S-8

As filed with the Securities and Exchange Commission on June 11, 2003 Registration No. 333________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FIRST TENNESSEE NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

TENNESSEE	62-0803242
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

165 Madison Avenue
Memphis, Tennessee 38103
(901) 523-4444
(Address, including zip code, and telephone number,
including area code, of registrant’s principal
executive offices)

First Horizon Nonqualified Deferred Compensation Plan
(Full title of plan)

Harry A. Johnson, III
Executive Vice President and General Counsel
First Tennessee National Corporation
165 Madison Avenue
Memphis, Tennessee 38103
(901) 523-5624
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

With Copy to:

Clyde A. Billings, Jr.
Senior Vice President, Assistant General Counsel and Corporate Secretary
First Tennessee National Corporation
165 Madison Avenue
Memphis, TN 38103
(901) 523-5679

CALCULATION OF REGISTRATION FEE

			Proposed Maximum			Proposed Maximum
Title of Securities	Amount to be		Offering Price per			Aggregate Offering		Amount of
to be Registered	Registered		Share(1)			Price(1)		Registration Fee
Deferred Compensation Obligations	$	30,000,000		100	%	$	30,000,000	$	2,427

(1) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h).

TABLE OF CONTENTS

FIRST HORIZON NONQUALIFIED DEFERRED COMP PLAN

OPINION OF CLYDE A. BILLINGS, JR.

CONSENT OF KPMG, LLP

POWER OF ATTORNEY

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents filed with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

(a)	The registrant’s Annual Report on Form 10-K for the year ended December 31, 2002.
(b)	The registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003.
(c)	The registrant’s Current Reports on Form 8-K dated May 8, 2003, May 12, 2003 and June 9, 2003.

     All documents filed by the registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities

     The securities being registered hereby represent deferred compensation obligations (the “Obligations”) of the registrant under the First Horizon Nonqualified Deferred Compensation Plan (the “Plan”). The securities represent contractual obligations of the registrant to pay or distribute to participants in the Plan compensation, the receipt of which the participants have elected to defer, as adjusted for notional investment experience, in accordance with the terms of the Plan. The Obligations may also represent amounts that the registrant has elected to contribute to participants’ accounts under the Plan, as adjusted for notional investment experience. All amounts credited to a participant’s account are adjusted for earnings or losses based on notional investments in one or more mutual funds selected by the participant from a menu chosen by the plan administrator. The Obligations are payable in cash in a lump-sum distribution or in installments, in accordance with the terms of the Plan, upon participants’ termination of employment for any reason, including but not limited to death, disability or retirement. Participants may also elect to have part or all of the Obligations payable as an in-service distribution on up to three dates occurring prior to any termination of employment, which dates are selected by participants in accordance with the terms of the Plan. The Plan may be amended, modified or terminated at any time, provided that such amendment, modification or termination may not adversely affect benefits already accrued without the consent of the affected participants. There is no trading market for the Obligations.

     The Obligations are unsecured general obligations of the registrant and rank pari passu with other unsecured and unsubordinated indebtedness of the registrant. The Obligations are not subject in any manner, either voluntarily or involuntarily, to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Any attempt by any person to transfer or assign benefits under the Plan, other than a claim for benefits by a Participant or his or her beneficiary(ies), will be null, void and of no effect.

     The Obligations are not convertible into any other security of the registrant. No trustee has been appointed to take action with respect to the Obligations and each participant in the Plan will be responsible for enforcing his or her own rights with respect to the Obligations. The registrant may establish a “rabbi trust” to serve as a source of funds from which it can satisfy the Obligations.

     Participants in the Plan will have no rights to any assets held by a rabbi trust, except as general creditors of the registrant. Assets of any rabbi trust will be subject to the claims of the registrant’s general creditors in the event of the registrant’s insolvency.

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Item 5. Interests of Named Experts and Counsel

     The validity of the Obligations of First Tennessee National Corporation to be issued pursuant to the Plan has been passed upon by Clyde A. Billings, Jr., Senior Vice President, Assistant General Counsel and Corporate Secretary of the registrant. Mr. Billings beneficially owns shares of the registrant’s common stock and holds options to purchase such shares in an amount deemed substantial by securities regulations. On May 1, 2003, the number of shares, including options, beneficially owned by Mr. Billings was approximately 49,100 shares.

     Section 11(a) of the Securities Act of 1933, as amended (the “Securities Act”), provides that if any part of a registration statement at the time it becomes effective contains an untrue statement of a material fact or omits a material fact required to be stated therein or necessary to make the statements therein not misleading, any person acquiring a security pursuant to the registration statement may assert a claim against, among others, an accountant who has consented to be named as having certified any part of the registration statement or as having prepared any report for use in connection with the registration statement unless it is proven that at the time such person acquired the security the person knew of such untruth or omission.

     The registrant dismissed Arthur Andersen LLP (“Arthur Andersen”) as its independent public accountant on May 15, 2002, as described in the registrant’s Form 8-K dated May 15, 2002, and filed May 16, 2002. After reasonable efforts, the registrant has not been able to obtain Arthur Andersen’s consent to the naming of that firm as an expert or to the incorporation by reference of Arthur Andersen’s audit report dated January 15, 2002 in this registration statement as required by Section 7 of the Securities Act.

     SEC Rule 437a promulgated pursuant to the Securities Act permits the registrant to file registration statements that contain or incorporate by reference financial statements in which Arthur Andersen had been acting as the independent public accountant without filing the written consent of Arthur Andersen required by Section 7 of the Securities Act. The lack of a consent from Arthur Andersen will generally make unavailable a claim against the accountant relating to securities acquired pursuant to this registration statement under Section 11(a) of the Securities Act for any untrue statement of a material fact contained in the financial statements audited by Arthur Andersen or any omissions to state a material fact required to be stated in those financial statements or necessary to make the statements in those financial statements not misleading.

Item 6. Indemnification of Directors and Officers

     Tennessee Code Annotated Sections 48-18-501 through 48-18-509 authorize 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. The registrant has adopted the provisions of the Tennessee statute pursuant to Article Six of its Bylaws. Also the registrant 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.

     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 registrant has adopted the provisions of the statute as Article 13 of its Charter.

     The shareholders of the registrant have approved an amendment to Article Six of the Bylaws pursuant to which the registrant is required to indemnify each director and any officers designated by the Board of Directors, and advance expenses, to the maximum extent not prohibited by law. In accordance with the foregoing, the Board of Directors 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.

Item 7. Exemption from Registration Claimed

     This item is inapplicable.

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Item 8. Exhibits

4(a)	Restated Charter of the registrant, as amended, attached as Exhibit 3(i) to the registrant’s Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated herein by reference.
4(b)	Bylaws of the registrant, as amended and restated, attached as Exhibit 3(ii) to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 and incorporated herein by reference.
4(c)	First Horizon Nonqualified Deferred Compensation Plan.
5	Opinion of Clyde A. Billings, Jr. as to legality.
23(a)	Consent of KPMG LLP.
23(b)	Consent of Clyde A. Billings, Jr. (included in Exhibit 5 above).
24	Powers of Attorney.

Item 9. Undertakings

     (a)  The registrant hereby 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;

          (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the 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 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement;

          (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(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 the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

     (2)  That for purposes of determining any liability under the Securities Act, 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.

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     (b)  The registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement 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.

     (c)  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the 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, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis and State of Tennessee, on June 11, 2003.

FIRST TENNESSEE NATIONAL CORPORATION
By:	James F. Keen James F. Keen, Executive Vice President, Chief Financial Officer and Corporate Controller

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
Ralph Horn* Ralph Horn	Chairman of the Board and a Director	June 11, 2003
J. Kenneth Glass* J. Kenneth Glass	President, Chief Executive Officer and a Director (principal executive officer)	June 11, 2003
James F. Keen* James F. Keen	Executive Vice President, Chief Financial Officer and Corporate Controller (principal financial officer and principal accounting officer)	June 11, 2003
Robert C. Blattberg* Robert C. Blattberg	Director	June 11, 2003
George E. Cates* George E. Cates	Director	June 11, 2003
James A. Haslam, III* James A. Haslam, III	Director	June 11, 2003
R. Brad Martin* R. Brad Martin	Director	June 11, 2003
Vicki R. Palmer* Vicki R. Palmer	Director	June 11, 2003
Michael D. Rose* Michael D. Rose	Director	June 11, 2003
William B. Sansom* William B. Sansom	Director	June 11, 2003
Jonathan P. Ward* Jonathan P. Ward	Director	June 11, 2003
Luke Yancy III* Luke Yancy III	Director	June 11, 2003
By: Clyde A. Billings, Jr. Clyde A. Billings, Jr.		June 11, 2003
*As Attorney-in-Fact

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EXHIBIT INDEX

Exhibit Table No.

4(a)	Restated Charter of the registrant, as amended attached as Exhibit 3(i) to the registrant’s Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated herein by reference.
4(b)	Bylaws of the registrant, as amended and restated, attached as Exhibit 3(ii) to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 and incorporated herein by reference.
4(c)	First Horizon Nonqualified Deferred Compensation Plan.
5	Opinion of Clyde A. Billings, Jr. as to legality.
23(a)	Consent of KPMG LLP.
23(b)	Consent of Clyde A. Billings, Jr. (included in opinion filed as Exhibit 5).
24	Powers of Attorney.

