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<SEC-DOCUMENT>0000950144-01-004077.txt : 20010329
<SEC-HEADER>0000950144-01-004077.hdr.sgml : 20010329
ACCESSION NUMBER:		0000950144-01-004077
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20001231
FILED AS OF DATE:		20010328

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FIRST TENNESSEE NATIONAL CORP
		CENTRAL INDEX KEY:			0000036966
		STANDARD INDUSTRIAL CLASSIFICATION:	NATIONAL COMMERCIAL BANKS [6021]
		IRS NUMBER:				620803242
		STATE OF INCORPORATION:			TN
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		
		SEC FILE NUMBER:	001-15185
		FILM NUMBER:		1581326

	BUSINESS ADDRESS:	
		STREET 1:		165 MADISON AVE
		CITY:			MEMPHIS
		STATE:			TN
		ZIP:			38103
		BUSINESS PHONE:		9015234638

	MAIL ADDRESS:	
		STREET 1:		165 MADISON AVE
		CITY:			MEMPHIS
		STATE:			TN
		ZIP:			38103

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FIRST TENNESSEE BANKS INC
		DATE OF NAME CHANGE:	19600201
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>g67684e10-k.txt
<DESCRIPTION>FIRST TENNESSEE NATIONAL CORPORATION
<TEXT>

<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                   FORM 10-K
(Mark One)
   [X]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended December 31, 2000
                                     - or -
   [ ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
             For the Transition period from __________ to__________

                        Commission File Number 000-4491

                      FIRST TENNESSEE NATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

TENNESSEE                                                62-0803242
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification Number)

165 MADISON AVENUE, MEMPHIS, TENNESSEE                   38103
(Address of principal executive offices)                 (Zip Code)

        Registrant's telephone number, including Area Code: 901-523-4444

          Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
 Title of Each Class                      Name of Exchange on which Registered
 -------------------                      ------------------------------------
 <S>                                      <C>
 $0.625 PAR VALUE COMMON CAPITAL STOCK    NEW YORK STOCK EXCHANGE, INC.
 (INCLUDING RIGHTS ATTACHED THERETO)
</TABLE>

        Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                           [X]   YES        NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
                                             -------

At February 23, 2001, the aggregate market value of the voting stock of the
registrant held by non-affiliates of the registrant was approximately $3.9
billion.

At February 23, 2001, the registrant had 128,190,138 shares of common stock
outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:

1.       Portions of Proxy Statement furnished to shareholders in connection
         with Annual Meeting of Shareholders scheduled for 4/17/01 - Parts I,
         II, III and IV.


<PAGE>   2


                                     PART I

                                     ITEM 1
                                    BUSINESS

General.

         First Tennessee National Corporation (the "Corporation") is a
Tennessee corporation incorporated in 1968. The Corporation is registered as a
bank holding company under the Bank Holding Company Act of 1956, as amended,
and elected, effective March 13, 2000, to become a financial holding company
pursuant to the provisions of the Gramm-Leach-Bliley Act. See "Supervision and
Regulation - Financial Modernization Legislation" below. At December 31, 2000,
the Corporation had total assets of $18.6 billion and ranked second in terms of
total assets among Tennessee-headquartered bank holding companies and ranked
46th nationally.

         Through its principal subsidiary, First Tennessee Bank National
Association (the "Bank"), and its other banking and banking-related
subsidiaries, the Corporation provides a broad range of financial services. The
Corporation is engaged in the commercial banking business. Significant
operations are also conducted in the mortgage banking, capital markets, and
transaction processing divisions, which are described in more detail in the
response to Item 7 of Part II hereof and Note 22 to the Consolidated Financial
Statements. During 2000 approximately 64% of revenues were provided by fee
income and approximately 36% of revenues were provided by net interest income.
As a financial holding company, the Corporation coordinates the financial
resources of the consolidated enterprise and maintains systems of financial,
operational and administrative control that allow coordination of selected
policies and activities.

         The Bank is a national banking association with principal offices in
Memphis, Tennessee. It received its charter in 1864 and operates primarily on a
regional basis. During 2000 it generated gross revenue (net interest income
plus noninterest income) of approximately $1.6 billion and contributed 98% of
consolidated net income from continuing operations. At December 31, 2000, the
Bank had $17.6 billion in total assets, $11.5 billion in total deposits, and
$11.4 billion in net loans. Within the State of Tennessee at December 31, 2000,
the Bank ranked second in terms of total assets and ranked first in deposit
market share in four of the state's five metropolitan regions. Nationally, it
ranked 49th among banks in terms of total assets as of September 30, 2000. On
December 31, 2000, the Corporation's subsidiary banks had 432 banking locations
(190 financial centers and 242 free-standing ATMs) in 23 Tennessee counties,
including all of the major metropolitan areas of the state, 20 banking
locations (including 13 free-standing ATMs) in Mississippi and 8 banking
locations (including 4 free-standing ATMs) in Arkansas, and consumer finance
offices in 10 states nationwide. First Horizon Home Loan Corporation, a
subsidiary of the Bank, and its affiliates, at December 31, 2000, provided
mortgage banking services through approximately 136 offices in 31 states and
ranked in the top 20 nationally in retail mortgage loan originations and
mortgage loan servicing. First Tennessee Capital Markets, a division of the
Bank, had at December 31, 2000, offices in 6 states and ranked as one of the
leading underwriters of U.S. agency debt.

         The Corporation provides the following services through its
subsidiaries:

         -        general banking services for consumers, businesses, financial
                       institutions, and governments
         -        mortgage banking services


                                       2
<PAGE>   3


         -        capital markets--primarily sales and underwriting of
                    bank-eligible securities and securities eligible for
                    underwriting by financial subsidiaries, mortgage loans and
                    advisory services, and equity research.
         -        transaction processing - credit card merchant processing,
                    nationwide check clearing services, and remittance
                    processing
         -        trust, fiduciary, and agency services
         -        credit card products
         -        discount brokerage and brokerage
         -        venture capital
         -        equipment finance
         -        investment and financial advisory services, including
                    investment advisor to First Funds, a family of mutual funds
         -        mutual fund sales as agent
         -        insurance sales as agent
         -        check processing software and systems
         -        private mortgage reinsurance
         -        consumer finance lending

                  An element of the Corporation's business strategy is to seek
acquisitions and consider divestitures that would enhance long-term shareholder
value. The Corporation has a department charged with this responsibility which
is constantly reviewing and developing opportunities to achieve this element of
the Corporation's strategy. Acquisitions and divestitures which closed during
the past three years are described in Note 2 to the Consolidated Financial
Statements contained in an Appendix to the Corporation's Proxy Statement
furnished to shareholders in connection with the Annual Meeting of Shareholders
scheduled for April 17, 2001 (herein referred to, including such Appendix, as
the "2001 Proxy Statement"), which note is incorporated herein by reference.

