8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) - February 18, 2005

FIRST HORIZON NATIONAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

TENNESSEE	001-15185	62-0803242
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[__]Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[__]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[__]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[__]Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.03.CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

(a) On February 18, 2005, the registrant and its subsidiary First Tennessee Bank National Association (the “Bank”) entered into a $5 billion bank note program (the “Note Program”) with Goldman Sachs & Co., FTN Financial Securities Corp., and Credit Suisse First Boston (the “Agents”) and JPMorgan Chase Bank, National Association, as fiscal and paying agent and interest calculation agent. The primary legal contracts which govern the Note Program are filed as exhibits to this Current Report.

The Note Program provides the Bank with a facility under which it may continuously issue and offer short and medium term unsecured notes having maturities of 30 days or more. The Note Program allows the Bank to have up to $5 billion in principal amount of notes outstanding under the Program at any one time; however, under the Note Program, the Bank may not issue in the aggregate more than $5 billion in principal amount of notes having terms in excess of 270 days. The Note Program replaces an existing $3 billion program under which the Bank had nearly exhausted its ability to issue and sell longer-term notes. The old program has been terminated in connection with the establishment of the new Note Program. That termination does not affect any previously-issued notes outstanding under the old program.

Net proceeds from the notes are expected to be used by the Bank for general corporate purposes in the ordinary course of its business.

The Note Program does not commit the Bank to issue any particular amount of notes with any particular terms. The registrant intends for the Note Program to provide the Bank with substantial flexibility in structuring various types of notes that may be issued and sold under the Program from time to time. Notes are to be issued in $250,000 minimum denominations to accredited institutional investors. Notes may bear interest at fixed or floating rates, or may pay no interest at all. Floating rate notes may pay interest based on any of several specified indices plus or minus a spread and/or multiplied by a spread multiplier. Notes may be issued at a discount from their redemption amounts. Notes may be denominated in currencies other than U.S. dollars. Notes may provide for payments of principal, interest, or premium to be indexed by reference to the price of specified commodities or securities or currencies. Notes may provide for early redemption at the election of the Bank or the holder, or may provide the holder with the right to extend the maturity.

Notes may be issued singly or in series. The Note Program restricts the Bank’s right to offer notes through other agents, but (among other exceptions) Bank has reserved certain rights to offer notes without the assistance of the Agents and to offer notes through other agents on a non-continuous, firmly-underwritten basis. Commissions to be paid to the Agents may be negotiated for each notes issuance and are expected to vary with the maturity of the notes involved, among other things. A note or note series may, but need not be, subject to a separately negotiated “Terms Agreement.”

ITEM 9.01.    Financial Statements and Exhibits

(c) Exhibits

The following exhibits are filed pursuant to Item 601(b) of Regulation S-K.

Exhibit # Description

4(c)Three principal agreements related to a note program for First Tennessee Bank National Association (the “Bank”): (i) form of Distribution Agreement dated February 18, 2005 among the registrant, the Bank, and the agents therein named; (ii) form of Fiscal and Paying Agency Agreement dated as of February 18, 2005 between the Bank and JPMorgan Chase Bank, National Association; and (iii) form of Interest Calculation Agreement dated as of February 18, 2005 between the Bank and JPMorgan Chase Bank, National Association.

SIGNATURES

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

	FIRST HORIZON NATIONAL CORPORATION
	By: __/s/ Marlin L. Mosby III______________________
Date: February 24, 2005	Name: Marlin L. Mosby III
	Title: Executive Vice President and Chief Financial Officer

Exhibit Index

The following exhibits are filed pursuant to Item 601(b) of Regulation S-K.

Exhibit # Description

4(c)Three principal agreements related to a note program for First Tennessee Bank National Association (the “Bank”): (i) form of Distribution Agreement dated February 18, 2005 among the registrant, the Bank, and the agents therein named; (ii) form of Fiscal and Paying Agency Agreement dated as of February 18, 2005 between the Bank and JPMorgan Chase Bank, National Association; and (iii) form of Interest Calculation Agreement dated as of February 18, 2005 between the Bank and JPMorgan Chase Bank, National Association.

EX-4

First Tennessee Bank National Association

$5,000,000,000

Bank Notes

Due 30 Days or More from Date of Issue

Distribution Agreement

February 18, 2005

Goldman, Sachs & Co.

85 Broad Street
New York, New York 10004

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

Credit Suisse First Boston LLC

Eleven Madison Avenue
New York, New York 10010

Ladies and Gentlemen:

First Tennessee Bank National Association, a national banking association (the “Bank”), and First Horizon National Corporation, a Tennessee corporation (the “Holding Company”), confirm their agreement with each of you (individually an “Agent” and collectively, the “Agents”) on the terms set forth in this agreement with respect to the issuance and sale by the Bank of its bank notes (the “Securities”) in an aggregate principal amount outstanding at any one time of up to $5,000,000,000; provided that the aggregate principal amount of Securities with maturities greater than 270 days that may be issued pursuant hereto cannot exceed $5,000,000,000.

Subject to the terms and conditions stated herein and to the reservation by the Bank of the right to sell Securities directly onits own behalf, the Bank hereby (i) appoints each Agent as an agent of the Bank for the purpose of soliciting and receiving offers to purchase Securities from the Bank pursuant to Section 3(a) hereof and (ii) agrees that, except as otherwise contemplated herein, whenever it determines to sell Securities directly to any Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”), substantially in the form of Annex I hereto, relating to such sale in accordance with Section 3(b) hereof.This Distribution Agreement shall not be construed to create either an obligation on the part of the Bank to sell any Securities or an obligation of any of the Agents to purchase Securities as principal.

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The Securities will be issued under a fiscal and paying agency agreement, dated as of February 18, 2005 (the “Fiscal and Paying Agency Agreement”), between the Bank and JPMorgan Chase Bank, National Association, as Fiscal and Paying Agent (in such capacity, the “Fiscal and Paying Agent”).The Securities shall have the maturity ranges, interest rates, if any, redemption provisions and other terms set forth in the Offering Circular referred to below as it may be amended or supplemented from time to time.The Securities will be issued, and the terms and rights thereof established, from time to time by the Bank in accordance with the Fiscal and Paying Agency Agreement.

1.(a)The Bank represents and warrants to, and agrees with, each Agent that:

(i)An offering circular, dated February 18, 2005 (the “Offering Circular”), which incorporates by reference the Annual Report of the Holding Company on Form 10-K for the fiscal year ended December 31, 2003, its Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and September 30, 2004, its Current Reports on Form 8-K filed on March 22, 2004, March 30, 2004, April 21, 2004, July 20, 2004, January 3, 2005 and January 21, 2005, as well as the publicly available portions of the Bank’s quarterly reports regarding its financial condition and operations on Federal Financial Institutions Examination Council Form 041 (“Call Reports”) for periods in the years 2001, 2002 and 2003 and the first three periods of 2004, has been prepared in connection wi th the offering of the Securities; any reference to the Offering Circular shall be deemed to refer to and include (x) the Holding Company’s most recent Annual Report on Form 10-K and all subsequent documents filed with the United States Securities and Exchange Commission (the “Commission”) pursuant to Section 13(a), 13(c) or 15(d) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), on or prior to the date of the Offering Circular; provided, however, such subsequently filed documents shall not include any Current Reports on Form 8-K, or portions of such reports, that are deemed to be furnished to, rather than filed with, the Commission; and (y) the Bank’s Call Reports for the periods referred to above and all Call Reports subsequently filed with the Federal Deposit Insurance Corporation (the “FDIC”) on behalf of the Office of the Comptroller of the Currency (the “OCC”) on or prior to the date of the Offering Cir cular; any reference to the Offering Circular as amended or supplemented as of any specified date shall be deemed to include (x) any documents filed pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act after the date of the Offering Circular and prior to such date; provided, however, such subsequently filed documents shall not include any Current Reports on Form 8-K, or portions of such reports, that are deemed to be furnished to, rather than filed with, the Commission; and (y) any Call Reports documents filed with the FDIC on behalf of the OCC after the date of the Offering Circular and prior to such date; all documents filed with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act and so deemed to be included in the Offering Circular or any amendment or supplement thereto are hereinafter called the “Exchange Act Reports”; all Call Reports filed with the FDIC and so deemed to be included in the Offering Circular or any amendment or supplement thereto are hereinafter called the “Incorporated Call Reports”; the Exchange Act Reports, when they were or are filed with the Commission, conformed or will conform in all material respects to the applicable requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder;and the Offering Circular and any

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amendments or supplements thereto and the Exchange Act Reports did not and will not, as of their respective dates, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by an Agent through you expressly for use therein.The Offering Circular complies with the requirements of Section 16.6 of the Securities Offering Disclosure Rules of the OCC set forth at Part 16 of Title 12 of the Code of Federal Regulations (the “Disclosure Rules”);

(ii)In the case of Incorporated Call Reports, such Call Reports (u) conformed or will conform to the applicable requirements of the Federal Financial Institutions Examinations Council (the “FFIEC”), (v) were prepared, in all material respects, on a consistent basis for the periods involved except as otherwise disclosed in the Offering Circular, (w) present fairly the information required to be stated therein, (x) present fairly the consolidated financial position of the Bank and its subsidiaries as of the dates indicated and the consolidated results of operations and cash flows of the Bank and its subsidiaries for the periods specified, (y) were prepared, as specified in the Offering Circular, in accordance with regulatory accounting principles, based on instructions issued by the FDIC and FFIEC, in each case applied on a consistent basis throughout the periods involved except as otherwise disclosed in the Offering Circular and (z) when read together with the other information in the Offering Circular, on the date hereof, do not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.The selected consolidated financial information of the Bank included in the Offering Circular present fairly the information shown therein and have been compiled on a basis consistent with that of the financial statements of the Bank included in such Incorporated Call Reports;

(iii)None of the Holding Company, the Bank or any of their respective Significant Subsidiaries (as such term is defined in Rule 1-02(w) of Regulation S-X promulgated under the Securities Act of 1933, as amended (the “1933 Act”)), has sustained since the date of the latest audited financial statements included in the Offering Circular any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Offering Circular; and, since the respective dates as of which information is given in the Offering Circular, except as otherwise stated therein, (x) there has not been any change in the capital stock (ot her than changes resulting from (A) any publicly disclosed stock repurchase programs, stock splits or stock dividends, (B) issuances pursuant to the Holding Company’s dividend reinvestment and stock purchase plans, (C) issuances during a quarter of not more than 1% of the outstanding shares of the Holding Company in connection with an acquisition, and the repurchase of such shares or (D) any stock option exercises or grants under any employee or director stock or benefit plan) or any material change in long-term debt of the Holding Company, the Bank or any of their Significant Subsidiaries, or (y) (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects

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of the Bank and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Bank Material Adverse Effect”), (B) there have been no transactions entered into by the Bank or any of its subsidiaries, other than those arising in the ordinary course of business, which are material with respect to the Bank and its subsidiaries considered as one enterprise and (C) except for regular dividends on the Bank’s common stock, in amounts per share that are consistent with past practice or the applicable charter document or supplement thereto, respectively, there has been no dividend or distribution of any kind declared, paid or made by the Bank on any class of its capital stock;

(iv)The Bank is a duly organized and validly existing national banking association under the laws of the United States, has full power and authority to conduct its business as such and has the authority to own, lease and operate its properties and to conduct its business as described in the Offering Circular and to enter into and perform its obligations under, or as contemplated under, this Agreement and any Terms Agreement;

(v)Each Significant Subsidiary of the Bank has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Circular and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not reasonably be expected to result in a Bank Material Adverse Effect.Except as otherwise stated in the Offering Circular, all of the issued and outstanding capital stock of each Significant Subsidiary of the Bank has been duly authorized and is validly issued, fully paid and non-assessable and is owned by the Bank, or the Bank and the Holding Company, as the case may be, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity.None of the outstanding shares of capital stock of any Significant Subsidiary of the Bank was issued in violation of preemptive or other similar rights of any securityholder of such Significant Subsidiary.The Bank has no subsidiaries that are depository institutions with deposits insured under the provisions of the Federal Deposit Insurance Act, as amended (the “FDI Act”);

(vi)The issued and outstanding shares of capital stock of the Bank have been duly authorized and validly issued by the Bank and are fully paid and non-assessable (except to the extent provided in 12 U.S.C. §55, as amended, and except for subsequent issuances thereof, if any, pursuant to reservations or agreements referred to in the Offering Circular), are owned by the Holding Company (except for issuances of preferred stock, if any, referred to in the Offering Circular), directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of such shares of capital stock was issued in violation of preemptive or other similar rights of any securityholder of the Bank;

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(vii)This Agreement has been duly authorized, executed and delivered by the Bank;

(viii)The Securities have been duly authorized and, when executed, issued and delivered pursuant to this Agreement and authenticated pursuant to the Fiscal and Paying Agency Agreement, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Bank enforceable in accordance with their terms and entitled to the benefits provided by the Fiscal and Paying Agency Agreement under which they are issued, except as enforcement thereof may be limited by the receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as by insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally or of credito rs of depositary institutions the accounts of which are insured by the FDIC and except as enforcement thereof is subject to general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and the availability of equitable remedies; each of the Fiscal and Paying Agency Agreement and the Interest Calculation Agreement, dated as of February 18, 2005 (the “Interest Calculation Agreement”), between the Bank and JPMorgan Chase Bank, National Association, as calculation agent (in such capacity, the “Interest Calculation Agent”), has been duly authorized and, when executed and delivered by the Bank and the Fiscal and Paying Agent, in the case of the Fiscal and Paying Agency Agreement, and the Bank and the Interest Calculation Agent, in the case of the Interest Calculation Agreement, will constitute a valid and legally binding instrument, enforceable in accordance with its terms, except as enforcement thereof may be limited by the receivershi p, conservatorship and supervisory powers of bank regulatory agencies generally as well as by insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally or of creditors of depositary institutions the accounts of which are insured by the FDIC and except as enforcement thereof is subject to general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and the availability of equitable remedies; and the Securities and the Fiscal and Paying Agency Agreement will conform to the descriptions thereof in the Offering Circular and will be in substantially the form previously delivered to you;

(ix)Neither the Bank nor any of its Significant Subsidiaries is in violation of its articles of association or by-laws (or equivalent document); neither the Bank nor any of its subsidiaries is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Bank or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the assets, properties or operations of the Bank or any of its subsidiaries is subject (collectively, “Bank Agreements and Instruments”), except for such defaults that would not reasonably be expected to result in a Bank Material Adverse Effect.The execution, delivery and performance of this Agreement, any Terms Agreement, the Fiscal and Paying Agency Agreement, the Interest Calculation Agreement, and any other agreement or instrument entered into or issued or to be entered into or issued by the Bank

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in connection with the transactions contemplated hereby or thereby or in the Offering Circular and the consummation of the transactions contemplated herein and in the Offering Circular (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described under the caption “Use of Proceeds”) and compliance by the Bank with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Bank Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Bank or any of its subsidiaries pursuant to, any Bank Agreements and Instruments, except for such conflicts, breaches, defaults or Bank Repayment Events tha t would not reasonably be expected to result in a Bank Material Adverse Effect, nor will such action result in any violation of the provisions of the articles of association or by-laws (or equivalent documents) of the Bank or any of its subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Bank or any of its subsidiaries or any of their assets, properties or operations, except for such violations as would not reasonably be expected to result in a Bank Material Adverse Effect.As used herein, a “Bank Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Bank or any of its subsidiari es;

(x)Other than as set forth in the Offering Circular, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or to the knowledge of the Bank threatened, against or affecting the Bank or any of its subsidiaries that might reasonably be expected to result in a Bank Material Adverse Effect, or that might reasonably be expected to materially and adversely affect the assets, properties or operations thereof or the consummation of the transactions contemplated under the Offering Circular, this Agreement, any Terms Agreement, the Fiscal and Paying Agency Agreement, the Interest Calculation Agreement or the Securities or the performance by the Bank of its obligations hereunder and thereunder.The Bank and each of its subsidiaries is in compliance in all material respects with all laws administered by and regulations applicable to it of the Board of Governors of the Federal Reserve System, the FDIC and the OCC (collectively, the “Banking Regulators”) and of any other federal or state agency or authority with jurisdiction over it except where failure to so comply would not reasonably be expected to result in a Bank Material Adverse Effect.Neither the Bank nor any of its subsidiaries is a party to or otherwise subject to any consent decree, memorandum of understanding, written commitment or other supervisory agreement with any Banking Regulator or any other federal or state agency or authority, nor have the Bank or any of its subsidiaries been advised by any Banking Regulator or any other federal or state agency or authority that it is contemplating issuing or requesting any of the foregoing except where bein g a party to or subject to such consent decree, memorandum of understanding, written commitment or other supervisory agreement that would not reasonably be expected to result in a Bank Material Adverse Effect;

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(xi)No authorization, approval, consent, license, order, registration or qualification of or filing with any government, governmental instrumentality or court, domestic or foreign (including, without limitation, the Banking Regulators), is required for the valid authorization, issuance, sale and delivery of the Securities or the execution, delivery or performance of this Agreement, any Terms Agreement, the Fiscal and Paying Agency Agreement, the Interest Calculation Agreement or the consummation by the Bank of the transactions contemplated in the Offering Circular, except (x) for the filing, no later than the fifth business day after it is first used, of the Offering Circular (including any amendments or supplements thereto) with the OCC pursuant to Section 16.6(a)(6) of the Disclosure Rules and (y) for cons ents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Agents;

(xii)The statements set forth in the Offering Circular under the caption “Description of the Notes,” insofar as they purport to constitute a summary of the terms of the Securities, and under the captions “Supervision, Regulation and Other Matters,” “Certain United States Federal Income Tax Consequences” and “Plan of Distribution”, insofar as they purport to describe the provisions of the laws, regulations and documents referred to therein, are accurate and complete;

(xiii)The obligations of the Bank under the Securities will rank pari passu with all other unsecured and unsubordinated obligations of the Bank, except obligations, including deposit obligations, that are subject to any statutory priorities or preferences;

(xiv)The Bank is not, and after giving effect to the offering and sale of the Securities, will not be, an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the United States Investment Company Act of 1940, as amended (the “Investment Company Act”);

(xv)The Securities are exempt securities under Section 3(a)(2) of the 1933 Act, and neither registration of the Securities under the 1933 Act nor qualification of an indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), is required in connection with the offer, sale, issuance or delivery of the Securities as contemplated by this Agreement;

(xvi)The Securities have been rated by at least one “nationally recognized statistical rating agency” (as that term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act), and such agency, and each of the other nationally recognized statistical rating organizations that have rated the Securities, did rate the Securities in one of its four highest rating categories; and

(xvii)The Bank is an insured bank under the provisions of the FDI Act, and no proceedings for the termination of such insurance are pending or threatened.

(b)Any certificate signed by any officer of the Bank and delivered to the Agents or to counsel for the Agents in connection with an offering of Securities, or the sale of Securities to an Agent as principal, contemplated by this Agreement shall be deemed a

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representation and warranty by the Bank to the Agents as to the matters covered thereby on the date of such certificate and at the Solicitation Time or Time of Delivery (each as defined herein), as the case may be.

2.(a)The Holding Company represents and warrants to, and agrees with, each Agent that:

(i)The Holding Company has authorized the Bank to incorporate by reference in the Offering Circular the Exchange Act Reports; the Exchange Act Reports, when they were or are filed with the Commission, conformed or will conform in all material respects to the applicable requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder; and the Offering Circular and any amendments or supplements thereto, as it pertains to the Holding Company, and the Exchange Act Reports did not and will not, as of their respective dates, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, how ever, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by an Agent through you expressly for use therein;

(ii)Since the respective dates as of which information is given in the Offering Circular, except as otherwise stated therein, (x) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Holding Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Holding Company Material Adverse Effect”), (y) there have been no transactions entered into by the Holding Company or any of its subsidiaries, other than those arising in the ordinary course of business, which are material with respect to the Holding Company and its subsidiaries considered as one enterprise and (z) except for regular dividends on the Holding Company’s common stock or preferred stock, in amounts per share that are consistent with past practice or the applicable charter document or supplement thereto, respectively, there has been no dividend or distribution of any kind declared, paid or made by the Holding Company on any class of its capital stock;

(iii)The Holding Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Tennessee and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Circular and to enter into and perform its obligations under, or as contemplated under, this Agreement.The Holding Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not reasonably be expected to result in a Holding Company Material Adverse Effect, or would not have an adverse effect on the consummation of the transactions contemplated in this Agreement or the performance by the Holding Company of its obligations hereunder; each Significant Subsidiary of the Holding Company, if any, other than the Bank, has been duly organized and is validly existing as

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a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Circular and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not reasonably be expected to result in a Holding Company Material Adverse Effect.The Bank has been duly organized and is validly existing as a national banking association under the laws of the United States;

(iv)The accountants who (x) audited the financial statements and any supporting schedules thereto as of and for the period ended December 31, 2001 incorporated by reference into the Offering Circular were, at the time that the Holding Company’s Annual Report on Form 10-K for the year ended December 31, 2001 was filed with the Commission, independent public accountants with respect to the Holding Company as required by the 1933 Act and the regulations of the Commission promulgated thereunder (the “1933 Act Regulations”) and (y) audited the financial statements and any supporting schedules thereto incorporated by reference into the Offering Circular (including the accountants who audited the financial statements and any supporting schedules thereto as of and for the periods ended December 31, 20 03 and 2002) are (or were, in the case of clause (x)) (A) independent public accountants with respect to the Holding Company as required by the 1933 Act and the 1933 Act Regulations and, in the case of clause (y), are (B) a registered public accounting firm as defined by the Public Company Accounting Oversight Board whose registration has not been suspended or revoked and who has not requested such registration to be withdrawn;

(v)Neither the Holding Company nor any of its Significant Subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Holding Company or any of its Significant Subsidiaries is a party or by which it or any of them may be bound, or to which any of the assets, properties or operations of the Holding Company or any of its Significant Subsidiaries is subject (collectively, “Holding Company Agreements and Instruments”), except for such defaults that would not reasonably be expected to result in a Holding Company Material Adverse Effect.This Agreement has been duly authorized, executed and delivered by the Holding Company.The execution, delivery and performance of this Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Holding Company in connection with the transactions contemplated hereby or thereby or in the Offering Circular and the consummation of the transactions contemplated herein and in the Offering Circular (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described under the caption “Use of Proceeds”) and compliance by the Holding Company with its obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Ho lding Company Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or

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encumbrance upon any assets, properties or operations of the Holding Company or any of its Significant Subsidiaries pursuant to, any Holding Company Agreements and Instruments, except for such conflicts, breaches, defaults or Holding Company Repayment Events that would not reasonably be expected to result in a Holding Company Material Adverse Effect, nor will such action result in any violation of the provisions of the charter or by-laws of the Holding Company or any of its Significant Subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Holding Company or any of its Significant Subsidiaries or any of their assets, properties or operations, except for such violations that would not reasonably be expected to result in a Holding Company Material Adverse Effect.As use d herein, a “Holding Company Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Holding Company or any of its Significant Subsidiaries;

(vi)Other than as may be set forth in the Offering Circular, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or to the knowledge of the Holding Company threatened, against or affecting the Holding Company or any of its subsidiaries that is required to be disclosed in the Offering Circular (other than as stated therein), or that might reasonably be expected to result in a Holding Company Material Adverse Effect, or that might reasonably be expected to materially and adversely affect the assets, properties or operations thereof or the consummation of the transactions contemplated under the Offering Circular, this Agreement, any Terms Agreement or the performance by the Holding Company of its obligati ons hereunder and thereunder.The Holding Company and each of its subsidiaries is in compliance in all material respects with all laws administered by and regulations applicable to it of the Banking Regulators and of any other federal or state agency or authority with jurisdiction over it except where failure to so comply would not reasonably be expected to result in a HoldingCompany Material Adverse Effect.Neither the Holding Company nor any of its subsidiaries is a party to or otherwise subject to any consent decree, memorandum of understanding, written commitment or other supervisory agreement with any Banking Regulator or any other federal or state agency or authority, nor have the Holding Company or any of its subsidiaries been advised by any Banking Regulator or any other federal or state agency or authority that it is contemplating issuing or requesting any of the fo regoing except where being a party to or subject to such consent decree, memorandum of understanding, written commitment or other supervisory agreement would not reasonably be expected to result in a Holding Company Material Adverse Effect;

(vii)The Holding Company is a bank holding company registered under the Bank Holding Company Act of 1956, as amended; and the Holding Company is in substantial compliance with, and conducts its businesses in substantial conformity with, all applicable laws and governmental regulations governing bank holding companies, except for failures to so comply or be in conformity with that would not reasonably be expected to result in a Holding Company Material Adverse Effect;

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(viii)(x) The Holding Company has established and maintains disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) that (A) are designed to ensure that material information relating to the Holding Company, including its consolidated subsidiaries, is made known to the Holding Company’s Chief Executive Officer and its Chief Financial Officer by others within those entities, particularly during the periods in which the filings made by the Holding Company with the Commission which it may make under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act are being prepared, (B) have been evaluated for effectiveness as of the end of the Holding Company’s most recent fiscal quarter and (C) are effective to perform the functions for which they were establi shed.

(y) Not later than the date of the filing with the Commission of the Holding Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, each of the accountants and the Audit Committee of the Board of Directors of the Holding Company had been advised of (A) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Holding Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Holding Company’s internal controls over financial reporting.

(b)Any certificate signed by any officer of the Holding Company and delivered to the Agents or to counsel for the Agents in connection with an offering of Securities, or the sale of Securities to an Agent as principal, contemplated by this Agreement shall be deemed a representation and warranty by the Holding Company to the Agents as to the matters covered thereby on the date of such certificate and at the Solicitation Time or Time of Delivery, as the case may be.

3.(a)On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, each of the Agents hereby severally and not jointly agrees, as an agent of the Bank, to use its reasonable efforts to solicit and receive offers to purchase the Securities from the Bank upon the terms and conditions set forth in the Offering Circular as amended or supplemented from time to time.So long as this Agreement shall remain in effect with respect to any Agent, except as provided below, the Bank shall not, without the consent of such Agent, solicit or accept offers to purchase, or sell, any debt securities (other than deposit obligations) with a maturity at the time of original issuance of 30 days or more except pursuant to this Agreement, any Terms Agreement or except in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous offering of medium-term debt securities.However, the Bank reserves the right to sell, and may solicit and accept offers to purchase, Securities directly on its own behalf and, in the case of any such sale not resulting from a solicitation made by any Agent, no commission will be payable to any Agent with respect to such sale.It is understood that if from time to time the Bank is approached by a prospective agent offering to solicit a specific purchase of Securities, the Bank may also engage such agent with respect to such specific purchase; provided that the Agents are given notice of such purch ase promptly, including the terms thereof, in

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each case after the purchase is agreed; provided further, however, that such agent shall make in writing the representations and agreements of an Agent set forth herein and that the Bank and such agent shall otherwise agree to be bound by the terms and conditions of this Agreement.These provisions shall not limit Section 5(e) hereof or any similar provision included in any Terms Agreement.