II-6 EX-4.(C) 3 g83188exv4wxcy.txt FIRST HORIZON NONQUALIFIED DEFERRED COMP PLAN EXHIBIT 4(c) FIRST HORIZON NONQUALIFIED DEFERRED COMPENSATION PLAN Effective July 1, 2003 1 ARTICLE I Establishment and Purpose..................................................................... Page 3 ARTICLE II Definitions................................................................................... Page 3 ARTICLE III Eligibility and Participation................................................................. Page 10 ARTICLE IV Deferral Elections, Company Discretionary Contributions, Account Valuation.................... Page 11 ARTICLE V Distributions and Withdrawals................................................................. Page 17 ARTICLE VI Administration................................................................................ Page 20 ARTICLE VII Amendment and Plan Termination................................................................ Page 21 ARTICLE VIII Informal Funding.............................................................................. Page 22 ARTICLE IX Claims........................................................................................ Page 22 ARTICLE X General Conditions............................................................................... Page 24 2 FIRST HORIZON NONQUALIFIED DEFERRED COMPENSATION PLAN ARTICLE I ESTABLISHMENT AND PURPOSE First Tennessee National Corporation (the "Company") hereby sponsors the First Horizon Nonqualified Deferred Compensation Plan (the "Plan"), effective July 1, 2003 (the "Effective Date"). The purpose of the Plan is to provide selected eligible employees of First Horizon Home Loan Corporation and its subsidiaries, and such of the Company and the subsidiaries, divisions or affiliates of the Company, that have adopted the Plan for their Eligible Employees (as defined herein) (the "Participating Employers") with an opportunity to defer receipt of a portion of their base salary, bonus, commission (including mortgage production incentives), and other specified cash compensation (if any). The Plan is not intended to meet the qualification requirements of Section 401(a) of the Internal Revenue Code, but is intended to be an unfunded arrangement providing deferred compensation to eligible employees who are part of a select group of management or highly compensated employees of the Company and selected subsidiaries within the meaning of Sections 201, 301 and 401 of ERISA. The Plan is intended to be exempt from the requirements of Parts 2, 3 and 4 of Title I of ERISA as a "top hat" plan, and to be eligible for the alternative method of compliance for reporting and disclosure available for unfunded "top hat" plans. ARTICLE II DEFINITIONS 2.1 Account Balance. Account Balance means, with respect to the Deferred Compensation Account or a Sub-Account, the total value of all the Investment Options in which the Participant deferrals, and Company Discretionary Contributions, have been Deemed Invested as of a specific date, taking into account the value of all distributions from that Account or Sub-Account to the specific date. 2.2 Allocation Election. Allocation Election means a choice by a Participant of one or more Investment Options, and the allocation among them, in which future Participant deferrals and/or existing Account Balances are Deemed Invested for purposes of determining earnings in a particular Sub-Account. 2.3 Allocation Election Form. Allocation Election Form means the form (or Website screen) approved by the Plan Administrator on which the Participant makes an Allocation Election, Rebalances a Sub-Account, or elects a Transfer. 2.4 Annual Valuation Date. Annual Valuation Date means the anniversary of the Termination Valuation Date or In-Service Distribution Valuation Date utilized to determine the amount of an annual installment payment. 2.5 Beneficiary. Beneficiary means a natural person, estate, or trust designated by a Participant on the form designated by the Plan Administrator to receive benefits to which a Beneficiary is entitled under and in accordance with provisions of the Plan. The Participant's estate shall be the Beneficiary if: 3 FIRST HORIZON NONQUALIFIED DEFERRED COMPENSATION PLAN (i) the Participant has not designated a natural person or trust as Beneficiary, or (ii) the designated Beneficiary has predeceased the Participant. 2.6 Chief Executive Officer. Chief Executive Officer means the individual who performs the functions of a Chief Executive Officer for the Company. 2.7 Code. Code means the Internal Revenue Code, as amended from time to time. 2.8 Company. Company means First Tennessee National Corporation, its successors and assigns. 2.9 Company Discretionary Contributions. Company Discretionary Contribution means a credit to a Participant's Retirement/Termination Account by a Participating Employer at a time and in an amount determined in the sole discretion of the Committee. 2.10 Compensation. Compensation means, for purposes of this Plan, base salary (including any deferred salary under a Code Section 401(k) or 125 plan), bonus, and commission (including mortgage production incentives), and such other cash compensation (if any) approved by the Plan Administrator as Compensation for purposes of this Plan. 2.11 Compensation Deferral Agreement. Compensation Deferral Agreement means the deferral election form, or such other forms furnished by the Plan Administrator (or screens on the Participant Website approved by the Plan Administrator), on which a Participant elects: (a) the amount of deferral (in dollar amount or percentage) and type of Compensation to be deferred; (b) any In-Service Distribution Dates for that year's, or a portion of that year's, deferrals; and (c) the payment schedule for Retirement and In-Service distributions. The Allocation Election Form may also be part of the Compensation Deferral Agreement, in the discretion of the Plan Administrator. 2.12 Death Benefit. Death Benefit means a distribution of the total amount of the Participant's Deferred Compensation Account Balance, including any remaining unpaid In-Service Account balances, to the Participant's Beneficiary(ies) in accordance with Article V of the Plan. 2.13 Deemed Investment. A Deemed Investment (or "Deemed Invested") means the notional conversion of a dollar amount of deferred Compensation and Company Discretionary Contributions credited to a Participant's Deferred Compensation Account into shares or units (or a fraction of such measures of ownership, if applicable) of the underlying investment (e.g. mutual fund or other investment) which is referred to by the Investment Option(s) selected by the Participant. The conversion shall occur as if shares (or units) of the designated investment were being purchased (or sold, in the case of a distribution) at the purchase price as of the close of business of the day on which the Deemed Investment occurs. At no time shall a Participant have any real or beneficial ownership in the actual investment to which the Investment Option refers. 4 FIRST HORIZON NONQUALIFIED DEFERRED COMPENSATION PLAN 2.14 Deferred Compensation Account ("Account"). A Participant's Deferred Compensation Account means the aggregate of all Sub-Accounts maintained for Participant deferrals and Company Discretionary Contributions, together with a record of Deemed Investments in accordance with Participants' Allocation Elections, minus any withdrawals or distributions from said Account. The Account, and all component Sub-Accounts, shall be a bookkeeping account utilized solely as a device for the measurement of amounts to be paid to the Participant under the Plan. The Account, and all Sub-Accounts, shall not constitute or be treated as an escrow, trust fund, or any other type of funded account for Code or ERISA purposes and, moreover, amounts credited thereto shall not be considered "plan assets" for ERISA purposes. 2.15 Deferred Compensation Committee or "Committee". Committee means the Human Resources Committee of the Company's Board of Directors. 2.16 Disability. Disability means a disability that would qualify as a total and permanent disability under the long-term disability plan then in effect at the company employing the Participant at the onset of such total and permanent disability. 2.17 Eligible Employee. Eligible Employee means an Employee who is part of a select group of management or highly compensated employees of the Employer (which also includes for this purpose its subsidiaries and affiliated companies) within the meaning of Sections 201, 301 and 401 of ERISA, and who is selected by the Plan Administrator to participate in the Plan. 2.18 Employee. Employee means a full-time salaried employee of the Company or any subsidiary or affiliated company of the Company. 2.19 Employer. Employer (or "Participating Employer") means First Horizon Home Loan Corporation and its subsidiaries, and such of the Company and the subsidiaries, affiliates, or divisions of the Company, that have adopted the Plan for their Eligible Employees. 2.20 ERISA. ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time. 2.21 In-Service Distribution. In-Service Distribution means a payment by the Company to the Participant following a date elected by the Participant (the In-Service Distribution Date) of the amount represented by the account balance in the In-Service Sub-Account pertaining to that In-Service Distribution. In-Service Distributions shall be made in accordance with Participants' In-Service Distribution form of payment election. 2.22 In-Service Account. In-Service Account means a separate Sub-Account of the Deferred Compensation Account, created whenever a Participant elects a new In-Service Distribution Date (not already established with a Sub-Account) with respect to a portion, or all, of his or her deferral contributions, to which such portion of deferral specified by 5 FIRST HORIZON NONQUALIFIED DEFERRED COMPENSATION PLAN the Participant is credited and Deemed Invested in accordance with the Participant's Allocation Election. 2.23 In-Service Distribution Date. In-Service Distribution Date means the date selected by the Participant, following which the In-Service Distribution Sub-Account Balance shall be distributed in accordance with the Plan. 2.24 In-Service Distribution Valuation Date. In-Service Distribution Valuation Date means the last day of the calendar month in which the In-Service Distribution Date occurs. 2.25 Investment Option. Investment Option means a security or other investment such as a mutual fund, life insurance sub-account, or other investment approved by the Plan Administrator for use as part of an Investment Option menu, which a Participant may elect as a measuring device to determine Deemed Investment earnings (positive or negative) to be valued in the Participant's Account or Sub-Account. The Participant has no real or beneficial ownership in the security or other investment represented by the Investment Option. 2.26 Participant. Participant means an Eligible Employee who: (1) is selected to participate in this Plan in accordance with Section 3.1 and has elected to defer Compensation in accordance with the Plan in any Plan Year; (2) has been credited with a Plan Balance Transfer; (3) has received a Company Contribution; or (4) has an Account Balance in his or her Deferred Compensation Account, including any Sub-Account, greater than zero prior to his or her death. A Participant's continued participation in the Plan shall be governed by Section 3.2 of the Plan. 2.27 Plan. Plan means the First Horizon Nonqualified Deferred Compensation Plan as documented herein and as may be amended from time to time hereafter. 2.28 Plan Administrator. Plan Administrator means a committee of individuals appointed by the Company's EVP Corporate and Employee Services which is responsible for the day-to-day decision making, record keeping, and administration of the Plan; provided, that the Plan Administrator may delegate duties of the Plan Administrator to employees or others to assist in the administration of the Plan. 2.29 Plan Balance Transfer. Plan Balance Transfer means the crediting to the Participant's Retirement/Termination Account an amount equal to the Participant's account balance in an existing nonqualified deferred compensation plan sponsored by the Company (other than this Plan) at such time and in accordance with such procedures as are established by the Plan Administrator in its sole discretion. 2.30 Plan Year. Plan Year means January 1 through December 31. "Initial Plan Year" means the partial year in which the Plan is first enrolled (July 1 to December 31, 2003). 6 FIRST HORIZON NONQUALIFIED DEFERRED COMPENSATION PLAN 2.31 Rebalance. Rebalance means an Allocation Election which pertains to a Participant's then existing Sub-Account and which reallocates the Sub-Account Balance among Investment Options available in the Plan. 2.32 Retirement. Retirement means the voluntary termination of employment with the Company: (a) upon reaching age 65 with at least 5 "Years of Service" (as defined in the Company pension plan); or (b) after reaching age 55 with at least 15 Years of Service; or (c) after attaining an age, which when added to the Participant's Years of Service, totals at least 75. Retirement shall also mean such involuntary terminations as are designated as a Retirement for purposes of this Plan in the sole discretion of the Committee. 2.33 Retirement/Termination Account. Retirement/Termination Account means a Sub-Account of the Deferred Compensation Account containing deferrals, Plan Balance Transfers, Company Discretionary Contributions and Deemed Investment earnings thereon which have not been allocated to In-Service Account(s) by the Participant. 2.34 Sub-Account. Sub-Account means a portion of the Deferred Compensation Account maintained separately by the Plan Administrator in order to properly administer the Plan. 2.35 Termination of Employment. Termination of Employment means the termination of a Participant's employment with the Company that is the Participant's employer, for any reason other than Retirement. 2.36 Termination Valuation Date. Termination Valuation Date means the last day of the calendar month in which Termination of Employment or Retirement occurs. 2.37 Transfer. Transfer means a partial Allocation Election with respect to a Participant's then existing Sub-Account where a Participant transfers a portion of the Sub-Account balance from one Investment Option to another. ARTICLE III ELIGIBILITY AND PARTICIPATION 3.1 Eligibility and Participation. Each Eligible Employee, determined in the sole discretion of the Plan Administrator, shall be eligible to participate in this Plan. 3.2 Duration. Once an Employee becomes a Participant, such Employee shall continue to be a Participant so long as he or she is entitled to receive benefits hereunder, notwithstanding any subsequent Termination of Employment. 3.3 Revocation of Future Participation. Notwithstanding the provisions of Section 3.2, the Plan Administrator may revoke such Participant's eligibility to make future deferrals 7 FIRST HORIZON NONQUALIFIED DEFERRED COMPENSATION PLAN under this Plan. Such revocation will not affect in any manner a Participant's Deferred Compensation Account or other terms of this Plan. 3.4 Notification. Each newly Eligible Employee shall be notified by the Plan Administrator, in writing, of his or her eligibility to participate in this Plan. ARTICLE IV DEFERRAL ELECTIONS, COMPANY DISCRETIONARY CONTRIBUTIONS, AND PARTICIPANT ACCOUNT VALUATION 4.1 Deferral Elections, generally (a) A Participant shall make deferral elections under the Plan by completing and submitting to the Plan Administrator a written Compensation Deferral Agreement provided by the Plan Administrator (or completing and electronically submitting the deferral election screen on the Participant website, when made available by the Plan Administrator). Deferral elections shall be made during an annual enrollment period which shall end no later than December 1 preceding the Plan Year to which the deferral election relates, unless the enrollment period is extended by the Plan Administrator because of extraordinary circumstances. In no event may an enrollment period be extended beyond the last day of the month prior to the beginning of the Plan Year to which the deferral elections refer. Other cash Compensation deferral elections shall be made prior to the time such amounts have been earned, during special enrollment periods announced by the Plan Administrator. (b) Notwithstanding the foregoing, an Eligible Employee who becomes eligible to be a Participant during any Plan Year may, in the initial year of eligibility only, make deferral elections with respect to Compensation which will be earned during the balance of such Plan Year but after such elections in such Plan Year, within 30 days of the date of notification of eligibility as required in Section 3.4 of the Plan. (c) In the Initial Plan Year, an Eligible Employee may make deferral elections with respect to base salary and/or commissions (including mortgage production incentives), which will be earned during the balance of the Initial Plan Year but after such elections, during the initial enrollment period designated by the Plan Administrator. (d) Deferral elections shall be effective for one Plan Year (except for the Initial Plan Year, where deferral elections shall be effective for the balance of the Initial Plan Year), and shall expire at the end of the Plan Year to which they refer. Deferral elections become effective on the first day of the Plan Year following the date of the election (except deferral elections in the Initial Plan Year, which become effective July 1, 2003 or such later date as is specified by the Plan Administrator), and may not be modified during the Plan Year (or balance of the Initial Plan 8 FIRST HORIZON NONQUALIFIED DEFERRED COMPENSATION PLAN Year), except in the event of a financial emergency determined in the sole discretion of the Plan Administrator. (e) A deferral election shall designate the amount of Compensation to be deferred in dollar amount or in whole percentages. A Participant may defer up to 75% of his or her Compensation, minus the amount of any deferrals made by the Participant into the First Tennessee National Corporation Deferred Compensation Stock Option Program for the same Plan Year, into this Plan. The minimum deferral amount into this Plan must be at least $5,000 for each Plan Year to be paid during the Plan Year to which the election refers. A Participant may elect different percentages for base salary, bonus, and commissions (including mortgage production incentives). (f) The foregoing notwithstanding, in the event a Participant's deferral election results in insufficient non-deferred Compensation from which to withhold taxes in accordance with applicable law, the deferral election