         All of the Corporation's subsidiaries are listed in Exhibit 21. The
Bank has filed notice with the Comptroller of the Currency ("Comptroller") as a
government securities broker/dealer. The Capital Markets division of the Bank
is registered with the Securities and Exchange Commission ("SEC") as a
municipal securities dealer with offices in Memphis and Nashville, Tennessee;
Mobile, Alabama; Chicago, Illinois; Overland Park, Kansas; Dallas, Texas; and
New York, New York. The subsidiary banks are supervised and regulated as
described below. Highland Capital Management Corp. and Martin and Company,
Inc., are registered with the SEC as investment advisers. First Tennessee
Brokerage, Inc. is registered as an investment adviser in Tennessee, Texas and
Virginia. Hickory Venture Capital Corporation is licensed as a Small Business
Investment Company. First Tennessee Brokerage, Inc. and First Tennessee
Securities Corporation are registered as broker-dealers with the SEC and all
states in which registration is required. First Horizon Home Loan Corporation
is licensed as a mortgage lender (or exempt from licensing) in all states where
it does business and is regulated by the Comptroller as well as various state
regulators. First Tennessee Insurance Services ("FTIS"), a department of the
Bank with offices in Dandridge, Tennessee, is licensed in all states in which
licensing is required. FT Reinsurance Company is licensed by the state of South
Carolina as a monoline insurance company. FT Insurance Corporation is licensed
as an insurance agency in Alabama. First Horizon Insurance Services, Inc. is
licensed as an insurance agency in all states in which licensing is required.
First Tennessee Brokerage is licensed as an insurance agency in the states
where licensing is required for the sale of annuity products. First Tennessee
Securities Corporation and First Horizon Insurance Services, Inc. are financial
subsidiaries under the Gramm-Leach-Bliley Act.


                                       3
<PAGE>   4


         Expenditures for research and development activities were not material
for the years 1998, 1999 or 2000.

         Neither the Corporation nor any of its significant subsidiaries is
dependent upon a single customer or very few customers.

         At December 31, 2000, the Corporation and its subsidiaries had 9,445
full-time-equivalent employees, not including contract labor for certain
services.

         For additional information on the business of the Corporation, refer
to the Management's Discussion and Analysis and Glossary sections contained in
the 2001 Proxy Statement, which sections are incorporated herein by reference.

Supervision and Regulation.

         The following summary sets forth certain of the material elements of
the regulatory framework applicable to bank holding companies and financial
holding companies and their subsidiaries and to companies engaged in securities
and insurance activities and provides certain specific information about the
Corporation. The bank regulatory framework is intended primarily for the
protection of depositors and the Federal Deposit Insurance Funds and not for
the protection of security holders. In addition, certain activities of the
Corporation and its subsidiaries are subject to various securities and
insurance laws and are regulated by the Securities and Exchange Commission and
the state insurance departments of the states in which they operate. To the
extent that the following information describes statutory and regulatory
provisions, it is qualified in its entirety by express reference to each of the
particular statutory and regulatory provisions. A change in applicable
statutes, regulations or regulatory policy may have a material effect on the
business of the Corporation.

         General

         The Corporation is a bank holding company and financial holding
company within the meaning of the Bank Holding Company Act of 1956, as amended
(the "BHCA") and is registered with the Board of Governors of the Federal
Reserve System (the "Federal Reserve"). The Corporation is subject to the
regulation and supervision of and examination by the Federal Reserve under the
BHCA. The Corporation is required to file with the Federal Reserve annual
reports and such additional information as the Federal Reserve may require
pursuant to the BHCA.

         Under the BHCA, prior to March 13, 2000, bank holding companies could
not in general directly or indirectly acquire the ownership or control of more
than 5% of the voting shares or substantially all of the assets of any company,
including a bank, without the prior approval of the Federal Reserve, and the
BHCA also generally limited the types of activities in which a bank holding
company and its subsidiaries could engage to banking and activities found by
the Federal Reserve to be so closely related to banking as to be a proper
incident thereto. Since March 13, 2000, eligible bank holding companies that
elect to become financial holding companies may affiliate with securities firms
and insurance companies and engage in activities that are "financial in
nature"generally without the prior approval of the Federal Reserve. See
"-Financial Modernization Legislation" below.

         In addition, the BHCA permits the Federal Reserve to approve an
application by a bank holding company to acquire a bank located outside the
acquirer's principal state of operations without regard to whether the
transaction is prohibited under state law. See " --Interstate Banking and
Branching Legislation."


                                       4
<PAGE>   5


Effective September 29, 1995, the Tennessee Bank Structure Act of
1974 was amended to, among other things, prohibit (subject to certain
exceptions) a bank holding company from acquiring a bank for which the home
state is Tennessee (a "Tennessee bank") if, upon consummation, the company
would directly or indirectly control 30% or more of the total deposits in
insured depository institutions in Tennessee. As of June 30, 2000, the
Corporation estimates that it held approximately 17% of such deposits. Subject
to certain exceptions, the Tennessee Bank Structure Act prohibits a bank
holding company from acquiring a bank in Tennessee which has been in operation
for less than five years. Tennessee law permits a Tennessee bank to establish
branches in any county in Tennessee. See also "- Interstate Banking and
Branching Legislation" below.

