s)] As Representatives of the Underwriters Named in Schedule I hereto By: ----------------------------------- On behalf of each of the Underwriters 23 1 SCHEDULE I MAXIMUM NUMBER OF OPTIONAL NUMBER OF DESIGNATED FIRM DESIGNATED SECURITIES WHICH SECURITIES SECURITIES MAY BE UNDERWRITER TO BE PURCHASED PURCHASED ----------- --------------- ----------------- 24 2 SCHEDULE II DESIGNATED TRUST: First Tennessee Capital__ TITLE OF DESIGNATED SECURITIES: AGGREGATE PRINCIPAL AMOUNT: Aggregate principal amount of Designated Securities to be sold: $_________________ PRICE TO PUBLIC: 100% of the principal amount of the Designated Securities PURCHASE PRICE BY UNDERWRITERS: ____________ % of the principal amount of the Designated Securities UNDERWRITERS' COMPENSATION: As compensation to the Underwriters for their commitments hereunder, and in view of the fact that the proceeds of the sale of the Designated Securities will be used by the Designated Trust to purchase the Subordinated Debentures of the Company, the Company hereby agrees to pay at each Time of Delivery to [Name of Lead Manager], for the accounts of the several Underwriters, an amount equal to $__________ per preferred security for the Designated Securities to be delivered at each Time of Delivery. SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Federal (same day) Funds ACCOUNTANTS' LETTER TO BE DELIVERED ON DATE OF PRICING AGREEMENT: TRUST AGREEMENT: Amended and Restated Trust Agreement dated as of ________________ __,____ between the Company and the Trustees named therein INDENTURE: Indenture dated as of ___________ __, 199_, between the Company and [Debenture Trustee], as Debenture Trustee. GUARANTEE: Guarantee Agreement dated as of __________ __, _____, between Company and [Guarantee Trustee], as Guarantee Trustee 25 3 MATURITY: ---------------, ----- INTEREST RATE: --------% INTEREST PAYMENT DATES: EXTENSION PERIOD: REDEMPTION PROVISIONS: [The redemption provisions set forth in Section 402 of the Trust Agreement shall apply to the Designated Securities.] SINKING FUND PROVISIONS: [No sinking fund provisions.] TIME OF DELIVERY: 10:00 a.m., New York City time -------------- --, ------ CLOSING LOCATION: NAMES AND ADDRESSES OF REPRESENTATIVES: 26 1 ANNEX II Pursuant to Section 7(d) of the Standard Provisions, the accountants shall furnish letters to the Underwriters to the effect that: (i) They are independent certified public accountants with respect to the Designated Trust and the Company and its subsidiaries within the meaning of the Act and the applicable published rules and regulations thereunder; (ii) In their opinion, the financial statements and any supplementary financial information and schedules (and, if applicable, financial forecasts and/or pro forma financial information) examined by them and included or incorporated by reference in the Registration Statement or the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act or the Exchange Act, as applicable, and the related published rules and regulations thereunder; and, if applicable, they have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the consolidated interim financial statements, selected financial data, pro forma financial information, financial forecasts and/or condensed financial statements derived from audited financial statements of the Company for the periods specified in such letter, as indicated in their reports thereon, copies of which have been separately furnished to the representatives of the Underwriters (the "Representatives"); (iii) They have made a review in accordance with standards established by the American Institute of Certified Public Accountants of the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Prospectus and/or included in the Company's quarterly reports on Form 10-Q incorporated by reference into the Prospectus as indicated in their reports thereon copies of which have been separately furnished to the Representatives; and on the basis of specified procedures including inquiries of officials of the Company who have responsibility for financial and accounting matters regarding whether the unaudited condensed consolidated financial statements referred to in paragraph (vi)(A)(i) below comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations, nothing came to their attention that caused them to believe that the unaudited condensed consolidated financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations; (iv) The unaudited selected financial information with respect to the consolidated results of operations and financial position of the Company for the five most recent fiscal years included in the Prospectus and included or incorporated by reference in Item 6 of the Company's Annual Report on Form 10-K for the most recent fiscal year agrees with the corresponding amounts (after restatement where applicable) in the audited consolidated financial statements for such five fiscal years which were included or incorporated by reference in the Company's Annual Reports on Form 10-K for such fiscal years; (v) They have compared the information in the Prospectus under selected captions with the disclosure requirements of Regulation S-K and on the basis of limited procedures specified in such letter nothing came to their attention as a result of the foregoing procedures that caused them to believe that this information does not