shall be reduced as necessary to allow the Employer to satisfy tax withholding requirements. (g) Deferrals pertaining to base salary shall be deducted by the Employer on a pro rata basis from a Participant's base salary for each pay period during the Plan Year (or during the remaining pay periods of the Initial Plan Year), and the amount deferred shall be credited to the Participant's elected Sub-Account and a Deemed Investment shall be made in the investment(s) represented by the Investment Option(s) elected by the Participant as of the close of business on the date it would otherwise have been paid as Compensation to the Participant. Deferrals pertaining to bonus awards and commissions (including mortgage production incentives) shall be deducted by the Employer from the Participant's bonus, commission, or mortgage production incentive payment on the date of payment of the bonus, commission or mortgage production incentive, and the amount deferred shall be credited to the Participant's elected Sub-Account and a Deemed Investment shall be made in the investment(s) represented by the Investment Option(s) elected by the Participant as of the close of business on the date it would otherwise have been paid as Compensation to the Participant. (h) The Compensation Deferral Agreement shall indicate the Participant's election of a payment schedule for his or her Retirement/Termination Account. A Participant shall elect to have such Retirement/Termination Account distributed: (a) a portion, or all, in a single lump sum payable as soon as administratively practicable following the Termination Valuation Date; and/or (b) the balance (assuming it is at least $25,000) in up to five (5) annual installment payments payable in accordance with Section 5.3 of the Plan (Retirement/Termination Account balances less than $25,000 are paid in a single lump sum regardless of the Participant's payment schedule election). An election of a payment schedule for a Participant's Retirement/Termination Account shall pertain to the entire Retirement/Termination Account balance (e.g. new payment schedule elections override previously elected payment schedules). A Participant shall be permitted to change (override) his or her Retirement/Termination Account payment 9 FIRST HORIZON NONQUALIFIED DEFERRED COMPENSATION PLAN schedule election at any time by filing a new Compensation Deferral Agreement (or by following such procedures as are set by the Plan Administrator regarding using the Participant website, when available), provided such election is made at least thirteen (13) months prior to the Participant's date of Retirement. Any payment schedule election made within thirteen months of Retirement shall be null and void, and the most recent payment schedule election which is dated at least thirteen months prior to Retirement will be in effect. 4.2 In-Service Distribution Date Election. (a) The Compensation Deferral Agreement shall also indicate the Participant's election of In-Service Distribution Date(s) (if any). An In-Service Distribution election shall pertain to such portion of deferred Compensation for the Plan Year as elected by the Participant and shall cause an In-Service Account to be established (unless such Account already exists), to which such portion of deferred Compensation shall be credited. In the event an In-Service Account has already been established for the In-Service Distribution Date referred to in the deferral election, such portion of deferred Compensation shall be credited to the existing In-Service Account. (b) A Participant may maintain up to three (3) In-Service Accounts. (c) A newly established In-Service Distribution Date must be at least two (2) years from the end of the Plan Year to which the election which creates it refers. Participants may allocate deferred compensation to existing In-Service Accounts so long as the In-Service Distribution Date for the In-Service Account occurs after the end of the Plan Year to which the election refers. (d) A Participant may change or cancel an In-Service Distribution Date once only, as follows: (i) An In-Service Distribution Date change (including a cancellation) may be made by submitting a new Compensation Deferral Agreement or such other form as may be provided for In-Service Distribution Date changes by the Plan Administrator (or completing and electronically submitting the appropriate screen on the Participant website, when available) at any time, so long as the date that such form is submitted to the Plan Administrator is at least thirteen (13) months prior to the In-Service Distribution Date being changed; and (ii) The In-Service Distribution Date may be extended to a subsequent year (and must be extended by at least one year), but it may not be made to occur sooner than the original date. (iii) The In-Service Distribution Date may be cancelled, even after a change. A cancellation of an In-Service Distribution Date shall cause the In-Service Sub-Account associated with it to be merged into the Retirement/Termination Sub-Account. 10 FIRST HORIZON NONQUALIFIED DEFERRED COMPENSATION PLAN (iv) Making an In-Service Distribution Date change or cancellation in accordance with the Plan is specific to the In-Service Distribution to which it refers, and shall not affect other In-Service Distributions or the ability of the Participant to make new In-Service Distribution elections with respect to new deferral contributions. (e) Any portion of a deferral not credited to an In-Service Distribution Account will be credited to the Retirement/Termination Account. (i) The Compensation Deferral Agreement shall also indicate the Participant's election of payment schedule for each In-Service Distribution Date. Permitted payment schedules for In-Service Distributions are a single lump sum or (assuming the In-Service Distribution Sub-Account Balance is at least $10,000) from two (2) to five (5) annual installment payments. An election of a payment schedule for a Participant's In-Service Account shall pertain to the entire In-Service Account balance (e.g. new payment schedules override previously elected payment schedules). A Participant shall be permitted to change (override) his or her payment schedule election for an In-Service Distribution at any time by filing a new Compensation Deferral Agreement (or by following such procedures as are set by the Plan Administrator regarding using the Participant website, when available), provided such election is made at least thirteen (13) months prior to the In-Service Distribution Date. Any payment schedule election made within thirteen months of an In-Service Distribution Date shall be null and void, and the most recent payment schedule election which is dated at least thirteen months prior to the In-Service Distribution Date will be in effect. 4.3 Company Discretionary Contributions and Vesting (a) The Committee may, in its sole and absolute discretion, make Company Discretionary Contributions to any or all Participant(s) by crediting to said Participants' Retirement/Termination Accounts an amount determined in the sole and absolute discretion of the Committee. The Committee shall be under no obligation to make Company Discretionary Contributions unless the Company so obligates itself under an employment agreement or other agreement. (b) Company Discretionary Contributions and Deemed Investment earnings thereon shall be subject to a vesting schedule established by the Committee for each Company Discretionary Contribution. Such vesting schedule shall be communicated in writing to the Participant receiving a Company Discretionary Contribution at the time of crediting to the Participant's Account, and a copy shall be retained by the Plan Administrator. If no vesting schedule is communicated in accordance herewith, the Company Discretionary Contribution shall be 100% vested from the date of crediting. 11 FIRST HORIZON NONQUALIFIED DEFERRED COMPENSATION PLAN (c) Deemed Investments shall be made in the same manner as for deferrals (Section 4.1 of the Plan) on the date the Company Matching Contribution is credited to the Participant's Retirement/Termination Account. 4.4 Plan Balance Transfers. (a) The Plan Administrator, in its sole discretion, may determine that a portion (or all) of an account balance maintained for all Participants in another Company sponsored nonqualified deferred compensation plan may upon such determination (and if the Participant so elects) be "transferred" to this Plan (the unfunded obligation of the Company to the Participant under the other plan is decreased and the obligation of the Company to the Participant in this Plan is increased in an identical amount). (b) The Plan Balance Transfer amount shall be credited to the Participant's Retirement/Termination Account on the date established by the Plan Administrator, in its sole discretion (the "Plan Balance Transfer Effective Date"). 4.5 Allocation Elections and Valuation of Accounts (a) A Participant shall elect Investment Options from a menu provided by the Plan Administrator. The initial election shall be made on the Allocation Election form approved by the Plan Administrator (or Allocation Election Screen on the Participant website approved by the Plan Administrator) and shall specify the allocations among the Investment Options elected. A Participant may make different Allocation Elections for each Account. A Participant's Accounts shall be valued as the sum of the value of all Deemed Investments minus any withdrawals or distributions from said Account. Investment Options shall be utilized to determine the earnings attributable to the Account. Elections of Investment Options do not represent actual ownership of, or any ownership rights in or to, the securities or other investments to which the Investment Options refer, nor is the Company in any way bound or directed to make actual investments corresponding to Deemed Investments. (b) The Plan Administrator, in its sole discretion, shall be permitted to add or remove Investment Options provided that any such additions or removals of Investment Options shall not be effective with respect to any period prior to the effective date of such change. Any unallocated portion of an Account or any unallocated portion of new deferrals shall be Deemed Invested in an Investment Option referring to a money market based fund or sub-account. (c) A Participant may make a new Allocation Election with respect to future deferrals or Plan Balance Transfers, and may Rebalance or Transfer funds in any of his or her Accounts, provided that such new allocations, Rebalances or Transfers shall be in increments of one percent (1%), and Rebalances and Transfers apply to the entire Account Balance. New Allocation Elections, Rebalances, and Transfers 12 FIRST HORIZON NONQUALIFIED DEFERRED COMPENSATION PLAN may be made on any business day, and will become effective on the same business day or, in the case of Allocation Elections received after a cut-off time established by the Plan Administrator, the following business day. (d) Notwithstanding anything in this Section to the contrary, the Company shall have the sole and exclusive authority to invest any or all amounts deferred in any manner, regardless of any Allocation Elections by any Participant. A Participant's Allocation Election shall be used solely for purposes of determining the value of such Participant's Accounts and the amount of the corresponding liability of the Company in accordance with this Plan. 4.6 Prohibition Against Modifications to deferral elections. A Participant may not modify or revoke a deferral election during a Plan Year by changing the amount of the Compensation deferral except that, in the case of unforeseen financial hardship, the Plan Administrator in its sole discretion may grant a request by a Participant to revoke such Participant's deferral election for the balance of the Plan Year. ARTICLE V DISTRIBUTIONS AND WITHDRAWALS 5.1 In-Service Distributions. (a) Subject to Section 5.5 of the Plan, an In-Service Distribution shall be paid in accordance with the payment schedule election made with respect thereto, beginning as soon as administratively practicable following the In-Service Distribution Valuation Date. In the event a Participant has elected installment payments for an In-Service Distribution, the installment payments shall be determined and paid in accordance with Section 5.4 of the Plan. (b) Notwithstanding a Participant's election to receive an In-Service Distribution, all remaining undistributed In-Service Distribution Account balances shall be combined with the Retirement/Termination Account in the event of Retirement, Termination of Employment, Death, or Disability if the Retirement, Termination of Employment, Death, or Disability occurs prior to any In-Service Distribution Date or prior to the completion of payment(s) elected in connection with any In-Service Distribution Date. 5.2 Retirement Distribution. Subject to Section 5.5 of the Plan, in the event of Retirement of a Participant, the vested portion of the Participant's Retirement/Termination Account balance (including In-Service Accounts as aforementioned) will be paid (or the first payment will be made) in accordance with the Participant's payment schedule election for the Retirement/Termination Account beginning as soon as administratively practicable following the Termination Valuation Date. 13 FIRST HORIZON NONQUALIFIED DEFERRED COMPENSATION PLAN 5.3 Termination of Employment Distribution. In the event of a Participant's Termination of Employment, the vested portion of the Participant's Retirement/Termination Account (including In-Service Accounts as aforementioned) will be paid in a single lump sum as soon as administratively practicable following the Termination Valuation Date. 5.4 Installment Payments. If the Participant has elected installment payments for the Retirement/Termination or In-Service Account and is eligible under the Plan to receive installment payments, annual cash payments will be made beginning as soon as administratively practicable following the applicable Valuation Date (Termination or In-Service) or, in the event of a partial lump sum election, following the first anniversary of the partial lump sum payment made following Retirement. Such payments shall continue annually on or about the anniversary of the previous installment payment until the number of installment payments elected has been paid. The installment payment amount shall be determined annually as the result of a calculation, performed on the Annual Valuation Date, where (i) is divided by (ii): (i) equals the value of the applicable Sub-Account on the Annual Valuation Date; and (ii) equals the remaining number of installment payments. 5.5 Small Account Balance Lump Sum Payment. The foregoing notwithstanding, in the event that a Participant's Retirement/Termination Account Balance is less than $25,000 or a Participant's In-Service Distribution Sub-Account Balance is less than $10,000 on the initial Termination or In-Service Distribution Valuation Date, the In-Service or Retirement/Termination Account balance, as applicable, shall be paid in a single lump sum as soon as administratively practicable following the Valuation Date, and any payment election to the contrary shall be null and void. 5.6 Disability Distribution. In the event of Disability, the Participant shall receive the Retirement/Termination Account balance (including In-Service Accounts as aforementioned) in a single lump sum as soon as administratively practicable following the end of the month in which Disability occurred. The Valuation Date for purposes of determining the Disability distribution shall be the last day of the month in which the Participant's Disability occurs. 5.7 Death Distribution. In the event of death, a Participant's beneficiary shall receive the Retirement/Termination Account balance (including In-Service Accounts as aforementioned) in a single lump sum as soon as administratively practicable following the end of the month in which death occurred. The Valuation Date for purposes of determining the death distribution shall be the last day of the month in which the Participant's death occurs. 5.8 Hardship Distribution. In the event a Participant experiences an Unforeseeable Emergency, said Participant may request, in writing to the Plan Administrator, a distribution under the Plan to meet the financial burden caused by the Unforeseeable 14 FIRST HORIZON NONQUALIFIED DEFERRED COMPENSATION PLAN Emergency. An "Unforeseeable Emergency" is a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as defined in Code section 152(a)) of the Participant, loss of the Participant's property due to casualty, or some other similar extraordinary and unforeseeable circumstance arising as a result of events beyond the control of the Participant. The circumstances that will constitute an unforeseeable emergency will depend upon the facts of each case, but, in any case, payment may not be made to the extent that such hardship is or may be relieved--(i) through reimbursement or compensation by insurance or otherwise; (ii) by liquidation of the Participant's assets, to the extent the liquidation of such assets would not itself cause severe financial hardship; or (iii) by cessation of deferrals under the Plan. Examples of what are not considered to be Unforeseeable Emergencies include the need to send a Participant's child to college or the desire to purchase a home. Distributions in the event of an Unforeseeable Emergency shall only be made in an amount calculated by the Participant, and approved by the Plan Administrator, to be necessary to reasonably satisfy the emergency need. 5.9 Voluntary Distribution. A Participant who is an active employee may request, in writing to the Plan Administrator, to have up to 100% of the Participant's Deferred Compensation Account distributed in a single lump sum to the Participant at any time and for any reason, subject to a penalty of 10% of the amount distributed. The penalty shall be forfeited to the Company. There is a minimum distribution request amount of $10,000. A requesting Participant's deferral elections shall be revoked for the balance of the Plan Year in which the voluntary distribution request is granted and deferrals shall not be permitted for the following Plan Year. The amount of the distribution shall be subtracted first from the vested portion of the Participant's Retirement/Termination Account until depleted and then from the In-Service Accounts (if any) beginning with the most distant. Values for purposes of administering this Section shall be determined on the date the Plan Administrator approves the amount of the distribution, or such other date determined by the Plan Administrator. 