         The Corporation's subsidiary banks (the "Subsidiary Banks") are
subject to supervision and examination by applicable federal and state banking
agencies. The Bank and First National Bank of Springdale, Springdale, Arkansas,
are national banking associations subject to regulation and supervision by the
Comptroller as their primary federal regulator. The remaining Subsidiary Banks
are Cleveland Bank and Trust Company ("Cleveland"), Cleveland, Tennessee, and
Peoples and Union Bank ("PUB"), Lewisburg, Tennessee, which are Tennessee
state-chartered banks, and Peoples Bank, Senatobia, Mississippi, which is a
Mississippi state-chartered bank, none of which is a member of the Federal
Reserve System, and therefore each is subject to the regulations of and
supervision by the Federal Deposit Insurance Corporation (the "FDIC") as well
as state banking authorities. Cleveland and the Bank have entered into an
agreement pursuant to which Cleveland will merge with and into the Bank during
2001. The Corporation and PUB have entered into an agreement with a
nonaffiliate pursuant to which it will acquire PUB by merging PUB with and into
the nonaffiliate during 2001, subject to regulatory and other customary
approvals. In addition, all of the Subsidiary Banks are insured by, and subject
to regulation by, the FDIC. The Subsidiary Banks are also subject to various
requirements and restrictions under federal and state law, including
requirements to maintain reserves against deposits, restrictions on the types
and amounts of loans that may be granted and the interest that may be charged
thereon and limitations on the types of investments that may be made,
activities that may be engaged in, and types of services that may be offered.
Various consumer laws and regulations also affect the operations of the
Subsidiary Banks. In addition to the impact of regulation, commercial banks are
affected significantly by the actions of the Federal Reserve as it attempts to
control the money supply and credit availability in order to influence the
economy.

         Payment of Dividends

         The Corporation is a legal entity separate and distinct from its
banking and other subsidiaries. The principal source of cash flow of the
Corporation, including cash flow to pay dividends on its stock or principal
(premium, if any) and interest on debt securities, is dividends from the
Subsidiary Banks. There are statutory and regulatory limitations on the payment
of dividends by the Subsidiary Banks to the Corporation, as well as by the
Corporation to its shareholders.

         Each Subsidiary Bank that is a national bank is required by federal
law to obtain the prior approval of the Comptroller for the payment of
dividends if the total of all dividends declared by the board of directors of
such Subsidiary Bank in any year will exceed the total of (i) its net profits
(as defined and interpreted by regulation) for that year plus (ii) the retained
net profits (as defined and interpreted by regulation) for the preceding two
years, less any required transfers to surplus. A national bank also can pay
dividends only to the extent that retained net profits (including the portion
transferred to surplus) exceed bad debts (as defined by regulation).

         State-chartered banks are subject to varying restrictions on the
payment of dividends under


                                       5
<PAGE>   6


applicable state laws. Tennessee law imposes dividend restrictions on Tennessee
state banks substantially similar to those imposed under federal law on
national banks, as described above. Mississippi law prohibits Mississippi state
banks from declaring a dividend without the prior written approval of the
Mississippi Banking Commissioner.

         If, in the opinion of the applicable federal bank regulatory
authority, a depository institution or a holding company is engaged in or is
about to engage in an unsafe or unsound practice (which, depending on the
financial condition of the depository institution or holding company, could
include the payment of dividends), such authority may require that such
institution or holding company cease and desist from such practice. The federal
banking agencies have indicated that paying dividends that deplete a depository
institution's or holding company's capital base to an inadequate level would be
such an unsafe and unsound banking practice. Moreover, the Federal Reserve, the
Comptroller and the FDIC have issued policy statements which provide that bank
holding companies and insured depository institutions generally should only pay
dividends out of current operating earnings.

         In addition, under the Federal Deposit Insurance Act ("FDIA"), an
FDIC-insured depository institution may not make any capital distributions
(including the payment of dividends) or pay any management fees to its holding
company or pay any dividend if it is undercapitalized or if such payment would
cause it to become undercapitalized.

         At December 31, 2000, under dividend restrictions imposed under
applicable federal and state laws, the Subsidiary Banks, without obtaining
regulatory approval, could legally declare aggregate dividends of approximately
$334.5 million. Under Tennessee law, the Corporation is not permitted to pay
dividends if, after giving effect to such payment, it would not be able to pay
its debts as they become due in the usual course of business or the
Corporation's total assets would be less than the sum of its total liabilities
plus any amounts needed to satisfy any preferential rights if the Corporation
was dissolving.

         The payment of dividends by the Corporation and the Subsidiary Banks
may also be affected or limited by other factors, such as the requirement to
maintain adequate capital above regulatory guidelines and debt covenants.

         Transactions with Affiliates

         There are various legal restrictions on the extent to which the
Corporation and its nonbank subsidiaries (including for purposes of this
paragraph, in certain situations, subsidiaries of the Subsidiary Banks) can
borrow or otherwise obtain credit from the Subsidiary Banks. There are also
legal restrictions on the Subsidiary Banks' purchases of or investments in the
securities of and purchases of assets from the Corporation and its nonbank
subsidiaries, a Subsidiary Bank's loans or extensions of credit to third
parties collateralized by the securities or obligations of the Corporation and
its nonbank subsidiaries, the issuance of guaranties, acceptances and letters
of credit on behalf of the Corporation and its nonbank subsidiaries, and
certain bank transactions with the Corporation and its nonbank subsidiaries, or
with respect to which the Corporation and its nonbank subsidiaries act as
agent, participate or have a financial interest. Subject to certain limited
exceptions, a Subsidiary Bank (including for purposes of this paragraph all
subsidiaries of such Subsidiary Bank) may not extend credit to the Corporation
or to any other affiliate (other than another Subsidiary Bank and certain
exempted affiliates) in an amount which exceeds 10% of the Subsidiary Bank's
capital stock and surplus and may not extend credit in the aggregate to all
such affiliates in an amount which exceeds 20% of its capital stock and
surplus. Further, there are legal requirements as to the type, amount and
quality of collateral which must secure such extensions of credit by the
Subsidiary Banks to the Corporation or to such other affiliates. Also,
extensions of credit and other transactions between a Subsidiary Bank and the
Corporation or such other affiliates must be on


                                       6
<PAGE>   7


terms and under circumstances, including credit standards, that are
substantially the same or at least as favorable to such Subsidiary Bank as
those prevailing at the time for comparable transactions with non-affiliated
companies. Also, the Corporation and its subsidiaries are prohibited from
engaging in certain tie-in arrangements in connection with any extension of
credit, lease or sale of property or furnishing of services.

         Capital Adequacy

         The Federal Reserve has adopted risk-based capital guidelines for bank
holding companies. The minimum guideline for the ratio of total capital ("Total
Capital") to risk-weighted assets (including certain off-balance-sheet items,
such as standby letters of credit) is 8%, and the minimum ratio of Tier 1
Capital (defined below) to risk-weighted assets is 4%. At least half of the
Total Capital must be composed of common stock, minority interests in the
equity accounts of consolidated subsidiaries, noncumulative perpetual preferred
stock and a limited amount of cumulative perpetual preferred stock, less
goodwill and certain other intangible assets ("Tier 1 Capital"). The remainder
may consist of qualifying subordinated debt, certain types of mandatory
convertible securities and perpetual debt, other preferred stock and a limited
amount of loan loss reserves. At December 31, 2000, the Corporation's
consolidated Tier 1 Capital and Total Capital ratios were 8.90% and 12.11%,
respectively.