conform in all material respects with the disclosure requirements of items 301, 302, 402 and 503(d), respectively, of Regulation S-K; (vi) On the basis of limited procedures, not constituting an examination in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim 27 2 financial statements of the Company and its subsidiaries, inspection of the minute books of the Company and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, inquiries of officials of the Company and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A) (i) the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Prospectus and/or included or incorporated by reference in the Company's Quarterly Reports on Form 10-Q incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related published rules and regulations, or (ii) any material modifications should be made to the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Prospectus or included in the Company's Quarterly Reports on Form 10-Q incorporated by reference in the Prospectus, for them to be in conformity with generally accepted accounting principles; (B) any other unaudited income statement data and balance sheet items included in the Prospectus do not agree with the corresponding items in the unaudited consolidated financial statements from which such data and items were derived, and any such unaudited data and items were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year; (C) the unaudited financial statements which were not included in the Prospectus but from which were derived the unaudited condensed financial statements referred to in clause (A) and any unaudited income statement data and balance sheet items included in the Prospectus and referred to in Clause (B) were not determined on a basis substantially consistent with the basis for the audited financial statements included or incorporated by reference in the Company's Annual Report on Form 10-K for the most recent fiscal year; (D) any unaudited pro forma consolidated condensed financial statements included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the published rules and regulations thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements; (E) as of a specified date not more than five days prior to the date of such letter, there have been any changes in the consolidated capital stock (other than relating to issuances pursuant to stock benefit plans and dividend reinvestment plans and acquisitions of capital stock pursuant to announced share repurchase programs) or any increase in the consolidated long-term debt of the Company and its subsidiaries, or any decreases in consolidated net current assets or stockholders' equity or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the Prospectus, except in each case for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and (F) for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus to the specified date referred to in Clause (E) there were any decreases in consolidated net revenues or operating profit or the total or per share amounts of consolidated net income or other items specified by the Representatives, or any 28 3 increases in any items specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and (vii) In addition to the examination referred to in their report(s) included or incorporated by reference in the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in paragraphs (iii) and (vi) above, they have carried out certain specified procedures, not constituting an examination in accordance with generally accepted auditing standards, with respect to certain amounts, percentages and financial information specified by the Representatives which are derived from the general accounting records of the Company and its subsidiaries, which appear in the Prospectus (excluding documents incorporated by reference), or in Part II of, or in exhibits and schedules to, the Registration Statement specified by the Representatives or in documents incorporated by reference in the Prospectus specified by the Representatives, and have compared certain of such amounts, percentages and financial information with the accounting records of the Company and its subsidiaries and have found them to be in agreement. All references in this Annex II to the Prospectus shall be deemed to refer to the Prospectus (including the documents incorporated by reference therein) as defined in the Standard Provisions as of the date of the letter delivered on the date of the Pricing Agreement for purposes of such letter and to the Prospectus as amended or supplemented (including the documents incorporated by reference therein) in relation to the applicable Designated Securities for purposes of the letter delivered at the Time of Delivery for such Designated Securities. EX-5.1 3 OPINION OF COUNSEL 1 EXHIBIT 5.1 [LETTERHEAD OF FIRST TENNESSEE NATIONAL CORPORATION] December 17, 1996 First Tennessee National Corporation 165 Madison Avenue Memphis, Tennessee 38103 Dear Sirs: As Executive Vice President and General Counsel of First Tennessee National Corporation, a Tennessee corporation (the "Company"), I am familiar with the registration statement on Form S-3 (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), by the Company, and First Tennessee Capital I, First Tennessee Capital II, First Tennessee Capital III and First Tennessee Capital IV, each a Delaware business