5.10 Court Order. In the event of a final, non-appealable valid order of a Court of competent jurisdiction in a domestic relations matter which requires a distribution of a Participant's Account or portion thereof , the Plan Administrator may, in its sole discretion, treat such request as though it were a request for a Hardship withdrawal which satisfied the requirements of an unforeseen severe financial hardship and make a distribution to the Participant, or court ordered recipient as the case may be in the amount necessary to satisfy the Court order. 5.11 Pro-rata subtraction from Investment Options. In the event a distribution under this Article V (e.g. an installment payment, hardship or voluntary distribution, etc.) is less than the entire Account Balance and the Account is allocated over more than one Investment Option, the distribution shall be subtracted from each Investment Option in a pro-rata manner determined in the sole discretion of the Plan Administrator. 15 FIRST HORIZON NONQUALIFIED DEFERRED COMPENSATION PLAN ARTICLE VI ADMINISTRATION 6.1 Plan Administration. This Plan shall be administered by the Plan Administrator, which shall have sole discretionary authority to make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Plan and to utilize its discretion to decide or resolve any and all questions, including but not limited to eligibility for benefits and interpretations of this Plan and its terms, as may arise in connection with the Plan. Claims for benefits shall be filed with the Plan Administrator and resolved in accordance with the claims procedures in Article IX. 6.2 Withholding. The Employer shall have the right to withhold from any payment made under the Plan (or any amount deferred into the Plan) any taxes required by law to be withheld in respect of such payment (or deferral). 6.3 Indemnification. The Company shall indemnify and hold harmless each employee, officer, director, agent or organization, to whom or to which is delegated duties, responsibilities, and authority with respect to administration of the Plan, against all claims, liabilities, fines and penalties, and all expenses reasonably incurred by or imposed upon him or it (including but not limited to reasonable attorney fees) which arise as a result of his or its actions or failure to act in connection with the operation and administration of the Plan to the extent lawfully allowable and to the extent that such claim, liability, fine, penalty, or expense is not paid for by liability insurance purchased or paid for by the Company. Notwithstanding the foregoing, the Company shall not indemnify any person or organization if his or its actions or failure to act are due to gross negligence or willful misconduct or for any such amount incurred through any settlement or compromise of any action unless the Company consents in writing to such settlement or compromise. 6.4 Expenses. The expenses of administering the Plan shall be paid by the Participating Employer(s). 6.5 Delegation of Authority. In the administration of this Plan, the Plan Administrator may, from time to time, employ agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with legal counsel who may be legal counsel to the Company. 6.6 Binding Decisions or Actions. The decision or action of the Plan Administrator in respect of any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations thereunder shall be final and conclusive and binding upon all persons having any interest in the Plan. 16 FIRST HORIZON NONQUALIFIED DEFERRED COMPENSATION PLAN ARTICLE VII AMENDMENT AND PLAN TERMINATION 7.1 Amendment and Plan Termination. The Plan is intended to be permanent, but the Committee may at any time modify, amend, or terminate the Plan, provided that such modification, amendment or termination shall not cancel, reduce, or otherwise adversely affect the amount of benefits of any Participant accrued (and, except as provided in this Section 7.1 any form of payment elected) as of the date of any such modification, amendment, or termination, without the consent of the Participant. The Committee shall be permitted, upon total Plan termination, to instruct the Plan Administrator to pay each Participant (without such Participant's consent) a lump sum in the amount of such Participant's Account Balance as of the date of such Plan termination. 7.2 Adverse Income Tax Determination. Notwithstanding anything to the contrary in the Plan, if any Participant receives a deficiency notice from the United States Internal Revenue Service asserting constructive receipt of amounts payable under the Plan, or if legislation is passed which causes current income taxation of deferred amounts, Company Discretionary Contributions, and/or the investment earnings attributed thereto due to any Participant distribution, right to such distribution, or other Plan provision, the Committee, in its sole discretion, may terminate the Plan or such Participant's participation in the Plan, and/or may declare null and void any Plan provision with respect to affected Participants. In addition, it is intended that this Plan comply with all provisions of the Code and regulations and rulings in effect from time to time regarding the permissible deferral of compensation and taxes thereon, and it is understood that this Plan does so comply. If the laws of the United States or of any relevant state are amended or construed in such a way as to make this Plan (or its intended deferral of compensation and taxes) in whole or in part void, then the Committee, in its sole discretion, may choose to terminate the Plan or it may (to the extent it deems practicable) give effect to the Plan in such a manner as it deems will best carry out the purposes and intentions of this Plan. ARTICLE VIII INFORMAL FUNDING 8.1 General Assets. All benefits in respect of a Participant under this Plan shall be paid directly from the general funds of the Company, or a rabbi trust created by the Company for the purpose of informally funding the Plan, and other than such rabbi trust, if created, no special or separate fund shall be established and no other segregation of assets shall be made to assure payment. No Participant, spouse or Beneficiary shall have any right, title or interest whatever in or to any investments which the Company, or any of its subsidiaries or affiliated companies, may make to aid the Company in meeting its obligation hereunder, including any assets held by a rabbi trust. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Company or any if its subsidiaries or affiliated companies and 17 FIRST HORIZON NONQUALIFIED DEFERRED COMPENSATION PLAN any Employee, spouse, or Beneficiary. To the extent that any person acquires a right to receive payments from the Company hereunder, such rights are no greater than the right of an unsecured general creditor of the Company. 8.2 Rabbi Trust. The Company may, at its sole discretion, establish a grantor trust, commonly known as a rabbi trust, as a vehicle for accumulating the assets needed to pay the promised benefit, and the Company and/or the Employer may contribute from time to time to such rabbi trust, if established, but the Company shall be under no obligation to establish any such trust or any other informal funding vehicle. ARTICLE IX CLAIMS 9.1 Filing a Claim. Any controversy or claim arising out of or relating to the Plan shall be filed with the Plan Administrator which shall make all determinations concerning such claim. Any decision by the Plan Administrator denying such claim shall be in writing and shall be delivered to the Participant or Beneficiary filing the claim ("Claimant"). Such decision shall set forth the reasons for denial in plain language. Pertinent provisions of the Plan document shall be cited and, where appropriate, an explanation as to how the Claimant can perfect the claim will be provided, including a description of any additional material or information necessary to complete the claim, and an explanation of why such material or information is necessary. The claim denial also shall include an explanation of the claims review procedures and the time limits applicable to such procedures, including a statement of the Claimant's right to bring a civil action under Section 502(a) of ERISA following an adverse decision on review. This notice of denial of benefits will be provided within 90 days of the Plan Administrator's receipt of the Claimant's claim for benefits. If the Plan Administrator fails to notify the Claimant of its decision regarding the Claimant's claim, the claim shall be considered denied, and the Claimant shall then be permitted to proceed with an appeal as provided in this Article. If the Plan Administrator determines that it needs additional time to review the claim, the Plan Administrator will provide the Claimant with a notice of the extension before the end of the initial 90-day period. The extension will not be more than 90 days from the end of the initial 90-day period and the notice of extension will explain the special circumstances that require the extension and the date by which the Plan Administrator expects to make a decision. 9.3 Appeal. A Claimant who has been completely or partially denied a benefit shall be entitled to appeal this denial of his claim by filing a written appeal with the Plan Administrator no later than sixty (60) days after: (a) receipt of the written notification of such claim denial, or (b) the lapse of ninety (90) days without an announced decision notice of extension. A Claimant who timely requests a review of his or her denied claim (or his or her authorized representative) may review, upon request and free of charge, copies of all documents, records and other information relevant to the denial and may submit written comments, documents, records and other information relevant to the claim to the Plan Administrator. The Plan Administrator may, in its sole discretion and if it 18 FIRST HORIZON NONQUALIFIED DEFERRED COMPENSATION PLAN deems appropriate or necessary, decide to hold a hearing with respect to the claim appeal. Following its review of any additional information submitted by the Claimant, the Plan Administrator shall render a decision on its review of the denied claim in the following manner: (a) The Plan Administrator shall make its decision regarding the merits of the denied claim within 60 days following His receipt of the appeal (or within 120 days after such receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). It shall deliver the decision to the Claimant in writing. If an extension of time for reviewing the appeal is required because of special circumstances, written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension. The notice will indicate the special circumstances requiring the extension of time and the date by which the Plan Administrator expects to render the determination on review. (b) The review will take into account comments, documents, records and other information submitted by the Claimant relating to the claim without regard to whether such information was submitted or considered in the initial benefit determination. (c) The decision on review shall set forth a specific reason for the decision, and shall cite specific references to the pertinent Plan provisions on which the decision is based. (d) The decision on review will include a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, or other information relevant to the Claimant's claim for benefits. (e) The decision on review will include a statement describing any voluntary appeal procedures offered by the plan and a statement of the Claimant's right to bring an action under Section 502(a) of ERISA. (f) A Claimant may not bring any legal action relating to a claim for benefits under the Plan unless and until the Claimant has followed the claims procedures under the Plan and exhausted his or her administrative remedies under such claims procedures. ARTICLE X GENERAL CONDITIONS 10.1 Anti-assignment Rule. No interest of any Participant, spouse or Beneficiary under this Plan and no benefit payable hereunder shall be assigned as security for a loan, and any 19 FIRST HORIZON NONQUALIFIED DEFERRED COMPENSATION PLAN such purported assignment shall be null, void and of no effect, nor shall any such interest or any such benefit be subject in any manner, either voluntarily or involuntarily, to anticipation, sale, transfer, assignment or encumbrance by or through any Participant, spouse or Beneficiary. 10.2 No Legal or Equitable Rights or Interest. No Participant or other person shall have any legal or equitable rights or interest in this Plan that are not expressly granted in this Plan. Participation in this Plan does not give any person any right to be retained in the service of the Company or any of its subsidiaries or affiliated companies. The right and power of the Company (or any of its subsidiaries or affiliated companies that is the Employee's employer) to dismiss or discharge an Employee is expressly reserved. 10.3 No Employment Contract. Nothing contained herein shall be construed to constitute a contract of employment between an Employee and the Employer or any of its subsidiaries or affiliated companies. 10.4 Headings. The headings of Sections are included solely for convenience of reference, and if there is any conflict between such headings and the text of this Plan, the text shall control. 10.5 Invalid or Unenforceable Provisions. If any provision of this Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof and the Plan Administrator may elect in its sole discretion to construe such invalid or unenforceable provisions in a manner that conforms to applicable law or as if such provisions, to the extent invalid or unenforceable, had not been included. 10.6 Governing Law. To the extent not preempted by ERISA, the laws of the State of Tennessee shall govern the construction and administration of the Plan. SIGNATURES ON NEXT PAGE 20 FIRST HORIZON NONQUALIFIED DEFERRED COMPENSATION PLAN IN WITNESS WHEREOF, the Company and Participating Employer(s) have caused this Plan to be adopted, effective as of July 1, 2003. FIRST TENNESSEE NATIONAL CORPORATION ("COMPANY") By: -------------------------- Its: -------------------------- FIRST HORIZON HOME LOAN CORPORATION ("PARTICIPATING EMPLOYER") By: -------------------------- Its: -------------------------- 21 EX-5 4 g83188exv5.txt OPINION OF CLYDE A. BILLINGS, JR. EXHIBIT 5 June 11, 2003 Board of Directors First Tennessee National Corporation 165 Madison Avenue Memphis, TN 38103 Lady and Gentlemen: I have acted as counsel to First Tennessee National Corporation, a Tennessee corporation (the "Company"), in connection with the registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), of deferred compensation obligations of the Company ( the "Obligations") to be offered and sold pursuant to the terms of the First Horizon Nonqualified Deferred Compensation Plan (the "Plan"). I have examined the originals or copies, certified or otherwise identified to my satisfaction, of such corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination and subject to the limitations contained herein, it is my opinion that the Plan has been duly adopted by the Company and that the Obligations, when issued in accordance with the terms of and subject to the conditions of the Plan, will be duly authorized and validly issued and will constitute the valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms and the terms of the Plan, except as enforcement may be limited by (i) applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), moratorium, reorganization or other similar laws affecting creditors' rights generally or (ii) general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. 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. In rendering the foregoing opinion, I have relied as to certain matters, to the extent I deem such reliance appropriate, 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 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, /s/ Clyde A. Billings, Jr. Clyde A. Billings, Jr. Senior Vice President, Assistant General Counsel and Corporate Secretary EX-23.(A) 5 g83188exv23wxay.txt CONSENT OF KPMG, LLP EXHIBIT 23(a) INDEPENDENT AUDITORS' CONSENT The Board of Directors First Tennessee National Corporation: We consent to the incorporation by reference in the registration statement on Form S-8 pertaining to the First Horizon Home Loan Corporation Nonqualified Deferred Compensation Plan of our report dated February 21, 2003, with respect to the consolidated statement of condition of First Tennessee National Corporation (the Company) as of December 31, 2002 and the related consolidated statements of income, shareholders' equity and cash flows for the year then ended, which report is incorporated by reference in the Company's 2002 Annual Report on Form 10-K, and to all references to our firm included therein. Our report refers to our audit of the adjustments that were applied for the restatements of the 2001 and 2000 consolidated financial statements, as more fully described in Notes 1 and 22 to the consolidated financial statements, and the revision described in Note 7 to the consolidated financial statements. However, we were not engaged to audit, review, or apply any procedures to the 2001 and 2000 consolidated financial statements other than with respect to such adjustments. KPMG LLP June 11, 2003 EX-24 6 g83188exv24.txt POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint JAMES F. KEEN, CLYDE A. BILLINGS, JR., and MILTON A. GUTELIUS, JR., jointly and each of them severally, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to execute and sign the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission, pursuant to the provisions of the Securities Act of 1933, by First Tennessee National Corporation ("Corporation") relating to the issuance of $30,000,000 Deferred Compensation Obligations of the Corporation pursuant to the First Horizon Nonqualified Deferred Compensation Plan ("Plan") and, further, to execute and sign any and all pre-effective and post-effective amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, or their or his or her substitute or substitutes, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all the acts that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature Title Date Ralph Horn Chairman of the Board and - ---------------------------- a Director June 11, 2003 Ralph Horn J. Kenneth Glass President, Chief Executive - ---------------------------- Officer and a Director (principal J. Kenneth Glass executive officer) June 11, 2003 James F. Keen Executive Vice President, Chief - ---------------------------- Financial Officer and Corporate James F. Keen Controller (principal financial officer and principal accounting officer) June 11, 2003 Robert C. Blattberg Director June 11, 2003 - ---------------------------- Robert C. Blattberg George E. Cates Director June 11, 2003 - ---------------------------- George E. Cates James A. Haslam, III Director June 11, 2003 - ---------------------------- James A. Haslam, III