         The Federal Reserve Board, the FDIC and the OCC have adopted rules to
incorporate market and interest-rate risk components into their risk-based
capital standards and that explicitly identify concentration of credit risk and
certain risks arising from non-traditional activities, and the management of
such risks, as important factors to consider in assessing an institution's
overall capital adequacy. Under the market risk requirements, capital is
allocated to support the amount of market risk related to a financial
institution's ongoing trading activities for banks with relatively large
trading activities. Institutions will be able to satisfy this additional
requirement, in part, by issuing short-term subordinated debt that qualifies as
Tier 3 capital. The amount of the Corporation's trading activities does not
presently require an allocation of capital.

         In addition, the Federal Reserve has established minimum leverage
ratio guidelines for bank holding companies. These guidelines provide for a
minimum ratio of Tier 1 Capital to quarterly average assets, less goodwill and
certain other intangible assets (the "Leverage Ratio"), of 3% for bank holding
companies that meet certain specific criteria, including having the highest
regulatory rating. All other bank holding companies generally are required to
maintain a Leverage Ratio of at least 3%, plus an additional cushion of 100 to
200 basis points. The Corporation's Leverage Ratio at December 31, 2000 was
6.98%. The guidelines also provide that bank holding companies experiencing
internal growth or making acquisitions will be expected to maintain strong
capital positions substantially above the minimum supervisory levels without
significant reliance on intangible assets. Furthermore, the Federal Reserve has
indicated that it will consider a "tangible Tier 1 Capital leverage ratio"
(deducting all intangibles) and other indicia of capital strength in evaluating
proposals for expansion or new activities.

         Each of the Subsidiary Banks is subject to risk-based and leverage
capital requirements similar to those described above adopted by the
Comptroller or the FDIC, as the case may be. The Corporation believes that each
of the Subsidiary Banks was in compliance with applicable minimum capital
requirements as of December 31, 2000. Neither the Corporation nor any of the
Subsidiary Banks has been advised by any federal banking agency of any specific
minimum Leverage Ratio requirement applicable to it.


                                       7
<PAGE>   8


         Failure to meet capital guidelines could subject a bank to a variety
of enforcement remedies, including the termination of deposit insurance by the
FDIC, and to certain restrictions on its business and in certain circumstances
to the appointment of a conservator or receiver. See "--Prompt Corrective
Action."
         On February 17, 2000, the federal banking regulators proposed for
comment regulations previously released on November 5, 1997. This proposal
would 1) assign a risk-based charge to positions in securitized transactions
according to the relative credit risk of those positions, as measured by credit
ratings received from nationally recognized rating agencies, 2) treat recourse
obligations and direct credit substitutes more consistently under risk-based
capital rules, 3) define "recourse" and revise the definition of "direct credit
substitute" ("recourse" is defined as any retained risk of loss associated with
any transferred asset that exceeds a pro rata share of the bank's or bank
holding company's remaining claim on the asset, if any, and "direct credit
substitute" is defined as any assumed risk of loss associated with any asset or
other claim that exceeds the bank's or bank holding company's pro rata share of
the asset or claim, if any), 4) permit the limited use of an institution's
internal risk-rating system and other alternative approaches in determining the
risk-based capital requirement for unrated direct credit substitutes associated
with asset-backed commercial paper programs and other structured finance
programs, and 5) require banking organizations to hold additional risk-based
capital against risks presented by the early amortization feature of revolving
asset securitization. The proposal was subject to an industry comment period
that ended June 7, 2000. The Corporation can not predict at this time the
effect adoption of this proposal would have on the financial condition or
results of operations of the Bank or the Corporation.

         On January 16, 2001, the Basel Committee proposed its second draft of
a new capital adequacy framework. The new capital framework would consist of
minimum capital requirements, a supervisory review process and the effective
use of market discipline. In its proposal for minimum capital requirements, the
Committee set out options from which banks could choose depending on the
complexity of their business and the quality of their risk management. A
standardized approach would refine the current measurement framework and
introduce the use of external credit assessments to determine a bank's capital
charge. Banks with more advanced risk management capabilities could make use of
an internal risk-rating based approach. Under this approach, some of the key
elements of credit risk, such as the probability of default of the borrower,
would be estimated internally by a bank. The Committee is also proposing an
explicit capital charge for operational risk to provide for problems like
internal systems failure.

         The supervisory review aspect of the new framework would seek to
ensure that a bank's capital position is consistent with its overall risk
profile and strategy. The supervisory review process would also encourage early
supervisory intervention when a bank's capital position deteriorates. The third
aspect of the new framework, market discipline, would call for detailed
disclosure of a bank's capital adequacy in order to encourage high disclosure
standards and to enhance the role of market participants in encouraging banks
to hold adequate capital. Banks must also disclose how they evaluate their own
capital adequacy.

         The Basel Committee intends to finalize its new capital adequacy
framework by the end of 2001. Federal regulators have asked banks to examine
the newly proposed capital rules to determine whether their complexity and
regulatory burden would outweigh the benefits of their increased rate
sensitivity. It is envisioned that some form of the new capital guidelines
would be drafted into national rules which could take another two years to be
implemented. The Corporation cannot predict at this time whether the new
capital adequacy framework will be adopted or in what form, or the effect it
would have on the financial condition or results of operations of the Bank or
the Corporation.


                                       8
<PAGE>   9


         Holding Company Structure and Support of Subsidiary Banks

         Because the Corporation is a holding company, its right to participate
in the assets of any subsidiary upon the latter's liquidation or reorganization
will be subject to the prior claims of the subsidiary's creditors (including
depositors in the case of the Subsidiary Banks) except to the extent that the
Corporation may itself be a creditor with recognized claims against the
subsidiary. In addition, depositors of a bank, and the FDIC as their subrogee,
would be entitled to priority over the creditors in the event of liquidation of
a bank subsidiary.

         Under Federal Reserve policy, the Corporation is expected to act as a
source of financial strength to, and to commit resources to support, each of
the Subsidiary Banks. This support may be required at times when, absent such
Federal Reserve policy, the Corporation may not be inclined to provide it. In
addition, any capital loans by a bank holding company to any of its subsidiary
banks are subordinate in right of payment to deposits and to certain other
indebtedness of such subsidiary bank. In the event of a bank holding company's
bankruptcy, any commitment by the bank holding company to a federal bank
regulatory agency to maintain the capital of a subsidiary bank will be assumed
by the bankruptcy trustee and entitled to a priority of payment.