Procedural details relating to the issue and delivery of Securities, the solicitation of offers to purchase Securities and the payment in each case therefor shall be as set forth in the Administrative Procedure attached hereto as Annex II as it may be amended from time to time by written agreement between the Agents and the Bank (the “Administrative Procedure”).The provisions of the Administrative Procedure shall apply to all transactions contemplated hereunder other than those made pursuant to a Terms Agreement.Each Agent and the Bank agree to perform the respective duties and obligations specifically provided to be performed by each of them in the Administrative Procedure.The Bank will furnish to the Fiscal and Paying Agent a copy of the Administrative Procedure as from time to time in effect.

The Bank reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase the Securities from the Bank.As soon as practicable, but in any event not later than one Business Day after receipt of notice from the Bank, the Agents will suspend solicitation of offers to purchase Securities from the Bank until such time as the Bank has advised the Agents that such solicitation may be resumed.As used in the previous sentence, the term “Business Day” shall mean any day that is not a Saturday or Sunday and that is not a day on which banking institutions in The City of New York are authorized or required by law, regulation or executive order to close.During such period the Bank shall not be required to comply with the provisions of Sections 5(g), 5(h), 5(i) and 5(j).Upon advising the Agents that such solicitation may be resumed, however, the Bank shall simultaneously provide the documents required to be delivered by Sections 5(g), 5(h), 5(i) and 5(j), and the Agents shall have no obligation to solicit offers to purchase the Securities until such documents have been received by the Agents.In addition, any failure by the Bank to comply with its obligations hereunder, including without limitation its obligations to deliver the documents required by Sections 5(g), 5(h), 5(i) and 5(j), shall automatically terminate the Agents’ obligations hereunder, including without limitation their obligations to solicit offers to purchase the Securities hereunder as agent or to purchase Securities hereunder as principal.

The Bank agrees to pay each Agent a commission, at the time of settlement of any sale of a Security by the Bank as a result of a solicitation made by such Agent, in an amount, except as otherwise agreed by the Bank and such Agent, equal to the following applicable percentage of the principal amount of such Security sold:

Range of Maturities	Commission (percentage of aggregate principal amount of Securities sold)
From 30 days to less than 1 year		.125%

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From 1 year to less than 18 months	.150%
From 18 months to less than 2 years	.200%
From 2 years to less than 3 years	.250%
From 3 years to less than 4 years	.350%
From 4 years to less than 5 years	.450%
From 5 years to less than 6 years	.500%
From 6 years to less than 7 years	.550%
From 7 years to less than 10 years	.600%
From 10 years to less than 15 years	.625%
From 15 years to less than 20 years	.700%
From 20 years to 30 years	.750%
From more than 30 years to less than 50 years	.800%
50 years and more	.850%

(b)Each sale of Securities to any Agent as principal shall be made in accordance with the terms of this Agreement and (unless the Bank and such Agent shall otherwise agree) a Terms Agreement which will provide for the sale of such Securities to, and the purchase thereof by, such Agent.A Terms Agreement may also specify certain provisions relating to the reoffering of such Securities by such Agent.The commitment of any Agent to purchase Securities as principal, whether pursuant to any Terms Agreement or otherwise, shall be deemed to have been made on the basis of the representations and warranties of the Bank and the Holding Company herein contained and shall be subject to the terms and conditions herein set fort h.Each Terms Agreement shall specify the principal amount of Securities to be purchased by any Agent pursuant thereto, the price to be paid to the Bank for such Securities, any provisions relating to rights of, and default by, Agents acting together with such Agent in the reoffering of the Securities and the time and date and place of delivery of and payment for such Securities.Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 5 hereof.Each Agent proposes to offer Securities purchased by it as principal for sale at prevailing market prices or prices related thereto at the time of sale, which may be equal to, greater than or less than the price at which such Securities are purchased by such Agent from the Bank.

For each sale of Securities to an Agent as principal that is not made pursuant to a Terms Agreement, the procedural details relating to the issue and delivery of such Securities and payment therefor shall be as set forth in the Administrative Procedure.For each such sale of Securities to an Agent as principal that is not made pursuant to a Terms Agreement, the Bank agrees to pay such Agent a commission (or grant an equivalent discount) as provided in Section 3(a) hereof and in accordance with the schedule set forth therein.

Each time and date of delivery of and payment for Securities to be purchased by an Agent as principal, whether set forth in a Terms Agreement or in accordance with the Administrative Procedure, is referred to herein as a “Time of Delivery.”

(c)Each Agent agrees, with respect to any Security denominated in a currency other than U.S. dollars, as agent, directly or indirectly, not to solicit offers to

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purchase, and as principal under any Terms Agreement or otherwise, directly or indirectly, not to offer, sell or deliver, such Security in, or to residents of, the country issuing such currency, except as permitted by applicable law.

4.The documents required to be delivered pursuant to Section 7 hereof on the Commencement Date (as defined below) shall be delivered to the Agents at the offices of Sidley Austin Brown & Wood llp, 787 Seventh Avenue, New York, New York, at 11:00 a.m., New York City time, on the date of this Agreement, which date and time of such delivery may be postponed by agreement between the Agents and the Bank but in no event shall be later than the day prior to the date on which solicitation of offers to purchase Securities is commenced or on which any Terms Agreement is executed (such time and date being referred to herein as the “Commencement Date”).

5.The Bank and the Holding Company (solely, in the case of the Holding Company, with respect to paragraphs (a), (d) and (f) and not otherwise) covenant and agree, jointly and severally, with each Agent:

(a)(i)To make no amendment or supplement to the Offering Circular (x) prior to the Commencement Date which shall be disapproved by any Agent promptly after reasonable notice thereof or (y) after the date of any Terms Agreement or other agreement by an Agent to purchase Securities as principal and prior to the related Time of Delivery which shall be disapproved by any Agent party to such Terms Agreement or so purchasing as principal promptly after reasonable notice thereof; (ii) to prepare, with respect to any Securities to be sold through or to such Agent pursuant to this Agreement, a pricing supplement with respect to such Securities in a form previously approved by such Agent; (iii) to make no amendment or supplement to the Offering Circular, other than any pricing supplement, at any time prior to having afforded each Agent a reasonable opportunity to review and comment thereon if such Agent has requested that it be given the opportunity to do so; (iv) to file promptly, in the case of the Bank, all Call Reports required to be filed by the Bank pursuant to the applicable rules and regulations of the OCC and the FFIEC; (v) to file promptly, in the case of the Holding Company, all reports and any definitive proxy or information statements required to be filed by the Holding Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for 9 months after the termination of this Agreement; and (vi) to advise each of the Agents as promptly as practicable of the institution by any federal or state bank or securities regulatory authority of any proceedings in respect of the Offering Circular (including any proceeding relating to any Exchange Act Reports or Incorporated C all Reports) or the offering of the Securities and to use its reasonable best efforts to prevent the issuance of any order interfering with the offering of the Securities and to obtain as soon as possible its lifting, if issued;

(b)Promptly from time to time to take such action as such Agent may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as such Agent may request and to comply with such laws so as to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution or sale of the Securities; provided, however, that in connection

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therewith the Bank shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;

(c)To furnish such Agent with a copy of the Offering Circular and each amendment or supplement thereto signed by an authorized officer of the Bank and of the Holding Company, and with copies of the Offering Circular and each amendment or supplement thereto, other than any pricing supplement (except as provided in the Administrative Procedure), in such quantities as such Agent may reasonably request from time to time; and if, at any time while this Agreement is in effect, any event shall have occurred as a result of which the Offering Circular as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Offering Circula r is delivered, not misleading, or, if for any other reason it shall be necessary or desirable during such same period to amend or supplement the Offering Circular, to notify such Agent and request such Agent to suspend solicitation of offers to purchase Securities from the Bank (and, if so notified, such Agent shall cease such solicitations as soon as practicable, but in any event not later than one business day later); and if the Bank shall decide to amend or supplement the Offering Circular as then amended or supplemented, to so advise such Agent promptly by telephone (with confirmation in writing, which may be by facsimile transmission) and to prepare an amendment or supplement to the Offering Circular as then amended or supplemented that will correct such statement or omission; provided, however, that if at the time of such notice to the Agents to suspend solicitation of offers any Agent shall own any Securities which it has purchased as principal from the Bank with the intention of resell ing them, the Bank shall, upon the request of such Agent, prepare and furnish to such Agent as many copies as such Agent may reasonably request from time to time of an amendment or supplement to the Offering Circular as then amended or supplemented that will correct such misstatement or omission;

(d)So long as any Securities are outstanding, to furnish to such Agent (i) copies of all publicly available documents incorporated by reference in the Offering Circular, reports or other communications (financial or other) furnished to the Holding Company’s shareholders (to the extent not available through the Commission’s EDGAR database or any other publicly accessible electronic database); (ii) copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Holding Company is listed, as the Agents may from time to time reasonably request; and (iii) such additional information concerning the business and financial condition of the Holding Company or the Bank as the Agents may from time to tim e reasonably request;

(e)That, from the date of any Terms Agreement with such Agent or other agreement by such Agent to purchase Securities as principal and continuing to and including the later of (i) the termination of the trading restrictions for the Securities purchased thereunder, as notified to the Bank by such Agent and (ii) the related Time of Delivery, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Bank (other, than deposit obligations) which both mature more than 30 days after

15

such Time of Delivery and are substantially similar to the Securities, without the prior written consent of such Agent;

(f)That each acceptance by the Bank of an offer to purchase Securities hereunder (including any purchase by such Agent as principal not pursuant to a Terms Agreement) and each execution and delivery by the Bank of a Terms Agreement with such Agent shall be deemed to be an affirmation to such Agent that the representations and warranties of the Bank and the Holding Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance or of such Terms Agreement, as the case may be, as though made at and as of such date and an undertaking that such representations and warranties will be true and correct as of the settlement date for the Securities relating to such acceptance or as of the Time of Delivery relating to such sale, as the case may be, as tho ugh made at and as of such date (except that such representations and warranties shall be deemed to relate to the Offering Circular as amended and supplemented relating to such Securities);

(g)That each time the Bank sells securities to such Agent as principal pursuant to a Terms Agreement and such Terms Agreement specifies the delivery of an opinion or opinions by Sidley Austin Brown & Wood llp, counsel to the Agents, as a condition to the purchase of Securities pursuant to such Terms Agreement, the Bank shall furnish to such counsel such papers and information as they may reasonably request to enable them to furnish to such Agent the opinion or opinions referred to in Section 7(a) hereof;

(h)That each time (i) the Offering Circular shall be amended or supplemented (including upon the filing of a Form 10-K or Form 10-Q, but other than by means of a pricing supplement providing solely for a change in the interest rate or maturities of the Securities or the principal amount of the Securities remaining to be sold), (ii) each time the Offering Circular shall be amended or supplemented by means of any other Exchange Act Report or an Incorporated Call Report or pricing supplement, but in each case solely upon the reasonable request of an Agent, or (iii) the Bank sells Securities to such Agent as principal pursuant to a Terms Agreement and such Terms Agreement specifies the delivery of a letter under this Section 5(h) as a condition to the purchase of Securities pursuant to such Terms Agr eement, in each case the Bank shall furnish or cause to be furnished forthwith, within two business days in the case of a supplement or an amendment, to such Agent a written opinion of Clyde A. Billings, Jr., Esq., Senior Vice President, Assistant General Counsel and Corporate Secretary of the Bank and the Holding Company (and, solely with respect to the filing of a Form 10-K referred to in clause (i) hereof, and clause (iii) hereof, Baker, Donelson, Bearman, Caldwell & Berkowitz, PC), or other counsel for the Bank and the Holding Company satisfactory to such Agent, dated the date of such supplement, amendment or Time of Delivery relating to such sale, as the case may be, in form satisfactory to such Agent to the effect that such Agent may rely on the opinion of such counsel referred to in Section 7(b) hereof that was last furnished to such Agent to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to rela te to the Offering Circular as amended and supplemented to such date) or, in lieu of such opinion, an opinion of the same tenor as the opinion of such counsel referred to in

16

Section 7(b) hereof but modified to relate to the Offering Circular as amended and supplemented to such date, provided, however, that, in either such case, such counsel need not opine as to the matters governed by the laws of the State of New York;

(i)That each time (i) the Offering Circular shall be amended or supplemented (including upon the filing of a Form 10-K or Form 10-Q, but other than by means of a pricing supplement providing solely for a change in the interest rate or maturities of the Securities or the principal amount of the Securities remaining to be sold), (ii) each time the Offering Circular shall be amended or supplemented by means of any other Exchange Act Report or an Incorporated Call Report or pricing supplement, but in each case solely upon the reasonable request of an Agent, or (iii) the Bank sells Securities to such Agent as principal pursuant to a Terms Agreement and such Terms Agreement specifies the delivery of a letter under this Section 5(i) as a condition to the purchase of Securities pursuant to su ch Terms Agreement, in each case the Bank shall furnish or cause to be furnished forthwith, within two business days in the case of a supplement or an amendment, to such Agent a certificate, dated the date of such supplement, amendment or Time of Delivery relating to such sale, as the case may be, in such form and executed by such officers of the Bank as shall be satisfactory to such Agent, to the effect that the statements contained in the certificates referred to in Section 7(g) hereof that were last furnished to such Agent are true and correct at such date as though made at and as of such date (except that such statements shall be deemed to relate to the Offering Circular as amended and supplemented to such date) or, in lieu of such certificates, certificates of the same tenor as the certificates referred to in said Section 7(g) but modified as necessary to relate to the Offering Circular as amended and supplemented to such date; and

(j)That each time the Offering Circular shall be amended or supplemented to set forth or include financial information included in or derived from the Holding Company’s or the Bank’s consolidated financial statements or accounting records and each time the Bank sells Securities to such Agent as principal pursuant to a Terms Agreement and such Terms Agreement specifies the delivery of a letter under this Section 5(j) as a condition to the purchase of Securities pursuant to such Terms Agreement, the Bank shall cause the independent certified public accountants who have audited the financial statements of the Holding Company and the Bank and their respective subsidiaries included in the Offering Circular forthwith to furnish such Agent a letter or letters, dated the date of such amen dment, supplement or Time of Delivery relating to such sale, as the case may be, in form satisfactory to such Agent, of the same tenor as the letter or letters referred to in Section 7(h) hereof but modified to relate to the Offering Circular as amended or supplemented to the date of such letter or letters, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Holding Company and the Bank, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matter, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matter made in the letter or letters referred to in Section 7(h) hereof which was or were last furn ished to such Agent.

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(k)To offer to any person who has agreed to purchase Securities from the Bank as the result of an offer to purchase solicited by such Agent the right to refuse to purchase and pay for such Securities if, on the related settlement date fixed pursuant to the Administrative Procedure, any condition set forth in Section 7(d), 7(e), 7(f) or 7(g) hereof shall not have been satisfied (it being understood that (i) the judgment of such person with respect to the impracticability or inadvisability of such purchase of Securities shall be substituted, for purposes of this Section 5(k), for the respective judgments of an Agent with respect to certain matters referred to in Section 7(c) and 7(e), and that such Agent shall have no duty or obligation whatsoever to exercise the judgment permitted under Sections 7(c) an d 7(e) on behalf of any such person, and (ii) references in such sections to the Time of Delivery shall be deemed to refer to the settlement date for the purchase of such Securities by such person).

6.The Bank covenants and agrees with each Agent that the Bank will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Bank’s counsel and accountants in connection with the issuance of the Securities and in connection with the preparation, printing and filing of the Offering Circular and any pricing supplements and all other amendments and supplements thereto and the mailing and delivering of copies thereof to such Agent; (ii) the reasonable fees, disbursements and expenses of counsel for the Agents in connection with the establishment of the program contemplated hereby, any opinions to be rendered by such counsel hereunder and under any Terms Agreement and the transactions contemplated hereunder and under any Terms Agreement; (iii) the cost of printing, producing or reproducing this Agreement, any Terms Agreement, any Fiscal and Paying Agency Agreement, any Interest Calculation Agreement, any Blue Sky Memoranda, closing documents (including any compilation thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iv) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the reasonable fees and disbursements of counsel for the Agents in connection with such qualification and in connection with the Blue Sky surveys; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any Fiscal and Paying Agent or Interest Calculation Agent and any agent of any Fiscal and Paying Agent or Interest Calculation Agent, as the case by be, and any transfer or paying agent of the Bank and the fees an d disbursements of counsel for any Fiscal and Paying Agent, Interest Calculation Agent or such transfer or paying agent in connection with any Fiscal and Paying Agency Agreement, Interest Calculation Agreement and the Securities; (viii) any advertising expenses connected with the solicitation of offers to purchase and the sale of Securities so long as such advertising expenses have been approved by the Bank; (ix) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Agents in connection with, the review, if any, by the National Association of Securities Dealers, Inc. (the “NASD”) of the terms of the sale of the Securities; and (x) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section.Except as provided in Sections 8 and 9 hereof, each Agent shall pay all other expenses it incurs.

7.The obligation of any Agent, as agent of the Bank, at any time (“Solicitation Time”) to solicit offers to purchase the Securities and the obligation of any Agent to purchase Securities as principal, pursuant to any Terms Agreement or otherwise, shall in each case be subject, in such

18

Agent’s discretion, to the condition that all representations and warranties and other statements of the Bank and the Holding Company herein (and, in the case of an obligation of an Agent under a Terms Agreement, in or incorporated by reference in such Terms Agreement) are true and correct at and as of the Commencement Date and any applicable date referred to in Section 5(i) hereof that is prior to such Solicitation Time or Time of Delivery, as the case may be, and at and as of such Solicitation Time or Time of Delivery, as the case may be, the condition that prior to such Solicitation Time or Time of Delivery, as the case may be, the Bank and the Holding Company shall have performed all of their obligations hereunder theretofore to be performed, and the following additional conditions:

(a)(i)Sidley Austin Brown & Wood llp, counsel to the Agents, shall have furnished to such Agent (x) such opinion or opinions, dated the Commencement Date, with respect to the matters covered in the first sentence of paragraph (i) and in paragraphs (iv), (v), (vi), (vii), (xi), (xiv) and (xix) of subsection (b) below, as well as such other related matters as such Agent may reasonably request, and (y) if and to the extent requested by such Agent, with respect to each applicable date referred to in Section 5(g) hereof that is on or prior to such Time of Delivery, an opinion or opinions dated such applicable date, to the effect that such Agent may rely on the opinion or opinions that were last furnished to such Agent pursuant to this Section 7(a) to the same extent as though it or they were dated the date of such letter authorizing reliance (except that the statements in such last opinion or opinions shall be deemed to relate to the Offering Circular as amended and supplemented to such date) or, in any case, in lieu of such an opinion or opinions, an opinion or opinions of the same tenor as the opinion or opinions referred to in clause (i) but modified to relate to the Offering Circular as amended and supplemented to such date; and in each case such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (ii) Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, as counsel for the Bank and the Holding Company, shall have furnished to the Agents, an opinion, dated the Commencement Date, to the effect that the statements set forth in the Offering Circular under the caption “ Certain United States Federal Income Tax Consequences,” insofar as they purport to constitute a summary of certain provisions of United States federal income tax law, regulations and documents referred to therein, are accurate and complete in all material respects;

(b)Each of Clyde A. Billings, Jr., Esq., Senior Vice President, Assistant General Counsel and Corporate Secretary of the Bank and the Holding Company, or other counsel for the Bank and the Holding Company satisfactory to such Agent, shall have furnished to such Agent his or their written opinions with respect to the matters set forth in paragraphs (i) – (v), (vii), (viii), (x), (xii), (xiii), (xv) and (xvii) - (xix) of this subsection (b), and Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, or other counsel for the Bank and the Holding Company satisfactory to such Agent, shall have furnished to such Agent their written opinions with respect to the matters set forth in the first, second and third sentences of paragraph (i), and in paragraphs (iv) - (vii), (ix), (xi), (xii), (xiv) – (xv i), (xviii) and (xix) of this subsection (b), in each case dated the Commencement Date and each applicable date referred to in Section 5(h) hereof that is on or prior to such Solicitation Time or Time of Delivery, as the case may be, in form and substance satisfactory to such Agent, provided, however, that, at each such date (other

19

than with respect to opinions delivered on the Commencement Date or at any Time of Delivery if the applicable Terms Agreement so specifies), Mr. Billings or Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, as the case may be, need not opine as to the matters governed by laws of the State of New York, to the effect that:

(i)The Bank is a duly organized and validly existing national banking association under the laws of the United States and the Holding Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Tennessee.The Bank has full power and authority to conduct its business as such and has the authority to own, lease and operate its properties and to conduct its business as described in the Offering Circular as amended or supplemented and to enter into and perform its obligations under, or as contemplated under, this Agreement and any Terms Agreement.The Holding Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Circular as amended or supplemented , and to enter into and perform its obligations under, or as contemplated under, this Agreement.Each Significant Subsidiary of the Holding Company, if any, other than the Bank, has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Circular and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except, with respect to each Significant Subsidiary of the Bank, where the failure to so qualify or be in good standing would not reasonably be expected to result in a Bank Material Adverse Effect, and, with respect to each Significant Subsidiary of the Holding Company, where the failure to so qualify would not reasonably be expected to result in a Holding Company Material Adverse Effect, as the case may be.Except as otherwise stated in the Offering Circular, all of the issued and outstanding capital stock of each Significant Subsidiary of the Bank has been duly authorized and is validly issued, fully paid and non-assessable and, to the knowledge of such counsel, is owned by the Bank, or the Bank and the Holding Company, as the case may be, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity.None of the outstanding shares of capital stock of any Significant Subsidiary of the Bank was issued in violation of preemptive or other similar rights of any securityholder of such Significant Subsidiary.The Bank has no subsidiaries that are depository institutions with deposits insur ed under the provisions of the FDI Act.

(ii)The issued and outstanding shares of capital stock of the Bank have been duly authorized and validly issued by the Bank and are fully paid and non-assessable (except to the extent provided in 12 U.S.C. §55, as amended, and except for subsequent issuances thereof, if any, pursuant to reservations or agreements referred to in the Offering Circular), are owned by the Holding Company (except for issuances of preferred stock, if any, referred to in the

20

Offering Circular), directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity; and none of such shares of capital stock was issued in violation of preemptive or other similar rights of any securityholder of the Bank;

(iii)To the knowledge of such counsel and other than as set forth in the Offering Circular, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or to the knowledge of such counsel threatened, against or affecting the Bank, the Holding Company or any of their respective subsidiaries that, if determined adversely to any of them, would reasonably be expected to result, when ultimately resolved, in a Bank Material Adverse Effect or Holding Company Material Adverse Effect, as the case may be, or that would have a material adverse effect on the consummation of the transactions contemplated under the Offering Circular, this Agreement, any Terms Agreement, the Fiscal and Paying Agency Agreement, the Interest Calculation Agreement or the Securities or the performance by the Bank or the Holding Company of their respective obligations hereunder and thereunder and, to the knowledge of such counsel, no such proceedings are threatened.The Bank, the Holding Company and each of their respective subsidiaries is in compliance in all material respects with all laws administered by and regulations applicable to it of the Banking Regulators and of any other federal or state agency or authority with jurisdiction over it except where failure to so comply would not reasonably be expected to result in a Bank Material Adverse Effect or Holding Company Material Adverse Effect, as the case may be.To the knowledge of such counsel, neither the Bank, the Holding Company nor any of their respective subsidiaries is a party to or otherwise subject to any consent decree, memorandum of understanding, written commitment or other supervisory agreement with any Banking Regulator or any other federal or state agency or au thority, nor have the Bank, the Holding Company, nor any of their respective subsidiaries been advised by any Banking Regulator or any other federal or state agency or authority that it is contemplating issuing or requesting any of the foregoing except where being a party to or subject to such consent decree, memorandum of understanding, written commitment or other supervisory agreement that would not reasonably be expected to result in a Bank Material Adverse Effect or Holding Company Material Adverse Effect, as the case may be;

(iv)This Agreement, and, with respect to any opinion being delivered as a condition to the purchase of Securities pursuant to a Terms Agreement, such Terms Agreement, have each been duly authorized, executed and delivered by the Bank;

(v)This Agreement has been duly authorized, executed and delivered by the Holding Company;

(vi)The Securities have been duly authorized by the Bank and, when the terms of the Securities and of their issue and sale have been duly established

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in accordance with this Agreement and the Fiscal and Paying Agency Agreement so as not to violate any applicable law or agreement or instrument then binding on the Bank, and the Securities have been duly executed and issued by the Bank and duly authenticated by the Fiscal and Paying Agent in accordance with the Fiscal and Paying Agency Agreement, and upon payment and delivery in accordance with this Agreement, will constitute valid and legally binding obligations of the Bank enforceable in accordance with their terms and entitled to the benefits provided by the Fiscal and Paying Agency Agreement, except as enforcement thereof may be limited by the receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as by insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally or of creditors of depositary institutions the accounts of which a re insured by the FDIC, and except as enforcement thereof is subject to general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and the availability of equitable remedies, and the Fiscal and Paying Agency Agreement conforms to the description thereof in the Offering Circular as amended or supplemented; in rendering the opinion set forth in this paragraph (vi), such counsel may assume that, at the time of any issuance and sale of any of the Securities, the Board of Directors of the Bank (or any committee thereof acting pursuant to authority properly delegated to such committee by the Board of Directors) has not taken any action to rescind or otherwise reduce its prior authorization of the issuance of the Securities and an officer of the Bank, as stated in the resolutions of the Board of Directors (or any such committee) relating to the Securities, has executed and delivered such Securities;

(vii)Each of the Fiscal and Paying Agency Agreement and the Interest Calculation Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery thereof by the Fiscal and Paying Agent, in the case of the Fiscal and Paying Agency Agreement, and the Interest Calculation Agent, in the case of the Interest Calculation Agreement, constitutes a valid and legally binding obligation of the Bank, enforceable in accordance with its terms, except as enforcement thereof may be limited by the receivership, conservatorship and supervisory powers of bank regulatory agencies generally as well as by insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting enforcement of creditors’ rights generally or of creditors of depository institution s the accounts of which are insured by the FDIC, and except as enforcement thereof is subject to general equity principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and the availability of equitable remedies;

(viii)The execution, delivery and performance of this Agreement, any Terms Agreement, the Interest Calculation Agreement and the Fiscal and Paying Agency Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Bank, and to the extent applicable, the