Page 1 of 2 R. Brad Martin Director June 11, 2003 - ---------------------------- R. Brad Martin Vicki R. Palmer Director June 11, 2003 - ---------------------------- Vicki R. Palmer Michael D. Rose Director June 11, 2003 - ---------------------------- Michael D. Rose William B. Sansom Director June 11, 2003 - ---------------------------- William B. Sansom Jonathan P. Ward Director May 13, 2003 - ---------------------------- Jonathan P. Ward Luke Yancy III Director May 13, 2003 - ---------------------------- Luke Yancy III Page 2 of 2 -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.(C)

                                                                    EXHIBIT 4(c)

                                  FIRST HORIZON

                     NONQUALIFIED DEFERRED COMPENSATION PLAN


                             Effective July 1, 2003


                                       1


                                                                                                      
ARTICLE I
         Establishment and Purpose.....................................................................  Page 3

ARTICLE II
         Definitions...................................................................................  Page 3

ARTICLE III
         Eligibility and Participation.................................................................  Page 10

ARTICLE IV
         Deferral Elections, Company Discretionary Contributions, Account Valuation....................  Page 11

ARTICLE V
         Distributions and Withdrawals.................................................................  Page 17

ARTICLE VI
         Administration................................................................................  Page 20

ARTICLE VII
         Amendment and Plan Termination................................................................  Page 21

ARTICLE VIII
         Informal Funding..............................................................................  Page 22

ARTICLE IX
         Claims........................................................................................  Page 22

ARTICLE X
      General Conditions...............................................................................  Page 24




                                       2


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NONQUALIFIED DEFERRED COMPENSATION PLAN


                                    ARTICLE I
                            ESTABLISHMENT AND PURPOSE

First Tennessee National Corporation (the "Company") hereby sponsors the First
Horizon Nonqualified Deferred Compensation Plan (the "Plan"), effective July 1,
2003 (the "Effective Date"). The purpose of the Plan is to provide selected
eligible employees of First Horizon Home Loan Corporation and its subsidiaries,
and such of the Company and the subsidiaries, divisions or affiliates of the
Company, that have adopted the Plan for their Eligible Employees (as defined
herein) (the "Participating Employers") with an opportunity to defer receipt of
a portion of their base salary, bonus, commission (including mortgage production
incentives), and other specified cash compensation (if any). The Plan is not
intended to meet the qualification requirements of Section 401(a) of the
Internal Revenue Code, but is intended to be an unfunded arrangement providing
deferred compensation to eligible employees who are part of a select group of
management or highly compensated employees of the Company and selected
subsidiaries within the meaning of Sections 201, 301 and 401 of ERISA. The Plan
is intended to be exempt from the requirements of Parts 2, 3 and 4 of Title I of
ERISA as a "top hat" plan, and to be eligible for the alternative method of
compliance for reporting and disclosure available for unfunded "top hat" plans.

                                   ARTICLE II
                                   DEFINITIONS

2.1      Account Balance. Account Balance means, with respect to the Deferred
         Compensation Account or a Sub-Account, the total value of all the
         Investment Options in which the Participant deferrals, and Company
         Discretionary Contributions, have been Deemed Invested as of a specific
         date, taking into account the value of all distributions from that
         Account or Sub-Account to the specific date.

2.2      Allocation Election. Allocation Election means a choice by a
         Participant of one or more Investment Options, and the allocation among
         them, in which future Participant deferrals and/or existing Account
         Balances are Deemed Invested for purposes of determining earnings in a
         particular Sub-Account.

2.3      Allocation Election Form. Allocation Election Form means the form (or
         Website screen) approved by the Plan Administrator on which the
         Participant makes an Allocation Election, Rebalances a Sub-Account, or
         elects a Transfer.

2.4      Annual Valuation Date. Annual Valuation Date means the anniversary of
         the Termination Valuation Date or In-Service Distribution Valuation
         Date utilized to determine the amount of an annual installment payment.

2.5      Beneficiary. Beneficiary means a natural person, estate, or trust
         designated by a Participant on the form designated by the Plan
         Administrator to receive benefits to which a Beneficiary is entitled
         under and in accordance with provisions of the Plan. The Participant's
         estate shall be the Beneficiary if:


                                       3


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NONQUALIFIED DEFERRED COMPENSATION PLAN


         (i)      the Participant has not designated a natural person or trust
                  as Beneficiary, or

         (ii)     the designated Beneficiary has predeceased the Participant.

2.6      Chief Executive Officer. Chief Executive Officer means the individual
         who performs the functions of a Chief Executive Officer for the
         Company.

2.7      Code. Code means the Internal Revenue Code, as amended from time to
         time.

2.8      Company. Company means First Tennessee National Corporation, its
         successors and assigns.

2.9      Company Discretionary Contributions. Company Discretionary Contribution
         means a credit to a Participant's Retirement/Termination Account by a
         Participating Employer at a time and in an amount determined in the
         sole discretion of the Committee.

2.10     Compensation. Compensation means, for purposes of this Plan, base
         salary (including any deferred salary under a Code Section 401(k) or
         125 plan), bonus, and commission (including mortgage production
         incentives), and such other cash compensation (if any) approved by the
         Plan Administrator as Compensation for purposes of this Plan.

2.11     Compensation Deferral Agreement. Compensation Deferral Agreement means
         the deferral election form, or such other forms furnished by the Plan
         Administrator (or screens on the Participant Website approved by the
         Plan Administrator), on which a Participant elects: (a) the amount of
         deferral (in dollar amount or percentage) and type of Compensation to
         be deferred; (b) any In-Service Distribution Dates for that year's, or
         a portion of that year's, deferrals; and (c) the payment schedule for
         Retirement and In-Service distributions. The Allocation Election Form
         may also be part of the Compensation Deferral Agreement, in the
         discretion of the Plan Administrator.

2.12     Death Benefit. Death Benefit means a distribution of the total amount
         of the Participant's Deferred Compensation Account Balance, including
         any remaining unpaid In-Service Account balances, to the Participant's
         Beneficiary(ies) in accordance with Article V of the Plan.

2.13     Deemed Investment. A Deemed Investment (or "Deemed Invested") means the
         notional conversion of a dollar amount of deferred Compensation and
         Company Discretionary Contributions credited to a Participant's
         Deferred Compensation Account into shares or units (or a fraction of
         such measures of ownership, if applicable) of the underlying investment
         (e.g. mutual fund or other investment) which is referred to by the
         Investment Option(s) selected by the Participant. The conversion shall
         occur as if shares (or units) of the designated investment were being
         purchased (or sold, in the case of a distribution) at the purchase
         price as of the close of business of the day on which the Deemed
         Investment occurs. At no time shall a Participant have any real or
         beneficial ownership in the actual investment to which the Investment
         Option refers.


                                       4


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NONQUALIFIED DEFERRED COMPENSATION PLAN


2.14     Deferred Compensation Account ("Account"). A Participant's Deferred
         Compensation Account means the aggregate of all Sub-Accounts maintained
         for Participant deferrals and Company Discretionary Contributions,
         together with a record of Deemed Investments in accordance with
         Participants' Allocation Elections, minus any withdrawals or
         distributions from said Account. The Account, and all component
         Sub-Accounts, shall be a bookkeeping account utilized solely as a
         device for the measurement of amounts to be paid to the Participant
         under the Plan. The Account, and all Sub-Accounts, shall not constitute
         or be treated as an escrow, trust fund, or any other type of funded
         account for Code or ERISA purposes and, moreover, amounts credited
         thereto shall not be considered "plan assets" for ERISA purposes.

2.15     Deferred Compensation Committee or "Committee". Committee means the
         Human Resources Committee of the Company's Board of Directors.

2.16     Disability. Disability means a disability that would qualify as a total
         and permanent disability under the long-term disability plan then in
         effect at the company employing the Participant at the onset of such
         total and permanent disability.

2.17     Eligible Employee. Eligible Employee means an Employee who is part of a
         select group of management or highly compensated employees of the
         Employer (which also includes for this purpose its subsidiaries and
         affiliated companies) within the meaning of Sections 201, 301 and 401
         of ERISA, and who is selected by the Plan Administrator to participate
         in the Plan.

2.18     Employee. Employee means a full-time salaried employee of the Company
         or any subsidiary or affiliated company of the Company.

2.19     Employer. Employer (or "Participating Employer") means First Horizon
         Home Loan Corporation and its subsidiaries, and such of the Company and
         the subsidiaries, affiliates, or divisions of the Company, that have
         adopted the Plan for their Eligible Employees.

2.20     ERISA. ERISA means the Employee Retirement Income Security Act of 1974,
         as amended from time to time.

2.21     In-Service Distribution. In-Service Distribution means a payment by the
         Company to the Participant following a date elected by the Participant
         (the In-Service Distribution Date) of the amount represented by the
         account balance in the In-Service Sub-Account pertaining to that
         In-Service Distribution. In-Service Distributions shall be made in
         accordance with Participants' In-Service Distribution form of payment
         election.

2.22     In-Service Account. In-Service Account means a separate Sub-Account of
         the Deferred Compensation Account, created whenever a Participant
         elects a new In-Service Distribution Date (not already established with
         a Sub-Account) with respect to a portion, or all, of his or her
         deferral contributions, to which such portion of deferral specified by


                                       5


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NONQUALIFIED DEFERRED COMPENSATION PLAN


         the Participant is credited and Deemed Invested in accordance with the
         Participant's Allocation Election.

2.23     In-Service Distribution Date. In-Service Distribution Date means the
         date selected by the Participant, following which the In-Service
         Distribution Sub-Account Balance shall be distributed in accordance
         with the Plan.

2.24     In-Service Distribution Valuation Date. In-Service Distribution
         Valuation Date means the last day of the calendar month in which the
         In-Service Distribution Date occurs.

2.25     Investment Option. Investment Option means a security or other
         investment such as a mutual fund, life insurance sub-account, or other
         investment approved by the Plan Administrator for use as part of an
         Investment Option menu, which a Participant may elect as a measuring
         device to determine Deemed Investment earnings (positive or negative)
         to be valued in the Participant's Account or Sub-Account. The
         Participant has no real or beneficial ownership in the security or
         other investment represented by the Investment Option.

2.26     Participant. Participant means an Eligible Employee who: (1) is
         selected to participate in this Plan in accordance with Section 3.1 and
         has elected to defer Compensation in accordance with the Plan in any
         Plan Year; (2) has been credited with a Plan Balance Transfer; (3) has
         received a Company Contribution; or (4) has an Account Balance in his
         or her Deferred Compensation Account, including any Sub-Account,
         greater than zero prior to his or her death. A Participant's continued
         participation in the Plan shall be governed by Section 3.2 of the Plan.

2.27     Plan. Plan means the First Horizon Nonqualified Deferred Compensation
         Plan as documented herein and as may be amended from time to time
         hereafter.

2.28     Plan Administrator. Plan Administrator means a committee of individuals
         appointed by the Company's EVP Corporate and Employee Services which is
         responsible for the day-to-day decision making, record keeping, and
         administration of the Plan; provided, that the Plan Administrator may
         delegate duties of the Plan Administrator to employees or others to
         assist in the administration of the Plan.

2.29     Plan Balance Transfer. Plan Balance Transfer means the crediting to the
         Participant's Retirement/Termination Account an amount equal to the
         Participant's account balance in an existing nonqualified deferred
         compensation plan sponsored by the Company (other than this Plan) at
         such time and in accordance with such procedures as are established by
         the Plan Administrator in its sole discretion.

2.30     Plan Year. Plan Year means January 1 through December 31. "Initial Plan
         Year" means the partial year in which the Plan is first enrolled (July
         1 to December 31, 2003).


                                       6


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NONQUALIFIED DEFERRED COMPENSATION PLAN


2.31     Rebalance. Rebalance means an Allocation Election which pertains to a
         Participant's then existing Sub-Account and which reallocates the
         Sub-Account Balance among Investment Options available in the Plan.

2.32     Retirement. Retirement means the voluntary termination of employment
         with the Company: (a) upon reaching age 65 with at least 5 "Years of
         Service" (as defined in the Company pension plan); or (b) after
         reaching age 55 with at least 15 Years of Service; or (c) after
         attaining an age, which when added to the Participant's Years of
         Service, totals at least 75. Retirement shall also mean such
         involuntary terminations as are designated as a Retirement for purposes
         of this Plan in the sole discretion of the Committee.