         Cross-Guarantee Liability

         Under the FDIA, a depository institution insured by the FDIC can be
held liable for any loss incurred by, or reasonably expected to be incurred by,
the FDIC after August 9, 1989 in connection with (i) the default of a commonly
controlled FDIC-insured depository institution or (ii) any assistance provided
by the FDIC to any commonly controlled FDIC-insured depository institution "in
danger of default." "Default" is defined generally as the appointment of a
conservator or receiver and "in danger of default" is defined generally as the
existence of certain conditions indicating that a default is likely to occur in
the absence of regulatory assistance. The FDIC's claim for damages is superior
to claims of shareholders of the insured depository institution or its holding
company but is subordinate to claims of depositors, secured creditors and
holders of subordinated debt (other than affiliates) of the commonly controlled
insured depository institution. The Subsidiary Banks are subject to these
cross-guarantee provisions. As a result, any loss suffered by the FDIC in
respect of any of the Subsidiary Banks would likely result in assertion of the
cross-guarantee provisions, the assessment of such estimated losses against the
Corporation's other Subsidiary Banks and a potential loss of the Corporation's
investment in such Subsidiary Banks.

         Prompt Corrective Action

         The FDIA requires, among other things, the federal banking regulators
to take "prompt corrective action" in respect of FDIC-insured depository
institutions that do not meet minimum capital requirements. Under the FDIA,
insured depository institutions are divided into five capital tiers: "well
capitalized," "adequately capitalized," "undercapitalized," "significantly
undercapitalized" and "critically undercapitalized." Under applicable
regulations, an institution is defined to be well capitalized if it maintains a
Leverage Ratio of at least 5%, a Tier 1 Capital ratio of at least 6% and a
Total Capital ratio of at least 10% and is not subject to a directive, order or
written agreement to meet and maintain specific capital levels. An institution
is defined to be adequately capitalized if it meets all of its minimum capital
requirements as described above. An institution will be considered
undercapitalized if it fails to meet any minimum required measure,
significantly undercapitalized if it has a Total Risk-Based Capital ratio of
less than 6%, a Tier 1 Risk-Based Capital ratio of less than 3% or a Leverage
Ratio of less than 3% and critically undercapitalized if it fails to maintain a
level of tangible equity equal to at least 2% of total


                                       9
<PAGE>   10


assets. An institution may be deemed to be in a capitalization category that is
lower than is indicated by its actual capital position if it receives an
unsatisfactory examination rating.

         The FDIA generally prohibits an FDIC-insured depository institution
from making any capital distribution (including payment of dividends) or paying
any management fee to its holding company if the depository institution would
thereafter be undercapitalized. Undercapitalized depository institutions are
subject to restrictions on borrowing from the Federal Reserve System. In
addition, undercapitalized depository institutions are subject to growth
limitations and are required to submit capital restoration plans. An insured
depository institution's holding company must guarantee the capital plan, up to
an amount equal to the lesser of 5% of the depository institution's assets at
the time it becomes undercapitalized or the amount of the capital deficiency
when the institution fails to comply with the plan, for the plan to be accepted
by the applicable federal regulatory authority. The federal banking agencies
may not accept a capital plan without determining, among other things, that the
plan is based on realistic assumptions and is likely to succeed in restoring
the depository institution's capital. If a depository institution fails to
submit an acceptable plan, it is treated as if it is significantly
undercapitalized.

         Significantly undercapitalized depository institutions may be subject
to a number of requirements and restrictions, including orders to sell
sufficient voting stock to become adequately capitalized, requirements to
reduce total assets and cessation of receipt of deposits from correspondent
banks. Critically undercapitalized depository institutions are subject to
appointment of a receiver or conservator, generally within 90 days of the date
on which they become critically undercapitalized.

         The Corporation believes that at December 31, 2000 all of the
Subsidiary Banks had sufficient capital to qualify as "well capitalized" under
the regulatory capital requirements discussed above.



         Interstate Banking and Branching Legislation

         The Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994 (the "IBBEA") authorizes interstate acquisitions of banks and bank holding
companies without geographic limitation beginning one year after enactment. In
addition, since June 1, 1997, a bank may merge with a bank in another state as
long as neither of the states has opted out of interstate branching between the
date of enactment of the IBBEA and May 31, 1997. Tennessee did not opt out of
interstate branching. The IBBEA further provides that states may enact laws
permitting interstate merger transactions prior to June 1, 1997. Tennessee did
not enact such a law. A bank may establish and operate a de novo branch in a
state in which the bank does not maintain a branch if that state explicitly
permits de novo branching. Tennessee does not permit de novo branching. Once a
bank has established branches in a state through an interstate merger
transaction, the bank may establish and acquire additional branches at any
location in the state where any bank involved in the interstate merger
transaction could have established or acquired branches under applicable
federal or state law. A bank that has established a branch in a state through
de novo branching may establish and acquire additional branches in such state
in the same manner and to the same extent as a bank having a branch in such
state as a result of an interstate merger. If a state opts out of interstate
branching within the specified time period, no bank in any other state may
establish a branch in the opting out of state, whether through an acquisition
or de novo.

         Financial Modernization Legislation

         The Gramm-Leach-Bliley Act was enacted into law on November 12, 1999.
The Act repeals or modifies a number of significant provisions of current laws,
including the Glass-Steagall Act and the