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Holding Company, in connection with the transactions contemplated hereby or thereby or in the Offering Circular and the consummation of the transactions contemplated herein and in the Offering Circular (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described under the caption “Use of Proceeds”) and compliance by the Bank, and to the extent applicable, the Holding Company, with their respective obligations hereunder and thereunder have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Bank Repayment Event or Holding Company Repayment Event, as the case may be, under, or result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Bank, the Holding Company or any of their respective subsidiaries pursuant to, any Bank A greements and Instruments or Holding Company Agreements and Instruments, as the case may be, except for such conflicts, breaches, defaults, Bank Repayment Events or Holding Company Repayment Events, as the case may be, that would not reasonably be expected to result in a Bank Material Adverse Effect or Holding Company Material Adverse Effect, as the case may be, nor will such action result in any violation of the provisions of the articles of association or by-laws (or equivalent documents) of the Bank or the Holding Company or any of their respective subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Bank, the Holding Company or any of their respective subsidiaries or any of their assets, properties or operations, except for such violations as would not reasonably be expected to result in a Bank Material Adverse Effect or Holding Company Material Adverse Effec t, as the case may be; provided that no opinion is required to be expressed pursuant to this paragraph (viii) with respect to federal or state securities laws;

(ix)No authorization, approval, consent, license, order, registration or qualification of or filing with any government, governmental instrumentality or court, domestic or foreign (including, without limitation, the Banking Regulators), is required for the valid authorization, issuance, sale and delivery of the Securities or the execution, delivery or performance of this Agreement, any Terms Agreement, the Fiscal and Paying Agency Agreement and the Interest Calculation Agreement or the consummation by the Bank or the Holding Company of the transactions contemplated in the Offering Circular, except (x) for the filing, no later than the fifth business day after it is first used, of the Offering Circular (including any amendments or supplements thereto) with the OCC pursuant to Section 16.6(a)(6) of the Disclosure Rules and (y) for consents, approvals, authorizations, registrati ons or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Agents;

(x)Neither the Bank, the Holding Company nor any of their respective Significant Subsidiaries is in violation of its articles of association or by-laws (or equivalent document); neither the Bank, the Holding Company nor any of their

23

respective subsidiaries is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any Bank Agreements and Instruments or Holding Company Agreements and Instruments, as the case may be, except for such defaults that would not reasonably be expected to result in a Bank Material Adverse Effect or Holding Company Material Adverse Effect, as the case may be;

(xi)The information in the Offering Circular under the heading “Description of the Notes” and under the heading “Supervision, Regulation and Other Matters,” to the extent they constitute summaries of legal matters, documents or proceedings, or legal conclusions, have been reviewed by such counsel and is correct in all material respects;

(xii)The Exchange Act Reports (except for the financial statementsand other financial and statistical data included or omitted therefrom, as to which such counsel need express no opinion, and except to the extent that any statement therein is modified or superseded in the Offering Circular), as of the dates they were filed with the Commission, complied as to form in all material respects with the requirements of the Exchange Act, and the rules and regulations of the Commission thereunder; and no facts have come to the attention of such counsel to lead him to believe that any of such Exchange Act Reports, when they were so filed, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when suc h documents were so filed, not misleading;

(xiii)The obligations of the Bank under the Securities will rank pari passu with all other unsecured and unsubordinated obligations of the Bank, other than obligations, including deposit obligations, that are subject to any statutory priorities or preferences;

(xiv)No registration of the Securities under the 1933 Act is required for the offer and sale of the Securities by the Agents by virtue of the exemption provided by Section 3(a)(2) of the 1933 Act; and no qualification of an indenture under the Trust Indenture Act is required with respect thereto;

(xv)Such counsel has participated in the preparation of the Offering Circular and no facts have come to the attention of such counsel to lead such counsel to believe that the Offering Circular as amended or supplemented and any further amendments or supplements thereto made by the Bank prior to the date of such opinion (other than the financial statements and related schedules and other financial and statistical data therein, as to which such counsel need express no opinion) contained as of its date or contains as of the date of delivery of such opinion an untrue statement of a material fact or omitted or omits, as the case may be, to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

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(xvi)The Bank is not an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act;

(xvii)To the knowledge of such counsel, no order directed to any document incorporated by reference in the Offering Circular has been issued and no challenge has been made to the accuracy or adequacy of any such document by any regulatory or other government agency;

(xviii)The Bank is an insured bank under the applicable provisions of the FDI Act and is a member bank of the Federal Reserve System, and no proceeding for the termination or revocation of such insurance is pending or, to the knowledge of such counsel, threatened against it; and

(xix)Based on the Bank’s compliance with Section 16.6 of the Disclosure Rules, the Bank will be deemed to be in compliance with the registration statement and prospectus requirements of Section 16.3 of the Disclosure Rules in connection with the offer, sale and delivery of the Securities as contemplated by the Offering Circular, the Fiscal and Paying Agency Agreement and this Agreement.In rendering the opinion called for in this subparagraph (xix), such counsel may assume that the Securities have been offered and sold only to institutional investors that are “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the 1933 Act.

(c)(i)None of the Bank, the Holding Company or any of their respective Significant Subsidiaries shall have sustained since the date of the latest audited financial statements included in the Offering Circular as amended or supplemented prior to the date of the pricing supplement relating to the Securities to be delivered at the relevant Time of Delivery any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in this Agreement and in the Offering Circular as amended or supplemented prior to the dat e of the pricing supplement relating to the Securities to be delivered at the relevant Time of Delivery and (ii) since the respective dates as of which information is given in the Offering Circular as amended or supplemented prior to the date of the pricing supplement relating to the Securities to be delivered at the relevant Time of Delivery there shall not have been any change in the capital stock (other than changes resulting from (w) any publicly disclosed stock repurchase program, stock splits or stock dividends, (x) issuances pursuant to the Holding Company’s dividend reinvestment and stock purchase plans, (y) issuances during a quarter of not more than 1% of the outstanding shares of the Holding Company in connection with an acquisition, and the repurchase of such shares or (z) any stock option exercises or grants under any employee or director stock or benefit plan) or any material change in long-term debt of the Bank, the Holding Company or any of their Significant Subsidiaries or any change, o r any development involving a prospective change, in or affecting the general affairs, management, financial position, shareholders equity or results of operations of the Bank, the Holding Company and their Significant Subsidiaries, otherwise than as set forth or

25

contemplated in the Offering Circular as amended or supplemented prior to the date of the pricing supplement relating to the Securities to be delivered at the relevant Time of Delivery, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of such Agent so material and adverse as to make it impracticable or inadvisable to proceed with the solicitation by such Agent of offers to purchase Securities from the Bank or the purchase by such Agent of Securities from the Bank as principal, as the case may be, on the terms and in the manner contemplated in the Offering Circular as amended or supplemented prior to the date of the pricing supplement relating to the Securities to be delivered at the relevant Time of Delivery;

(d)On or after the date hereof (i) no downgrading shall have occurred in the rating accorded the Bank’s or the Holding Company’s debt securities by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Bank’s or the Holding Company’s debt securities;

(e)On or after the date hereof there shall not have occurred any of the following:(i) any Bank Material Adverse Effect or Holding Company Material Adverse Effect, (ii) any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agents, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, (iii) trading in any securities of the Holding Company has been suspen ded or materially limited by the Commission or the New York Stock Exchange, or if trading generally on the American Stock Exchange, the New York Stock Exchange or the Nasdaq Stock Market has been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities have been required, by any of said exchanges or such system or by order of the Commission, the NASD or any other governmental authority, (iv) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (v) a banking moratorium has been declared by either Federal, New York or Tennessee authorities or (vi) there shall have come to the attention of the Agents any facts that would cause them to reasonably believe that the Offering Circular, at the time it was required to be delivered to a purchaser of the Securities, included an untrue statement of a material fact or omitted to state a material fact necessary in orde r to make the statements therein, in light of the circumstances existing at the time of such delivery, not misleading.As used in this Section 7(e), the term “Offering Circular” means the Offering Circular in the form first provided to the Agents for use in confirming sales of the related Securities;

(f)With respect to any Security denominated in a currency other than the U.S. dollar, more than one currency or a composite currency or any Security the principal or interest of which is indexed to such currency, currencies or composite currency, there shall not have occurred a suspension or material limitation in foreign exchange trading in such currency, currencies or composite currency by a major international bank, a general

26

moratorium on commercial banking activities in the country or countries issuing such currency, currencies or composite currency, the outbreak or escalation of hostilities involving, the occurrence of any material adverse change in the existing financial, political or economic conditions of, or the declaration of war or a national emergency by the country or countries issuing such currency, currencies or composite currency or the imposition or proposal of exchange controls by any governmental authority in the country or countries issuing such currency, currencies or composite currency;

(g)The Bank and the Holding Company shall have each furnished or caused to be furnished to such Agent certificates of officers of the Bank and the Holding Company, respectively, dated the Commencement Date and each applicable date referred to in Section 5(i) hereof that is on or prior to such Solicitation Time or Time of Delivery, as the case may be, in such form and executed by such officers as shall be satisfactory to such Agent, as to the accuracy of the representations and warranties herein of the Bank and the Holding Company, respectively, at and as of the Commencement Date or such applicable date, as the case may be, as to the performance by the Bank and the Holding Company, respectively, of all of their obligations hereunder to be performed at or prior to the Commencement Date or such appl icable date as the case may be as to the matters set forth in subsection (c) of this Section 7, and as to such other matters as such Agent may reasonably request; and

(h)Not later than 10:00 a.m., New York City time, on the Commencement Date and on each applicable date referred to in Section 5(j) hereof that is on or prior to such Solicitation Time or Time of Delivery, as the case may be, the independent certified public accountants who have audited the financial statements of the Holding Company, the Bank and their respective subsidiaries included in the Offering Circular shall have furnished to such Agent a letter or letters, dated the Commencement Date or such applicable date, as the case may be, in form and substance satisfactory to the Agents, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information conta ined in the Offering Circular.

8.(a)The Bank and the Holding Company jointly and severally will indemnify and hold harmless each Agent against any losses, claims, damages or liabilities joint or several to which such Agent may become subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement or a material fact contained in the Offering Circular as amended or supplemented, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, and will reimburse such Agent for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Bank and the Holding Company shall not be liable in any such case to the extent that any such loss claim damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Offering Circular as amended or supplemented, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Bank by such Agent expressly for use therein.

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(b)Each Agent will indemnify and hold harmless the Bank and the Holding Company against any losses, claims, damages or liabilities to which the Bank or the Holding Company may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Offering Circular as amended or supplemented, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Offering Circular as amended or supplemented in reliance upon and in conformity with written information furnished to the Bank by such Agent expressly for use therein; and will reimburse the Bank and the Holding Company for any legal or other expenses reasonably incurred by the Bank or the Holding Company in connection with investigating or defending any such action or claim as such expenses are incurred.

(c)Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection.In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish jointly with any other indemnifying party similarly notified to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation.No indemnifying party shall without the written consent of the indemnified party effect the settlement or compromise of or consent to the entry of any judgment with respect to any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnifi ed party is an actual or potential party to such action or claim) unless such settlement compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission or fault culpability or a failure to act by or on behalf of any indemnified party.

(d)If the indemnification provided for in this Section 8 is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result or such losses claims damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits

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received by the Bank and the Holding Company on the one hand and each Agent on the other from the offering of the Securities to which such loss claim damage or liability (or action in respect thereof) relates.If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Bank and the Holding Company on the one hand and each Agent on the other in connection with the statements or omissions which resulted in such losses claims damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations.The relative benefits received by the Bank and the Holding Company on the one hand and each Agent on the other shall be deemed to be in the same proportion as the total net proceeds from the sale of Securities (before deducting expenses) received by the Bank bear to the total commissions or discounts received by such Agent in respect thereof.The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact necessary in order to make the statements therein not misleading relates to information supplied by the Bank or the Holding Company on the one hand or by any Agent on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.The Bank, the Holding Company and each Agent agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by per capita allocation (even if all Agents were treated as one entity for such purpose) or by any other method or allocation which does not take account of the equitable considerations referred to above in this subsection (d).The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.Notwithstanding the provisions of this subsection (d), an Agent shall not be required to contribute any amount in excess of the amount by which the total offering price at which the Securities purchased by or through it were sold exceeds the amount of any damages which such Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.The obligations of each of the Agents under this subsection (d) to contribute are several in proportion to the respective purchases made by or through it to which such loss, claim, damage or liability (or action in respect thereof) relates and are not joint.

(e)The obligations of the Bank and the Holding Company under this Section 8 shall be in addition to any liability which the Bank and the Holding Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Agent within the meaning of the 1933 Act; and the obligations of each Agent under this Section 8 shall be in addition to any liability which such Agent may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Bank and the Holding Company and to each person, if any, who controls the Bank or the Holding Company within the meaning of the 1933 Act.

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9.Each Agent, in soliciting offers to purchase Securities from the Bank and in performing the other obligations of such Agent hereunder (other than in respect of any purchase by an Agent as principal, pursuant to a Terms Agreement or otherwise), is acting solely as agent for the Bank and not as principal.Each Agent will make reasonable efforts to assist the Bank in obtaining performance by each purchaser whose offer to purchase Securities from the Bank was solicited by such Agent and has been accepted by the Bank, but such Agent shall not have any liability to the Bank in the event such purchase is not consummated for any reason.If the Bank shall default on its obligation to deliver Securities to a purchaser whose offer it has accepted, the Bank shall (i) hold each Agent harmless against any loss, claim or damage arising from or as a result of such default by the Bank and (ii) notwithstanding such default, pay to the Agent that solicited such offer any commission to which it would be entitled in connection with such sale.

10.The respective indemnities, agreements, representations, warranties and other statements by any Agent, the Bank and the Holding Company set forth in or made pursuant to this Agreement shall remain in full force and effect regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Agent or any controlling person of any Agent, the Bank, the Holding Company or any officer or director or any controlling person of the Bank or the Holding Company and shall survive each delivery of and payment for any of the Securities.

11.The provisions of this Agreement relating to the solicitation of offers to purchase Securities from the Bank may be suspended or terminated at any time by the Bank as to any Agent or by any Agent as to such Agent upon the giving of written notice of such suspension or termination to such Agent or the Bank, as the case may be.In the event of such suspension or termination with respect to any Agent, (i) this Agreement shall remain in full force and effect with respect to any Agent as to which such suspension or termination has not occurred, (ii) this Agreement shall remain in full force and effect with respect to the rights and obligations of any party which have previously accrued or which relate to Securities which are already issued, agreed to be issued or the subject of a pending offer at the time of such suspension or termination and (iii) in any event, this Agreement shall remain in full force and effect insofar as the fourth paragraph of Section 3(a), and Sections 5(d), 5(e), 6, 8, 9 and 10 hereof are concerned.

12.Except as otherwise specifically provided herein or in the Administrative Procedure, all statements, requests, notices and advices hereunder shall be in writing, or by telephone if promptly confirmed in writing, and shall be sufficient in all respects when delivered by facsimile transmission as follows: if to Goldman, Sachs & Co. to 85 Broad Street, New York, New York 10004, Facsimile Transmission No. (212) 357-8680, Attention:Credit Department, Credit Control—Medium-Term Notes; if to FTN Financial Securities Corp., 845 Crossover Lane, Suite 150, Memphis, Tennessee 38117, Facsimile Transmission No. (901) 537-7872, Attention: James D. Wingett, Managing Director, with a copy to Martin F. Shea, Jr., Senior Vice President and Counsel, Facsimil e Transmission No. (901) 374-7609; if to Credit Suisse First Boston LLC to Eleven Madison Avenue, New York, New York 10010-3629, Facsimile Transmission No. (212) 318-1498, Attention: Short and Medium-Term Finance Department;and if to the Bank, to 165 Madison Avenue, Memphis Tennessee 38103, Attention: Tommy Adams, Senior Vice President, Funds Management, Facsimile Transmission No. (901) 523-4306 and Attention: Milton A. Gutelius, Jr., Senior Vice President and Treasurer, Facsimile Transmission No. (901) 523-4614.

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13.This Agreement and any Terms Agreement shall be binding upon, and inure solely to the benefit of, each Agent, the Bank and the Holding Company, and to the extent provided in Sections 8, 9 and 10 hereof, the officers and directors of the Bank and the Holding Company and any person who controls any Agent, the Bank or the Holding Company, and their respective personal representatives, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement or any Terms Agreement.No purchaser of any of the Securities through or from any Agent hereunder shall be deemed a successor or assign by reason merely of such purchase.

14.Time shall be of the essence in this Agreement and any Terms Agreement.

15.This Agreement and any Terms Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

16.This Agreement and any Terms Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be an original, but all of such respective counterparts shall together constitute one and the same instrument.

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If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, whereupon this letter and the acceptance by each of you thereof shall constitute a binding agreement among the Bank, the Holding Company and each of you in accordance with its terms.

	Very truly yours,
	FIRST TENNESSEE BANK NATIONAL ASSOCIATION
	By:
	Name: Title:
	FIRST HORIZON NATIONAL CORPORATION
	By:
	Name: Title:
Accepted in New York, New York, as of the date hereof:
GOLDMAN, SACHS & CO.
(Goldman, Sachs & Co.)
FTN FINANCIAL SECURITIES CORP.
By: Name: Title
CREDIT SUISSE FIRST BOSTON LLC
By: Name: Title:

ANNEX I

First Tennessee Bank National Association

Bank Notes

Due 30 Days or More from Date of Issue

Terms Agreement

_____________, 20__

[Goldman, Sachs & Co.

85 Broad Street
New York, New York 10004]

[FTN Financial Securities Corp.

845 Crossover Lane, Suite 150
Memphis, Tennessee 38117]

[Credit Suisse First Boston LLC

Eleven Madison Avenue
New York, New York 10010]

Ladies and Gentlemen

First Tennessee Bank National Association (the “Bank”) proposes, subject to the terms and conditions stated herein and in the Distribution Agreement, dated February 18, 2005 (the “Distribution Agreement”), between the Bank and First Horizon National Corporation (the “Holding Company”) on the one hand and Goldman, Sachs & Co., FTN Financial Securities Corp. and Credit Suisse First Boston LLC (the “Agents”) on the other, to issue and sell to [Name(s) of Agent(s)] the securities specified in the Schedule hereto (the “Purchased Securities”).Each of the provisions of the Distribution Agreement not specifically related to the solicitation by the Agents as agents of the Bank of offers to purchase Securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein.Nothing contained herein or in the Distribution Agreement shall make any party hereto an agent of the Bank or make such party subject to the provisions therein relating to the solicitation of offers to purchase Securities from the Bank solely by virtue of its execution of this Terms Agreement.Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement, except that each representation and warranty in Section 1 or 2 of the Distribution Agreement which makes reference to the Offering Circular shall be deemed to be a representation and warranty as of the date of the Distribution Agreement in relation to the Offering Circular (as therein defined), and also a representation and warranty as of the date of this Terms Agreement in relation to the Offering Circular as amended and supplemented to relate to the Purchased Sec urities.

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Subject to the terms and conditions set forth herein and in the Distribution Agreement incorporated herein by reference, the Bank agrees to issue and sell to [Name(s) of Agent(s)] and [Name(s) of Agent(s)] agree[s] to purchase from the Bank the Purchased Securities, at the time and place, in the principal amount and at the purchase price set forth in the Schedule hereto.

If the foregoing is in accordance with your understanding, please sign and return to us [...]counterparts hereof, and upon acceptance hereof by you this letter and such acceptance hereof, including those provisions of the Distribution Agreement incorporated herein by reference, shall constitute a binding agreement among you, the Bank and the Holding Company.

	First Tennessee Bank National Association
	By:
	Name: Title:
Accepted
[Name(s) of Agent(s)]
By:
Name: Title:

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Schedule to Annex I

Title of Purchased Securities:

[%] Bank Notes

Aggregate Principal Amount

[$           or units of other Specified Currency]

[Price to Public:]

Purchase Price by [Name(s) of Agent(s)]:

% of the principal amount of the Purchased Securities [, plus accrued interest from         to        ] [and accrued amortization, if any, from         to        ]

Method of and Specified Funds for Payment of Purchase Price

[By certified or official bank check or checks, payable to the order of the Bank, in immediately available funds]

[By wire transfer to a bank account specified by the Bank in immediately available funds]

Time of Delivery:

Closing Location:

Maturity:

Interest Rate:

[  %]

Interest Payment Dates:

[months and dates]

Documents to be Delivered:

The following documents referred to in the Distribution Agreement shall be delivered as a condition to the Closing:

[(1)The opinion or opinions of counsel to the Agents referred to in Section 5(g).]

[(2)The opinion[s] of [internal] [internal and outside] counsel to the Bank and the Holding Company referred to in Section 5(h).]

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[(3)The officers’ certificate referred to in Section 5(i).]

[(4) The accountants’ letter(s) referred to in Section 5(j).]

Other Provisions (including Syndicate Provisions, if applicable):

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ANNEX II

First Tennessee Bank National Association

Administrative Procedure

February 18, 2005

This Administrative Procedure relates to the Securities defined in the Distribution Agreement, dated February 18, 2005 (the “Distribution Agreement”), among First Tennessee Bank National Association (the “Bank”), First Horizon National Corporation and Goldman, Sachs & Co., FTN Financial Securities Corp. and Credit Suisse First Boston LLC (together, the “Agents”), to which this Administrative Procedure is attached as Annex II.Defined terms used herein and not defined herein shall have the meanings given such terms in the Distribution Agreement, the Offering Circular as amended or supplemented or the Fiscal and Paying Agency Agreement.

The procedures to be followed with respect to the settlement of sales of Securities directly by the Bank to purchasers solicited by an Agent, as agent, are set forth below.The terms and settlement details related to a purchase of Securities by an Agent, as principal, from the Bank will be set forth in a Terms Agreement pursuant to the Distribution Agreement, unless the Bank and such Agent otherwise agree as provided in Section 3(b) of the Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below.An Agent, in relation to a purchase of a Security by a purchaser solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a purchase of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”.< /p>

The Bank will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to purchase Securities and the related settlement details.

Each Security will be issued only in fully registered form and will be represented by a global security (a “Global Security”) delivered to the Fiscal and Paying Agent, as agent for The Depository Trust Company (the “Depositary”) and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”).Owners of beneficial interests in Global Securities will be entitled to physical delivery of Securities in certificated form (a “Certificated Security”) equal in principal amount to their respective beneficial interests only in certain limited circumstances described in the Offering Circular.

ADMINISTRATIVE PROCEDURE FOR BOOK-ENTRY SECURITIES

In connection with the qualification of the Book-Entry Securities for eligibility in the book-entry system maintained by the Depositary, the Fiscal and Paying Agent will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representation from the Bank and the Fiscal and Paying Agent to the Depositary, dated the date hereof, and a Book-Entry-Only Money Market

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Instrument (Master Note and/or Global Certificates) Program Certificate Agreement between the Fiscal and Paying Agent and the Depositary, dated as of [date] (the “Certificate Agreement”), and its obligations as a participant in the Depositary, including the Depositary’s Same-Day Funds Settlement System (“SDFS”).

Posting Rates by the Bank:

The Bank and the Agents will discuss from time to time the rates of interest per annum to be borne by and the maturity of Securities that may be sold as a result of the solicitation of offers by an Agent.The Bank may establish a fixed set of interest rates and maturities for an offering period (“posting”).If the Bank decides to change already posted rates, it will promptly advise the Agents to suspend solicitation of offers until the new posted rates have been established with the Agents.

Acceptance of Offers by the Bank:

Each Agent will promptly advise the Bank by telephone or other appropriate means of all reasonable offers to purchase Securities, other than those rejected by such Agent.Each Agent may, in its discretion reasonably exercised, reject any offer received by it in whole or in part.Each Agent also may make offers to the Bank to purchase Securities as a Purchasing Agent.The Bank will have the sole right to accept offers to purchase Securities and may reject any such offer in whole or in part.

The Bank will promptly notify the Selling Agent or Purchasing Agent as the case may be of its acceptance or rejection of an offer to purchase Securities.If the Bank accepts an offer to purchase Securities, it will confirm such acceptance in writing to the Selling Agent or Purchasing Agent, as the case may be, and the Fiscal and Paying Agent.

Communication of Sale Information to the Bank by Agent and Settlement Procedures:

A.After the acceptance of an offer by the Bank, the Selling Agent or Purchasing Agent, as the case may be, will communicate promptly, but in no event later than the time set forth under “Settlement Procedure Timetable” below, the following details of the terms of such offer (the “Sale Information”) to the Bank by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means:

1.Principal Amount of Securities to be purchased;

2.Fixed Rate Securities:

                                                a.interest rate

                                                b.overdue rate, if any

                                                c.interest payment dates

                                                d.date or dates, if any, on which the interest rate may be reset and the basis or formula, if any, for such resetting;

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3.Floating Rate Securities:

                                                a.interest rate basis

                                                b.initial interest rate

                                                c.spread and/or spread multiplier, if any

                                                d.interest rate reset periods

                                                e.interest payment dates

                                                f.index maturity

                                                g.maximum and/or minimum interest rates, if any

                                                h.record dates

                                                i.interest determination dates

                                                j.overdue rate, if any

                                                k.date or dates, if any, on which the spread and/or spread multiplier may be reset and the basis or formula, if any, for such resetting;

4.Trade Date;

5.Settlement Date;

6.Maturity Date and whether Maturity can be extended;

7.Specified Currency and, if the Specified Currency is other than U.S. dollars, the applicable Exchange Rate for such Specified Currency (it being understood that currently the Depositary accepts deposits of Global Securities denominated in U.S. dollars only);

8.Indexed Currency, the Base Rate and the Exchange Rate Determination Date, if applicable;

9.Issue Price and any OID information;

10.Selling Agent’s commission or Purchasing Agent’s discount, as the case may be;

11.Net Proceeds to the Bank;

12.If a redeemable Security, such of the following as are applicable:

(i)Redemption Date(s), and

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(ii)Redemption Terms;

13.If repayable at option of the holder of the Security, such of the following as are applicable:

(i)Repayment Date(s); and

(ii)Repayment Terms;

14.Wire transfer information; and

15.Name address and taxpayer identification number of the registered owner(s).

B.After receiving the Sale Information from the Selling Agent or Purchasing Agent, as the case may be, the Bank will communicate such Sale Information to the Fiscal and Paying Agent by facsimile transmission or other acceptable written or electronic means.The Fiscal and Paying Agent will assign a CUSIP number to the Global Security from a list of CUSIP numbers previously delivered to the Fiscal and Paying Agent by the Bank representing such Security and then advise the Bank and the Selling Agent or Purchasing Agent, as the case may be, of such CUSIP number.