2.33     Retirement/Termination Account. Retirement/Termination Account means a
         Sub-Account of the Deferred Compensation Account containing deferrals,
         Plan Balance Transfers, Company Discretionary Contributions and Deemed
         Investment earnings thereon which have not been allocated to In-Service
         Account(s) by the Participant.

2.34     Sub-Account. Sub-Account means a portion of the Deferred Compensation
         Account maintained separately by the Plan Administrator in order to
         properly administer the Plan.

2.35     Termination of Employment. Termination of Employment means the
         termination of a Participant's employment with the Company that is the
         Participant's employer, for any reason other than Retirement.

2.36     Termination Valuation Date. Termination Valuation Date means the last
         day of the calendar month in which Termination of Employment or
         Retirement occurs.

2.37     Transfer. Transfer means a partial Allocation Election with respect to
         a Participant's then existing Sub-Account where a Participant transfers
         a portion of the Sub-Account balance from one Investment Option to
         another.

                                   ARTICLE III
                          ELIGIBILITY AND PARTICIPATION

3.1      Eligibility and Participation. Each Eligible Employee, determined in
         the sole discretion of the Plan Administrator, shall be eligible to
         participate in this Plan.

3.2      Duration. Once an Employee becomes a Participant, such Employee shall
         continue to be a Participant so long as he or she is entitled to
         receive benefits hereunder, notwithstanding any subsequent Termination
         of Employment.

3.3      Revocation of Future Participation. Notwithstanding the provisions of
         Section 3.2, the Plan Administrator may revoke such Participant's
         eligibility to make future deferrals


                                       7


FIRST HORIZON
NONQUALIFIED DEFERRED COMPENSATION PLAN


         under this Plan. Such revocation will not affect in any manner a
         Participant's Deferred Compensation Account or other terms of this
         Plan.

3.4      Notification. Each newly Eligible Employee shall be notified by the
         Plan Administrator, in writing, of his or her eligibility to
         participate in this Plan.

                                   ARTICLE IV
    DEFERRAL ELECTIONS, COMPANY DISCRETIONARY CONTRIBUTIONS, AND PARTICIPANT
                               ACCOUNT VALUATION

4.1      Deferral Elections, generally

         (a)      A Participant shall make deferral elections under the Plan by
                  completing and submitting to the Plan Administrator a written
                  Compensation Deferral Agreement provided by the Plan
                  Administrator (or completing and electronically submitting the
                  deferral election screen on the Participant website, when made
                  available by the Plan Administrator). Deferral elections shall
                  be made during an annual enrollment period which shall end no
                  later than December 1 preceding the Plan Year to which the
                  deferral election relates, unless the enrollment period is
                  extended by the Plan Administrator because of extraordinary
                  circumstances. In no event may an enrollment period be
                  extended beyond the last day of the month prior to the
                  beginning of the Plan Year to which the deferral elections
                  refer. Other cash Compensation deferral elections shall be
                  made prior to the time such amounts have been earned, during
                  special enrollment periods announced by the Plan
                  Administrator.

         (b)      Notwithstanding the foregoing, an Eligible Employee who
                  becomes eligible to be a Participant during any Plan Year may,
                  in the initial year of eligibility only, make deferral
                  elections with respect to Compensation which will be earned
                  during the balance of such Plan Year but after such elections
                  in such Plan Year, within 30 days of the date of notification
                  of eligibility as required in Section 3.4 of the Plan.

         (c)      In the Initial Plan Year, an Eligible Employee may make
                  deferral elections with respect to base salary and/or
                  commissions (including mortgage production incentives), which
                  will be earned during the balance of the Initial Plan
                  Year but after such elections, during the initial
                  enrollment period designated by the Plan Administrator.

         (d)      Deferral elections shall be effective for one Plan Year
                  (except for the Initial Plan Year, where deferral elections
                  shall be effective for the balance of the Initial Plan Year),
                  and shall expire at the end of the Plan Year to which they
                  refer. Deferral elections become effective on the first day of
                  the Plan Year following the date of the election (except
                  deferral elections in the Initial Plan Year, which become
                  effective July 1, 2003 or such later date as is specified by
                  the Plan Administrator), and may not be modified during the
                  Plan Year (or balance of the Initial Plan


                                       8


FIRST HORIZON
NONQUALIFIED DEFERRED COMPENSATION PLAN


                  Year), except in the event of a financial emergency determined
                  in the sole discretion of the Plan Administrator.

         (e)      A deferral election shall designate the amount of Compensation
                  to be deferred in dollar amount or in whole percentages. A
                  Participant may defer up to 75% of his or her Compensation,
                  minus the amount of any deferrals made by the Participant into
                  the First Tennessee National Corporation Deferred Compensation
                  Stock Option Program for the same Plan Year, into this Plan.
                  The minimum deferral amount into this Plan must be at least
                  $5,000 for each Plan Year to be paid during the Plan Year to
                  which the election refers. A Participant may elect different
                  percentages for base salary, bonus, and commissions (including
                  mortgage production incentives).

         (f)      The foregoing notwithstanding, in the event a Participant's
                  deferral election results in insufficient non-deferred
                  Compensation from which to withhold taxes in accordance with
                  applicable law, the deferral election shall be reduced as
                  necessary to allow the Employer to satisfy tax withholding
                  requirements.

         (g)      Deferrals pertaining to base salary shall be deducted by the
                  Employer on a pro rata basis from a Participant's base salary
                  for each pay period during the Plan Year (or during the
                  remaining pay periods of the Initial Plan Year), and the
                  amount deferred shall be credited to the Participant's elected
                  Sub-Account and a Deemed Investment shall be made in the
                  investment(s) represented by the Investment Option(s) elected
                  by the Participant as of the close of business on the date it
                  would otherwise have been paid as Compensation to the
                  Participant. Deferrals pertaining to bonus awards and
                  commissions (including mortgage production incentives)
                  shall be deducted by the Employer from the Participant's
                  bonus, commission, or mortgage production incentive payment
                  on the date of payment of the bonus, commission or mortgage
                  production incentive, and the amount deferred shall be
                  credited to the Participant's elected Sub-Account and a Deemed
                  Investment shall be made in the investment(s) represented by
                  the Investment Option(s) elected by the Participant as of the
                  close of business on the date it would otherwise have been
                  paid as Compensation to the Participant.

         (h)      The Compensation Deferral Agreement shall indicate the
                  Participant's election of a payment schedule for his or her
                  Retirement/Termination Account. A Participant shall elect to
                  have such Retirement/Termination Account distributed: (a) a
                  portion, or all, in a single lump sum payable as soon as
                  administratively practicable following the Termination
                  Valuation Date; and/or (b) the balance (assuming it is at
                  least $25,000) in up to five (5) annual installment payments
                  payable in accordance with Section 5.3 of the Plan
                  (Retirement/Termination Account balances less than $25,000 are
                  paid in a single lump sum regardless of the Participant's
                  payment schedule election). An election of a payment schedule
                  for a Participant's Retirement/Termination Account shall
                  pertain to the entire Retirement/Termination Account balance
                  (e.g. new payment schedule elections override previously
                  elected payment schedules). A Participant shall be permitted
                  to change (override) his or her Retirement/Termination Account
                  payment


                                       9


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NONQUALIFIED DEFERRED COMPENSATION PLAN


                  schedule election at any time by filing a new Compensation
                  Deferral Agreement (or by following such procedures as are set
                  by the Plan Administrator regarding using the Participant
                  website, when available), provided such election is made at
                  least thirteen (13) months prior to the Participant's date of
                  Retirement. Any payment schedule election made within thirteen
                  months of Retirement shall be null and void, and the most
                  recent payment schedule election which is dated at least
                  thirteen months prior to Retirement will be in effect.

4.2      In-Service Distribution Date Election.

         (a)      The Compensation Deferral Agreement shall also indicate the
                  Participant's election of In-Service Distribution Date(s) (if
                  any). An In-Service Distribution election shall pertain to
                  such portion of deferred Compensation for the Plan Year as
                  elected by the Participant and shall cause an In-Service
                  Account to be established (unless such Account already
                  exists), to which such portion of deferred Compensation shall
                  be credited. In the event an In-Service Account has already
                  been established for the In-Service Distribution Date referred
                  to in the deferral election, such portion of deferred
                  Compensation shall be credited to the existing In-Service
                  Account.

         (b)      A Participant may maintain up to three (3) In-Service
                  Accounts.

         (c)      A newly established In-Service Distribution Date must be at
                  least two (2) years from the end of the Plan Year to which the
                  election which creates it refers. Participants may allocate
                  deferred compensation to existing In-Service Accounts so long
                  as the In-Service Distribution Date for the In-Service Account
                  occurs after the end of the Plan Year to which the election
                  refers.

         (d)      A Participant may change or cancel an In-Service Distribution
                  Date once only, as follows:

                  (i)      An In-Service Distribution Date change (including a
                           cancellation) may be made by submitting a new
                           Compensation Deferral Agreement or such other form as
                           may be provided for In-Service Distribution Date
                           changes by the Plan Administrator (or completing and
                           electronically submitting the appropriate screen on
                           the Participant website, when available) at any time,
                           so long as the date that such form is submitted to
                           the Plan Administrator is at least thirteen (13)
                           months prior to the In-Service Distribution Date
                           being changed; and

                  (ii)     The In-Service Distribution Date may be extended to a
                           subsequent year (and must be extended by at least one
                           year), but it may not be made to occur sooner than
                           the original date.

                  (iii)    The In-Service Distribution Date may be cancelled,
                           even after a change. A cancellation of an In-Service
                           Distribution Date shall cause the In-Service
                           Sub-Account associated with it to be merged into the
                           Retirement/Termination Sub-Account.


                                       10


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NONQUALIFIED DEFERRED COMPENSATION PLAN


                  (iv)     Making an In-Service Distribution Date change or
                           cancellation in accordance with the Plan is specific
                           to the In-Service Distribution to which it refers,
                           and shall not affect other In-Service Distributions
                           or the ability of the Participant to make new
                           In-Service Distribution elections with respect to new
                           deferral contributions.

         (e)      Any portion of a deferral not credited to an In-Service
                  Distribution Account will be credited to the
                  Retirement/Termination Account.

         (i)      The Compensation Deferral Agreement shall also indicate the
                  Participant's election of payment schedule for each In-Service
                  Distribution Date. Permitted payment schedules for In-Service
                  Distributions are a single lump sum or (assuming the
                  In-Service Distribution Sub-Account Balance is at least
                  $10,000) from two (2) to five (5) annual installment payments.
                  An election of a payment schedule for a Participant's
                  In-Service Account shall pertain to the entire In-Service
                  Account balance (e.g. new payment schedules override
                  previously elected payment schedules). A Participant shall be
                  permitted to change (override) his or her payment schedule
                  election for an In-Service Distribution at any time by filing
                  a new Compensation Deferral Agreement (or by following such
                  procedures as are set by the Plan Administrator regarding
                  using the Participant website, when available), provided such
                  election is made at least thirteen (13) months prior to the
                  In-Service Distribution Date. Any payment schedule election
                  made within thirteen months of an In-Service Distribution Date
                  shall be null and void, and the most recent payment schedule
                  election which is dated at least thirteen months prior to the
                  In-Service Distribution Date will be in effect.

4.3      Company Discretionary Contributions and Vesting

         (a)      The Committee may, in its sole and absolute discretion, make
                  Company Discretionary Contributions to any or all
                  Participant(s) by crediting to said Participants'
                  Retirement/Termination Accounts an amount determined in the
                  sole and absolute discretion of the Committee. The Committee
                  shall be under no obligation to make Company Discretionary
                  Contributions unless the Company so obligates itself under an
                  employment agreement or other agreement.

         (b)      Company Discretionary Contributions and Deemed Investment
                  earnings thereon shall be subject to a vesting schedule
                  established by the Committee for each Company Discretionary
                  Contribution. Such vesting schedule shall be communicated in
                  writing to the Participant receiving a Company Discretionary
                  Contribution at the time of crediting to the Participant's
                  Account, and a copy shall be retained by the Plan
                  Administrator. If no vesting schedule is communicated in
                  accordance herewith, the Company Discretionary Contribution
                  shall be 100% vested from the date of crediting.


                                       11


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NONQUALIFIED DEFERRED COMPENSATION PLAN


         (c)      Deemed Investments shall be made in the same manner as for
                  deferrals (Section 4.1 of the Plan) on the date the Company
                  Matching Contribution is credited to the Participant's
                  Retirement/Termination Account.

4.4      Plan Balance Transfers.

         (a)      The Plan Administrator, in its sole discretion, may determine
                  that a portion (or all) of an account balance maintained for
                  all Participants in another Company sponsored nonqualified
                  deferred compensation plan may upon such determination (and if
                  the Participant so elects) be "transferred" to this Plan (the
                  unfunded obligation of the Company to the Participant under
                  the other plan is decreased and the obligation of the Company
                  to the Participant in this Plan is increased in an identical
                  amount).

         (b)      The Plan Balance Transfer amount shall be credited to the
                  Participant's Retirement/Termination Account on the date
                  established by the Plan Administrator, in its sole discretion
                  (the "Plan Balance Transfer Effective Date").