                                      10
<PAGE>   11


Bank Holding Company Act of 1956, which impose restrictions on banking
organizations' ability to engage in certain types of activities. The Act
generally allows bank holding companies such as the Corporation broad authority
to engage in activities that are financial in nature or incidental to such a
financial activity, including insurance underwriting and brokerage; merchant
banking; securities underwriting, dealing and market-making; real estate
development; and such additional activities as the Federal Reserve in
consultation with the Secretary of the Treasury determines to be financial in
nature or incidental thereto. A bank holding company may engage in these
activities directly or through subsidiaries by qualifying as a "financial
holding company." To qualify a bank holding company must file a declaration
with the Federal Reserve and certify that all of its subsidiary depository
institutions are well-managed and well-capitalized. The Act also permits
national banks such as the Bank to engage in certain of these activities
through financial subsidiaries. To control or hold an interest in a financial
subsidiary, a national bank must meet the following requirements: (1) the
national bank must receive approval from the Comptroller for the financial
subsidiary to engage in the activities, (2) the national bank and its
depository institution affiliates must each be well-capitalized and
well-managed, (3) the aggregate consolidated total assets of all of the
national bank's financial subsidiaries must not exceed 45% of the national
bank's consolidated total assets or, if less, $50 billion, (4) the national
bank must have in place adequate policies and procedures to identify and manage
financial and operational risks and to preserve the separate identities and
limited liability of the national bank and the financial subsidiary, and (5) if
the financial subsidiary will engage in principal transactions and the national
bank is one of the one hundred largest banks, the national bank must have
outstanding at least one issue of unsecured long-term debt that is currently
rated in one of the three highest investment grade rating categories (or if in
the second fifty largest banks, an alternative requirement is that the national
bank has a current long-term issuer credit rating within the three highest
investment grade rating categories). No new financial activity may be commenced
under the Act unless the national bank and all of its depository institution
affiliates have at least "satisfactory" CRA ratings. Certain restrictions apply
if the bank holding company or the national bank fails to continue to meet one
or more of the requirements listed above. In addition, the Act contains a
number of other provisions that may affect the Bank's operations, including
functional regulation of the Bank's securities and investment management
operations by the SEC and the Bank's insurance operations by the States and
limitations on the use and disclosure to third parties of customer information.
The Act generally became effective March 11, 2000, although certain provisions
take effect later, such as functional regulation (May 12, 2001), and compliance
with privacy regulations is required by July 1, 2001. The Corporation has
elected to become a financial holding company and currently, the Bank has two
financial subsidiaries. The Corporation cannot predict at this time the
potential effect that the Act will have on its business and operations,
although the Corporation expects that the general effect of the Act will be to
increase competition in the financial services industry generally.



         FDIC Insurance Assessments; DIFA

         The FDIC reduced the insurance premiums it charges on bank deposits
insured by the Bank Insurance Fund ("BIF") to the statutory minimum of $2,000
for "well capitalized" banks, effective January 1, 1996. Premiums related to
deposits assessed by the Savings Association Insurance Fund ("SAIF"), including
savings association deposits acquired by banks, continued to be assessed at a
rate of between 23 cents and 31 cents per $100 of deposits. On September 30,
1996, the Deposit Insurance Funds Act of 1996 ("DIFA") was enacted and signed
into law. DIFA provided for a special assessment to recapitalize the SAIF to
bring the SAIF up to statutory required levels. The assessment imposed a
one-time fee to banks that own previously acquired thrift deposits of $ .526
per $100 of thrift deposits they held at March 31, 1995. The pre-tax cost to
the Corporation of the one-time assessment in the third quarter of 1996 was
$3.8 million. DIFA further provides for assessments to be imposed on insured


                                      11
<PAGE>   12


depository institutions with respect to deposits insured by the BIF (in
addition to assessments currently imposed on depository institutions with
respect to SAIF-insured deposits) to pay for the cost of Financing Corporation
("FICO") bonds. All banks are being assessed to pay the interest due on FICO
bonds since January 1, 1997. The cost to the Corporation on an annual basis has
been immaterial.

         Under the FDIA, insurance of deposits may be terminated by the FDIC
upon a finding that the institution has engaged in unsafe and unsound
practices, is in an unsafe or unsound condition to continue operations or has
violated any applicable law, regulation, rule, order or condition imposed by a
federal bank regulatory agency.

         Depositor Preference

         Federal law provides that deposits and certain claims for
administrative expenses and employee compensation against an insured depository
institution would be afforded a priority over other general unsecured claims
against such an institution, including federal funds and letters of credit, in
the "liquidation or other resolution" of such an institution by any receiver.

         Securities Regulation

         Certain of the Corporation's subsidiaries are subject to various
securities laws and regulations and capital adequacy requirements promulgated
by the regulatory and exchange authorities of the jurisdictions in which they
operate.

         The Corporation's registered broker-dealer subsidiaries are subject to
the SEC's net capital rule, Rule 15c3-1. That rule requires the maintenance of
minimum net capital and limits the ability of the broker-dealer to transfer
large amounts of capital to a parent company or affiliate. Compliance with the
rule could limit operations that require intensive use of capital, such as
underwriting and trading.

         Certain of the Corporation's subsidiaries are registered investment
advisers who are regulated under the Investment Advisers Act of 1940. These
subsidiaries, among other activities, provide investment advice to investment
companies regulated under the Investment Company Act of 1940. Advisory
contracts with these investment companies automatically terminate under these
laws upon an assignment of the contract by the investment adviser unless
appropriate consents are obtained. Subsidiaries of the Corporation are subject
to certain restrictions in their dealings with investment companies advised by
a subsidiary of the Corporation.



         Insurance Activities

         Subsidiaries of the Corporation sell various types of insurance as
agent in a number of the states. Insurance activities are subject to regulation
by the states in which such business is transacted. Although most of such
regulation focuses on insurance companies and their insurance products,
insurance agents and their activities are also subject to regulation by the
states, including, among other things, licensing and marketing and sales
practices.



                                      12
<PAGE>   13


Competition.

         The Corporation and its subsidiaries face substantial competition in
all aspects of the businesses in which they engage from national and state
banks located in Tennessee and large out-of-state banks as well as from savings
and loan associations, credit unions, other financial institutions, consumer
finance companies, trust companies, investment counseling firms, money market
mutual funds, insurance companies, securities firms, mortgage banking companies
and others. For certain information on the competitive position of the
Corporation and the Bank, refer to page 2. Also, refer to the subsections
entitled "Supervision and Regulation" and "Effect of Governmental Policies,"
both of which are relevant to an analysis of the Corporation's competitors. Due
to the intense competition in the financial industry, the Corporation makes no
representation that its competitive position has remained constant, nor can it
predict whether its position will change in the future.



Sources and Availability of Funds.

         Specific reference is made to the Management's Discussion and Analysis
and Glossary sections, including the subsection entitled "Deposits, Other
Sources of Funds, and Liquidity Management," contained in the 2001 Proxy
Statement, which sections are incorporated herein by reference.

Effect of Governmental Policies.

         The Bank is affected by the policies of regulatory authorities,
including the Federal Reserve System and the Comptroller. An important function
of the Federal Reserve System is to regulate the national money supply.