C.The Fiscal and Paying Agent will enter a pending deposit message through the Depositary’s Participant Terminal System, providing the following settlement information to the Depositary, and the Depositary shall forward such information to such Agent and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.:

(1)The applicable Sale Information;

(2)CUSIP number of the Global Security representing such Security;

(3)Whether such Global Security will represent any other Security (to the extent known at such time);

(4)Number of the participant account maintained by the Depositary on behalf of the Selling Agent or Purchasing Agent, as the case may be;

(5)The interest payment period; and

(6)Initial Interest Payment Date for such Security, number of days by which such date succeeds the record date for the Depositary’s purposes (or in the case of Floating Rate Securities which reset daily or weekly, the date five calendar days immediately preceding the applicable Interest Payment Date and, in the case of all other Securities, the Regular Record Date, as defined in the Security) and, if calculable at that time, the amount of interest payable on such Interest Payment Date.

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D.The Fiscal and Paying Agent will complete and authenticate the Global Security previously delivered by the Bank representing such Security.

E.The Depositary will credit such Security to the Fiscal and Paying Agent’s participant account at the Depositary.

F.The Fiscal and Paying Agent will enter an SDFS deliver order through the Depositary’s Participant Terminal System instructing the Depositary to (i) debit such Security to the Fiscal and Paying Agent’s participant account and credit such Security to such Agent’s participant account and (ii) debit such Agent settlement account and credit the Fiscal and Paying Agent’s settlement account for an amount equal to the price of such Security less such Agent’s commission.The entry of such a deliver order shall constitute a representation and warranty by the Fiscal and Paying Agent to the Depositary that (a) the Global Security representing such Security has been issued and authenticated and (b) the Fiscal and Paying Agent is holding such Global Security pursuant to the Certificate Agreement.

G.Such Agent will enter an SDFS deliver order through the Depositary’s Participant Terminal System instructing the Depositary (i) to debit such Security to such Agent’s participant account and credit such Security to the participant accounts of the Participants with respect to such Security and (ii) to debit the settlement accounts of such Participants and credit the settlement account of such Agent for an amount equal to the price of such Security.

H.Transfers of funds in accordance with SDFS deliver orders described in Settlement Procedures “F” and G” will be settled in accordance with SDFS operating procedures in effect on the settlement date.

I.Upon confirmation of receipt of funds, the Fiscal and Paying Agent will transfer to the account of the Bank maintained at the Bank, or such other account as the Bank may have previously specified to the Fiscal and Paying Agent, funds available for immediate use in the amount transferred to the Fiscal and Paying Agent in accordance with Settlement Procedure “F”.

J.Upon request, the Fiscal and Paying Agent will send to the Bank a statement setting forth the principal amount of Securities outstanding as of that date under the Fiscal and Paying Agency Agreement.

K.Such Agent will confirm the purchase of such Security to the purchaser either by transmitting to the Participants with respect to such Security a confirmation order or orders through the Depositary’s institutional delivery system or by mailing a written confirmation to such purchaser.

L.The Depositary will, at any time, upon request of the Bank or the Fiscal and Paying Agent, promptly furnish to the Bank or the Fiscal and Paying Agent a list of the names and addresses of the participants for whom the Depositary has credited Securities.

Preparation of Pricing Supplement:

If the Bank accepts an offer to purchase a Security it will prepare a pricing supplement reflecting the terms of such Security and arrange to have delivered to the Selling Agent or

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Purchasing Agent, as the case may be, such number of copies of such pricing supplement as such Agent may reasonably request, not later than 5:00 p m New York City time, on the Business Day following the Trade Date (as defined below), or if the Bank and the purchaser agree to settlement on the Business Day following the date of acceptance of such offer, not later than noon, New York City time, on such date.

Delivery of confirmation and Offering Circular to Purchaser by Selling Agent:

The Selling Agent will deliver to the purchaser of a Security a written confirmation or confirmation order of the sale and delivery and payment instructions.In addition, the Selling Agent will deliver to such purchaser or its agent the Offering Circular as amended or supplemented (including the pricing supplement) in relation to such Security prior to or together with the earlier of the delivery to such purchaser or its agent of (a) the confirmation of sale or (b) the Security.

Date of Settlement:

The receipt by the Bank of immediately available funds in payment for a Security and the authentication and issuance of the Global Security representing such Security shall constitute “settlement” with respect to such Security.All orders of Securities solicited by a Selling Agent or made by a Purchasing Agent and accepted by the Bank on a particular date (the “Trade Date”) will be settled on a date (the “Settlement Date”) which is the third Business Day after the Trade Date pursuant to the “Settlement Procedure Timetable” set forth below, unless the Bank and the purchaser agree to settlement on another Business Day which shall be no earlier than the next Business Day after the Trade Date.

Settlement Procedure Timetable

For orders of Securities solicited by a Selling Agent and accepted by the Bank for settlement on the third Business Day after the Trade Date, Settlement Procedures “A” through “I” set forth above shall be completed as soon as possible but not later than the respective times (New York City time) set forth below:

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Settlement
PROCEDURE		Time
A	5:00 p.m.	on the Business Day following the Trade Date or 10:00 a.m. on the second Business Day prior to the Settlement Date, whichever is earlier
B	12:00 noon	on the second Business Day immediately preceding the Settlement Date
C	2:00 p.m.	on the second Business Day immediately preceding the Settlement Date
D	9:00 a.m.	on the Settlement Date
E	10:00 a.m.	on the Settlement Date
F-G	2:00 p.m.	on the Settlement Date
H	4:45 p.m.	on the Settlement Date
I	5:00 p.m.	on the Settlement Date

If the initial interest rate for a Floating Rate Security has not been determined at the time that Settlement Procedure “A” is completed Settlement Procedures “B” and “C” shall be completed as soon as such rate has been determined but no later than 2:00 p.m. on the second Business Day immediately preceding the Settlement Date.Settlement Procedure “H” is subject to extension in accordance with any extension of Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the Settlement Date

If settlement of a Security is rescheduled or canceled, the Fiscal and Paying Agent, upon obtaining knowledge thereof, will deliver to the Depositary, through the Depositary’s Participant Terminal System, a cancellation message to such effect by no later than 2:00 p.m. on the Business Day immediately preceding the scheduled Settlement Date.

Failure to Settle:

If the Fiscal and Paying Agent fails to enter an SDFS deliver order with respect to a Security pursuant to Settlement Procedure “F,” the Fiscal and Paying Agent may deliver to the Depositary, through the Depositary’s Participant Terminal System, as soon as practicable a withdrawal message instructing the Depositary to debit such Security to the Fiscal and Paying Agent’s participant account, provided that the Fiscal and Paying Agent’s participant account contains a principal amount of the Global Security representing such Security that is at least equal to the principal amount to be debited.If a withdrawal message is processed with respect to all the Securities represented by a Global Security, the Fiscal and Paying Agent will mark such

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Global Security “canceled,” make appropriate entries in the Fiscal and Paying Agent’s records and send such canceled Global Security to the Bank.The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned.If a withdrawal message is processed with respect to one or more, but not all, of the Securities represented by a Global Security, the Fiscal and Paying Agent will exchange such Global Security for two Global Securities, one of which shall represent such Security or Securities and shall be canceled immediately after issuance and the other of which shall represent the remaining Securities previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security.

If the purchase price for any Security is not timely paid to the participants with respect to such Security by the beneficial purchaser thereof (or a person, including an indirect participant in the Depositary, acting on behalf of such purchaser), such participants and, in turn, the Agent for such Security may enter deliver orders through the Depositary’s Participant Terminal System debiting such Security to such participant’s account and crediting such Security to such Agent’s account and then debiting such Security to such Agent’s participant account and crediting such Security to the Fiscal and Paying Agent’s participant account and shall notify the Bank and the Fiscal and Paying Agent thereof.Thereafter, the Fiscal and Paying Agent will (i) immediately notify the Bank of such order and the Bank shall transfer to such Agent funds available for immediate use in an amount equal to th e price of such Security which was credited to the account of the Bank maintained at the Fiscal and Paying Agent in accordance with Settlement Procedure I, and (ii) deliver the withdrawal message and take the related actions described in the preceding paragraph.If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Bank will reimburse such Agent on an equitable basis for the loss of its use of funds during the period when the funds were credited to the account of the Bank.

Notwithstanding the foregoing, upon any failure to settle with respect to a Security, the Depositary may take any actions in accordance with its SDFS operating procedures then in effect.In the event of a failure to settle with respect to one or more, but not all, of the Securities to have been represented by a Global Security, the Fiscal and Paying Agent will provide, in accordance with Settlement Procedure “D,” for the authentication and issuance of a Global Security representing the other Securities to have been represented by such Global Security and will make appropriate entries in its records.The Bank will, from time to time, furnish the Fiscal and Paying Agent with a sufficient quantity of Securities.

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EX-4

FIRST TENNESSEE BANK NATIONAL ASSOCIATION

FISCAL AND PAYING AGENCY AGREEMENT

FISCAL AND PAYING AGENCY AGREEMENT, dated as of February 18, 2005, between First Tennessee Bank National Association, a national banking association (the “Bank”), as Issuer, and JPMorgan Chase Bank, National Association, a national banking association, as fiscal and paying agent (the “Fiscal and Paying Agent,” which term shall also refer to any duly appointed successor thereto).

WITNESSETH:

Section 1.Appointment of Fiscal and Paying Agent. The Bank proposes to issue from time to time its Bank Notes (each, a “Bank Note” and collectively, the “Bank Notes”) in such amounts as may be duly authorized by the Bank pursuant to the distribution agreement, dated February 18, 2005 (the “Distribution Agreement”), among the Bank and the agents named therein (the “Agents”).

Each Bank Note will be issued in book-entry form and will be represented by a global certificate (each, a “Global Bank Note” and collectively, the “Global Bank Notes”) registered in the name of The Depository Trust Company, as depository (“DTC,” which term includes any successor thereof), or a nominee thereof (which successor shall be a clearing agency registered under the Securities Exchange Act of 1934, as amended, if so required by applicable law) (each beneficial interest in a Global Bank Note, a “Book-Entry Bank Note” and collectively, the “Book-Entry Bank Notes”).

The Bank hereby appoints the Fiscal and Paying Agent to act, on the terms and conditions specified herein, as fiscal and paying agent for the Global Bank Notes and as registrar, transfer agent and authenticating agent for the Global Bank Notes and to perform such other responsibilities as are described herein and in the Administrative Procedure attached as Annex II to the Distribution Agreement as such Administrative Procedure may be amended from time to time by agreement of the Bank and the Agents with notice of such amendments to the Fiscal and Paying Agent, and the Fiscal and Paying Agent hereby accepts such appointments.The aggregate principal amount of the Global Bank Notes which may be issued pursuant to this Agreement outstanding at any one time is unlimited.

The Fiscal and Paying Agent shall exercise due care in the performance of its obligations hereunder and shall perform such obligations in a manner consistent with industry standards.

Section 2.Global Bank Note Forms; Terms; Execution.

(i)The Global Bank Notes shall be substantially (i) in the form set forth in Exhibit A-1 hereto if such Global Bank Note bears interest at a fixed rate of interest (each such Global Bank Note, a “Fixed Rate Global Bank Note” and collectively, the“Fixed Rate Global Bank Notes”), (ii) in the form of Exhibit A-2 hereto if such Global Bank Note bears interest at a floating rate of interest determined by reference to an interest rate basis specified therein (each

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such Global Bank Note, a “Floating Rate Global Bank Note” and collectively, the “Floating Rate Global Bank Notes”) or (iii) in such other form as the Bank may from time to time designate.

(ii)Each Bank Note shall have a maturity of 30 days or more from its original date of issuance.The Bank Notes shall be issued in minimum denominations of $250,000 and in integral multiples of $1,000 in excess thereof.

The interest rate borne by any particular Global Bank Note may vary from the interest rates borne by any other Global Bank Notes.Any such variation shall not affect the interest rate borne by any other Global Bank Notes previously issued hereunder.

(iii)The Bank will from time to time deliver or cause to be delivered to the Fiscal and Paying Agent a supply of blank Global Bank Notes in such quantities as the Bank shall determine, bearing consecutive control numbers.Each Global Bank Note will have been executed by the manual or facsimile signature of an Authorized Representative (as defined in Section 3 hereof) of the Bank.The Fiscal and Paying Agent will acknowledge receipt of the Global Bank Notes delivered to it and will hold such blank Global Bank Notes in safekeeping in accordance with its customary practice and shall complete, authenticate and deliver such Global Bank Notes in accordance with the provisions hereof.

Section 3.Authorized Representatives.From time to time, the Bank will furnish the Fiscal and Paying Agent with a certificate executed by an officer of the Bank certifying the incumbency and specimen signatures of those officers of the Bank authorized to execute Global Bank Notes on behalf of the Bank by manual or facsimile signature and to give instructions and notices on behalf of the Bank hereunder (the “Authorized Representatives”).Until the Fiscal and Paying Agent receives a subsequent certificate, the Fiscal and Paying Agent shall be entitled to rely on the last such certificate delivered to it for the purposes of determining the identities of Authorized Representatives of the B ank.Any Global Bank Note bearing the manual or facsimile signatures of persons who are Authorized Representatives of the Bank on the date such signatures are affixed shall bind the Bank after the completion, authentication and delivery thereof by the Fiscal and Paying Agent, notwithstanding that such persons shall have ceased to hold office on the date such Global Bank Note is so completed, authenticated and delivered by the Fiscal and Paying Agent.

Section 4.Issuance Instructions; Completion, Authentication and Delivery of Global Bank Notes.

(i)All instructions regarding the completion, authentication and delivery of Global Bank Notes shall be given by an Authorized Representative, by telephone (confirmed in writing), by facsimile transmission or by other acceptable written means by such Authorized Representative.

(ii)Upon receipt of the instructions described above, the Fiscal and Paying Agent shall cause to be withdrawn the necessary and applicable Global Bank Notes from safekeeping and, in accordance with such instructions, shall:

(a)complete each Global Bank Note;

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(b)record each Global Bank Note in the Bank Note Register (as defined in Section 10 hereof);

(c)cause each Global Bank Note to be manually authenticated by any one of the signatories of the Fiscal and Paying Agent duly authorized and designated by it for such purpose; and

(d)hold each Global Bank Note in safekeeping on behalf of the registered holder thereof;

provided that instructions regarding the completion and authentication of a Global Bank Note, whether delivered by facsimile transmission or by other written means, are received by the Fiscal and Paying Agent by 11:00 A.M., New York City time, on the Business Day immediately preceding the date of settlement relating to such Global Bank Note (or 9:00 A.M., New York City time, on the date of settlement relating to such Bank Note if the trade date and the date of settlement relating to such Bank Note are the same day).As used in this Agreement, the term “Business Day” shall mean any day that is not a Saturday or Sunday and that is not a day on which banking institutions in The City of New York or in Memphis, Tennessee are authorized or required by law, regulation or executive order to close, and with respect to LIBOR Notes (as defined in the applicable Floating Rate Global Bank Note) only, is also a London Banking Day.As used in this Agreement, “London Banking Day” means a day on which commercial banks are open for business (including dealings in the Designated LIBOR Currency (as defined in the applicable Global Bank Note)) in London.

Section 5.Reliance on Instructions; Request for Instructions.The Fiscal and Paying Agent shall not incur any liability to the Bank in acting hereunder upon instructions contemplated hereby which the Fiscal and Paying Agent reasonably believed in good faith to have been given by an Authorized Representative.In the event a discrepancy exists between the instructions as originally received by the Fiscal and Paying Agent and any subsequent written confirmation thereof, such original instructions will be deemed controlling; provided that the Fiscal and Paying Agent gives notice to the Bank of such discrepancy promptly upon the receipt of such written confirmation.

Any application by the Fiscal and Paying Agent for written instructions from the Bank may, at the option of the Fiscal and Paying Agent, set forth in writing any action proposed to be taken or omitted by the Fiscal and Paying Agent under this Agreement and the date on and/or after which such action shall be taken or such omission shall be effective.The Fiscal and Paying Agent shall not be liable for any action taken by, or omission of, the Fiscal and Paying Agent in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any officer of the Bank actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Fiscal and Paying Agent sha ll have received written instructions in response to such application specifying the action to be taken or omitted.

Section 6.The Bank’s Representations and Warranties.Each instruction given to the Fiscal and Paying Agent in accordance with Section 4 hereof shall constitute a

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representation and warranty to the Fiscal and Paying Agent by the Bank that the issuance and delivery of the Global Bank Notes have been duly and validly authorized by the Bank and that the Global Bank Notes, when completed and authenticated pursuant hereto, will constitute the valid and legally binding obligations of the Bank subject to applicable bankruptcy, liquidation, insolvency, reorganization, moratorium and similar laws of general applicability relating to, or affecting, creditors' rights and to general equity principles.The Bank further warrants that it is free to enter into this Agreement and to perform the terms hereof.

Section 7.Payments of Interest; Interest Payment Dates; Record Dates.Interest payments on Global Bank Notes will be made: (i) in the case of the Fixed Rate Global Bank Notes with maturities of more than one year, on the dates specified in any applicable Fixed Rate Global Bank Notes and (ii) in the case of Floating Rate Global Bank Notes on such dates as are specified therein (collectively, the “Interest Payment Dates”) and, in each case, at maturity or upon earlier redemption or repayment if so indicated in the applicable Global Bank Note.All such interest payments (other than interest due at maturity or upon earlier redemption or repayment) will be made to the Holders (as defined in Section 10 hereof) in whose names Global Bank Notes are registered at the close of business on the fifteenth calendar day (whether or not a Business Day) prior to each such Interest Payment Date (each such fifteenth calendar day, a “Record Date”).Notwithstanding the foregoing, if the Original Issue Date of any Global Bank Note (other than a Global Bank Note on which interest is payable only at maturity) occurs between a Record Date and the next succeeding Interest Payment Date, the first payment of interest on any such Global Bank Note will be made on the second Interest Payment Date succeeding the Original Issue Date (as defined in the Global Bank Notes).Interest payments will be calculated and made in the manner provided in the applicable Global Bank Note.

If the Bank does not deposit adequate funds pursuant to Section 9 hereof with respect to the interest due on a Global Bank Note on an Interest Payment Date, such interest will cease to be due to the Holder of such Global Bank Note as of the close of business on the Record Date relating to such Interest Payment Date and will be paid to the Holder of such Global Bank Note as of the close of business on a special record date to be fixed by the Fiscal and Paying Agent when funds for the payment of such interest have been deposited pursuant to Section 9 hereof.Notice of such special record date shall be given by the Fiscal and Paying Agent, at the Bank's expense, to the registered Holder of such Global Bank Note not less than 10 calendar days prior to such special record date.

Interest payments on Fixed Rate Global Bank Notes with maturities of one year or less will be made only upon maturity upon presentation and surrender of the applicable Fixed Rate Global Bank Note (unless otherwise specified in the applicable Fixed Rate Global Bank Note).Interest payments on Fixed Rate Global Bank Notes with maturities of one year or less will be calculated in the manner provided in the applicable Fixed Rate Global Bank Note.

Section 8.Payment of Principal.The Fiscal and Paying Agent will pay the Holder of each Global Bank Note the principal amount of each such Global Bank Note, together with accrued interest and premium, if any, at maturity or upon earlier redemption or repayment.

Section 9.Deposit of Funds.The total amount of any principal of, premium, if any, and interest due on Global Bank Notes on any Interest Payment Date or any maturity date

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or date of redemption or repayment shall be paid by the Bank to the Fiscal and Paying Agent by 1:00 P.M., New York City time, in funds available for use by the Fiscal and Paying Agent on such date.The Bank will make such payment on such Global Bank Notes via Fedwire to an account specified by the Fiscal and Paying Agent.Upon receipt of funds from the Bank, on such date or as soon as possible thereafter, the Fiscal and Paying Agent will pay by separate wire transfer (using message entry instructions in a form previously specified by DTC) to an account previously specified by DTC, in funds available for immediate use by DTC, each payment of principal of, premium, if any, and interest due on a Global Bank Note on such date.

The Fiscal and Paying Agent shall hold such amounts paid to it by the Bank in trust for the Holders but shall, pending payment by it to the account specified above, not be under any liability for interest on monies at any time received by it pursuant to any of the terms of this Agreement or of the Global Bank Notes, nor shall the Fiscal and Paying Agent be required to invest such monies.

Section 10.Bank Note Register; Registration, Transfer, Exchange; Persons Deemed Owners.

(i)The Fiscal and Paying Agent shall maintain at its offices the Bank Note register.The Fiscal and Paying Agent is hereby appointed as Registrar for the purpose of registering each Global Bank Note and transfers of such Global Bank Note as herein provided.The term “Bank Note Register” shall mean the definitive record in which shall be recorded the names, addresses and taxpayer identifying numbers of the holders of the Global Bank Notes (the “Holders”), the serial and CUSIP numbers of each such Global Bank Note and the Original Issue Date thereof and details with respect to the transfer and exchange of each Global Bank Note.

(ii)Upon surrender for registration of transfer of any Global Bank Note at the offices of the Fiscal and Paying Agent, the Bank shall execute, and the Fiscal and Paying Agent shall complete, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Global Bank Notes, of any authorized denominations and having identical terms and provisions and for an equal aggregate principal amount.

(iii)At the option of the Holder of a Global Bank Note, such Global Bank Note may be exchanged for other Global Bank Notes of any authorized denominations of an equal aggregate principal amount and having identical terms and provisions, upon surrender of the Global Bank Notes to be exchanged at the designated offices of the Fiscal and Paying Agent.Whenever any Global Bank Notes are so surrendered for exchange, the Bank shall execute, and the Fiscal and Paying Agent shall complete, authenticate and deliver, the Global Bank Notes which the Holder of the Global Bank Note making the exchange is entitled to receive.Except as provided below, owners of beneficial interests in a Global Bank Note representing Book-Entry Bank N otes will not be entitled to have such Book-Entry Bank Notes registered in their names, will not receive or be entitled to receive physical delivery of Bank Notes in certificated form and will not be considered the owners or holders thereof under this Agreement.However, if (x) DTC notifies the Bank that it is unwilling or unable to continue as depositary or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed by the Bank within 60 days, (y) the Bank, in its sole discretion, determines that such Global Bank Notes shall be exchangeable for

5

definitive Bank Notes in registered form or (z) any event shall have happened and be continuing that, after notice or lapse of time or both, would become an Event of Default (as defined in the Global Bank Notes), then Global Bank Notes representing Book-Entry Bank Notes may be exchanged in whole for definitive Bank Notes in registered form, of like tenor and of an equal aggregate principal amount, in minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof, upon surrender of the Global Bank Notes to be exchanged at the offices of the Fiscal and Paying Agent.

(iv)Notwithstanding the foregoing, the Fiscal and Paying Agent shall not register the transfer of or exchange (i) any Global Bank Note that has been called for redemption in whole or in part, except the unredeemed portion of Global Bank Notes being redeemed in part, (ii) any Global Bank Note during the period beginning at the opening of business 15 days before the mailing of a notice of such redemption and ending at the close of business on the day of such mailing, or (iii) any Global Bank Note in violation of the legend contained on the face of such Global Bank Note.

(v)All Global Bank Notes issued upon any registration of transfer or exchange of Global Bank Notes shall be the valid obligations of the Bank, evidencing the same debt, and entitled to the same benefits as the Global Bank Notes surrendered upon such registration of transfer or exchange.

(vi)Every Global Bank Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed, or be accompanied by a written instrument of transfer with such evidence of due authorization and guaranty of signature as may reasonably be required by the Fiscal and Paying Agent, in form satisfactory to the Fiscal and Paying Agent, duly executed by the Holder thereof or his attorney duly authorized in writing.

(vii)No service charge shall be made to a Holder of Global Bank Notes for any transfer or exchange of Global Bank Notes, but the Bank may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

(viii)The Bank and the Fiscal and Paying Agent, and any agent of the Bank or the Fiscal and Paying Agent, may treat the Holder in whose name a Global Bank Note is registered as the owner of such Global Bank Note for all purposes, whether or not such Global Bank Note be overdue, and neither the Bank, the Fiscal and Paying Agent nor any such agent shall be affected by notice to the contrary except as required by applicable law.

Section 11.Mutilated, Destroyed, Lost, or Stolen Global Bank Notes.In case any Global Bank Note shall at any time become mutilated, destroyed, lost or stolen, and such Global Bank Note or evidence of the loss, theft or destruction thereof satisfactory to the Bank and the Fiscal and Paying Agent (together with indemnity hereinafter referred to and such other documents or proof as may be required by the Bank and the Fiscal and Paying Agent) shall be delivered to the Fiscal and Paying Agent, the Bank shall execute a new Global Bank Note, of like tenor and principal amount, having a serial number not contemporaneously outstanding, in exchange and substitution for the mutilated Global Bank Note or in lieu of the Global Bank Note destroyed, lost or stolen but, in the case of any destroyed, lost or stolen Global Bank Note, only

6

upon receipt of evidence satisfactory to the Fiscal and Paying Agent and the Bank that such Global Bank Note was destroyed, stolen or lost, and, if required, upon receipt of indemnity satisfactory to each of them.The Fiscal and Paying Agent shall authenticate any such substituted Global Bank Note and deliver the same upon the written request or authorization of any Authorized Representative of the Bank.Upon the issuance of any substituted Global Bank Note, the Bank and the Fiscal and Paying Agent may require the payment of a sum sufficient to cover all expenses and reasonable charges connected with the preparation, authentication and delivery of a new Global Bank Note.If any Global Bank Note which has matured or has been redeemed or repaid or is about to mature or to be redeemed or repaid shall become mutilated, destroyed, lo st or stolen, the Bank may, instead of issuing a substitute Global Bank Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Global Bank Note) upon compliance by the Holder with the provisions of this Section.

Section 12.Cancellation.All Global Bank Notes surrendered for payment, registration of transfer or exchange shall, if surrendered to any person other than the Fiscal and Paying Agent, be delivered to the Fiscal and Paying Agent and shall be promptly cancelled by it.The Bank may at any time deliver to the Fiscal and Paying Agent for cancellation any Global Bank Notes previously authenticated and delivered hereunder which the Bank may have acquired in any manner whatsoever, and all Global Bank Notes so delivered shall be promptly cancelled by the Fiscal and Paying Agent.No Global Bank Note shall be authenticated in lieu of or in exchange for any Global Bank Note cancelled a s provided in this Section, except as expressly permitted by this Agreement.All cancelled Global Bank Notes held by the Fiscal and Paying Agent shall be returned to the Bank.

Section 13.Redemption of Global Bank Notes.