4.5      Allocation Elections and Valuation of Accounts

         (a)      A Participant shall elect Investment Options from a menu
                  provided by the Plan Administrator. The initial election shall
                  be made on the Allocation Election form approved by the Plan
                  Administrator (or Allocation Election Screen on the
                  Participant website approved by the Plan Administrator) and
                  shall specify the allocations among the Investment Options
                  elected. A Participant may make different Allocation Elections
                  for each Account. A Participant's Accounts shall be valued as
                  the sum of the value of all Deemed Investments minus any
                  withdrawals or distributions from said Account. Investment
                  Options shall be utilized to determine the earnings
                  attributable to the Account. Elections of Investment Options
                  do not represent actual ownership of, or any ownership rights
                  in or to, the securities or other investments to which the
                  Investment Options refer, nor is the Company in any way bound
                  or directed to make actual investments corresponding to Deemed
                  Investments.

         (b)      The Plan Administrator, in its sole discretion, shall be
                  permitted to add or remove Investment Options provided that
                  any such additions or removals of Investment Options shall not
                  be effective with respect to any period prior to the effective
                  date of such change. Any unallocated portion of an Account or
                  any unallocated portion of new deferrals shall be Deemed
                  Invested in an Investment Option referring to a money market
                  based fund or sub-account.

         (c)      A Participant may make a new Allocation Election with respect
                  to future deferrals or Plan Balance Transfers, and may
                  Rebalance or Transfer funds in any of his or her Accounts,
                  provided that such new allocations, Rebalances or Transfers
                  shall be in increments of one percent (1%), and Rebalances and
                  Transfers apply to the entire Account Balance. New Allocation
                  Elections, Rebalances, and Transfers


                                       12


FIRST HORIZON
NONQUALIFIED DEFERRED COMPENSATION PLAN


                  may be made on any business day, and will become effective on
                  the same business day or, in the case of Allocation Elections
                  received after a cut-off time established by the Plan
                  Administrator, the following business day.

         (d)      Notwithstanding anything in this Section to the contrary, the
                  Company shall have the sole and exclusive authority to invest
                  any or all amounts deferred in any manner, regardless of any
                  Allocation Elections by any Participant. A Participant's
                  Allocation Election shall be used solely for purposes of
                  determining the value of such Participant's Accounts and the
                  amount of the corresponding liability of the Company in
                  accordance with this Plan.

4.6      Prohibition Against Modifications to deferral elections. A Participant
         may not modify or revoke a deferral election during a Plan Year by
         changing the amount of the Compensation deferral except that, in the
         case of unforeseen financial hardship, the Plan Administrator in its
         sole discretion may grant a request by a Participant to revoke such
         Participant's deferral election for the balance of the Plan Year.

                                    ARTICLE V
                          DISTRIBUTIONS AND WITHDRAWALS

5.1      In-Service Distributions.

         (a)      Subject to Section 5.5 of the Plan, an In-Service Distribution
                  shall be paid in accordance with the payment schedule election
                  made with respect thereto, beginning as soon as
                  administratively practicable following the In-Service
                  Distribution Valuation Date. In the event a Participant has
                  elected installment payments for an In-Service Distribution,
                  the installment payments shall be determined and paid in
                  accordance with Section 5.4 of the Plan.

         (b)      Notwithstanding a Participant's election to receive an
                  In-Service Distribution, all remaining undistributed
                  In-Service Distribution Account balances shall be combined
                  with the Retirement/Termination Account in the event of
                  Retirement, Termination of Employment, Death, or Disability if
                  the Retirement, Termination of Employment, Death, or
                  Disability occurs prior to any In-Service Distribution Date or
                  prior to the completion of payment(s) elected in connection
                  with any In-Service Distribution Date.

5.2      Retirement Distribution. Subject to Section 5.5 of the Plan, in the
         event of Retirement of a Participant, the vested portion of the
         Participant's Retirement/Termination Account balance (including
         In-Service Accounts as aforementioned) will be paid (or the first
         payment will be made) in accordance with the Participant's payment
         schedule election for the Retirement/Termination Account beginning as
         soon as administratively practicable following the Termination
         Valuation Date.


                                       13


FIRST HORIZON
NONQUALIFIED DEFERRED COMPENSATION PLAN


5.3      Termination of Employment Distribution. In the event of a Participant's
         Termination of Employment, the vested portion of the Participant's
         Retirement/Termination Account (including In-Service Accounts as
         aforementioned) will be paid in a single lump sum as soon as
         administratively practicable following the Termination Valuation Date.

5.4      Installment Payments. If the Participant has elected installment
         payments for the Retirement/Termination or In-Service Account and is
         eligible under the Plan to receive installment payments, annual cash
         payments will be made beginning as soon as administratively practicable
         following the applicable Valuation Date (Termination or In-Service) or,
         in the event of a partial lump sum election, following the first
         anniversary of the partial lump sum payment made following Retirement.
         Such payments shall continue annually on or about the anniversary of
         the previous installment payment until the number of installment
         payments elected has been paid. The installment payment amount shall be
         determined annually as the result of a calculation, performed on the
         Annual Valuation Date, where (i) is divided by (ii):

                  (i)      equals the value of the applicable Sub-Account on the
                           Annual Valuation Date; and

                  (ii)     equals the remaining number of installment payments.

5.5      Small Account Balance Lump Sum Payment. The foregoing notwithstanding,
         in the event that a Participant's Retirement/Termination Account
         Balance is less than $25,000 or a Participant's In-Service Distribution
         Sub-Account Balance is less than $10,000 on the initial Termination or
         In-Service Distribution Valuation Date, the In-Service or
         Retirement/Termination Account balance, as applicable, shall be paid in
         a single lump sum as soon as administratively practicable following the
         Valuation Date, and any payment election to the contrary shall be null
         and void.

5.6      Disability Distribution. In the event of Disability, the Participant
         shall receive the Retirement/Termination Account balance (including
         In-Service Accounts as aforementioned) in a single lump sum as soon as
         administratively practicable following the end of the month in which
         Disability occurred. The Valuation Date for purposes of determining the
         Disability distribution shall be the last day of the month in which the
         Participant's Disability occurs.

5.7      Death Distribution. In the event of death, a Participant's beneficiary
         shall receive the Retirement/Termination Account balance (including
         In-Service Accounts as aforementioned) in a single lump sum as soon as
         administratively practicable following the end of the month in which
         death occurred. The Valuation Date for purposes of determining the
         death distribution shall be the last day of the month in which the
         Participant's death occurs.

5.8      Hardship Distribution. In the event a Participant experiences an
         Unforeseeable Emergency, said Participant may request, in writing to
         the Plan Administrator, a distribution under the Plan to meet the
         financial burden caused by the Unforeseeable


                                       14


FIRST HORIZON
NONQUALIFIED DEFERRED COMPENSATION PLAN


         Emergency. An "Unforeseeable Emergency" is a severe financial hardship
         to the Participant resulting from a sudden and unexpected illness or
         accident of the Participant or of a dependent (as defined in Code
         section 152(a)) of the Participant, loss of the Participant's property
         due to casualty, or some other similar extraordinary and unforeseeable
         circumstance arising as a result of events beyond the control of the
         Participant. The circumstances that will constitute an unforeseeable
         emergency will depend upon the facts of each case, but, in any case,
         payment may not be made to the extent that such hardship is or may be
         relieved--(i) through reimbursement or compensation by insurance or
         otherwise; (ii) by liquidation of the Participant's assets, to the
         extent the liquidation of such assets would not itself cause severe
         financial hardship; or (iii) by cessation of deferrals under the Plan.
         Examples of what are not considered to be Unforeseeable Emergencies
         include the need to send a Participant's child to college or the desire
         to purchase a home. Distributions in the event of an Unforeseeable
         Emergency shall only be made in an amount calculated by the
         Participant, and approved by the Plan Administrator, to be necessary to
         reasonably satisfy the emergency need.

5.9      Voluntary Distribution. A Participant who is an active employee may
         request, in writing to the Plan Administrator, to have up to 100% of
         the Participant's Deferred Compensation Account distributed in a single
         lump sum to the Participant at any time and for any reason, subject to
         a penalty of 10% of the amount distributed. The penalty shall be
         forfeited to the Company. There is a minimum distribution request
         amount of $10,000. A requesting Participant's deferral elections shall
         be revoked for the balance of the Plan Year in which the voluntary
         distribution request is granted and deferrals shall not be permitted
         for the following Plan Year. The amount of the distribution shall be
         subtracted first from the vested portion of the Participant's
         Retirement/Termination Account until depleted and then from the
         In-Service Accounts (if any) beginning with the most distant. Values
         for purposes of administering this Section shall be determined on the
         date the Plan Administrator approves the amount of the distribution, or
         such other date determined by the Plan Administrator.

5.10     Court Order. In the event of a final, non-appealable valid order of a
         Court of competent jurisdiction in a domestic relations matter which
         requires a distribution of a Participant's Account or portion thereof ,
         the Plan Administrator may, in its sole discretion, treat such request
         as though it were a request for a Hardship withdrawal which satisfied
         the requirements of an unforeseen severe financial hardship and make a
         distribution to the Participant, or court ordered recipient as the case
         may be in the amount necessary to satisfy the Court order.

5.11     Pro-rata subtraction from Investment Options. In the event a
         distribution under this Article V (e.g. an installment payment,
         hardship or voluntary distribution, etc.) is less than the entire
         Account Balance and the Account is allocated over more than one
         Investment Option, the distribution shall be subtracted from each
         Investment Option in a pro-rata manner determined in the sole
         discretion of the Plan Administrator.


                                       15


FIRST HORIZON
NONQUALIFIED DEFERRED COMPENSATION PLAN


                                   ARTICLE VI
                                 ADMINISTRATION

6.1      Plan Administration. This Plan shall be administered by the Plan
         Administrator, which shall have sole discretionary authority to make,
         amend, interpret and enforce all appropriate rules and regulations for
         the administration of this Plan and to utilize its discretion to decide
         or resolve any and all questions, including but not limited to
         eligibility for benefits and interpretations of this Plan and its
         terms, as may arise in connection with the Plan. Claims for benefits
         shall be filed with the Plan Administrator and resolved in accordance
         with the claims procedures in Article IX.

6.2      Withholding. The Employer shall have the right to withhold from any
         payment made under the Plan (or any amount deferred into the Plan) any
         taxes required by law to be withheld in respect of such payment (or
         deferral).

6.3      Indemnification. The Company shall indemnify and hold harmless each
         employee, officer, director, agent or organization, to whom or to which
         is delegated duties, responsibilities, and authority with respect to
         administration of the Plan, against all claims, liabilities, fines and
         penalties, and all expenses reasonably incurred by or imposed upon him
         or it (including but not limited to reasonable attorney fees) which
         arise as a result of his or its actions or failure to act in connection
         with the operation and administration of the Plan to the extent
         lawfully allowable and to the extent that such claim, liability, fine,
         penalty, or expense is not paid for by liability insurance purchased or
         paid for by the Company. Notwithstanding the foregoing, the Company
         shall not indemnify any person or organization if his or its actions or
         failure to act are due to gross negligence or willful misconduct or for
         any such amount incurred through any settlement or compromise of any
         action unless the Company consents in writing to such settlement or
         compromise.

6.4      Expenses. The expenses of administering the Plan shall be paid by the
         Participating Employer(s).

6.5      Delegation of Authority. In the administration of this Plan, the Plan
         Administrator may, from time to time, employ agents and delegate to
         them such administrative duties as it sees fit, and may from time to
         time consult with legal counsel who may be legal counsel to the
         Company.

6.6      Binding Decisions or Actions. The decision or action of the Plan
         Administrator in respect of any question arising out of or in
         connection with the administration, interpretation and application of
         the Plan and the rules and regulations thereunder shall be final and
         conclusive and binding upon all persons having any interest in the
         Plan.


                                       16


FIRST HORIZON
NONQUALIFIED DEFERRED COMPENSATION PLAN


                                   ARTICLE VII
                         AMENDMENT AND PLAN TERMINATION

7.1      Amendment and Plan Termination. The Plan is intended to be permanent,
         but the Committee may at any time modify, amend, or terminate the Plan,
         provided that such modification, amendment or termination shall not
         cancel, reduce, or otherwise adversely affect the amount of benefits of
         any Participant accrued (and, except as provided in this Section 7.1
         any form of payment elected) as of the date of any such modification,
         amendment, or termination, without the consent of the Participant. The
         Committee shall be permitted, upon total Plan termination, to instruct
         the Plan Administrator to pay each Participant (without such
         Participant's consent) a lump sum in the amount of such Participant's
         Account Balance as of the date of such Plan termination.

7.2      Adverse Income Tax Determination. Notwithstanding anything to the
         contrary in the Plan, if any Participant receives a deficiency notice
         from the United States Internal Revenue Service asserting constructive
         receipt of amounts payable under the Plan, or if legislation is passed
         which causes current income taxation of deferred amounts, Company
         Discretionary Contributions, and/or the investment earnings attributed
         thereto due to any Participant distribution, right to such
         distribution, or other Plan provision, the Committee, in its sole
         discretion, may terminate the Plan or such Participant's participation
         in the Plan, and/or may declare null and void any Plan provision with
         respect to affected Participants. In addition, it is intended that this
         Plan comply with all provisions of the Code and regulations and rulings
         in effect from time to time regarding the permissible deferral of
         compensation and taxes thereon, and it is understood that this Plan
         does so comply. If the laws of the United States or of any relevant
         state are amended or construed in such a way as to make this Plan (or
         its intended deferral of compensation and taxes) in whole or in part
         void, then the Committee, in its sole discretion, may choose to
         terminate the Plan or it may (to the extent it deems practicable) give
         effect to the Plan in such a manner as it deems will best carry out the
         purposes and intentions of this Plan.