         Among the instruments of monetary policy used by the Federal Reserve
are: purchases and sales of U.S. Government securities in the marketplace;
changes in the discount rate, which is the rate any depository institution must
pay to borrow from the Federal Reserve; and changes in the reserve requirements
of depository institutions. These instruments are effective in influencing
economic and monetary growth, interest rate levels and inflation.

         The monetary policies of the Federal Reserve System and other
governmental policies have had a significant effect on the operating results of
commercial banks in the past and are expected to continue to do so in the
future. Because of changing conditions in the national economy and in the money
market, as well as the result of actions by monetary and fiscal authorities, it
is not possible to predict with certainty future changes in interest rates,
deposit levels, loan demand or the business and earnings of the Corporation and
the Bank or whether the changing economic conditions will have a positive or
negative effect on operations and earnings.

         Various bills are from the time to time introduced in the United
States Congress and the Tennessee General Assembly and other state
legislatures, and regulations are proposed by the regulatory agencies which
could affect the business of the Corporation and its subsidiaries. It cannot be
predicted whether or in what form any of these proposals will be adopted or the
extent to which the business of the Corporation and its subsidiaries may be
affected thereby.


                                      13
<PAGE>   14


Statistical Information Required by Guide 3.

         The statistical information required to be displayed under Item I
pursuant to Guide 3, "Statistical Disclosure by Bank Holding Companies," of the
Exchange Act Industry Guides is incorporated herein by reference to the
Consolidated Financial Statements and the notes thereto and the Management's
Discussion and Analysis and Glossary sections in the 2001 Proxy Statement;
certain information not contained in the 2001 Proxy Statement, but required by
Guide 3, is contained in the tables immediately following:


                                      14
<PAGE>   15


                      FIRST TENNESSEE NATIONAL CORPORATION
                   ADDITIONAL GUIDE 3 STATISTICAL INFORMATION
                               AS OF DECEMBER 31
                                  (Unaudited)


<TABLE>
<CAPTION>
INVESTMENT PORTFOLIO
(Dollars in thousands)                         2000              1999              1998
- -------------------------------------------------------------------------------------------
<S>                                         <C>              <C>                <C>
Mortgage-backed securities &
     collateralized mortgage
     obligations                            $2,303,079       $ 2,579,259        $2,068,529
U.S. Treasury and other
     U. S. government agencies                 143,152           165,477           151,215
States and political subdivisions               55,976            41,603            60,807
Other                                          336,849           314,953           145,738
                                            ----------       -----------        ----------
                         Total              $2,839,056       $ 3,101,292        $2,426,289
                                            ==========       ===========        ==========
</TABLE>


<TABLE>
<CAPTION>
LOAN PORTFOLIO
(Dollars in thousands)                         2000               1999              1998             1997              1996
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>              <C>                <C>              <C>               <C>
Commercial:
     Commercial, financial and
         industrial                         $3,964,396       $ 3,660,642        $3,460,215       $3,103,563        $2,866,882
     Real estate commercial                    946,903           776,553           667,674          673,046           663,855
     Real estate construction                  415,713           353,659           303,759          360,187           277,124
Retail:
     Real estate residential                 3,573,260         2,814,249         2,476,355        2,641,707         2,396,666
     Real estate construction                  179,515           132,740            73,115           45,148            21,528
     Consumer                                  840,228         1,018,110           981,479          906,248           937,345
     Credit card receivables                   319,435           607,205           594,467          581,451           564,803
                                            ----------       -----------        ----------       ----------        ----------
                         Total             $10,239,450       $ 9,363,158        $8,557,064       $8,311,350        $7,728,203
                                           ===========       ===========        ==========       ==========        ==========
</TABLE>


<TABLE>
<CAPTION>
SHORT-TERM BORROWINGS
(Dollars in thousands)                         2000              1999              1998
- -------------------------------------------------------------------------------------------
<S>                                         <C>              <C>                <C>
Federal funds purchased and
     securities sold under
     agreements to repurchase               $2,981,026       $ 2,856,282        $2,912,018
Commercial paper                                19,169            16,272            23,203
Other short-term borrowings                    437,366         1,533,957         1,404,071
                                            ----------       -----------        ----------
                         Total              $3,437,561       $ 4,406,511        $4,339,292
                                            ==========       ===========        ==========
</TABLE>


                                      15
<PAGE>   16


FOREIGN OUTSTANDINGS AT DECEMBER 31


<TABLE>
<CAPTION>
                                                     2000                       1999                     1998
                                              -------------------        -------------------       ----------------
                                                          % TOTAL                    % Total                % Total
(Dollars in thousands)                        AMOUNT       ASSETS        Amount       Assets       Amount    Assets
- -------------------------------------------------------------------------------------------------------------------
<S>                                           <C>           <C>          <C>           <C>         <C>          <C>
BY COUNTRY:
Israel                                        $ 1,062       .01%         $ 1,061       .01%        $ 1,313      .01%
Canada                                            790       .01              370        --             433       --
Taiwan                                            556        --              759       .01             161       --
Saudi Arabia                                      151        --               33        --             570       --
Switzerland                                         3        --                9        --              14       --
Denmark                                            --        --               --        --           6,000      .03
All other                                         599        --              632        --             702      .01
- -------------------------------------------------------------------------------------------------------------------
Total                                         $ 3,161       .02%         $ 2,864       .02%        $ 9,193      .05%
===================================================================================================================
BY TYPE:
Loans:
  Banks and other financial institutions      $ 1,721       .01%         $ 1,174       .01%        $ 7,971      .04%
  Governments and other institutions            1,000       .01            1,000       .01           1,000      .01
- -------------------------------------------------------------------------------------------------------------------
Total loans                                     2,721       .02            2,174       .02           8,971      .05
Customers' acceptances                            384        --              187        --              93       --
Cash                                               33        --              480        --             129       --
Accrued interest receivable                        23        --               23        --              --       --
- -------------------------------------------------------------------------------------------------------------------
Total                                         $ 3,161       .02%         $ 2,864       .02%        $ 9,193      .05%
===================================================================================================================
</TABLE>