trust (the "Trusts"), relating to a proposed shelf registration of (i) preferred securities representing beneficial ownership interests in and to be issued by such Trusts (the "Preferred Securities"), (ii) junior subordinated deferrable interest debentures (the "Debentures") to be issued by the Company and (iii) unconditional and irrevocable guarantees (the "Guarantees" and each a "Guarantee") that may be issued by the Company of the obligations of the Trusts under the Preferred Securities (collectively, the "Securities"), to be offered from time to time at prices and on terms to be determined at the time of sale, all relating to Preferred Securities with an aggregate liquidation amount not to exceed $300,000,000. I have examined, or caused those acting under my supervision to have examined, the originals or copies, certified or otherwise identified to my satisfaction, of the restated charter, as amended, of the Company (the "Charter"), the bylaws, as amended, of the Company, Minutes of the December 17, 1996 Meeting of the Board of Directors of the Company (the "Minutes"), the Registration Statement, the form of Junior Subordinated Indenture (the "Indenture") to be entered into between the Company and The Bank of New York, as Debenture Trustee (the "Debenture Trustee"), as filed as an exhibit to the Registration Statement, pursuant to which the Debentures are to be issued, the forms of Guarantee Agreement (the "Guarantee Agreements" and each a Guarantee Agreement") to be executed by the Company and The 2 Bank of New York, as Guarantee Trustee (the "Guarantee Trustee") as filed as an exhibit to the Registration Statement, and such other corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for purposes of this opinion. In rendering such opinion, I have presumed the genuineness of all documents examined and the accuracy of all statements of fact contained therein. Upon the basis of such examination and subject to the limitations contained herein, it is my opinion that: 1. The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Tennessee. 2. With respect to the Debentures to be issued under the Indenture, when (i) such Indenture has been duly authorized and validly executed and delivered by the Company by its duly authorized officers (the "Authorized Officers) or any authorized committee of the Board of Directors of the Company (the "Board") pursuant to the Minutes and by the Debenture Trustee, (ii) the Board or the Authorized Officers or any authorized committee of the Board, acting pursuant to the Minutes, has taken all necessary corporate action to approve the issuance and specific terms of such Debentures, and (iii) such Debentures have been duly executed, authenticated, issued and delivered by the Authorized Officers pursuant to the Minutes and in accordance with the provisions of such Indenture upon payment of the consideration therefor as contemplated by the Registration Statement, such Debentures will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. 3. With respect to the Guarantee to be issued under each Guarantee Agreement, when (i) such Guarantee Agreement has been duly authorized and validly executed and delivered by the Company by its Authorized Officers pursuant to the Minutes and by the Guarantee Trustee, (ii) the Board or the Authorized Officers or any authorized committee of the Board, acting pursuant to the Minutes, has taken all necessary corporate action to approve the issuance and specific terms of such Guarantee and (iii) such Guarantee has been duly executed, issued and delivered by the Authorized Officers pursuant to the Minutes and in accordance with the provisions of such Guarantee Agreement, such Guarantee will constitute a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of 3 general applicability relating to or affecting creditors' rights and to general equity principles. It is my understanding that the Company and the Trusts intend to issue Securities from time to time on a delayed or continuous basis. Accordingly, this opinion is limited to the laws, including the applicable rules and regulations, as in effect on the date hereof. I understand that prior to issuing any Securities, the Company and the Trusts will advise me in writing of the terms and will afford me an opportunity to review the operative documents pursuant to which such Securities will be issued, and I will file such supplement or amendment to this opinion, if any, as I may reasonably consider necessary or appropriate by reason of the terms of such Securities. The foregoing opinion is limited to the federal laws of the United States and the laws of the State of Tennessee, and I am expressing no opinion as to the effect of the laws of any other jurisdiction. With respect to all matters of New York law, I have relied on the opinion, dated of even date herewith, of Sullivan & Cromwell addressed to you, and my opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion of Sullivan & Cromwell. In rendering the foregoing opinion, I have relied to the extent I deem such reliance appropriate as to certain matters on statements, representations and other information obtained from public officials, officers of the Company and other sources believed by me to be responsible. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me in the prospectus and any prospectus supplement that is a part of the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, Harry A. Johnson, III EX-5.2 4 OPINION OF SPECIAL COUNSEL 1 EXHIBIT 5.2 [LETTERHEAD OF SULLIVAN & CROMWELL] December 17, 1996 First Tennessee National Corporation, 165 Madison Avenue, Memphis, Tennessee 38103 Dear Sirs: In connection with the registration under the Securities Act of 1933, as amended (the "Act"), of (i) up to $300,000,000 aggregate liquidation amount of preferred securities representing beneficial ownership interests (the "Preferred Securities") in First Tennessee Capital I, First Tennessee Capital II, First Tennessee Capital III and First Tennessee Capital IV (the "Trusts"), (ii) up to $310,000,000 principal amount of junior subordinated deferrable interest debentures (the "Debentures") to be issued by First Tennessee National Corporation (the "Corporation") and (iii) unconditional and irrevocable guarantees (the "Guarantees" and each a "Guarantee") of the obligations of the Trusts under the Preferred Securities that may be issued by the Company, in each case to be offered from time to time at 2 First Tennessee National Corporation -2- prices and on terms to be determined at the time of sale we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, we advise you that, in our opinion, when the Registration Statement has become effective under the Act, the Indenture relating to the Debentures has been duly authorized, executed and delivered, the terms of the Debentures and of their issuance and sale have been duly established in conformity with the Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, the Debentures have been duly executed and authenticated in accordance with the Indenture and issued and sold as contemplated in the Registration Statement, and the Guarantee has been duly authorized, executed and delivered by the Guarantor, each of the Debentures and the Guarantees will constitute valid and legally binding obligations of the Corporation, enforceable against the Corporation in accordance with their terms, subject, as to enforcement, to 3 First Tennessee National Corporation -3- bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principals. The foregoing is limited to the Federal laws of the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. With respect to all matters of Tennessee law, we have relied upon the opinion, dated of even date herewith, of Harry A. Johnson, III, Executive Vice President and General Counsel of the Company, and our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion of Mr. Johnson. Also, we have relied as to certain matters on information obtained from public officials, officers of the Corporation and other sources believed by us to be responsible. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the headings "Validity of Securities" 4 First Tennessee National Corporation -4- in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, SULLIVAN & CROMWELL EX-5.3 5 OPINION OF SPECIAL DELAWARE COUNSEL 1 EXHIBIT 5.3 [LETTERHEAD OF RICHARDS, LAYTON & FINGER] December 17, 1996 First Tennessee Capital I c/o First Tennessee National Corporation 165 Madison Avenue Memphis, Tennessee 38103 Re: First Tennessee Capital I Ladies and Gentlemen: We have acted as special Delaware counsel for First Tennessee National Corporation, a Tennessee corporation (the "Company") and first Tennessee Capital I, a Delaware business trust (the "Trust"), in connection with the matters set forth herein. At your request, this opinion is being furnished to you. For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following: (a) The Certificate of Trust of the Trust, dated as of December 6, 1996 (the "Certificate"), as filed in the office of the Secretary of State of the State of Delaware (the "Secretary of State") on December 6, 1996; (b) The Trust Agreement of the Trust, dated as of December 6, 1996, among the Company, as depositor, and Elbert L. Thomas, Jr., Teresa A. Fehrman and The Bank of New York (Delaware), as trustees; 2 First Tennessee Capital I December 17, 1966 Page 2 (c) The registration statement (the "Initial Registration Statement") on Form S-3 (Registration No. 333-17457), filed by the Company, the Trust and the other registrants listed therein with the Securities and Exchange Commission (the "SEC") on December 9, 1996, as amended by amendment No. 1 to the Initial Registration Statement, filed by the Company, the Trust and the other registrants listed therein with the SEC on December 16, 1996 ("Amendment No. 1"), and by Amendment No. 2 to the Initial Registration Statement, including a related preliminary prospectus, as supplemented by a preliminary prospectus supplement (as supplemented, the "Prospectus"), relating to the Preferred Securities of the Trust representing beneficial ownership interests in the Trust (each, a "Preferred Security" and collectively, the "Preferred Securities"), to be filed by the Company, the Trust and the other registrants listed therein with the SEC on or about December 17, 1996 ("Amendment No. 2") (the Initial Registration Statement, as amended by Amendment No. 1 and by Amendment No. 2, is hereinafter referred to as the "Registration Statement"); (d) A form of Amended and Restated Trust Agreement of the Trust, to be entered into among the Company, as depositor, the trustees of the Trust named therein, and the holders, from time to time, of beneficial ownership interests in the Trust, attached as an exhibit to the Prospectus (the "Trust Agreement"); and (e) A Certificate of Good Standing for the Trust, dated December 17, 1996, obtained from the Secretary of State. Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreement. For purposes of this opinion, we have not reviewed any documents other than the documents listed above, and we have assumed that there exists no provision in any document that we have not reviewed that bears upon or is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects. With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures. 3 First Tennessee Capital I December 17, 1996 Page 3 For purposes of this opinion, we have assumed (i) that the Trust Agreement constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the creation, operation and termination of the Trust, and that the Trust Agreement and the Certificate are in full force and effect and have not been amended, (ii) except to the extent provided in paragraph 1 below, the due creation or due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its creation, organization or formation, (iii) the legal capacity of natural persons who are parties to the documents examined by us, (iv) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) the due authorization, execution and delivery by all parties thereto of all documents examined by us, (vi) the receipt by each Person to whom a Preferred Security is to be issued by the Trust (collectively, the "Preferred Security Holders") of a Preferred Securities Certificate for such Preferred Security and the payment for the Preferred Security acquired by it, in accordance with the Trust Agreement and the Registration Statement, and (vii) that the Preferred Securities are issued and sold to the Preferred Security Holders in accordance with the Trust Agreement and the Registration Statement. We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents. This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect. Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that: 1. The Trust has been duly created and is validly existing in good standing as a business trust under the Delaware Business Trust Act, 12 Del. C. Section 3801, et seq. 2. When issued and sold, the Preferred Securities will represent valid and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable undivided beneficial interests in the assets of the Trust. 4 First Tennessee Capital I December 17, 1996 Page 4 3. The Preferred Security Holders, as beneficial owners of the Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Preferred Security Holders may be obligated to make payments as set forth in the Trust Agreement. We consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement. In addition, we hereby consent to the use of our name under the heading "Validity of Securities" in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC thereunder. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other Person for any purpose. Very truly yours, RICHARDS, LAYTON & FINGER EX-5.4 6 OPINION OF SPECIAL DELAWARE COUNSEL 1 EXHIBIT 5.4 [LETTERHEAD OF RICHARDS, LAYTON & FINGER] December 17, 1996 First Tennessee Capital II c/o First Tennessee National Corporation 165 Madison Avenue Memphis, Tennessee 38103 Re: First Tennessee Capital II Ladies and Gentlemen: We have acted as special Delaware counsel for First Tennessee National Corporation, a Tennessee corporation (the "Company") and First Tennessee Capital II, a Delaware business trust (the "Trust"), in connection with the matters set forth herein. At your request, this opinion is being furnished to you. For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following: (a) The Certificate of Trust of the Trust, dated as of December 6, 1996 (the "Certificate"), as filed in the office of the Secretary of State of the State of Delaware (the "Secretary of State") on December 6, 1996; (b) The Trust Agreement of the Trust, dated as of December 6, 1996, among the Company, as depositor, and Elbert L. Thomas, Jr., Teresa A. Fehrman and The Bank of New York (Delaware), as trustees; 2 First Tennessee Capital II December 17, 1996 Page 2 (c) The registration statement (the "Initial Registration Statement") on Form S-3 (Registration No. 333-17457), filed by the Company, the Trust and the other registrants listed therein with the Securities and Exchange Commission (the "SEC") on December 9, 1996, as amended by Amendment No. 1 to the Initial Registration Statement, filed by the Company, the Trust and the other registrants listed therein with the SEC on December 16, 1996 ("Amendment No. 1"), and by Amendment No. 2 to the Initial Registration Statement, including a related preliminary prospectus, as supplemented by a preliminary prospectus supplement (as supplemented, the "Prospectus"), relating to the Preferred Securities of the Trust representing beneficial ownership interests in the Trust (each, a "Preferred Security" and collectively, the "Preferred Securities"), to be filed by the Company, the Trust and the other registrants listed therein with the SEC on or about December 17, 1996 ("Amendment No. 2") (the Initial Registration Statement, as amended by Amendment No. 1 and by Amendment No. 2, is hereinafter referred to as the "Registration Statement"); (d) A form of Amended and Restated Trust Agreement of the Trust, to be entered into among the Company, as depositor, the trustees of the Trust named therein, and the holders, from time to time, of beneficial ownership interests in the Trust, attached as an exhibit to the Prospectus (the "Trust Agreement"); and (e) A Certificate of Good Standing for the Trust, dated December 17, 1996, obtained from the Secretary of State. Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreement. For purposes of this opinion, we have not reviewed any documents other than the documents listed above, and we have assumed that there exists no provision in any document that we have not reviewed that bears upon or is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects. With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures. 3 First Tennessee Capital II December 17, 1996 Page 3 For purposes of this opinion, we have assumed (i) that the Trust Agreement constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the creation, operation and termination of the Trust, and that the Trust Agreement and the Certificate are in full force and effect and have not been amended, (ii) except to the extent provided in paragraph 1 below, the due creation or due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its creation, organization or formation, (iii) the legal capacity of natural persons who are parties to the documents examined by us, (iv) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) the due authorization, execution and delivery by all parties thereto of all documents examined by us, (vi) the receipt by each Person to whom a Preferred Security is to be issued by the Trust (collectively, the "Preferred Security Holders") of a Preferred Securities Certificate for such Preferred Security and the payment for the Preferred Security acquired by it, in accordance with the Trust Agreement and the Registration Statement and (vii) that the Preferred Securities are issued and sold to the Preferred Security Holders in accordance with the Trust Agreement and the Registration Statement. We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents. This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect. Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that: 1. The Trust has been duly created and is validly existing in good standing as a business trust under the Delaware Business Trust Act, 12 Del. C. Section 3801, et seq. 2. When issued and sold, the Preferred Securities will represent valid and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable undivided beneficial interests in the assets of the Trust. 4 First Tennessee Capital II December 17, 1996 Page 4 3. The Preferred Security Holders, as beneficial owners of the Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Preferred Security Holders may be obligated to make payments as set forth in the Trust Agreement. We consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement. In addition, we hereby consent to the use of our name under the heading "Validity of Securities" in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC thereunder. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other Person for any purpose. Very truly yours, RICHARDS, LAYTON & FINGER EX-5.5 7 OPINION OF SPECIAL DELAWARE COUNSEL 1 EXHIBIT 5.5 [LETTERHEAD OF RICHARDS, LAYTON & FINGER] December 17, 1996 First Tennessee Capital III c/o First Tennessee National Corporation 165 Madison Avenue Memphis, Tennessee 38103 Re: First Tennessee Capital III Ladies and Gentlemen: We have acted as special Delaware counsel for First Tennessee National Corporation, a Tennessee corporation (the "Company") and First Tennessee Capital III, a Delaware business trust (the "Trust"), in connection with the matters set forth herein. At your request, this opinion is being furnished to you. For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following: (a) The Certificate of Trust of the Trust, dated as of December 6, 1996 (the "Certificate"), as filed in the office of the Secretary of State of the State of Delaware (the "Secretary of State") on December 6, 1996; (b) The Trust Agreement of the Trust, dated as of December 6, 1996, among the Company, as depositor, and Elbert L. Thomas, Jr., Teresa A. Fehrman and The Bank of New York (Delaware), as trustees; 2 First Tennessee Capital III December 17, 1996 Page 2 (c) The registration statement (the "Initial Registration Statement") on Form S-3 (Registration No. 333-17457), filed by the Company, the Trust and the other registrants listed therein with the Securities and Exchange Commission (the "SEC") on December 9, 1996, as amended by Amendment No. 1 to the Initial Registration Statement, filed by the Company, the Trust and the other registrants listed therein with the SEC on December 16, 1996 ("Amendment No. 1"), and by Amendment No. 2 to the Initial Registration Statement, including a related preliminary prospectus, as supplemented by a preliminary prospectus supplement (as supplemented, the "Prospectus"), relating to the Preferred Securities of the Trust representing beneficial ownership interests in the Trust (each, a "Preferred Security" and collectively, the "Preferred Securities"), to be filed by the Company, the Trust and the other registrants listed therein with the SEC on or about December 17, 1996 ("Amendment No. 2") (the Initial Registration Statement, as amended by Amendment No. 1 and by Amendment No. 2, is hereinafter referred to as the "Registration Statement"); (d) A form of Amended and Restated Trust Agreement of the Trust, to be entered into among the Company, as depositor, the trustees of the Trust named therein, and the holders, from time to time, of beneficial ownership interests in the Trust, attached as an exhibit to the Prospectus (the "Trust Agreement"); and (e) A Certificate of Good Standing for the Trust, dated December 17, 1996, obtained from the Secretary of State. Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreement. For purposes of this opinion, we have not reviewed any documents other than the documents listed above, and we have assumed that there exists no provision in any document that we have not reviewed that bears upon or is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects. With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all document submitted to us as copies or forms, and (iii) the genuineness of all signatures. 3 First Tennessee Capital III December 17, 1996 Page 3 For purposes of this opinion, we have assumed (i) that the Trust Agreement constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the creation, operation and termination of the Trust, and that the Trust Agreement and the Certificate are in full force and effect and have not been amended, (ii) except to the extent provided in paragraph 1 below, the due creation or due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its creation, organization or formation, (iii) the legal capacity of natural persons who are parties to the documents examined by us, (iv) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) the due authorization, execution and delivery by all parties thereto of all documents examined by us, (vi) the receipt by each Person to whom a Preferred Security is to be issued by the Trust (collectively, the "Preferred Security Holders") of a Preferred Securities Certificate for such Preferred Security and the payment for the Preferred Security acquired by it, in accordance with the Trust Agreement and the Registration Statement, and (vii) that the Preferred Securities are issued and sold to the Preferred Security Holders in accordance with the Trust Agreement and the Registration Statement. We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents. This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect. Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that: 1. The Trust has been duly created and is validly existing in good standing as a business trust under the Delaware Business Trust Act, 12 Del. C. Section 3801, et. seq. 2. When issued and sold, the Preferred Securities will represent valid and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable undivided beneficial interests in the assets of the Trust. 4 First Tennessee Capital III December 17, 1996 Page 4 3. The Preferred Security Holders, as beneficial owners of the Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Preferred Security Holders may be obligated to make payments as set forth in the Trust Agreement. We consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement. In addition, we hereby consent to the use of our name under the heading "Validity of Securities" in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC thereunder. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon, by, any other Person for any purpose. Very truly Yours, RICHARDS, LAYTON & FINGER EX-5.6 8 OPINION OF SPECIAL DELAWARE COUNSEL 1 EXHIBIT 5.6 [LETTERHEAD OF RICHARDS, LAYTON & FINGER] December 17, 1996 First Tennessee Capital IV c/o First Tennessee National Corporation 165 Madison Avenue Memphis, Tennessee 38103 Re: First Tennessee Capital IV Ladies and Gentlemen: We have acted as special Delaware counsel for First Tennessee National Corporation, a Tennessee corporation (the "Company") and First Tennessee Capital IV, a Delaware business trust (the "Trust"), in connection with the matters set forth herein. At your request, this opinion is being furnished to you. For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following: (a) The Certificate of Trust of the Trust, dated as of December 6, 1996 (the "Certificate"), as filed in the office of the Secretary of State of the State of Delaware (the "Secretary of State") on December 6, 1996; (b) The Trust Agreement of the Trust, dated as of December 6, 1996, among the Company, as depositor, and Elbert L. Thomas, Jr., Teresa A. Fehrman and The Bank of New York (Delaware), as trustees; 2 First Tennessee Capital IV December 17, 1996 Page 2 (c) The registration statement (the "Initial Registration Statement") on Form S-3 (Registration No. 333-17457), filed by the Company, the Trust and the other registrants listed therein with the Securities and Exchange Commission (the "SEC") on December 9, 1996, as amended by Amendment No. 1 to the Initial Registration Statement, filed by the Company, the Trust and the other registrants listed therein with the SEC on December 16, 1996 ("Amendment No. 1"), and by Amendment No. 2 to the Initial Registration Statement, including a related preliminary prospectus, as supplemented by a preliminary prospectus supplement (as supplemented, the "Prospectus"), relating to the Preferred Securities of the Trust representing beneficial ownership interests in the Trust (each, a "Preferred Security" and collectively, the "Preferred Securities"), to be filed by the Company, the Trust and the other registrants listed therein with the SEC on or about December 17, 1996 ("Amendment No. 2") (the Initial Registration Statement, as amended by Amendment No. 1 and by Amendment No. 2, is hereinafter referred to as the "Registration Statement"); (d) A form of Amended and Restated Trust Agreement of the Trust, to be entered into among the Company, as depositor, the trustees of the Trust named therein, and the holders, from time to time, of beneficial ownership interests in the Trust, attached as an exhibit to the Prospectus (the "Trust Agreement"); and (e) A Certificate of Good Standing for the Trust, dated December 17, 1996, obtained from the Secretary of State. Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreement. For purposes of this opinion, we have not reviewed any documents other than the documents listed above, and we have assumed that there exists no provision in any document that we have not reviewed that bears upon or is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects. With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures. 3 First Tennessee Capital IV December 17, 1996 Page 3 For purposes of this opinion, we have assumed (i) that the Trust Agreement constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the creation, operation and termination of the Trust, and that the Trust Agreement and the Certificate are in full force and effect and have not been amended, (ii) except to the extent provided in paragraph 1 below, the due creation or due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its creation, organization or formation, (iii) the legal capacity of natural persons who are parties to the documents examined by us, (iv) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) the due authorization, execution and delivery by all parties thereto of all documents examined by us, (vi) the receipt by each Person to whom a Preferred Security is to be issued by the Trust (collectively, the "Preferred Security Holders") of a Preferred Securities Certificate for such Preferred Security and the payment for the Preferred Security acquired by it, in accordance with the Trust Agreement and the Registration Statement, and (vii) that the Preferred Securities are issued and sold to the Preferred Security Holders in accordance with the Trust Agreement and the Registration Statement. We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents. This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder which are currently in effect. Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that: 1. The Trust has been duly created and is validly existing in good standing as a business trust under the Delaware Business Trust Act, 12 Del. C. Section 3801, et. seq. 2. When issued and sold, the Preferred Securities will represent valid and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable undivided beneficial interests in the assets of the Trust. 4 First Tennessee Capital IV December 17, 1996 Page 4 3. The Preferred Security Holders, as beneficial owners of the Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Preferred Security Holders may be obligated to make payments as set forth in the Trust Agreement. We consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement. In addition, we hereby consent to the use of our name under the heading "Validity of Securities" in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC thereunder. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other Person for any purpose. Very truly yours, RICHARDS, LAYTON & FINGER EX-8 9 OPINION OF COUNSEL 1 EXHIBIT 8 [LETTERHEAD OF SULLIVAN & CROMWELL] December 16, 1996 First Tennessee National Corporation, 165 Madison Avenue, Memphis, Tennessee 38103 Ladies and Gentlemen: As special tax counsel to First Tennessee Capital I, First Tennessee Capital II, First Tennessee Capital III, First Tennessee Capital IV (each, a "Trust"), and First Tennessee National Corporation in connection with the issuance of $300,000,000 aggregate liquidation amount of Preferred Securities of the Trusts, and assuming (i) the holder of the Common Securities of each Trust will have "substantial assets" (other than the Common Securities) within the meaning of Treasury Regulations Section 301.7701-2(d)(2) and (ii) the operative documents for the Preferred Securities described in the Prospectus and the Prospectus Supplement to which this opinion is filed as an exhibit (the "Registration Statement") will be performed in accordance with the terms described therein, we hereby confirm to you our opinion as set forth under the heading "Certain Federal Income Tax Consequences" in the Registration Statement, subject to the limitations set forth therein. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to us under the heading "Certain Federal Income Tax Consequences" in the Registration Statement. By giving the foregoing consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, SULLIVAN & CROMWELL EX-23.1 10 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement, Amendment NO. 2 to Form S-3 of our report dated January 16, 1996, included in First Tennessee National Corporation's 1995 Annual Report on Form 10-K, and to all references to our firm in this registration statement. ARTHUR ANDERSEN LLP Memphis, Tennessee, December 17, 1996. -----END PRIVACY-ENHANCED MESSAGE-----