(i)If any Global Bank Notes are to be redeemed prior to maturity, the Bank shall notify the Fiscal and Paying Agent not more than 60 nor less than 45 calendar days prior to the date fixed by the Bank for such redemption (the “Redemption Date”) of the Bank's election to redeem such Global Bank Notes in whole or in part in increments of $1,000 (provided that any remaining principal amount of such Global Bank Notes shall be at least $250,000).

(ii)Whenever less than all the Global Bank Notes at any time outstanding are to be redeemed, the terms of the Global Bank Notes to be so redeemed shall be selected by the Bank.If less than all the Global Bank Notes with identical terms at any time outstanding are to be redeemed, the Global Bank Notes to be so redeemed shall be selected by the Fiscal and Paying Agent by lot or in any usual manner approved by it.The Fiscal and Paying Agent shall promptly notify the Bank in writing of the Global Bank Notes selected for redemption and, in the case of Global Bank Notes selected for partial redemption, the principal amount thereof to be redeemed.

(iii)Unless otherwise specified in the applicable Global Bank Note, notice of redemption shall be given by the Fiscal and Paying Agent, at the Bank's expense, by first-class mail, postage prepaid, mailed not more than 60 nor less than 30 calendar days prior to the Redemption Date, to each Holder of such Global Bank Note to be redeemed, at its address appearing in the Bank Note Register.All notices of redemption shall identify the Global Bank Notes to be redeemed (including CUSIP number) and shall state:(i) the Redemption Date; (ii)

7

the redemption price, which shall be determined in accordance with the terms of the Global Bank Note (the “Redemption Price”), (iii) if less than all of the Global Bank Notes at any time outstanding are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Global Bank Notes to be redeemed; (iv) that on the Redemption Date the Redemption Price plus accrued interest, if any, to the Redemption Date will become due and payable with respect to each Global Bank Note to be redeemed and that interest thereon will cease to accrue on and after said date; and (v) the place or places where such Global Bank Notes are to be surrendered for payment.

(iv)Notice of redemption having been given as described above, the Global Bank Notes so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price, and from and after such date such Global Bank Notes shall cease to bear interest.The Bank shall deposit funds with the Fiscal and Paying Agent prior to the Redemption Date that are sufficient to redeem such Global Bank Notes that are scheduled to be so redeemed.Upon surrender of any such Global Bank Notes for redemption in accordance with such notice, the Fiscal and Paying Agent shall pay such Global Bank Notes at the Redemption Price, together with unpaid interest accrued on such Global Bank Notes at the applicable rate borne by such Global Ban k Notes to the Redemption Date.

(v)Any Global Bank Note which is to be redeemed only in part shall be surrendered to the Fiscal and Paying Agent, and the Fiscal and Paying Agent shall complete, authenticate and deliver to the Holder of such Global Bank Note, without service charge, a new Global Bank Note or Global Bank Notes, of any authorized denomination as requested by such Holder (which shall be $250,000 or an integral multiple of $1,000 in excess thereof), in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Global Bank Note so surrendered.

(vi)The Bank, in issuing the Global Bank Notes, may use “CUSIP” numbers (if then generally in use) and, if so, the Fiscal and Paying Agent shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Global Bank Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Global Bank Notes, and any such redemption shall not be affected by any defect in or omission of such numbers.

Section 14.Repayment of Global Bank Notes.

(i)In order for any Global Bank Note to be repaid in whole or in part at the option of the Holder thereof, such Global Bank Note must be delivered by the Holder thereof, with the form entitled “Option to Elect Repayment” (set forth in such Global Bank Note) duly completed, to the Fiscal and Paying Agent at its offices located at the address set forth in Section 20 hereof, or such other place or places of which the Bank shall from time to time notify the Holders of the Global Bank Notes, not more than 60 nor less than 30 calendar days prior to any date fixed for such repayment of such Global Bank Notes (the “Optional Repayment Date”).

(ii)Upon surrender of any Global Bank Note for repayment in accordance with the provisions set forth above, the Global Bank Note to be repaid shall, on the Optional

8

Repayment Date, become due and payable, and the Fiscal and Paying Agent shall pay such Global Bank Note on the Optional Repayment Date at a price equal to 100% of the principal amount thereof, together with accrued interest to the Optional Repayment Date.

(iii)If less than the entire principal amount of any Global Bank Note is to be repaid, the Holder thereof shall specify the portion thereof (which shall be in increments of $1,000) which such Holder elects to have repaid and shall surrender such Global Bank Note to the Fiscal and Paying Agent, and the Fiscal and Paying Agent shall complete, authenticate and deliver to the Holder of such Global Bank Note, without service charge, a new Global Bank Note or Global Bank Notes in an aggregate principal amount equal to and in exchange for the unrepaid portion of the principal of the Global Bank Note so surrendered and in such denominations as shall be specified by such Holder (which shall be $250,000 or an integral multiple of $1,000 in excess thereof).

Section 15.Acceleration of Maturity.If an Event of Default (as defined in the applicable Global Bank Note) shall occur, then the Holder of the Bank Note may declare the principal amount of, and accrued interest and premium, if any, on such Bank Note due and payable by written notice to the Bank.Upon such declaration and notice, such principal amount, accrued interest and premium, if any, shall become immediately due and payable.The Bank shall promptly notify, and provide copies of any such notice to, the Fiscal and Paying Agent, and the Fiscal and Paying Agent shall promptly mail by first-class mail, postage prepaid, copies of such notice to the Holders of the Bank Notes upon the occurrence of an Event of Default or of the curing or waiver of an Event of Default.Any Event of Default with respect to a Bank Note may be waived by the Holder thereof.

Section 16.Application of Funds; Return of Unclaimed Funds.Any monies paid by the Bank and held by the Fiscal and Paying Agent in trust for payment of principal of, premium, if any, or interest on, any Global Bank Notes that remain unclaimed for two years following the date on which such principal, premium or interest shall have become due and payable shall be returned to the Bank by the Fiscal and Paying Agent and the Fiscal and Paying Agent shall inform the Bank as to the specific Global Bank Notes to which such monies related, and any Holder shall thereafter look, as an unsecured general creditor, only to the Bank for the payment thereof and all liability of the Fiscal and Paying Agent with respect to such trust monies shall thereupon cease.Any funds deposited by the Bank with the Fiscal and Paying Agent for the payment of principal of, premium, if any, or interest on, any Bank Note shall be held in trust on behalf of the Bank by the Fiscal and Paying Agent for the payment of principal of, premium, if any, or interest on, any Bank Note until paid or returned to the Bank.

Section 17.Cancellation of Unissued Notes.Upon the written request of the Bank, the Fiscal and Paying Agent promptly shall cancel and return to the Bank all unissued Bank Notes in its possession.

Section 18.Liability.Neither the Fiscal and Paying Agent nor its directors, officers, employees or agents shall be liable to the Bank for any act or omission hereunder except in the case of gross negligence or willful misconduct.The duties and obligations of the Fiscal and Paying Agent, its directors, officers and employees shall be determined by the express provisions of this Agreement and no implied covenants shall be read into this Agreement against

9

any of them.Notwithstanding any other provision elsewhere contained in this Agreement, the Fiscal and Paying Agent is acting solely as agent of the Bank and does not assume any obligation or relationship of trust or agency for or with any Holders.Neither the Fiscal and Paying Agent nor any of its directors, officers or employees shall be required to ascertain whether any issuance or sale of Bank Notes (or any amendment or termination of this Agreement) has been duly authorized (provided that the Fiscal and Paying Agent in good faith has determined that the facsimile or manual signature of the Authorized Representative or any person who has been designated by the Authorized Representative in writing to the Fiscal and Paying Agent reasonably resembles the specimen signatures filed with the Fiscal and Paying Agent) or is in compliance with any other agreement to which the B ank is a party (whether or not the Fiscal and Paying Agent is also a party to such other agreement), and the Fiscal and Paying Agent and each of its officers and employees shall be entitled to rely upon any instructions reasonably believed (in accordance with Section 3 hereof) by the Fiscal and Paying Agent and its officers and employees to be given on behalf of the Bank by an Authorized Representative or by any person who has been designated by an Authorized Representative in writing to the Fiscal and Paying Agent as a person authorized to give such instructions hereunder, whether or not in fact given by the Authorized Representative or such designated person.

The Fiscal and Paying Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Fiscal and Paying Agent shall not be responsible for any misconduct or gross negligence on the part of any agent or attorney appointed with due care by it hereunder.The Fiscal and Paying Agent may consult with counsel of its selection and the advice of such counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.The Fiscal and Paying Agent shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.

Section 19.Indemnification, Risk of Funds.The Bank shall indemnify and hold harmless the Fiscal and Paying Agent, its directors, officers, employees and agents from and against all actions, claims, losses, damages, liabilities, losses and expenses (including reasonable legal fees and expenses) relating to or arising out of their actions or inactions taken or omitted to be taken by the Fiscal and Paying Agent in good faith in connection with its performance under this Agreement including, but not limited to, any actions taken or omitted upon instructions by the Bank (in accordance with Section 3) or the issuance, delivery, payment or non-payment of any Bank Note or interest thereon, or other receipt or other funds for the payment of the Bank Notes or interest or premium thereon; provided, however, that the Fiscal and Paying Agent shall be liable for any liabilities, losses, claims, damages, costs and expenses (including reasonable legal fees and expenses) caused by the gross negligence, bad faith or willful misconduct of its directors, officers, employees or agents.This indemnity shall survive the termination of this Agreement.

No provision of this Agreement shall require the Fiscal and Paying Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable

10

grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

Section 20.Compensation of the Fiscal and Paying Agent.The Bank agrees to pay the compensation of the Fiscal and Paying Agent, at such rates as shall be mutually agreed upon in writing between the Bank and the Fiscal and Paying Agent from time to time.The Bank shall reimburse upon demand the Fiscal and Paying Agent for all reasonable out-of-pocket expenses (including reasonable legal fees and expenses), disbursements and advances incurred or made by the Fiscal and Paying Agent with respect to the Bank in accordance with any provisions of this Agreement, except any such expense, disbursement or advance proven to be attributable to the breach of this Agreement or the gross negligence, bad faith or willful misconduct of the Fiscal and Paying Agent, upon receipt of such invoices as the Bank may reasonably require.The provisions of this Section 20 shall survive the termination of this Agreement.

Section 21.Notices.

(i)All communications by or on behalf of the Bank relating to the issuance, transfer, exchange or payment of Bank Notes or interest thereon shall be directed to the offices of the Fiscal and Paying Agent located at 3800 Colonnade Parkway, Suite 490, Birmingham, Alabama 35243, Telecopy: (205) 968-9145, Attention: Corporate Trust Department, or to such other offices as the Fiscal and Paying Agent shall specify in writing to the Bank.The Bank will send all Global Bank Notes to be completed and delivered by the Fiscal and Paying Agent to such offices or such other offices as the Fiscal and Paying Agent shall specify in writing to the Bank.

(ii)All other notices and communications hereunder shall be in writing and shall be addressed as follows:

(a)if to the Bank:

First Tennessee Bank National Association
165 Madison Avenue
Memphis, Tennessee38103
Attention:Senior Vice President – Funds Management
Facsimile Number:(901) 523-4306

(b)if to the Fiscal and Paying Agent:

JPMorgan Chase Bank, National Association
3800 Colonnade Parkway
Suite 490
Birmingham, Alabama 35243
Attention: Corporate Trust Department
Facsimile Number: (205) 968-9145

Section 22.Resignation or Removal of Fiscal and Paying Agent and Appointment of Successor Fiscal and Paying Agent; Merger, Conversion and Consolidation.The Bank agrees, for the benefit of the Holders from time to time of the Bank Notes, that there

11

shall at all times be an Fiscal and Paying Agent hereunder which shall be a bank or trust company organized and doing business under the laws of the United States or any state thereof authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $10,000,000 and subject to supervision and examination by federal or state authority, until all the Global Bank Notes authenticated and delivered hereunder (A) shall have been delivered to the Fiscal and Paying Agent for cancellation or (B) shall have become due and payable and funds sufficient to pay the principal of, premium, if any, and interest on, the Global Bank Notes shall have been made available for payment and either paid or returned to the Bank, whichever event occurs earlier.The foregoing capital and surplus requirements shall not be applicable if the Bank or an affiliate of the Bank is appointed as successor Fis cal and Paying Agent.

The Fiscal and Paying Agent may resign at any time as such agent upon written notice to the Bank of such intention on its part, specifying the date on which its desired resignation shall become effective; provided, however, that such date shall be not less than 90 calendar days after the giving of such notice by the Fiscal and Paying Agent to the Bank.The Fiscal and Paying Agent may be removed at any time as such agent by the filing with it of an instrument in writing signed by duly authorized officers of the Bank and specifying such removal and the date, which shall be at least 30 calendar days following receipt of such written notice, upon which it is intended to become effective.Any such resignation or removal shall take effect on the date of the appointment by the Bank of a successor Fiscal and Paying Agent and the acceptance of such appointment by such successor Fiscal and Paying Agent that qualifies as such under the first paragraph of this Section.In the event of the resignation or removal of the Fiscal and Paying Agent, if a successor Fiscal and Paying Agent has not been appointed by the Bank within 90 calendar days after the giving of notice of resignation or within 30 calendar days after receipt of notice of removal, the Fiscal and Paying Agent may, at the expense of the Bank, petition any court of competent jurisdiction for appointment of a successor Fiscal and Paying Agent.Upon any such resignation or removal, the Fiscal and Paying Agent shall transfer to the successor Fiscal and Paying Agent (or, if none shall have been appointed, to the Bank) all monies held by the Fiscal and Paying Agent on behalf of the Bank in respect of any Global Bank Notes, any unissued Global Bank Notes and all books and records or copies thereof related to Global Bank Notes maintained by the Fiscal and Paying Agent, including copies of the Bank Note Register.Any resignation or removal hereunder shall not affect the Fiscal and Paying Agent's rights to the payment of fees earned or charges incurred through the effective date of such resignation or removal.

Any corporation or bank into which the Fiscal and Paying Agent hereunder may be merged or converted, or any corporation or bank with which the Fiscal and Paying Agent may be consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to which the Fiscal and Paying Agent shall be a party, or any corporation or bank to which the Fiscal and Paying Agent shall sell or otherwise transfer all or substantially all of the assets and business of the Fiscal and Paying Agent, provided that it shall be qualified under the first paragraph of this Section, shall be the successor Fiscal and Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto.

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Section 23.Benefit of Agreement.This Agreement is solely for the benefit of the parties hereto, Holders of Bank Notes, and their successors and assigns, and nothing herein, express or implied, shall give to any other persons any benefits or any legal or equitable right, remedy or claim under or by virtue of this Agreement.No party hereto may assign any of its rights or obligations hereunder except with the prior written consent of all the parties hereto.

Section 24.Bank Notes Held by the Fiscal and Paying Agent.The Fiscal and Paying Agent, in its individual or other capacity, may become the owner or pledgee of the Bank Notes with the same rights it would have if it were not acting as an fiscal and paying agent hereunder.

Section 25.Amendment.This Agreement shall not be amended by any party hereto except in writing executed by the duly authorized officers of all parties.

Section 26.Governing Law.This Agreement shall be governed by, construed and enforced in accordance with, the laws of the State of New York applicable to agreements made and to be performed in such State, without regard to conflicts of laws principles.

Section 27.Counterparts.This Agreement may be executed by the parties hereto in any number of counterparts, and by each of the parties hereto in separate counterparts, and each such counterpart, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on their behalf by their officers thereunto duly authorized, all as of the day and year first above written.

FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as Issuer


By:
Name:
Title:

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Fiscal and Paying Agent


By:
Name:
Title:

14

Exhibit A-1

[FORM OF FIXED RATE NOTE]

THIS NOTE IS AN OBLIGATION SOLELY OF FIRST TENNESSEE BANK NATIONAL ASSOCIATION (THE “BANK”) AND WILL NOT BE AN OBLIGATION OF, OR OTHERWISE GUARANTEED BY, FIRST HORIZON NATIONAL CORPORATION.THIS NOTE DOES NOT EVIDENCE DEPOSITS OF THE BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER SENIOR UNSECURED INDEBTEDNESS OF THE BANK, EXCEPT DEPOSIT LIABILITIES (AS PROVIDED IN SECTION 11(D)(11) OF THE FEDERAL DEPOSIT INSURANCE ACT) AND OTHER OBLIGATIONS THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES.IN A LIQUIDATION OR OTHER RESOLUTION OF THE BANK, THIS NOTE WOULD BE TREATED DIFFERENTLY FROM, AND HOLDERS OF THIS NOTE COULD RECEIVE, IF ANYTHING, SIGNIFICANTLY LESS THAN HOLDERS OF, DEPOSIT LIABILITIES OF THE BANK.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE “DEPOSITARY”) TO THE BANK OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

THIS NOTE IS ISSUABLE ONLY IN FULLY REGISTERED FORM IN MINIMUM DENOMINATIONS OF $250,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF.EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE MUST BE AN INSTITUTIONAL INVESTOR WHO IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IS REQUIRED TO HOLD A BENEFICIAL INTEREST IN A $250,000 PRINCIPAL AMOUNT OR ANY INTEGRAL MULTIPLE OF $1,000 IN EXCESS THEREOF OF THIS NOTE AT ALL TIMES.

A-1-1

No. FXR-_____REGISTERED

CUSIP NO.:_________

FIRST TENNESSEE BANK NATIONAL ASSOCIATION
GLOBAL BANK NOTE

(Fixed Rate)

	PRINCIPAL AMOUNT: $
ORIGINAL ISSUE DATE:	MATURITY DATE:
INTEREST RATE:     %	REGULAR RECORD DATES (FOR NOTES WITH MATURITIES OF MORE THAN ONE YEAR) (if other than the fifteenth calendar day (whether or not a Business Day) prior to each Interest Payment Date):
INTEREST PAYMENT DATE(S): [ ] At Maturity only [ ] Other:	INITIAL REDEMPTION PERCENTAGE:
INITIAL REDEMPTION DATE:	HOLDER’S OPTIONAL REPAYMENT DATE(S):
ANNUAL REDEMPTION PERCENTAGE REDUCTION:	HOLDER’S OPTIONAL REPAYMENT DATE(S):
DAY COUNT CONVENTION [ ]30/360 FOR THE PERIOD FROM AND INCLUDING ________ TO BUT EXCLUDING ________. [ ]ACTUAL/360 FOR THE PERIOD FROM AND INCLUDING ________ TO BUT EXCLUDING ________. [ ]ACTUAL/ACTUAL FOR THE PERIOD FROM AND INCLUDING ________ TO BUT EXCLUDING ________.		ORIGINAL ISSUE DISCOUNT: [ ] Yes [ ] No
ADDENDUM ATTACHED: [ ]Yes [ ]No	Total Amount of OID: Yield to Maturity: Initial Accrual Period:
DEFAULT RATE:      %

A-1-2

First Tennessee Bank National Association (the “Bank”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ______________________________ U.S. Dollars on the Maturity Date specified above (except to the extent redeemed or repaid prior to the Maturity Date) and to pay interest thereon from and including the Original Issue Date specified above or from and including the most recent interest payment date to which interest on this Note (or any predecessor Note) has been paid or duly provided for, as specified on the face hereof (each, an “Interest Payment Date”) and at maturity or upon earlier redemption or repayment, if applicable, commencing on the first Interest Payment Date next succeeding the Original Issue Date (or, if the Original Issue Date is between a Regular Record Date (as defined below) and the Interest Payment Date immediately following such Regular Reco rd Date, on the second Interest Payment Date following the Original Issue Date), at the Interest Rate per annum specified above, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the Default Rate per annum specified above on any overdue principal and premium, if any, and on any overdue installment of interest.If no Default Rate is specified above, the Default Rate shall be the Interest Rate on this Note specified above.The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be paid to the person in whose name this Note (or any predecessor Note) is registered at the close of business on the Regular Record Date, which shall be the fifteenth calendar day (whether or not a Business Day (as defined below)), next preceding the applicable Interest Payment Date (unless otherwise sp ecified on the face hereof) (each, a “Regular Record Date”); provided, however, that interest payable at maturity or upon earlier redemption or repayment, if applicable, will be payable to the person to whom principal shall be payable.Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the holder as of the close of business on such Regular Record Date, and may either be paid to the person in whose name this Note (or any predecessor Note) is registered at the close of business on a special record date for the payment of such defaulted interest (the “Special Record Date”) to be fixed by the Bank, notice of which shall be given to the holders of Notes not less than 10 calendar days prior to such Special Record Date, or be paid at any time in any other lawful manner.

Payment of principal of, premium, if any, and interest on, this Note will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.The Bank will at all times appoint and maintain a fiscal and paying agent (the “Fiscal and Paying Agent,” which term shall include any successor Fiscal and Paying Agent), authorized by the Bank to pay principal of, premium, if any, and interest on, this Note on behalf of the Bank pursuant to a fiscal and paying agency agreement (the “Fiscal and Paying Agency Agreement”) and having an office or agency (the “Fiscal and Paying Agent Office”) in The City of New York or in the city in which the Fiscal and Paying Agent’s corporate trust office is located (the “Place of Payment”), where this Note may be presented or surrendered for payme nt and where notices, designations or requests in respect of payments with respect to this Note may be served.The Bank has initially appointed JPMorgan Chase Bank, National Association as the Fiscal and Paying Agent, with the Fiscal and Paying Agent Office currently located at 3800 Colonnade Parkway, Suite 490, Birmingham, Alabama 35243, Attention: Corporate Trust Department, Telecopy: (205) 968-9145.The Bank may remove the Fiscal and Paying Agent pursuant to the terms of the Fiscal and Paying Agency Agreement and may appoint a successor Fiscal and Paying Agent.

Payment of principal of, premium, if any, and interest on, this Note due at maturity or upon earlier redemption or repayment, if applicable, will be made in immediately available funds upon presentation and surrender of this Note to the Fiscal and Paying Agent at the Fiscal and Paying

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Agent Office; provided that this Note is presented to the Fiscal and Paying Agent in time for the Fiscal and Paying Agent to make such payment in accordance with its normal procedures.Payments of interest on this Note (other than at maturity or upon earlier redemption or repayment) will be made by wire transfer to such account as has been appropriately designated to the Fiscal and Paying Agent by the person entitled to such payments.

Reference herein to “this Note,” “hereof,” “herein” and comparable terms shall include an Addendum hereto if an Addendum is specified above.

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

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IN WITNESS WHEREOF, the Bank has caused this Note to be duly executed.

FIRST TENNESSEE BANK NATIONAL ASSOCIATION

By:______________________________________
Authorized Signatory

Dated:

FISCAL AND PAYING AGENT'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the Fiscal and Paying Agency Agreement.

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,
as Fiscal and Paying Agent

By: ________________________________

Authorized Signatory

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[Reverse]

This Note is one of a duly authorized issue of Bank Notes of the Bank due from 30 days or more from date of issue (the “Notes”).

Payments of interest hereon will include interest accrued to but excluding the relevant Interest Payment Date or Maturity Date or date of earlier redemption or repayment, as the case may be.Unless otherwise specified on the face hereof, interest on Notes with maturities of greater than one year will be computed on the basis of a 360-day year of twelve 30-day months.Unless otherwise specified on the face hereof, interest on Notes with maturities of one year or less will be computed on the basis of the actual number of days in the year divided by 360 and will be payable only at maturity to the person to whom principal shall be payable.

Any provision contained herein with respect to the calculation of the rate of interest applicable to this Note, its Interest Payment Dates or any other matter relating hereto may be modified as specified in an Addendum relating hereto if so specified on the face hereof.

If any Interest Payment Date, Maturity Date or date of earlier redemption or repayment of this Note falls on a day which is not a Business Day, the related payment of principal of, premium, if any, or interest on, this Note shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Maturity Date or date of earlier redemption or repayment, as the case may be.“Business Day” means, unless otherwise specified on the face hereof, any day that is not a Saturday or Sunday and that in The City of New York or in Memphis, Tennessee is not a day on which banking institutions are authorized or required by law, regulation or executive order to close.

This Note will not be subject to any sinking fund.If so provided on the face of this Note, this Note may be redeemed by the Bank either in whole or in part (unless otherwise specified on the face hereof) on and after the Initial Redemption Date, if any, specified on the face hereof.If no Initial Redemption Date is specified on the face hereof, this Note may not be redeemed prior to the Maturity Date.On and after the Initial Redemption Date, if any, this Note may be redeemed in increments of $1,000 (provided that any remaining principal amount hereof shall be at least $250,000) at the option of the Bank at the applicable Redemption Price (as defined below), together with unpaid interest accrued hereon at the applicable rate borne by this Note to the date of redemption (each such date, a “Red emption Date”), on written notice given not more than 60 nor less than 30 calendar days prior to the Redemption Date to the registered holder hereof (unless otherwise specified on the face hereof).Whenever less than all the Notes at any time outstanding are to be redeemed, the terms of the Notes to be so redeemed shall be selected by the Bank.If less than all the Notes with identical terms at any time outstanding are to be redeemed, the Notes to be so redeemed shall be selected by the Fiscal and Paying Agent by lot or in any usual manner approved by it.In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the holder hereof upon the surrender hereof.

The “Redemption Price” shall initially be the Initial Redemption Percentage specified on the face hereof of the principal amount of this Note to be redeemed and shall decline at each anniversary of the Initial Redemption Date specified on the face hereof by the Annual Redemption

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Percentage Reduction, if any, specified on the face hereof, of the principal amount to be redeemed until the Redemption Price is 100% of such principal amount.

This Note may be subject to repayment at the option of the holder hereof in accordance with the terms hereof on any Holder’s Optional Repayment Date(s), if any, specified on the face hereof.If no Holder’s Optional Repayment Date is specified on the face hereof, this Note will not be repayable at the option of the holder hereof prior to maturity.On any Holder’s Optional Repayment Date, this Note will be repayable in whole or in part in increments of $1,000 (provided that any remaining principal amount hereof will be at least $250,000) at the option of the holder hereof at a repayment price equal to 100% of the principal amount to be repaid, together with accrued and unpaid interest hereon payable to the date of repayment.For this Note to be repaid in whole or in part at the option of the holder hereof on a Holder’s Optional Repayment Date, this Note must be delivered, with the form entitled “Option to Elect Repayment” attached hereto duly completed, to the Fiscal and Paying Agent at its offices located at ·, Attention: ·, Facsimile: ·, or at such other address which the Bank shall from time to time notify the holders of the Notes, not more than 60 nor less than 30 calendar days prior to such Holder’s Optional Repayment Date.In the event of repayment of this Note in part only, a new Note for the unrepaid portion hereof shall be issued in the name of the holder hereof upon the surrender hereof.Exercise of such repayment option by the holder hereof shall be irrevocable.