                                  ARTICLE VIII
                                INFORMAL FUNDING

8.1      General Assets. All benefits in respect of a Participant under this
         Plan shall be paid directly from the general funds of the Company, or
         a rabbi trust created by the Company for the purpose of informally
         funding the Plan, and other than such rabbi trust, if created, no
         special or separate fund shall be established and no other segregation
         of assets shall be made to assure payment. No Participant, spouse or
         Beneficiary shall have any right, title or interest whatever in or to
         any investments which the Company, or any of its subsidiaries or
         affiliated companies, may make to aid the Company in meeting its
         obligation hereunder, including any assets held by a rabbi trust.
         Nothing contained in this Plan, and no action taken pursuant to its
         provisions, shall create or be construed to create a trust of any
         kind, or a fiduciary relationship, between the Company or any if its
         subsidiaries or affiliated companies and


                                       17


FIRST HORIZON
NONQUALIFIED DEFERRED COMPENSATION PLAN


         any Employee, spouse, or Beneficiary. To the extent that any person
         acquires a right to receive payments from the Company hereunder, such
         rights are no greater than the right of an unsecured general creditor
         of the Company.

8.2      Rabbi Trust. The Company may, at its sole discretion, establish a
         grantor trust, commonly known as a rabbi trust, as a vehicle for
         accumulating the assets needed to pay the promised benefit, and the
         Company and/or the Employer may contribute from time to time to such
         rabbi trust, if established, but the Company shall be under no
         obligation to establish any such trust or any other informal funding
         vehicle.

                                   ARTICLE IX
                                     CLAIMS

9.1      Filing a Claim. Any controversy or claim arising out of or relating to
         the Plan shall be filed with the Plan Administrator which shall make
         all determinations concerning such claim. Any decision by the Plan
         Administrator denying such claim shall be in writing and shall be
         delivered to the Participant or Beneficiary filing the claim
         ("Claimant"). Such decision shall set forth the reasons for denial in
         plain language. Pertinent provisions of the Plan document shall be
         cited and, where appropriate, an explanation as to how the Claimant can
         perfect the claim will be provided, including a description of any
         additional material or information necessary to complete the claim, and
         an explanation of why such material or information is necessary. The
         claim denial also shall include an explanation of the claims review
         procedures and the time limits applicable to such procedures, including
         a statement of the Claimant's right to bring a civil action under
         Section 502(a) of ERISA following an adverse decision on review. This
         notice of denial of benefits will be provided within 90 days of the
         Plan Administrator's receipt of the Claimant's claim for benefits. If
         the Plan Administrator fails to notify the Claimant of its decision
         regarding the Claimant's claim, the claim shall be considered denied,
         and the Claimant shall then be permitted to proceed with an appeal as
         provided in this Article. If the Plan Administrator determines that it
         needs additional time to review the claim, the Plan Administrator will
         provide the Claimant with a notice of the extension before the end of
         the initial 90-day period. The extension will not be more than 90 days
         from the end of the initial 90-day period and the notice of extension
         will explain the special circumstances that require the extension and
         the date by which the Plan Administrator expects to make a decision.

9.3      Appeal. A Claimant who has been completely or partially denied a
         benefit shall be entitled to appeal this denial of his claim by filing
         a written appeal with the Plan Administrator no later than sixty (60)
         days after: (a) receipt of the written notification of such claim
         denial, or (b) the lapse of ninety (90) days without an announced
         decision notice of extension. A Claimant who timely requests a review
         of his or her denied claim (or his or her authorized representative)
         may review, upon request and free of charge, copies of all documents,
         records and other information relevant to the denial and may submit
         written comments, documents, records and other information relevant to
         the claim to the Plan Administrator. The Plan Administrator may, in its
         sole discretion and if it


                                       18


FIRST HORIZON
NONQUALIFIED DEFERRED COMPENSATION PLAN


         deems appropriate or necessary, decide to hold a hearing with respect
         to the claim appeal. Following its review of any additional information
         submitted by the Claimant, the Plan Administrator shall render a
         decision on its review of the denied claim in the following manner:

         (a)      The Plan Administrator shall make its decision regarding the
                  merits of the denied claim within 60 days following His
                  receipt of the appeal (or within 120 days after such receipt,
                  in a case where there are special circumstances requiring
                  extension of time for reviewing the appealed claim). It shall
                  deliver the decision to the Claimant in writing. If an
                  extension of time for reviewing the appeal is required because
                  of special circumstances, written notice of the extension
                  shall be furnished to the Claimant prior to the commencement
                  of the extension. The notice will indicate the special
                  circumstances requiring the extension of time and the date by
                  which the Plan Administrator expects to render the
                  determination on review.

         (b)      The review will take into account comments, documents, records
                  and other information submitted by the Claimant relating to
                  the claim without regard to whether such information was
                  submitted or considered in the initial benefit determination.

         (c)      The decision on review shall set forth a specific reason for
                  the decision, and shall cite specific references to the
                  pertinent Plan provisions on which the decision is based.

         (d)      The decision on review will include a statement that the
                  Claimant is entitled to receive, upon request and free of
                  charge, reasonable access to and copies of all documents,
                  records, or other information relevant to the Claimant's claim
                  for benefits.

         (e)      The decision on review will include a statement describing any
                  voluntary appeal procedures offered by the plan and a
                  statement of the Claimant's right to bring an action under
                  Section 502(a) of ERISA.

         (f)      A Claimant may not bring any legal action relating to a claim
                  for benefits under the Plan unless and until the Claimant has
                  followed the claims procedures under the Plan and exhausted
                  his or her administrative remedies under such claims
                  procedures.

                                    ARTICLE X
                               GENERAL CONDITIONS

10.1     Anti-assignment Rule. No interest of any Participant, spouse or
         Beneficiary under this Plan and no benefit payable hereunder shall be
         assigned as security for a loan, and any


                                       19


FIRST HORIZON
NONQUALIFIED DEFERRED COMPENSATION PLAN


         such purported assignment shall be null, void and of no effect, nor
         shall any such interest or any such benefit be subject in any manner,
         either voluntarily or involuntarily, to anticipation, sale, transfer,
         assignment or encumbrance by or through any Participant, spouse or
         Beneficiary.

10.2     No Legal or Equitable Rights or Interest. No Participant or other
         person shall have any legal or equitable rights or interest in this
         Plan that are not expressly granted in this Plan. Participation in this
         Plan does not give any person any right to be retained in the service
         of the Company or any of its subsidiaries or affiliated companies. The
         right and power of the Company (or any of its subsidiaries or
         affiliated companies that is the Employee's employer) to dismiss or
         discharge an Employee is expressly reserved.

10.3     No Employment Contract. Nothing contained herein shall be construed to
         constitute a contract of employment between an Employee and the
         Employer or any of its subsidiaries or affiliated companies.

10.4     Headings. The headings of Sections are included solely for convenience
         of reference, and if there is any conflict between such headings and
         the text of this Plan, the text shall control.

10.5     Invalid or Unenforceable Provisions. If any provision of this Plan
         shall be held invalid or unenforceable, such invalidity or
         unenforceability shall not affect any other provisions hereof and the
         Plan Administrator may elect in its sole discretion to construe such
         invalid or unenforceable provisions in a manner that conforms to
         applicable law or as if such provisions, to the extent invalid or
         unenforceable, had not been included.

10.6     Governing Law. To the extent not preempted by ERISA, the laws of the
         State of Tennessee shall govern the construction and administration of
         the Plan.

SIGNATURES ON NEXT PAGE


                                       20


FIRST HORIZON
NONQUALIFIED DEFERRED COMPENSATION PLAN


IN WITNESS WHEREOF, the Company and Participating Employer(s) have caused this
Plan to be adopted, effective as of July 1, 2003.

                                             FIRST TENNESSEE NATIONAL
                                             CORPORATION ("COMPANY")




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




                                             Its:
                                                 --------------------------

                                             FIRST HORIZON HOME LOAN
                                             CORPORATION ("PARTICIPATING
                                             EMPLOYER")




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




                                             Its:
                                                 --------------------------


                                       21

EX-5

                                                                       EXHIBIT 5


                                 June 11, 2003


Board of Directors
First Tennessee National Corporation
165 Madison Avenue
Memphis, TN 38103

Lady and Gentlemen:

         I have acted as counsel to First Tennessee National Corporation, a
Tennessee corporation (the "Company"), in connection with the registration on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), of deferred compensation obligations of the Company ( the
"Obligations") to be offered and sold pursuant to the terms of the First Horizon
Nonqualified Deferred Compensation Plan (the "Plan"). I have examined the
originals or copies, certified or otherwise identified to my satisfaction, of
such corporate records, certificates and other documents, and such questions of
law, as I have considered necessary or appropriate for the purposes of this
opinion.

         Upon the basis of such examination and subject to the limitations
contained herein, it is my opinion that the Plan has been duly adopted by the
Company and that the Obligations, when issued in accordance with the terms of
and subject to the conditions of the Plan, will be duly authorized and validly
issued and will constitute the valid and legally binding obligations of the
Company, enforceable against the Company in accordance with their terms and the
terms of the Plan, except as enforcement may be limited by (i) applicable
bankruptcy, insolvency (including, without limitation, all laws relating to
fraudulent transfers), moratorium, reorganization or other similar laws
affecting creditors' rights generally or (ii) general principles of equity,
regardless of whether such enforceability is considered in a proceeding in
equity or at law.

         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.



         In rendering the foregoing opinion, I have relied as to certain
matters, to the extent I deem such reliance appropriate, 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 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,

                                    /s/ Clyde A. Billings, Jr.

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

EX-23.(A)

                                                                   EXHIBIT 23(a)

                          INDEPENDENT AUDITORS' CONSENT

The Board of Directors
First Tennessee National Corporation:

We consent to the incorporation by reference in the registration statement on
Form S-8 pertaining to the First Horizon Home Loan Corporation Nonqualified
Deferred Compensation Plan of our report dated February 21, 2003, with respect
to the consolidated statement of condition of First Tennessee National
Corporation (the Company) as of December 31, 2002 and the related consolidated
statements of income, shareholders' equity and cash flows for the year then
ended, which report is incorporated by reference in the Company's 2002 Annual
Report on Form 10-K, and to all references to our firm included therein.

Our report refers to our audit of the adjustments that were applied for the
restatements of the 2001 and 2000 consolidated financial statements, as more
fully described in Notes 1 and 22 to the consolidated financial statements, and
the revision described in Note 7 to the consolidated financial statements.
However, we were not engaged to audit, review, or apply any procedures to the
2001 and 2000 consolidated financial statements other than with respect to such
adjustments.




KPMG LLP


June 11, 2003

EX-24

                                                                      EXHIBIT 24


                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint JAMES F. KEEN, CLYDE A.
BILLINGS, JR., and MILTON A. GUTELIUS, JR., jointly and each of them severally,
his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to execute and sign the Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission,
pursuant to the provisions of the Securities Act of 1933, by First Tennessee
National Corporation ("Corporation") relating to the issuance of $30,000,000
Deferred Compensation Obligations of the Corporation pursuant to the First
Horizon Nonqualified Deferred Compensation Plan ("Plan") and, further, to
execute and sign any and all pre-effective and post-effective amendments thereto
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, or their or his or her
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all the acts that said attorneys-in-fact
and agents, or any of them, or their or his or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.




        Signature                                       Title                                   Date

                                                                                    
Ralph Horn                                  Chairman of the Board and
- ----------------------------                a Director                                     June 11, 2003
Ralph Horn

J. Kenneth Glass                            President, Chief Executive
- ----------------------------                Officer and a Director (principal
J. Kenneth Glass                            executive officer)                             June 11, 2003

James F. Keen                               Executive Vice President, Chief
- ----------------------------                Financial Officer and Corporate
James F. Keen                               Controller (principal financial officer
                                            and principal accounting officer)              June 11, 2003

Robert C. Blattberg                         Director                                       June 11, 2003
- ----------------------------
Robert C. Blattberg

George E. Cates                             Director                                       June 11, 2003
- ----------------------------
George E. Cates

James A. Haslam, III                        Director                                       June 11, 2003
- ----------------------------
James A. Haslam, III



                                   Page 1 of 2

                                                                                    
R. Brad Martin                              Director                                           June 11, 2003
- ----------------------------
R. Brad Martin

Vicki R. Palmer                             Director                                           June 11, 2003
- ----------------------------
Vicki R. Palmer

Michael D. Rose                             Director                                           June 11, 2003
- ----------------------------
Michael D. Rose

William B. Sansom                           Director                                           June 11, 2003
- ----------------------------
William B. Sansom

Jonathan P. Ward                            Director                                            May 13, 2003
- ----------------------------
Jonathan P. Ward

Luke Yancy III                              Director                                            May 13, 2003
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Luke Yancy III




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