If this Note is an Original Issue Discount Note and if an Event of Default with respect to this Note shall have occurred and be continuing, the Default Amount (as defined hereafter) of this Note may be declared due and payable in the manner and with the effect provided herein.The “Default Amount” shall be equal to the adjusted issue price as of the first day of the accrual period, as determined under Final Treasury Regulation Section 1.1272-1(b)(1)(ii) (or successor regulation) under the U.S. Internal Revenue Code of 1986, as amended, in which the date of acceleration occurs increased by the daily portion of the accrued original issue discount for each day in such accrual period ending on the date of acceleration, as determined under Final Treasury Regulation Section 1.1272-1(b)(1) (or successor regulation) under the U.S. Internal Revenue Code of 1986, as amended.Upon payment of (i) the principal, or premium, if any, so declared due and payable and (ii) interest on any overdue principal and overdue interest or premium, if any (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Bank's obligations in respect of the payment of principal of, premium, if any, and interest on, this Note shall terminate.

In case any Note shall at any time become mutilated, destroyed, lost or stolen, and such Note or evidence of the loss, theft or destruction thereof satisfactory to the Bank and the Fiscal and Paying Agent and such other documents or proof as may be required by the Bank and the Fiscal and Paying Agent shall be delivered to the Fiscal and Paying Agent, the Bank shall issue a new Note, of like tenor and principal amount, having a serial number not contemporaneously outstanding, in exchange and substitution for the mutilated Note or in lieu of the Note destroyed, lost or stolen but, in the case of any destroyed, lost or stolen Note, only upon receipt of evidence satisfactory to the Bank and the Fiscal and Paying Agent that such Note was destroyed, stolen or lost, and, if required, upon receipt of indemnity satisfactory to the Bank and the Fiscal and Paying Agent.Upon the issuance of any substitu ted Note, the Bank and the Fiscal and Paying Agent may require the payment of a sum sufficient to cover all expenses and reasonable charges connected with the preparation and delivery of a new Note.If any Note which has matured or has been redeemed or repaid or is about to mature or to be redeemed or repaid shall become mutilated, destroyed, lost or stolen, the Bank may, instead of issuing a substitute Note, pay or authorize the payment of the same

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(without surrender thereof except in the case of a mutilated Note) upon compliance by the holder with the provisions of this paragraph.

No recourse shall be had for the payment of principal of, premium, if any, or interest on, this Note for any claim based hereon, or otherwise in respect hereof, against any shareholder, employee, agent, officer or director, as such, past, present or future, of the Bank or of any successor corporation, banking association or other legal entity (collectively, “corporation”), either directly or through the Bank or any corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

The occurrence of any of the following events shall constitute an “Event of Default” with respect to this Note: (i) default in the payment of any interest with respect to any of the Notes issued by the Bank when due, which continues for 30 calendar days; (ii) default in the payment of any principal of, or premium, if any, on, any of the Notes issued by the Bank when due; (iii) the entry by a court having jurisdiction in the premises or administrative or governmental agency or body of (a) a decree or order for relief in respect of the Bank in an involuntary case or proceeding under any applicable U.S. federal or state bankruptcy, insolvency, reorganization or other similar law or (b) a decree or order appointing a conservator, receiver, liquidator, assignee, trustee, sequestrator or any other similar official of the Bank, or of substantially all of the property of the Bank, or ordering the winding up or liquidation of the affai rs of the Bank, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or (iv) the commencement by the Bank of a voluntary case or proceeding under any applicable U.S. federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated as bankrupt or insolvent, or the consent by the Bank to the entry of a decree or order for relief in an involuntary case or proceeding under any applicable U.S. federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding, or the filing by the Bank of a petition or answer or consent seeking reorganization or relief under any applicable U.S. federal or state bankruptcy, insolvency, reorganization or similar law, or the consent by the Bank to the filing of such petition or to the appointment of or taking possession by a custodian, co nservator, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Bank or of substantially all of the property of the Bank, or the making by the Bank of an assignment for the benefit of creditors, or the taking of corporate action by the Bank in furtherance of any such action.If an Event of Default shall occur and be continuing, the holder of this Note may declare the principal amount of, accrued interest and premium, if any, on, this Note due and payable immediately by written notice to the Bank.Upon such declaration and notice, such principal amount, accrued interest and premium, if any, shall become immediately due and payable.Any Event of Default with respect to this Note may be waived by the holder hereof.

The Fiscal and Paying Agency Agreement provides that the Bank will promptly notify, and provide copies of any such notice to, the Fiscal and Paying Agent, and the Fiscal and Paying Agent will promptly mail by first-class mail, postage prepaid, copies of such notice to the holders of the Notes, upon the occurrence of an Event of Default or of the curing or waiver of an Event of Default.

Nothing contained herein shall prevent any consolidation or merger of the Bank with any other corporation or successive consolidations or mergers in which the Bank or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the

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property of the Bank as an entirety or substantially as an entirety to any other corporation authorized to acquire and operate the same; provided, however (and the Bank hereby covenants and agrees) that any such consolidation, merger, sale or conveyance shall be upon the condition that: (i) immediately after such consolidation, merger, sale or conveyance the corporation (whether the Bank or such other corporation) formed by or surviving any such consolidation or merger, or the corporation to which such sale or conveyance shall have been made, shall not be in default in the performance or observance of any of the terms, covenants and conditions of this Note to be observed or performed by the Bank; and (ii) the corporation (if other than the Bank) formed by or surviving any such consolidation or merger, or the corporation to which such sale or conveyance shall have been made, shall be organized under the laws of the United States of America or any state thereof or the District of Columbia and shall expressly assume the due and punctual payment of the principal of, premium, if any, and interest on, this Note.In case of any such consolidation, merger, sale, conveyance, transfer or lease, and upon the assumption by the successor corporation of the due and punctual performance of all of the covenants in this Note to be performed or observed by the Bank, such successor corporation shall succeed to and be substituted for the Bank with the same effect as if it had been named in this Note as the Bank and thereafter the predecessor corporation shall be relieved of all obligations and covenants in this Note and may be liquidated and dissolved.

Any action by the holder of this Note shall bind all future holders of this Note, and of any Note issued in exchange or substitution herefor or in place hereof, in respect of anything done or permitted by the Bank or by the Fiscal and Paying Agent in pursuance of such action.

The Fiscal and Paying Agent shall maintain at its offices a register (the register maintained in such office or any other office or agency of the Fiscal and Paying Agent, herein referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Fiscal and Paying Agent shall provide for the registration of the Notes and of transfers of the Notes.

The transfer of this Note is registrable in the Note Register, upon surrender of this Note for registration of transfer at the office or agency of the Fiscal and Paying Agent in the Place of Payment, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Bank and the Fiscal and Paying Agent duly executed by, the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

No provision of this Note shall alter or impair the obligation of the Bank, which is absolute and unconditional, to pay principal of, premium, if any, and interest on, this Note in U.S. dollars at the times, places and rate herein prescribed in accordance with its terms.

No service charge shall be made to a holder of this Note for any transfer or exchange of this Note, but the Bank may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Beneficial interests represented by this Note are exchangeable for definitive Notes in registered form, of like tenor and of an equal aggregate principal amount, only if (x) The Depository Trust Company, as Depositary (the “Depositary”) notifies the Bank that it is unwilling or unable to continue as Depositary for this Note or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor depositary is not

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appointed by the Bank within 60 days, (y) the Bank, in its sole discretion, determines that this Note shall be exchangeable for definitive Notes in registered form or (z) any event shall have happened and be continuing that, after notice or lapse of time or both, would become an Event of Default.Any Note representing such beneficial interests that is exchangeable pursuant to the preceding sentence shall be exchangeable in whole for definitive Notes in registered form, of like tenor and of an equal aggregate principal amount, in minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof.Such definitive Notes shall be registered in the name or names of such person or persons as the Depositary shall instruct the Fiscal and Paying Agent.

Prior to due presentment of this Note for registration of transfer, the Bank, the Fiscal and Paying Agent or any agent of the Bank or the Fiscal and Paying Agent may treat the holder in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Bank, the Fiscal and Paying Agent nor any such agent shall be affected by notice to the contrary except as required by applicable law.

All notices to the Bank under this Note shall be in writing and addressed to the Bank, c/o First Tennessee Bank National Association, 165 Madison Avenue, Memphis, Tennessee38103, Attention: Senior Vice President – Funds Management, Facsimile: (901) 523-4306, or to such other address of the Bank as the Bank may notify the holder of this Note.

This Note shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of laws principles, and all applicable federal laws and regulations.

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ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of the within Note, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM — as tenants in common

TEN ENT — as tenants by the entireties

JT TEN —as joint tenants with right of
survivorship and not as tenants
in common

UNIF GIFT MIN ACT — _____________an _____________

(Cust)(Minor)

under Uniform Gifts to Minors Act

__________________________________
(State)

Additional abbreviations may also be used
though not in the above list.

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ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto _________________________________________________________________

______________________________________________________________________________

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER TAX IDENTIFYING NUMBER OF ASSIGNEE

______________________________________________________________________________

______________________________________________________________________________

(Please print or typewrite name and address,

including postal zip code, of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints

______________________________________________________________________________

______________________________________________________________________________

to transfer said Note on the books of the Fiscal and Paying Agent, with full power of substitution in the premises.

Dated:____________________________________________________________

NOTICE:The signa ture to this assignment must correspond
with the name as written upon the face of the within Note in
every particular, without alteration or enlargement or any change
whatsoever.

________________________________

Signature Guarantee

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OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably request(s) and instruct(s) the Bank to repay this Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof to be repaid, together with accrued and unpaid interest hereon, payable to the date of repayment, to the undersigned, at _________________________________ _____________________________________________________________________________.

(Please print or typewrite name and address of the undersigned)

For this Note to be repaid, the undersigned must give to the Fiscal and Paying Agent at its offices located at 3800 Colonnade Parkway, Suite 490, Birmingham, Alabama 35243, Attention: Corporate Trust Department, Telecopy: (205) 968-9145, or at such other place or places of which the Bank shall from time to time notify the holder of this Note, not more than 60 days nor less than 30 days prior notice to the date of repayment, with this “Option to Elect Repayment” form duly completed.

If less than the entire principal amount of this Note is to be repaid, specify the portion hereof (which shall be increments of $1,000) which the holder elects to have repaid and specify the denomination or denominations (which shall be $250,000 or an integral multiple of $1,000 in excess thereof) of the Notes to be issued to the holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid):

$____________________________________________________________

NOTICE:The signature on this

Dated:________________________“Option to Elect Repayment” form must correspond with the name as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever.

________________________________

Signature Guarantee

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Exhibit A-2

[FORM OF FLOATING RATE NOTE]

THIS NOTE IS AN OBLIGATION SOLELY OF FIRST TENNESSEE BANK NATIONAL ASSOCIATION (THE “BANK”) AND WILL NOT BE AN OBLIGATION OF, OR OTHERWISE GUARANTEED BY, FIRST HORIZON NATIONAL CORPORATION.THIS NOTE DOES NOT EVIDENCE DEPOSITS OF THE BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.THE OBLIGATIONS EVIDENCED BY THIS NOTE RANK PARI PASSU WITH ALL OTHER SENIOR UNSECURED INDEBTEDNESS OF THE BANK, EXCEPT DEPOSIT LIABILITIES (AS PROVIDED IN SECTION 11(D)(11) OF THE FEDERAL DEPOSIT INSURANCE ACT) AND OTHER OBLIGATIONS THAT ARE SUBJECT TO ANY PRIORITIES OR PREFERENCES.IN A LIQUIDATION OR OTHER RESOLUTION OF THE BANK, THIS NOTE WOULD BE TREATED DIFFERENTLY FROM, AND HOLDERS OF THIS NOTE COULD RECEIVE, IF ANYTHING, SIGNIFICANTLY LESS THAN HOLDERS OF, DEPOSIT LIABILITIES OF THE BANK.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE “DEPOSITARY”) TO THE BANK OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS NOTE IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

THIS NOTE IS ISSUABLE ONLY IN FULLY REGISTERED FORM IN MINIMUM DENOMINATIONS OF $250,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF.EACH OWNER OF A BENEFICIAL INTEREST IN THIS NOTE MUST BE AN INSTITUTIONAL INVESTOR WHO IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IS REQUIRED TO HOLD A BENEFICIAL INTEREST IN A $250,000 PRINCIPAL AMOUNT OR ANY INTEGRAL MULTIPLE OF $1,000 IN EXCESS THEREOF OF THIS NOTE AT ALL TIMES.

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No. FLR-_____REGISTERED

CUSIP NO.:_________

FIRST TENNESSEE BANK NATIONAL ASSOCIATION
GLOBAL BANK NOTE

(Floating Rate)

ORIGINAL ISSUE DATE:	PRINCIPAL AMOUNT:$
INITIAL INTEREST RATE:      %	MATURITY DATE:
INTEREST RATE BASIS OR BASES:	INDEX MATURITY:
IF LIBOR: [ ]LIBOR Moneyline Telerate Page: [ ]LIBOR Reuters Page: Designated LIBOR Currency:	REGULAR RECORD DATES (if other than the fifteenth calendar day (whether of not a Business Day) prior to each Interest Payment Date):
IF CMT RATE: CMT Moneyline Telerate Page: If Moneyline Telerate Page 7052: [ ]Weekly Average [ ]Monthly Average
INDEX CURRENCY:	SPREAD (PLUS OR MINUS) AND/OR SPREAD MULTIPLIER:
MAXIMUM INTEREST RATE:	MINIMUM INTEREST RATE:
INTEREST PAYMENT DATES:	INTEREST PAYMENT PERIOD:
INITIAL INTEREST RESET DATE:	INTEREST RESET PERIOD:
INTEREST RESET DATES:	CALCULATION AGENT (if other than JPMorgan Chase Bank, National Association):
INITIAL REDEMPTION DATE:	ANNUAL REDEMPTION PERCENTAGE REDUCTION:
HOLDER’S OPTIONAL REPAYMENT DATE(S):	INITIAL REDEMPTION PERCENTAGE:
INTEREST CALCULATION: [   ]  Regular Floating Rate Note [   ]  Floating Rate/Fixed Rate Note Fixed Rate Commencement Date: Fixed Interest Rate: [   ]  Inverse Floating Rate Note Fixed Interest Rate:	DAY COUNT CONVENTION [   ]  30/360 for the period from and including ______ to but excluding _____. [   ]  Actual/360 for the period from and including ______ to but excluding ______. [   ]  Actual/Actual for the period from and including ______ to but excluding ______.
ADDENDUM ATTACHED: [   ]  Yes	ORIGINAL ISSUE DISCOUNT [   ]  Yes

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[   ]  No	[   ]  No Total Amount of OID: Yield to Maturity: Initial Accrual Period:
OTHER PROVISIONS:	DEFAULT RATE:      %

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First Tennessee Bank National Association (the “Bank”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ________________________ U.S. Dollars on the Maturity Date specified above (except to the extent redeemed or repaid prior to the Maturity Date) and to pay interest thereon from and including the Original Issue Date specified above or from and including the most recent interest payment date to which interest on this Note (or any predecessor Note) has been paid or duly provided for, on the Interest Payment Dates specified above (each, an “Interest Payment Date”) and at maturity or upon earlier redemption or repayment, if applicable, commencing on the first Interest Payment Date next succeeding the Original Issue Date (or, if the Original Issue Date is between a Regular Record Date (as defined below) and the Interest Payment Date immediately following such Reg ular Record Date, on the second Interest Payment Date following the Original Issue Date), at a rate per annum equal to the Initial Interest Rate specified above until the Initial Interest Reset Date specified above and thereafter at a rate per annum determined in accordance with the provisions hereof and any Addendum relating hereto depending upon the Interest Rate Basis or Bases, if any, and such other terms specified above, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the Default Rate per annum specified above on any overdue principal and premium, if any, and on any overdue installment of interest.If no Default Rate is specified above, the Default Rate shall be the Interest Rate on this Note specified above.The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will be p aid to the person in whose name this Note (or any predecessor Note) is registered at the close of business on the Regular Record Date, which shall be the fifteenth calendar day (whether or not a Business Day (as defined below)) prior to such Interest Payment Date (unless otherwise specified on the face hereof) (each, a “Regular Record Date”); provided, however, that interest payable at maturity or upon earlier redemption or repayment, if applicable, will be payable to the person to whom principal shall be payable.Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the holder as of the close of business on such Regular Record Date and may either be paid to the person in whose name this Note (or any predecessor Note) is registered at the close of business on a special record date for the payment of such defaulted interest (the “Special Record Date”) to be fixed by the Bank, notice of which shall be given to the holders of Notes not less than 10 calendar days prior to such Special Record Date, or be paid at any time in any other lawful manner.

Payment of principal of, premium, if any, and interest on, this Note will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.The Bank will at all times appoint and maintain an fiscal and paying agent (the “Fiscal and Paying Agent,” which term shall include any successor Fiscal and Paying Agent), authorized by the Bank to pay principal of, premium, if any, and interest on, this Note on behalf of the Bank pursuant to a fiscal and paying agency agreement (the “Fiscal and Paying Agency Agreement”) and having an office or agency (the “Fiscal and Paying Agent Office”) in The City of New York or the city in which the Fiscal and Paying Agent’s corporate trust office is located (the “Place of Payment”), where this Note may be presented or surrendered for paymen t and where notices, designations or requests in respect of payments with respect to this Note may be served.The Bank has initially appointed JPMorgan Chase Bank, National Association as the Fiscal and Paying Agent, with the Fiscal and Paying Agent Office currently located at 3800 Colonnade Parkway, Suite 490, Birmingham, Alabama 35243, Attention: Corporate Trust Department, Telecopy: (205) 968-9145.The Bank may remove the Fiscal and Paying Agent pursuant to the

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terms of the Fiscal and Paying Agency Agreement and may appoint a successor Fiscal and Paying Agent.

Payment of principal of, premium, if any, and interest on, this Note due at maturity or upon earlier redemption or repayment, if applicable, will be made in immediately available funds upon presentation and surrender of this Note to the Fiscal and Paying Agent at the Fiscal and Paying Agent Office; provided that this Note is presented to the Fiscal and Paying Agent in time for the Fiscal and Paying Agent to make such payment in accordance with its normal procedures.Payments of interest on this Note (other than at maturity or upon earlier redemption or repayment) will be made by wire transfer to such account as has been appropriately designated to the Fiscal and Paying Agent by the person entitled to such payments.

Reference herein to “this Note,” “hereof,” “herein” and comparable terms shall include an Addendum hereto if an Addendum is specified above.

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

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IN WITNESS WHEREOF, the Bank has caused this Note to be duly executed.

FIRST TENNESSEE BANK NATIONAL ASSOCIATION

By:                                           
Authorized Signatory

Dated:

FISCAL AND PAYING AGENT'S CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the Fiscal and Paying Agency Agreement.

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as Fiscal and Paying Agent

By:

Authorized Signatory

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[Reverse]

          This Note is one of a duly authorized issue of Bank Notes due from 30 days or more from date of issue (the “Notes”).

          If any Interest Payment Date (other than at the Maturity Date or date of earlier redemption or repayment of this Note) would otherwise fall on a day that is not a Business Day, such Interest Payment Date shall be postponed to the next succeeding day that is a Business Day, except that if an Interest Rate Basis is LIBOR, as indicated on the face hereof, and such next Business Day falls in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding day that is a Business Day.Except as provided above, interest payments will be made on the Interest Payment Dates shown on the face hereof.If the Maturity Date or date of earlier redemption or repayment of this Note falls on a day which is not a Business Day, the related payment of principal of, premium, if any, and interest on, this Note shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no interest shall accrue on the amount so payable for the period from and after such Maturity Date or date of earlier redemption or repayment, as the case may be.

          This Note will not be subject to any sinking fund.If so provided on the face of this Note, this Note may be redeemed by the Bank either in whole or in part on and after the Initial Redemption Date, if any, specified on the face hereof.If no Initial Redemption Date is specified on the face hereof, this Note may not be redeemed prior to the Maturity Date.On and after the Initial Redemption Date, if any, this Note may be redeemed in increments of $1,000 (provided that any remaining principal amount hereof shall be at least $250,000) at the option of the Bank at the applicable Redemption Price (as defined below), together with unpaid interest accrued hereon at the applicable rate borne by this Note to the date of redemption (each such date, a “Redemption Dat e”), on written notice given not more than 60 nor less than 30 calendar days prior to the Redemption Date to the registered holder hereof.Whenever less than all the Notes at any time outstanding are to be redeemed, the terms of the Notes to be so redeemed shall be selected by the Bank.If less than all the Notes with identical terms at any time outstanding are to be redeemed, the Notes to be so redeemed shall be selected by the Fiscal and Paying Agent by lot or in any usual manner approved by it.In the event of redemption of this Note in part only, a new Note for the unredeemed portion hereof shall be issued in the name of the holder hereof upon the surrender hereof.

          The “Redemption Price” shall initially be the Initial Redemption Percentage specified on the face hereof of the principal amount of this Note to be redeemed and shall decline at each anniversary of the Initial Redemption Date specified on the face hereof by the Annual Redemption Percentage Reduction, if any, specified on the face hereof, of the principal amount to be redeemed until the Redemption Price is 100% of such principal amount.

          This Note may be subject to repayment at the option of the holder hereof in accordance with the terms hereof on the Holder’s Optional Repayment Date(s), if any, specified on the face hereof.If no Holder’s Optional Repayment Date is specified on the face hereof, this Note will not be repayable at the option of the holder hereof prior to maturity.On any Holder’s Optional Repayment Date, this Note will be repayable in whole or in part in increments of $1,000 (provided that any remaining principal amount hereof will be at least $250,000) at the option of the holder hereof at a repayment price equal to 100% of the principal amount to be repaid, together with accrued and

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unpaid interest hereon payable to the date of repayment.For this Note to be repaid in whole or in part at the option of the holder hereof on a Holder’s Optional Repayment Date, this Note must be delivered, with the form entitled “Option to Elect Repayment” attached hereto duly completed, to the Fiscal and Paying Agent at its offices located at 3800 Colonnade Parkway, Suite 490, Birmingham, Alabama 35243, Attention: Corporate Trust Department, Telecopy: (205) 968-9145, or at such other address which the Bank shall from time to time notify the holders of the Notes, not more than 60 nor less than 30 calendar days prior to such Holder’s Optional Repayment Date.In the event of repayment of this Note in part only, a new Note for the unrepaid portion hereof shall be issued in the name of the holder hereof upon the surrender hereof.Exercise of such repayment option by the holder hereof shall be irrevocable.

          The interest rate borne by this Note shall be determined as follows:

          1.If this Note is designated as a Regular Floating Rate Note on the face hereof or if no designation is made for Interest Calculation on the face hereof, then, except as described below or in an Addendum hereto, this Note shall bear interest at the rate determined by reference to the applicable Interest Rate Basis or Bases shown on the face hereof (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any, specified and applied in the manner described on the face hereof.Commencing on the Initial Interest Reset Date, the rate at which interest on this Note is payable shall be reset as of each Interest Reset Date specified on the face hereof; provided, however, that the interest rate in effect for the period f rom the Original Issue Date to but excluding the Initial Interest Reset Date will be the Initial Interest Rate.

          2.If this Note is designated as a Floating Rate/Fixed Rate Note on the face hereof, then, except as described below or in an Addendum hereto, this Note shall bear interest at the rate determined by reference to the applicable Interest Rate Basis or Bases shown on the face hereof (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any, specified and applied in the manner described on the face hereof.Commencing on the Initial Interest Reset Date, the rate at which interest on this Note is payable shall be reset as of each Interest Reset Date specified on the face hereof; provided, however, that (a) the interest rate in effect for the period from the Original Issue Date to but excluding the Initial Interest Reset Date shall be the Initial Interest Rate; and (b) the interest rate in effect for the period commencing on, and including, the Fixed Rate Commencement Date to but excluding the Maturity Date or date of earlier redemption or repayment shall be the Fixed Interest Rate, if such a rate is specified on the face hereof or, if no such Fixed Interest Rate is so specified, the interest rate in effect hereon on the Business Day immediately preceding the Fixed Rate Commencement Date.

          3.If this Note is designated as an Inverse Floating Rate Note on the face hereof, then, except as described below or in an Addendum hereto, this Note shall bear interest equal to the Fixed Interest Rate indicated on the face hereof minus the rate determined by reference to the applicable Interest Rate Basis or Bases shown on the face hereof (i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the applicable Spread Multiplier, if any, specified and applied in the manner described on the face hereof; provided, however, that, unless otherwise specified on the face hereof, the interest rate hereon will not be less than zero percent.Commencing on the Initial Interest Reset Date, the rate at which interest on this Note is payable shall be reset as of each Interest Rate Reset Date specified on the face hereof; provided, however, that the interest rate in

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effect for the period from the Original Issue Date to but excluding the Initial Interest Reset Date shall be the Initial Interest Rate.

          Notwithstanding the foregoing, if this Note is designated on the face hereof as having an Addendum attached, this Note shall bear interest in accordance with the terms described in such Addendum.

          Except as set forth above or specified on the face hereof or in an Addendum hereto, the interest rate in effect on each day shall be (a) if such day is an Interest Reset Date, the interest rate determined as of the Interest Determination Date (as defined below) immediately preceding such Interest Reset Date or (b) if such day is not an Interest Reset Date, the interest rate determined as of the Interest Determination Date immediately preceding the most recent Interest Reset Date.If any Interest Reset Date (which term includes the term Initial Interest Reset Date unless the context otherwise requires) would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next succeeding day that is a Business Day, except that if an Interest Rate Basis specified on the face hereof is LIBOR and such next Business Day fa lls in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day.In addition, if the Treasury Rate is an applicable Interest Rate Basis and the Interest Determination Date would otherwise fall on an Interest Reset Date, then such Interest Reset Date will be postponed to the next succeeding Business Day.

          Unless otherwise specified on the face hereof, interest payable on this Note on any Interest Payment Date shall be the amount of interest accrued from and including the next preceding Interest Payment Date in respect of which interest has been paid (or from and including the Original Issue Date specified on the face hereof, if no interest has been paid), to but excluding the related Interest Payment Date or Maturity Date or date of earlier redemption or repayment, as the case may be.

          Unless otherwise specified on the face hereof, accrued interest hereon shall be an amount calculated by multiplying the principal amount hereof by an accrued interest factor.Such accrued interest factor shall be computed by adding the interest factor calculated for each day in the period for which accrued interest is being calculated.Unless otherwise specified on the face hereof, the interest factor for each such day shall be computed by dividing the interest rate applicable to such day by 360 if the CD Rate, the Commercial Paper Rate, the Eleventh District Cost of Funds Rate, the Federal Funds Rate, the J.J. Kenny Rate, LIBOR or the Prime Rate is an applicable Interest Rate Basis or by the actual number of days in the year if the CMT Rate or the Treasury Rate is an applicable Interest Rate Basis.If interest on this Note is to be calculated with reference to two or more Interest Rate Bases as specified on the face hereof, the interest factor will be calculated in each period in the same manner as if only one of the applicable Interest Rate Bases applied.

          The interest rate applicable to each day in an Interest Reset Period commencing on the related Interest Reset Date will be determined by the Calculation Agent as of the applicable Interest Determination Date (as defined below) and will be calculated by the Calculation Agent on or prior to the Calculation Date (as defined below), except with respect to LIBOR, which will be calculated on such Interest Determination Date.Unless otherwise specified on the face hereof, the “Interest Determination Date” with

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respect to the CD Rate, the CMT Rate, the Commercial Paper Rate, the Federal Funds Rate, the J.J. Kenny Rate and the Prime Rate will be the second Business Day immediately preceding the applicable Interest Reset Date; the Interest Determination Date with respect to the Eleventh District Cost of Funds Rate will be the last working day of the month immediately preceding each Interest Reset Date on which the Federal Home Loan Bank of San Francisco (the “FHLB of San Francisco”) publishes the Index (as defined herein); the “Interest Determination Date” with respect to LIBOR shall be the second London Banking Day (as defined below) immediately preceding the applicable Interest Reset Date, unless the Designated LIBOR Currency is British pounds sterling, in which case the “Interest Determination Date” will be the applicable Interest Reset Date; the “Interest Determination Date” with respect to the Treasury Rate will be th e day in the week in which the applicable Interest Reset Date falls on which day Treasury Bills (as defined below) are normally auctioned (Treasury Bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday); provided, however, that if an auction is held on the Friday of the week preceding the applicable Interest Reset Date, the related Interest Determination Date shall be such preceding Friday; and provided further that if the Interest Determination Date would otherwise fall on an Interest Reset Date, then the Interest Reset Date shall be postponed to the next succeeding Business Day.If the interest rate of this Note is determined by reference to two or more Interest Rate Bases as specified on the face hereof, the Interest Determination Date pertaining to this Note will be the most recent Business D ay which is at least two Business Days prior to the applicable Interest Reset Date on which each Interest Rate Basis is determinable.Each Interest Rate Basis shall be determined as of such date, and the applicable interest rate shall take effect on the applicable Interest Reset Date.

          Unless otherwise specified on the face hereof, the “Calculation Date” pertaining to any Interest Determination Date will be the earlier of (i) the tenth calendar day after such Interest Determination Date or, if such day is not a Business Day, the next succeeding Business Day and (ii) the Business Day immediately preceding the applicable Interest Payment Date or Maturity Date or date of earlier redemption or repayment as the case may be.All calculations on this Note shall be made by the Calculation Agent specified on the face hereof or such successor thereto as is duly appointed by the Bank and shall be final and binding absent manifest error.

          All percentages resulting from any calculation on this Note will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or 0.09876545) would be rounded to 9.87655% (or 0.0987655) and 9.876544% (or 0.09876544) would be rounded to 9.87654% (or 0.0987654)), and all amounts used in or resulting from such calculation will be rounded, in the case of U.S. dollars to the nearest cent or, in the case of a foreign currency, to the smallest denominational unit (with one-half cent or unit being rounded upwards).

          As used herein, “Business Day” means, unless otherwise specified on the face hereof, any day that is not a Saturday or Sunday and that in The City of New York or in Memphis, Tennessee is not a day on which banking institutions are authorized or required by law, regulation or executive order to close and, if an Interest Rate Basis shown on the face hereof is LIBOR, is also a London Banking Day.

          As used herein, unless otherwise specified on the face hereof, “London Banking Day” means a day on which commercial banks are open for business (including dealings in the Designated LIBOR Currency (as hereinafter defined)) in London.

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          Determination of CD Rate.If an Interest Rate Basis for this Note is the CD Rate, as indicated on the face hereof, the CD Rate shall be determined as of the applicable Interest Determination Date (a “CD Rate Interest Determination Date”) as the rate on that date for negotiable U.S. dollar certificates of deposit having the Index Maturity specified on the face hereof as published in H.15(519) (as hereinafter defined) under the heading “CDs (secondary market)”.

          In the event that the above rate is not published prior to 3:00 P.M., New York City time, on the Calculation Date pertaining to that CD Rate Interest Determination Date, then the CD Rate shall be the rate on that CD Rate Interest Determination Date set forth in H.15 Daily Update (as hereinafter defined), or another recognized electronic source, used for the purpose of displaying that rate, for that day in respect of certificates of deposit having the Index Maturity specified in the applicable Note under the caption “CDs (secondary market)”.

          If by 3:00 P.M., New York City time, on the related Calculation Date the CD Rate is not yet published in either H.15(519) or H.15 Daily Update or another recognized electronic source, the CD Rate for that CD Interest Determination Date shall be calculated by the Calculation Agent and shall be the arithmetic mean of the secondary market offered rates, as of 10:00 A.M., New York City time, on that CD Rate Interest Determination Date, of three leading nonbank dealers of negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable U.S. dollar certificates of deposit of major U.S. money market banks for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity specified in the applicable Note in an amount that is representative for a single transaction in that market at that time.

          If fewer than three dealers selected by the Calculation Agent are quoting as set forth above, the CD Rate will be the CD Rate in effect on that CD Rate Interest Determination Date.

          “H.15(519)” means the weekly statistical release designated as such, or any successor publication, published by the Federal Reserve Board.

          “H.15 Daily Update” means the daily update of H.15(519), available through the web site of the Federal Reserve Board at http:/www.federalreserve.gov/releases/h15/update, or any successor site or publication.

          Determination of CMT Rate.If an Interest Rate Basis for this Note is the CMT Rate, as indicated on the face hereof, the CMT Rate shall be determined as of the applicable Interest Determination Date (a “CMT Rate Interest Determination Date”) in accordance with the following provisions:

          (i)If “CMT Moneyline Telerate Page 7051” is the specified CMT Moneyline Telerate Page on the face hereof, the CMT Rate on the CMT Rate Interest Determination Date shall be a percentage equal to the yield for U.S. Treasury securities at “constant maturity” having the Index Maturity as set forth in H.15(519) (as defined hereinafter) under the caption “Treasury constant maturities,” as such yield is displayed on Moneyline Telerate (or any successor service) on page 7051 (or any other page as may replace such page on such service) (“Moneyline Telerate Page 7051”) for such CMT Rate Interest Determination Date.If such rate does not appear on Moneyline Telerate Page 7051, the CMT Rate on such

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CMT Rate Interest Determination Date shall be a percentage equal to the yield for U.S. Treasury securities at “constant maturity” having the Index Maturity and for such CMT Rate Interest Determination Date as set forth in H.15(519) under the caption “Treasury constant maturities.”If such rate does not appear in H.15(519), the CMT Rate on such CMT Rate Interest Determination Date shall be the rate for the period of the Index Maturity as may then be published by either the Federal Reserve Board or the U.S. Department of the Treasury that the Calculation Agent determines to be comparable to the rate which would otherwise have been published in H.15(519).If the Federal Reserve Board or the U.S. Department of the Treasury does not publish a yield on U.S. Treasury securities at “constant maturity” having the Index Ma turity for such CMT Rate Interest Determination Date, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 P.M., New York City time, on such CMT Rate Interest Determination Date of three leading primary U.S. government securities dealers in The City of New York (which may include one or more of the Agents or their affiliates) (each, a “Reference Dealer”) selected by the Calculation Agent (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)) for U.S. Treasury securities with an original maturity equal to the Index Maturity, a remaining term to maturity no more than 1 year shorter than the Index Maturity and in a principal amount that is representative for a single transaction in such securities in such market at such time.If fewer than five but more than two such prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of such quotations shall be eliminated.If fewer than three prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 P.M., New York City time, on such CMT Rate Interest Determination Date of three Reference Dealers selected by the Calculation Agent (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of e quality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)) for U.S. Treasury securities with an original maturity greater than the Index Maturity, a remaining term to maturity closest to the Index Maturity and in a principal amount that is representative for a single transaction in such securities in such market at such time.If fewer than five but more than two such prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of such quotations shall be eliminated; provided, however, that if fewer than three such prices are provided as requested, the CMT Rate determined as of such CMT Rate Interest Determination Date shall be the CMT Rate in effect on such CMT Rate Interest Determination Date.If two such U.S. Treasury securities with an original maturity greater than the Index Maturity have remaining terms to maturity equally close to the Index Maturity, the quotes for the Treasury security with the shorter original term to maturity will be used.

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          (ii)If “CMT Moneyline Telerate Page 7052” is the specified CMT Moneyline Telerate Page on the face hereof, the CMT Rate on the CMT Rate Interest Determination Date shall be a percentage equal to the one-week or one-month, as specified on the face hereof, average yield for U.S. Treasury securities at “constant maturity” having the Index Maturity as set forth in H.15(519) opposite the caption “Treasury constant maturities,” as such yield is displayed on Moneyline Telerate (or any successor service) on page 7052 (or any other page as may replace such page on such service) (“Moneyline Telerate Page 7052”) for the week or month, as applicable, ended immediately preceding the week or month, as applicable, in which such CMT Rate Interest Determination Date fal ls.If such rate does not appear on the Moneyline Telerate Page 7052, the CMT Rate on such CMT Rate Interest Determination Date shall be a percentage equal to the one-week or one-month, as specified on the face hereof, average yield for U.S. Treasury securities at “constant maturity” having the Index Maturity and for the week or month, as applicable, preceding such CMT Rate Interest Determination Date as set forth in H.15(519) opposite the caption “Treasury constant maturities.”If such rate does not appear in H.15(519), the CMT Rate on such CMT Rate Interest Determination Date shall be the one-week or one-month, as specified on the face hereof, average yield for U.S. Treasury securities at “constant maturity” having the Index Maturity as otherwise announced by the Federal Reserve Bank of New York for the week or month, as applicable, ended immediately preceding the week or month, as applic able, in which such CMT Rate Interest Determination Date falls.If the Federal Reserve Bank of New York does not publish a one-week or one-month, as specified on the face hereof, average yield on U.S. Treasury securities at “constant maturity” having the Index Maturity for the applicable week or month, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices at approximately 3:30 P.M., New York City time, on such CMT Rate Interest Determination Date of three Reference Dealers selected by the Calculation Agent (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)) for U.S. Treasury securities with an original maturity equal to the Index Mat urity, a remaining term to maturity of no more than 1 year shorter than the Index Maturity and in a principal amount that is representative for a single transaction in such securities in such market at such time.If fewer than five but more than two such prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be the rate on the CMT Rate Interest Determination Date calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained and neither the highest nor lowest of such quotations shall be eliminated.If fewer than three prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield-to-maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 P.M., New York City time, on such CMT Rate Interest Determination Date of thre e Reference Dealers selected by the Calculation Agent (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)) for U.S. Treasury securities with an original maturity longer than the Index Maturity, a remaining term to maturity closest to the Index Maturity and in a principal amount that is representative for a single

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transaction in such securities in such market at such time.If fewer than five but more than two such prices are provided as requested, the CMT Rate on such CMT Rate Interest Determination Date shall be the rate on the CMT Rate Interest Determination Date calculated by the Calculation Agent based on the arithmetic mean of the bid prices obtained and neither the highest nor lowest of such quotations shall be eliminated; provided, however, that if fewer than three such prices are provided as requested, the CMT Rate determined as of such CMT Rate Interest Determination Date shall be the CMT Rate in effect on such CMT Rate Interest Determination Date.If two U.S. Treasury securities with an original maturity greater than the Index Maturity have remaining terms to maturity equally close to the Index Maturity, the quotes for the Treasury security w ith the shorter original term to maturity will be used.

          Determination of Commercial Paper Rate.If an Interest Rate Basis for this Note is the Commercial Paper Rate, as indicated on the face hereof, the Commercial Paper Rate shall be determined as of the applicable Interest Determination Date (a “Commercial Paper Rate Interest Determination Date”), as the Money Market Yield (as hereinafter defined) on such date of the rate for commercial paper having the Index Maturity specified on the face hereof as published in H.15(519) under the caption “Commercial paper-Nonfinancial” or, if not so published by 3:00 P.M., New York City time, on the related Calculation Date, the Money Market Yield of the rate on such Commercial Paper Rate Interest Determination Date for commercial paper having the Index Maturity specified on the face hereof as published in H.15 Daily Update (as hereinafter de fined), or such other recognized electronic source used for the purpose of displaying such rate, under the caption “Commercial paper-Nonfinancial.”If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time, on such Calculation Date, then the Commercial Paper Rate on such Commercial Paper Rate Interest Determination Date will be calculated by the Calculation Agent and shall be the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 A.M., New York City time, on such Commercial Paper Rate Interest Determination Date of three leading dealers of U.S. dollar commercial paper in The City of New York (which may include one or more of the Agents or their affiliates) selected by the Calculation Agent for commercial paper having the Index Maturity specified on the face hereof placed for industrial issuers whose bond rating is “Aa,” or the equ ivalent, from a nationally recognized statistical rating organization; provided, however, that if the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate determined as of such Commercial Paper Rate Interest Determination Date will be the Commercial Paper Rate in effect on such Commercial Paper Rate Interest Determination Date.

          “Money Market Yield” means a yield (expressed as a percentage) calculated in accordance with the following formula:

Money Market Yield =   D x 360  x 100

360 - (D x M)

where “D” refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal and “M” refers to the actual number of days in the applicable Interest Reset Period.

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          Determination of Eleventh District Cost of Funds Rate.If an Interest Rate Basis for this Note is the Eleventh District Cost of Funds Rate, as specified on the face hereof, the Eleventh District Cost of Funds Rate shall be determined as of the applicable Interest Determination Date (an “Eleventh District Cost of Funds Rate Interest Determination Date”) as the rate equal to the monthly weighted average cost of funds for the calendar month immediately preceding the month in which such Eleventh District Cost of Funds Rate Interest Determination Date falls as set forth under the caption “11th District” on the display on Moneyline Telerate, Inc. (or any successor service) on page 7058 (or any other page as may replace such page on such service) (“Moneyline Telerate Page 7058”) as of 11:00 A.M., San Francisco time, on s uch Eleventh District Cost of Funds Rate Interest Determination Date.If such rate does not appear on Moneyline Telerate Page 7058 on such Eleventh District Cost of Funds Rate Interest Determination Date, then the Eleventh District Cost of Funds Rate on such Eleventh District Cost of Funds Rate Interest Determination Date shall be the monthly weighted average cost of funds paid by member institutions of the Eleventh Federal Home Loan Bank District that was most recently announced (the “Index”) by the FHLB of San Francisco as such cost of funds for the calendar month, immediately preceding such Eleventh District Cost of Funds Rate Interest Determination Date.If the FHLB of San Francisco fails to announce the Index on or prior to such Eleventh District Cost of Funds Rate Interest Determination Date for the calendar month immediately preceding such Eleventh District Cost of Funds Rate Interest Determination Date , the Eleventh District Cost of Funds Rate determined as of such Eleventh District Cost of Funds Rate Interest Determination Date will be the Eleventh District Cost of Funds Rate in effect on such Eleventh District Cost of Funds Rate Interest Determination Date.

          Determination of Federal Funds Rate.If an Interest Rate Basis for this Note is the Federal Funds Rate, as indicated on the face hereof, the Federal Funds Rate shall be determined as of the applicable Interest Determination Date (a “Federal Funds Rate Interest Determination Date”), as the rate on such date for U.S. dollar federal funds as published in H.15(519) under the heading “Federal Funds (Effective),” as such rate is displayed on Moneyline Telerate (or any successor service) on page 120 (or any other page as may replace such page on such service) (“Moneyline Telerate Page 120”), or, if such rate does not appear on Moneyline Telerate Page 120 or is not so published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on such Federal Funds Rate Interest Determination Date for U.S. dollar federal funds as published inH.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “Federal Funds (Effective).”If such rate does not appear on Moneyline Telerate Page 120 or is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time, on the Calculation Date, then the Federal Funds Rate on such Federal Funds Rate Interest Determination Date shall be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight U.S. dollar federal funds arranged by three leading brokers of U.S. dollar federal funds transactions in The City of New York (which may include one or more of the Agents or their affiliates) selected by the Calculation Agent prior to 9:00 A.M., New York City time, on such Federal Funds Rate Interest Determina tion Date; provided, however, that if the brokers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate determined as of such Federal Funds Rate Interest Determination Date will be the Federal Funds Rate in effect on such Federal Funds Rate Interest Determination Date.

          Determination of J.J. Kenny Rate.If an Interest Rate Basis for this Note is the J.J. Kenny Rate, as specified on the face hereof, the J.J. Kenny Rate shall be determined as of the applicable

A-2-15

Interest Determination Date (a “J.J. Kenny Rate Interest Determination Date”) as the rate in the high grade weekly index (the “Weekly Index”) on such date made available by Kenny Information Systems (“Kenny”) to the Calculation Agent.The Weekly Index Maturity is, and shall be, based upon 30-day yield evaluations at par of bonds, the interest of which is exempt from Federal income taxation under the Internal Revenue Code of 1986 (the “Code”), of not less than five high grade component issuers selected by Kenny which shall include, without limitation, issuers of general obligation bonds.The specific issuers included among the component issuers may be changed from time to time by Kenny in its discretion.The bonds on which the Weekly Index is based shall not include any bonds on whi ch the interest is subject to a minimum tax or similar tax under the Code unless all tax-exempt bonds are subject to such tax.In the event Kenny ceases to make available such Weekly Index, a successor indexing agent will be selected by the Calculation Agent, such index to reflect the prevailing rate for bonds rated in the highest short-term rating category by Moody’s Investors Service, Inc. and Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. in respect of issuers most closely resembling the high grade component issuers selected by Kenny for its Weekly Index, the interest on which is (i) variable on a weekly basis, (ii) exempt from Federal income taxation under the Code and (iii) not subject to a minimum tax or similar tax under the Code unless all tax-exempt bonds are subject to such tax.If such successor indexing agent is not available, the rate for any J.J. Kenny Interest Determination Date shall be 67% of the rate determined as if the Treasury Rate option had been originally selected.The Calculation Agent shall calculate the J.J. Kenny Rate in accordance with the foregoing.

          Determination of LIBOR.If an Interest Rate Basis for this Note is LIBOR, as indicated on the face hereof, LIBOR shall be determined by the Calculation Agent as of the applicable Interest Determination Date (a “LIBOR Interest Determination Date”) in accordance with the following provisions:

          (i)LIBOR will be either:(a) if “LIBOR Moneyline Telerate” is specified on the face hereof or if neither “LIBOR Reuters” nor “LIBOR Moneyline Telerate” is specified on the face hereof as the method for calculating LIBOR, the rate for deposits in the Designated LIBOR Currency having the Index Maturity specified on the face hereof, commencing on the Interest Reset Date following such LIBOR Determination Date, that appears on the Designated LIBOR Page (as defined hereinafter) as of 11:00 A.M., London time, on such LIBOR Interest Determination Date; or (b) if “LIBOR Reuters” is specified on the face hereof, the arithmetic mean of the offered rates (unless the Designated LIBOR Page by its terms provides only for a single rate, in which case such single rate shall be used) for deposits in the Designated LIBOR Currency having the Index Maturity specified on the face hereof, commencing on such Interest Reset Date, that appear (or, if only a single rate is required as aforesaid, appears) on the Designated LIBOR Page as of 11:00 A.M., London time, on such LIBOR Interest Determination Date.If fewer than two such offered rates so appear, or if no such rate so appears, as applicable, LIBOR on such LIBOR Interest Determination Date will be determined in accordance with the provisions described in clause (ii) below.

          (ii)With respect to a LIBOR Interest Determination Date on which fewer than two offered rates appear, or no rate appears, as the case may be, on the Designated LIBOR Page as specified in clause (i) above, the Calculation Agent shall request the principal London offices of each of four major reference banks (which may include affiliates of the

A-2-16

Agents) in the London interbank market, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in the Designated LIBOR Currency for the period of the Index Maturity specified on the face hereof, commencing on the Interest Reset Date following such LIBOR Determination Date, to prime banks in the London interbank market at approximately 11:00 A.M., London time, on such LIBOR Interest Determination Date and in a principal amount that is representative for a single transaction in the Designated LIBOR Currency in such market at such time.If at least two such quotations are so provided, then LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean calculated by the Calculation Agent of such quotations.If fewer than two such quotations a re so provided, then LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean calculated by the Calculation Agent of the rates quoted at approximately 11:00 A.M., in the applicable Principal Financial Center, on such LIBOR Interest Determination Date by three major banks (which may include affiliates of one or more of the Agents) in such Principal Financial Center selected by the Calculation Agent for loans in the Designated LIBOR Currency to leading European banks, having the Index Maturity specified on the face hereof and in a principal amount that is representative for a single transaction in the Designated LIBOR Currency in such market at such time; provided, however, that if the banks so selected by the Calculation Agent are not quoting as mentioned in this sentence, LIBOR determined as of such LIBOR Interest Determination Date shall be LIBOR in effect on such LIBOR Interest Determination Date.

          “Designated LIBOR Currency” means the currency specified on the face hereof as to which LIBOR shall be calculated or, if no such currency is specified on the face hereof, U.S. dollars.

          “Designated LIBOR Page” means (a) if “LIBOR Reuters” is specified on the face hereof, the display on the Reuters Monitor Money Rates Service (or any successor service) on the page specified on the face hereof (or any other page as may replace such page on such service) for the purpose of displaying the London interbank rates of major banks for the Designated LIBOR Currency, or (b) if “LIBOR Moneyline Telerate” is specified on the face hereof or neither “LIBOR Reuters” nor “LIBOR Moneyline Telerate” is specified on the face hereof as the method for calculating LIBOR, the display on Moneyline Telerate (or any successor service) on the page specified on the face hereof (or any other page as may replace such page on such service) for the purpose of displaying the London interbank rates of major banks for the Designated LIBOR Currency.

          “Principal Financial Center” means (i) the capital city of the country issuing the specified currency, or (ii) the capital city of the country to which the Designated LIBOR Currency, if applicable, relates, except, in each case, that with respect to U.S. dollars, Australian dollars, Canadian dollars, euros, South African rand and Swiss francs, the “Principal Financial Center” shall be The City of New York, Sydney, Toronto, The City of London (solely in the case of the Designated LIBOR currency), Johannesburg and Zurich, respectively.

          Determination of Prime Rate.If an Interest Rate Basis for this Note is the Prime Rate, as indicated on the face hereof, the Prime Rate shall be determined as of the applicable Interest Determination Date (a “Prime Rate Interest Determination Date”), as the rate on such date as such rate is published in H.15(519) under the caption “Bank prime loan” or, if not published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on such Prime Rate Interest

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Determination Date as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “Bank prime loan.”If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time, on the related Calculation Date, then the Prime Rate shall be the arithmetic mean calculated by the Calculation Agent of the rates of interest publicly announced by each bank that appears on the Reuters Screen USPRIME 1 Page (as hereinafter defined) as such bank’s prime rate or base lending rate as of 11:00 A.M., New York City time, on such Prime Rate Interest Determination Date.If fewer than four such rates so appear on the Reuters Screen USPRIME 1 Page for such Prime Rate Interest Determination Date by 3:00 P.M., New York City time, on the related Calculation Date, then the Prime Rate shall be the arithmetic mean calculated by the Calculation Agent of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such Prime Rate Interest Determination Date by three major banks (which may include affiliates of one or more of the Agents) in The City of New York selected by the Calculation Agent; provided, however, that if the banks so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Prime Rate determined as of such Prime Rate Interest Determination Date will be the Prime Rate in effect on such Prime Rate Interest Determination Date.

          “Reuters Screen USPRIME 1 Page” means the display on the Reuters Monitor Money Rates Service (or any successor service) on the “USPRIME 1 Page” (or such other page as may replace the USPRIME 1 Page on such service) for the purpose of displaying prime rates or base lending rates of major U.S. banks.

          Determination of Treasury Rate.If an Interest Rate Basis for this Note is the Treasury Rate, as specified on the face hereof, the Treasury Rate shall be determined as of the applicable Interest Determination Date (a “Treasury Rate Interest Determination Date”), as the rate from the auction held on such Treasury Rate Interest Determination Date (the “Auction”) of direct obligations of the U.S. (“Treasury Bills”) having the Index Maturity specified on the face hereof under the caption “INVESTMENT RATE” on the display on Moneyline Telerate (or any successor service) on page 56 (or any other page as may replace such page on such service) (“Moneyline Telerate Page 56”) or page 57 (or any other page as may replace such page on such service) (“Moneyline Telerate Page 57”) or, if not so publ ished by 3:00 P.M., New York City time, on the related Calculation Date, the Bond Equivalent Yield (as hereinafter defined) of the rate for such Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate,

A-2-18

under the caption “U.S. Government Securities/Treasury Bills/Auction High.”If such rate is not so published in H.15 Daily Update or another recognized-electronic source by 3:00 P.M., New York City time, on the related Calculation Date, the Treasury Rate on such Treasury Rate Interest Determination Date shall be the Bond Equivalent Yield of the auction rate of such Treasury Bills as announced by the U.S. Department of the Treasury.In the event that such auction rate is not so announced by the U.S. Department of the Treasury on such Calculation Date, or if no such Auction is held, then the Treasury Rate on such Treasury Rate Interest Determination Date shall be the Bond Equivalent Yield of the rate on such Treasury Rate Interest Determination Date of Treasury Bills having the Index Maturity specified on the face hereof as published in H.15(519) under the caption “U.S. government securities/Treasury bills/secondary market” or, if not yet published by 3:00 P.M., New York City time, on the related Calculation Date, the rate on such Treasury Rate Interest Determination Date of such Treasury Bills as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “U.S. government securities/Treasury bills/secondary market.”If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time, on the related Calculation Date, then the Treasury Rate on such Treasury Rate Interest Determination Date shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates, as of app roximately 3:30 P.M., New York City time, on such Treasury Rate Interest Determination Date, of three leading primary U.S. government securities dealers (which may include one or more of the Agents or their affiliates) selected by the Calculation Agent, for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity specified on the face hereof; provided, however, that if the dealers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Treasury Rate determined as of such Treasury Rate Interest Determination Date will be the Treasury Rate in effect on such Treasury Rate Interest Determination Date.

“Bond Equivalent Yield” means a yield (expressed as a percentage) calculated in accordance with the following formula:

Bond Equivalent Yield=	D x N	x 100
	360 - (D x M)

where “D” refers to the applicable per annum rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal, “N” refers to 365 or 366, as the case may be, and “M” refers to the actual number of days in the applicable Interest Reset Period.

Any provision contained herein, including the determination of an Interest Rate Basis, the specification of an Interest Rate Basis, calculation of the interest rate applicable to this Note, its Interest Payment Dates or any other matter relating hereto may be modified as specified in an Addendum relating hereto if so specified on the face hereof.

Notwithstanding the foregoing, the interest rate hereon shall not be greater than the Maximum Interest Rate, if any, or less than the Minimum Interest Rate, if any, specified on the face hereof.In addition to any Maximum Interest Rate applicable hereto pursuant to the above provisions, the interest rate on this Note will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by U.S. law of general application.The Calculation Agent shall calculate the interest rate hereon in accordance with the foregoing on or before each Calculation Date.Unless otherwise specified on the face hereof, JPMorgan Chase Bank, National Association will be the Calculation Age nt.

At the request of the holder hereof, the Calculation Agent shall provide to the holder hereof the interest rate hereon then in effect and, if determined, the interest rate which shall become effective as of the next Interest Reset Date.

If this Note is an Original Issue Discount Note and if an Event of Default with respect to this Note shall have occurred and be continuing, the Default Amount (as defined hereafter) of this Note may be declared due and payable in the manner and with the effect provided herein.The “Default Amount” shall be equal to the adjusted issue price as of the first day of the accrual period, as

A-2-19

determined under Final Treasury Regulation Section 1.1272-1(b)(1)(ii) (or successor regulation) under the U.S. Internal Revenue Code of 1986, as amended, in which the date of acceleration occurs increased by the daily portion of the accrued original issue discount for each day in such accrual period ending on the date of acceleration, as determined under Final Treasury Regulation Section 1.1272-1(b)(1) (or successor regulation) under the U.S. Internal Revenue Code of 1986, as amended.Upon payment of (i) the principal, or premium, if any, so declared due and payable and (ii) interest on any overdue principal and overdue interest or premium, if any (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Bank's obligations in respect of the payment of principal of, premium, if any, and interest on, this Note shall terminate.

In case any Note shall at any time become mutilated, destroyed, lost or stolen, and such Note or evidence of the loss, theft or destruction thereof satisfactory to the Bank and the Fiscal and Paying Agent and such other documents or proof as may be required by the Bank and the Fiscal and Paying Agent shall be delivered to the Fiscal and Paying Agent, the Bank shall issue a new Note, of like tenor and principal amount, having a serial number not contemporaneously outstanding, in exchange and substitution for the mutilated Note or in lieu of the Note destroyed, lost or stolen but, in the case of any destroyed, lost or stolen Note, only upon receipt of evidence satisfactory to the Bank and the Fiscal and Paying Agent that such Note was destroyed, stolen or lost, and, if required, upon receipt of indemnity satisfactory to the Bank and the Fiscal and Paying Agent.Upon the issuance of any substituted Note, the Bank and the Fiscal and Paying Agent may require the payment of a sum sufficient to cover all expenses and reasonable charges connected with the preparation and delivery of a new Note.If any Note that has matured or has been redeemed or repaid or is about to mature or to be redeemed or repaid shall become mutilated, destroyed, lost or stolen, the Bank may, instead of issuing a substitute Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Note) upon compliance by the holder with the provisions of this paragraph.

No recourse shall be had for the payment of principal of, premium, if any, or interest on, this Note for any claim based hereon, or otherwise in respect hereof, against any shareholder, employee, agent, officer or director, as such, past, present or future, of the Bank or of any successor corporation, banking association or other legal entity (collectively, “corporation”), either directly or through the Bank or any corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

The occurrence of any of the following events shall constitute an “Event of Default” with respect to this Note: (i) default in the payment of any interest with respect to any of the Notes issued by the Bank when due, which continues for 30 calendar days; (ii) default in the payment of any principal of, or premium, if any, on, any of the Notes issued by the Bank when due; (iii) the entry by a court having jurisdiction in the premises or administrative or governmental agency or body of (a) a decree or order for relief in respect of the Bank in an involuntary case or proceeding under any applicable U.S. federal or state bankruptcy, insolvency, reorganization or other similar law or (b) a decree or order appointing a conservator, receiver, liquidator, assignee, trustee, sequestrator or any other similar official of the Bank, or of substantially all of the property of the Bank, or ordering the winding up or liquidation of the affairs of the Bank, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive

A-2-20

days; or (iv) the commencement by the Bank of a voluntary case or proceeding under any applicable U.S. federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated as bankrupt or insolvent, or the consent by the Bank to the entry of a decree or order for relief in an involuntary case or proceeding under any applicable U.S. federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding, or the filing by the Bank of a petition or answer or consent seeking reorganization or relief under any applicable U.S. federal or state bankruptcy, insolvency, reorganization or similar law, or the consent by the Bank to the filing of such petition or to the appointment of or taking possession by a custodian, conservator, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Bank or of substantially all of the property of the Bank, or the maki ng by the Bank of an assignment for the benefit of creditors, or the taking of corporate action by the Bank in furtherance of any such action.If an Event of Default shall occur and be continuing, the holder of this Note may declare the principal amount of, accrued interest and premium, if any, on, this Note due and payable immediately by written notice to the Bank.Upon such declaration and notice, such principal amount, accrued interest and premium, if any, shall become immediately due and payable.Any Event of Default with respect to this Note may be waived by the holder hereof.

The Fiscal and Paying Agency Agreement provides that the Bank will promptly notify, and provide copies of any such notice to, the Fiscal and Paying Agent, and the Fiscal and Paying Agent will promptly mail by first-class mail, postage prepaid, copies of such notice to the holders of the Notes, upon the occurrence of an Event of Default or of the curing or waiver of an Event of Default.

Nothing contained herein shall prevent any consolidation or merger of the Bank with any other corporation or successive consolidations or mergers in which the Bank or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of the property of the Bank as an entirety or substantially as an entirety to any other corporation authorized to acquire and operate the same; provided, however (and the Bank hereby covenants and agrees) that any such consolidation, merger, sale or conveyance shall be upon the condition that: (i) immediately after such consolidation, merger, sale or conveyance the corporation (whether the Bank or such other corporation) formed by or surviving any such consolidation or merger, or the corporation to which such sale or conveyance shall have been made, shall not be in default in the performance or observance of any of the terms, covenants and conditions of this Note to be observed or performed by the Bank; and (ii) the corporation (if other than the Bank) formed by or surviving any such consolidation or merger, or the corporation to which such sale or conveyance shall have been made, shall be organized under the laws of the United States of America or any state thereof or the District of Columbia and shall expressly assume the due and punctual payment of the principal of, premium, if any, and interest on, this Note.In case of any such consolidation, merger, sale, conveyance, transfer or lease, and upon the assumption by the successor corporation of the due and punctual performance of all of the covenants in this Note to be performed or observed by the Bank, such successor corporation shall succeed to and be substituted for the Bank with the same effect as if it had been named in this Note as the Bank and thereafter the predecessor corporation shall be relieved of all oblig ations and covenants in this Note and may be liquidated and dissolved.

A-2-21

Any action by the holder of this Note shall bind all future holders of this Note, and of any Note issued in exchange or substitution herefor or in place hereof, in respect of anything done or permitted by the Bank or by the Fiscal and Paying Agent in pursuance of such action.

The Fiscal and Paying Agent shall maintain at its offices a register (the register maintained in such office or any other office or agency of the Fiscal and Paying Agent, herein referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Fiscal and Paying Agent shall provide for the registration of the Notes and of transfers of the Notes.

The transfer of this Note is registrable in the Note Register, upon surrender of this Note for registration of transfer at the office or agency of the Fiscal and Paying Agent in the Place of Payment, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Bank and the Fiscal and Paying Agent duly executed by, the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

No provision of this Note shall alter or impair the obligation of the Bank, which is absolute and unconditional, to pay principal of, premium, if any, and interest on, this Note in U.S. dollars at the times, places and rate herein prescribed in accordance with its terms.

No service charge shall be made to a holder of this Note for any transfer or exchange of this Note, but the Bank may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.

Beneficial interests represented by this Note are exchangeable for definitive Notes in registered form, of like tenor and of an equal aggregate principal amount, only if (x) The Depository Trust Company, as Depositary (the “Depositary”) notifies the Bank that it is unwilling or unable to continue as Depositary for this Note or if at any time the Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed by the Bank within 60 days, (y) the Bank in its sole discretion determines that this Note shall be exchangeable for definitive Notes in registered form or (z) any event shall have happened and be continuing that, after notice or lapse of time or both, would become an Event of Default.Any Note representing such beneficial interests that is exc hangeable pursuant to the preceding sentence shall be exchangeable in whole for definitive Notes in registered form, of like tenor and of an equal aggregate principal amount, in minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof.Such definitive Notes shall be registered in the name or names of such person or persons as the Depositary shall instruct the Fiscal and Paying Agent.

Prior to due presentment of this Note for registration of transfer, the Bank, the Fiscal and Paying Agent or any agent of the Bank or the Fiscal and Paying Agent may treat the holder in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Bank, the Fiscal and Paying Agent nor any such agent shall be affected by notice to the contrary except as required by applicable law.

All notices to the Bank under this Note shall be in writing and addressed to the Bank, c/o First Tennessee Bank National Association, 165 Madison Avenue, Memphis, Tennessee38103,

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Attention:Senior Vice President – Funds Management, facsimile (901) 523-4306, or to such other address of the Bank as the Bank may notify the holder of this Note.

This Note shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of laws principles, and all applicable federal laws and regulations.

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ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of the within Note, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM	—	as tenants in common
TEN ENT	—	as tenants by the entireties
JT TEN	—	as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT MIN ACT		—	______________ Custodian _____________ (Cust)(Minor) under Uniform Gifts to Minors Act

(State)

Additional abbreviations may also be used

though not in the above list.

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ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto _________________________________________________________________

______________________________________________________________________________

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER TAX IDENTIFYING NUMBER OF ASSIGNEE

______________________________________________________________________________

______________________________________________________________________________

(Please print or typewrite name and address,

including postal zip code, of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints

______________________________________________________________________________

______________________________________________________________________________

to transfer said Note on the books of the Fiscal and Paying Agent, with full power of substitution in the premises.

Dated:____________________________________________________________

                      &nb sp;                                                                                             NOTICE:The signature to this assignment must correspond
with the name as written upon the face of the within Note in
every particular, without alteration or enlargement or any change
whatsoever.

________________________________

Signature Guarantee

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OPTION TO ELECT REPAYMENT

The undersigned hereby irrevocably request(s) and instruct(s) the Bank to repay this Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount hereof to be repaid, together with accrued and unpaid interest hereon, payable to the date of repayment, to the undersigned, at _________________________________ _____________________________________________________________________________.

(Please print or typewrite name and address of the undersigned)

For this Note to be repaid, the undersigned must give to the Fiscal and Paying Agent at its offices located at 3800 Colonnade Parkway, Suite 490, Birmingham, Alabama 35243, Attention: Corporate Trust Department, Telecopy: (205) 968-9145, or at such other place or places of which the Bank shall from time to time notify the holder of this Note, not more than 60 days nor less than 30 days prior notice to the date of repayment, with this “Option to Elect Repayment” form duly completed.

If less than the entire principal amount of this Note is to be repaid, specify the portion hereof (which shall be increments of $1,000) which the holder elects to have repaid and specify the denomination or denominations (which shall be $250,000 or an integral multiple of $1,000 in excess thereof) of the Notes to be issued to the holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid):

$____________________________________________________________

NOTICE:The signature on this

Dated:________________________“Option to Elect Repayment” form must correspond with the name as written upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever.

________________________________

Signature Guarantee

A-2-26

EX-4

INTEREST CALCULATION AGREEMENT

between


FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as Issuer

and

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Calculation Agent

THIS INTEREST CALCULATION AGREEMENT is made as of February 18, 2005 between First Tennessee Bank National Association, a national banking association (the “Bank”), as issuer, and JPMorgan Chase Bank, National Association as the interest calculation agent (the “Calculation Agent,” which term shall include any successor thereto).

WHEREAS, the Bank proposes to issue and sell on a continuous basis floating rate bank notes (“Floating Rate Notes”) and fixed rate bank notes (“Fixed Rate Notes”) (the Fixed Rate Notes and Floating Rate Notes are collectively referred to herein as the “Notes”) pursuant to the terms and conditions of a distribution agreement, dated February 18, 2005 (the “Distribution Agreement”), by and among the Bank and the agents named therein (the “Agents,” such term to include any additional agent that may be appointed by the Bank and described in a written notice to the Agents, the Fiscal and Paying Agent (as defined below) and the Calculation Agent) up to such aggregate principal amount as may from time to time be authorized by the Bank to be at any time outstanding;

WHEREAS, the Bank desires to appoint JPMorgan Chase Bank, National Association as Calculation Agent and JPMorgan Chase Bank, National Association desires to accept such appointment, pursuant to the terms and conditions set forth herein; and

WHEREAS, the Bank is entitled to the benefits of the fiscal and paying agency agreement (the “Fiscal and Paying Agency Agreement”), dated as of February 18, 2005, between the Bank andJPMorgan Chase Bank, National Association, as Fiscal and Paying Agent (the “Fiscal and Paying Agent”);

NOW IT IS HEREBY AGREED THAT:

SECTION 1.Appointment of Calculation Agent.The Bank hereby appoints JPMorgan Chase Bank, National Association as Calculation Agent with respect to any Floating Rate Notes to be issued by the Bank under the Fiscal and Paying Agency Agreement.The Calculation Agent hereby accepts its appointment as an independent party for the purposes of calculating the interest rate of, and the amount of interest payable on, the Floating Rate Notes, for each interest accrual period, upon the terms and conditions set forth herein.The calculation of the interest rate bases for the interest rates applicable to a Floating Rate Note shall be determined by reference to such interest rate basis or bases specified in the form of each Floating Rate Note supplied to the Calculation Agent.

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SECTION 2.Calculation of Interest Rate Bases.(a)The Calculation Agent shall calculate the interest rate of, and the amount of interest payable on, the Floating Rate Notes for each interest accrual period and shall communicate the same to the Bank and the Fiscal and Paying Agent upon the terms and conditions contained herein.The Bank shall cause the Fiscal and Paying Agent to provide the Calculation Agent with not less than two (2) but not more than seven (7) Business Days’ notice of the Interest Determination Date (as defined in the applicable Floating Rate Note) with respect to which a particular Floating Rate Note calculation is to be made by the Calculation Agent, and the Calculation Agent shall notify the Fiscal and Paying Agent of such Floating Rate Note calculation on or before the applicable Calculation Date (as defined in the Floating Rate Note) and shall confirm such calculation in writing within twenty-four (24) hours after so notifying the Fiscal and Paying Agent.

(b)In no event shall the interest rate on the Floating Rate Notes be less than the Minimum Interest Rate, if any, or higher than the Maximum Interest Rate, if any, designated in the applicable Floating Rate Note and related pricing supplement (each, a “Pricing Supplement”), and in no event shall the interest rate on the Floating Rate Notes be higher than the maximum rate permitted by New York law as the same may be modified by U.S. law of general application.

(c)The Calculation Agent shall calculate the amount of interest payable on each Floating Rate Note in the manner and at the times set forth in each such Floating Rate Note.

(d)The Calculation Agent will, upon the request of any holder of a Floating Rate Note, provide the interest rate then in effect, and the interest rate which will become effective as a result of a determination made on the most recent Interest Determination Date with respect to such Floating Rate Note.

SECTION 3.Status of Calculation Agent.Any acts taken by the Calculation Agent under this Agreement or in connection with any Floating Rate Notes, including, specifically, but without limitation, the calculation of any interest rate for a Floating Rate Note, shall be deemed to have been taken by the Calculation Agent solely in its capacity as an agent acting on behalf of the Bank and shall not create or imply any obligation to, or any trust or agency relationship with, any of the owners or holders of the Floating Rate Notes.

SECTION 4.Fees and Expenses.The Calculation Agent shall be entitled to such compensation for its services under this Agreement as may be agreed upon with the Bank, and the Bank shall pay such compensation and shall reimburse the Calculation Agent for all reasonable expenses, disbursements and advances (including reasonable legal fees and expenses) incurred or made by the Calculation Agent pursuant to the services rendered by it under this Agreement upon receipt of such invoices as the Bank may reasonably require.

SECTION 5.Rights and Liabilities of the Calculation Agent.From time to time, the Bank will furnish the Calculation Agent with a written list of the names of officers of the Bank authorized to give instructions and notices on behalf of the Bank hereunder (each, an “Instructing Representative”).The Calculation Agent shall be protected and shall incur no liability for, or in respect of, any action taken or omitted to be taken, or suffered by it in reliance upon any Floating Rate Note or written instruction, notice, request, direction, order, certificate, consent, report, affidavit, statement or other paper, document or communication reasonably believed by it in good faith to be genuine and to have been approved or signed by the proper party or parties.Any instruction, n otice, request, direction, order, certificate,

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consent, report, affidavit, statement or other paper, document or communication from the Bank or given by it and sent, delivered or directed to the Calculation Agent under, pursuant to, or as permitted by, any provision of this Agreement shall be sufficient for purposes of this Agreement if such instruction, notice, request, direction, order, certificate, consent, report, affidavit, statement, or other paper, document, communication or comment is in writing and signed by an Instructing Representative.The Calculation Agent may conclusively rely, as to the truth of the statements expressed therein, upon any order, written instruction, notice, request, direction, certificate, consent, report, affidavit, statement, or other paper, document or communication, reasonably believed by it in good faith to be genuine, from the Bank or given by it and sent, delivered or directed to the Calculation Agent and conforming to the requi rements of this Agreement, and the Calculation Agent shall be protected in acting upon any such order, written instruction, notice, request, direction, certificate, consent, report, affidavit, statement, or other paper, document or communication.The Calculation Agent may consult with counsel satisfactory to it and the advice of such counsel or any opinion of counsel shall constitute full and complete authorization and protection of the Calculation Agent with respect to any action taken, omitted to be taken, or suffered by it hereunder in good faith and in accordance with and in reliance upon the advice of such counsel.The Calculation Agent shall not be liable for any error resulting from the use of or reliance on a source or publication required to be used by any Floating Rate Note, this Agreement or any other document.Neither the Calculation Agent nor its officers, direct ors, employees, agents or attorneys shall be liable to the Bank or any other party for any act or omission hereunder, or for any error of judgment made in good faith by it or them except in the case of gross negligence or willful misconduct.No party shall be liable for any default resulting from force majeure, which shall be deemed to include any circumstances beyond the reasonable control of the party affected.

SECTION 6.Duties of Calculation Agent.The Calculation Agent shall be obligated only to perform such duties as are specifically set forth herein and no other duties or obligations on the part of the Calculation Agent, in its capacity as such, shall be implied by this Agreement.

SECTION 7.Termination, Resignation or Removal of the Calculation Agent.The Calculation Agent may at any time terminate this Agreement by giving written notice to the Bank and the Fiscal and Paying Agent specifying the date on which the desired resignation shall become effective (the “Effective Date”); provided that such notice shall be given not less than sixty (60) calendar days prior to the Effective Date unless the Calculation Agent, the Bank and the Fiscal and Paying Agent otherwise agree in writing.The Bank may terminate this Agreement at any time by giving written notice to the Calculation Agent and specifying the Effective Date of such termination which shall be at least twenty (20) calendar days after the date of such notice and shall not be less than forty-five (45) calendar days prior to the next Inter est Payment Date.Notwithstanding the foregoing, no termination by either the Calculation Agent or the Bank shall become effective prior to the date of the appointment of a successor Calculation Agent and the acceptance of such appointment by such successor Calculation Agent as provided in Section 8 hereof.Upon termination by either party pursuant to the provisions of this Section, the Calculation Agent shall be entitled to the payment of any compensation owed to it by the

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Bank hereunder and to the reimbursement of all reasonable expenses incurred in connection with the services rendered by it hereunder, as provided by Section 4 hereof.The provisions of Sections 5, 9 and 13 hereof shall remain in full force and effect following termination by either party.

SECTION 8.Appointment of Successor Calculation Agent.In the event of the termination of this Agreement pursuant to Section 7 hereof, the Bank shall promptly appoint a successor Calculation Agent whose appointment shall become effective as of the Effective Date.Any successor Calculation Agent appointed by the Bank and approved by the Fiscal and Paying Agent following termination of this Agreement pursuant to the provisions of Section 7 hereof, shall execute and deliver to the original Calculation Agent, the Bank and the Fiscal and Paying Agent an instrument accepting such appointment.Thereupon, such successor Calculation Agent shall, without any further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of t he Calculation Agent and with like effect as if originally named as Calculation Agent hereunder, and the original Calculation Agent shall thereupon be obligated to transfer and deliver such relevant records or copies thereof maintained by the Calculation Agent in connection with the performance of its obligations hereunder.Upon the appointment of a successor Calculation Agent and acceptance by it of such appointment the Calculation Agent so superseded shall cease to be such Calculation Agent hereunder.In the event of termination of this Agreement by the Calculation Agent or the Bank pursuant to Section 7 hereof, if a successor Calculation Agent has not been appointed by the Bank by the Effective Date of such termination, the Calculation Agent may, at the expense of the Bank, petition any court of competent jurisdiction for appointment of a successor Calculation Agent.Any s uccessor Calculation Agent so appointed by such court shall immediately and without further act be superseded by any successor Calculation Agent appointed as provided above within one year from the date of the appointment by such court.

SECTION 9.Indemnification.The Bank shall indemnify and hold harmless the Calculation Agent, its officers, directors, agents or attorneys and employees from and against all actions, claims, damages, liabilities, losses and expenses (including legal and other professional fees and expenses) relating to or arising out of the acceptance of the appointment as Calculation Agent or out of actions or omissions from actions or alleged actions or omissions in any capacity hereunder, except actions, claims, damages, liabilities, losses and expenses caused by the gross negligence or willful misconduct of the Calculation Agent, its officers, directors, agents, attorneys or employees.The Calculation Agent shall incur no liability and shall be indemnified and held harmless by the Bank for any error resulting from use of or reliance on a source of publication required to be used by the Floating Rate Notes or this Agreement.The Calculation Agent shall incur no liability and shall be indemnified and held harmless by the Bank for, or in respect of, any actions taken, omitted to be taken or suffered to be taken in good faith by the Calculation Agent in reliance upon (i) an opinion or advice of counsel, or (ii) a written instruction from the Bank.The provisions of this Section shall survive the termination of this Agreement.

SECTION 10.Merger, Consolidation or Sale of Business by the Calculation Agent.Any corporation into which the Calculation Agent may be merged or consolidated, or any corporation resulting from any merger or consolidation to which the Calculation Agent may be a party, or any corporation to which the Calculation Agent may sell or otherwise transfer all

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or substantially all of its assets and business and which assumes the obligations of the Calculation Agent hereunder, shall, to the extent permitted by applicable law, become the Calculation Agent under this Agreement without the execution or filing of any paper or any further act by the parties hereto.Notice in writing of any such merger, consolidation or sale shall be given by the Calculation Agent to the Bank and to the Fiscal and Paying Agent prior to or upon the effectiveness of such merger, consolidation or sale.

SECTION 11.Notices.Any notice or other communication required to be given hereunder shall be delivered in person, sent by letter or by telecopy to the addresses given below or such other address as a party hereto may have subsequently specified in writing:

If to the Bank:

First Tennessee Bank National Association
165 Madison Avenue
Memphis, Tennessee38103
Attention:Senior Vice President – Funds Management
Facsimile Number:(901) 523-4306

If to the Calculation Agent:

JPMorgan Chase Bank, National Association
3800 Colonnade Parkway
Suite 490
Birmingham, Alabama 35243
Attention: Corporate Trust Department
Facsimile Number: (205) 968-9145

Any notice hereunder given by letter or telecopy shall be deemed to have been received when it would have been received in the ordinary course of post or transmission, as the case may be.

SECTION 12.Benefit of Agreement.Except as provided herein, this Agreement is solely for the benefit of the parties hereto and their successors and assigns and no other person shall acquire or have any rights under or by virtue hereof.The terms “successors” and “assigns” shall not include any purchaser of any Floating Rate Notes by reason merely of such purchase.

SECTION 13.Governing Law.This Agreement is to be delivered and performed in, and shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of New York applicable to agreements to be entered into and to be performed in such state without regard to conflicts of laws principles.

SECTION 14.Severability.If any provision of this Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any or all jurisdictions because it conflicts with any provision of any constitution, statute, rule or public policy or for any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any

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other case, circumstances or jurisdiction, or of rendering any other provision or provisions of this Agreement invalid, inoperative or unenforceable, to any extent whatsoever.

SECTION 15.Counterparts.This Agreement may be executed by the parties hereto in any number of counterparts, and by each of the parties hereto in separate counterparts, each of such counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

SECTION 16.Amendments.This Agreement may be amended from time to time by any instrument in writing executed and delivered by each of the parties hereto.

SECTION 17.Amendment of the Fiscal and Paying Agency Agreement.Anything in the Fiscal and Paying Agency Agreement to the contrary notwithstanding, any amendment or supplement thereto shall not become effective with respect to this Agreement or the Calculation Agent in its capacity as such unless and until the Calculation Agent shall have consented in writing to such amendment or supplement.

SECTION 18.Amendments to Forms of Notes.The Bank shall not, without first obtaining the prior written consent of the Calculation Agent, make any change to the Notes if such change would materially and adversely affect the Calculation Agent’s duties and obligations under this Agreement.

SECTION 19.Complete Agreement.This Agreement embodies the entire understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof.

SECTION 20.Conflicts with Other Agreements.In any conflict relating to the rights or obligations of the Calculation Agent in connection with calculation of interest on the Floating Rate Notes, the terms of this Agreement shall govern such rights and obligations.

SECTION 21.Ownership of Securities.The Calculation Agent, its officers, employees and shareholders may become theowners of or acquire any interest in any Notes, with the same rights that it or they would have if it were not the Calculation Agent, and may engage or be interested in any financial or other transaction with the Bank as freely as if it were not the Calculation Agent.

SECTION 22.Successors and Assigns.All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto, whether so expressed or not; provided, however, this Section 22 shall not by itself authorize any delegation of duties by the Calculation Agent or any assignment other than any assignment expressly permitted by the terms of this Agreement.

SECTION 23.Definitions.Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Fiscal and Paying Agency Agreement.

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SECTION 24.Pricing Supplements.The Bank shall promptly deliver copies of each Pricing Supplement to the Calculation Agent.

IN WITNESS WHEREOF, this Agreement has been entered into the day and year first above written.

FIRST TENNESSEE BANK NATIONAL
ASSOCIATION, as Issuer


By:
Name:
Title:

JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, as Calculation Agent


By:
Name:
Title:

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