MATURITIES OF SHORT-TERM PURCHASED FUNDS AT DECEMBER 31, 2000


<TABLE>
<CAPTION>
                                                 0-3           3-6         6-12       Over 12
(Dollars in thousands)                          Months        Months      Months       Months         Total
- -------------------------------------------------------------------------------------------------------------
<S>                                          <C>            <C>         <C>          <C>          <C>
Certificates of deposit
     $100,000 and more                       $ 2,547,940    $ 348,605   $ 254,159    $ 159,644    $ 3,310,348
Federal funds purchased and
     securities sold under
     agreements to repurchase                  2,981,026           --          --           --      2,981,026
Commercial paper and
     other short-term borrowings                 250,804          400     150,000       55,331        456,535
- -------------------------------------------------------------------------------------------------------------
Total                                        $ 5,779,770    $ 349,005   $ 404,159    $ 214,975    $ 6,747,909
=============================================================================================================
</TABLE>


                                      16
<PAGE>   17


CONTRACTUAL MATURITIES OF COMMERCIAL & REAL ESTATE CONSTRUCTION LOANS AT
DECEMBER 31, 2000


<TABLE>
<CAPTION>
                                                                         After 1 Year
(Dollars in thousands)                               Within 1 Year      Within 5 Years       After 5 Years        Total
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                <C>                  <C>                <C>
Commercial, financial and industrial                  $ 2,223,082        $ 1,469,009          $ 272,305         $ 3,964,396
Real estate commercial                                    341,043            515,823             90,037             946,903
Commercial real estate construction                       328,229             81,861              5,623             415,713
Consumer real estate construction                         178,524                494                497             179,515
- ---------------------------------------------------------------------------------------------------------------------------
Total                                                 $ 3,070,878        $ 2,067,187          $ 368,462         $ 5,506,527
===========================================================================================================================
For maturities over one year:
    Interest rates - floating                                              $ 919,158          $ 154,555         $ 1,073,713
    Interest rates - fixed                                                 1,148,029            213,907           1,361,936
- ---------------------------------------------------------------------------------------------------------------------------
Total                                                                    $ 2,067,187          $ 368,462         $ 2,435,649
===========================================================================================================================
</TABLE>


                                      17
<PAGE>   18


                                     ITEM 2
                                   PROPERTIES

         The Corporation has no properties that it considers materially
important to its financial statements.


                                     ITEM 3
                               LEGAL PROCEEDINGS

         The Corporation is a party to no material pending legal proceedings
the nature of which are required to be disclosed pursuant to the Instructions
contained in the Form of this Report.


                                     ITEM 4
                        SUBMISSION OF MATTERS TO A VOTE
                              OF SECURITY HOLDERS

         There were no matters submitted during the fourth quarter of 2000 to a
vote of security holders, through the solicitation of proxies or otherwise.


                                    ITEM 4A
                        EXECUTIVE OFFICERS OF REGISTRANT

         The following is a list of executive officers of the Corporation as of
March 1, 2001. The executive officers are elected at the April meeting of the
Corporation's Board of Directors following the annual meeting of shareholders
for a term of one year and until their successors are elected and qualified.


<TABLE>
<CAPTION>
Name and Age                          Offices and Positions - Year First Elected to Office
- ------------                          ----------------------------------------------------

<S>                                   <C>
Susan Schmidt Bies                    Executive Vice President (1985) and Auditor (1998)
Age: 53                               of the Corporation and the Bank
                                      and Risk Management Manager (1995)

J. Kenneth Glass                      President - Retail Financial Services
Age: 54                               of the Bank (1999) and the Corporation (2000)

Ralph Horn                            Chairman of the Board (1996) and Chief
Age: 59                               Executive Officer (1994) of the Corporation and
                                      the Bank and President of the Corporation (1991)
                                      and  the Bank (1993)

Harry A. Johnson, III                 Executive Vice President (1990) and
Age: 52                               General Counsel (1988) of the
                                      Corporation and the Bank

James F. Keen                         Senior Vice President
Age: 50                               and Corporate Controller of the Corporation (1988)
                                      and principal accounting officer
</TABLE>


                                      18
<PAGE>   19

<TABLE>
<S>                                   <C>
John C. Kelley. Jr.                   President - Business Financial Services/Memphis
Age: 57                               Financial Services of the Bank (1999) and the
                                      Corporation (2000)

Sarah L. Meyerrose                    Executive Vice President of the
Age: 45                               Corporation and the Bank and
                                      Employee Services Division Manager (1998)

John P. O'Connor, Jr.                 Executive Vice President of the Corporation
Age: 57                               (1990) and the Bank (1987) and Chief Credit
                                      Officer (1988)


Elbert L. Thomas, Jr.                 Executive Vice President (1995) and
Age: 52                               Chief Financial Officer (1995)
                                      of the Corporation and the Bank
</TABLE>

         Each of the executive officers has been employed by the Corporation or
its subsidiaries during each of the last five years. Prior to April of 2000,
Mr. Glass was Executive Vice President of the Corporation and prior to April of
1999, he was President - Tennessee Banking Group of the Bank. Prior to April of
2000, Mr. Kelley was Executive Vice President of the Corporation and prior to
April of 1999, he was President - Memphis Banking Group of the Bank. The
Personnel Division changed its name to the Employee Services Division in April
of 1999. Prior to June of 1998, Ms. Meyerrose was President, Kingsport/Bristol
of the Bank.


                                    PART II

                                     ITEM 5
                   MARKET FOR THE REGISTRANT'S COMMON EQUITY
                        AND RELATED STOCKHOLDER MATTERS

         (a)      Market for the Corporation's Common Stock:

         The Corporation's common stock, $0.625 par value, is listed and trades
on the New York Stock Exchange, Inc. under the symbol FTN. As of December 31,
2000, there were 9,333 shareholders of record of the Corporation's common
stock. Additional information called for by this Item is incorporated herein by
reference to the Summary of Quarterly Financial Information Table, the Selected
Financial and Operating Data Table, Note 18 to the Consolidated Financial
Statements, and the "Deposits, Other Sources of Funds, and Liquidity
Management" subsection of the Management's Discussion and Analysis section
contained in the 2001 Proxy Statement and to the "Payment of Dividends" and
"Transactions with Affiliates" subsections contained in Item 1 of Part I of
this Form 10-K, which is incorporated herein by reference.

         (b)      Sale of Unregistered Securities:

         During 2000 all sales of shares of the Corporation's common stock
without registration under the Securities Act of 1933, as amended, were
previously disclosed in Form 10-Q's filed during 2000.

         (c)      Description of the Corporation's Capital Stock:


                                      19
<PAGE>   20


         Authorized Capital Stock. The authorized capital stock of the
Corporation currently consists of 5,000,000 shares of preferred stock, without
par value ("preferred stock"), which may be issued from time to time by
resolution of the Corporation's Board of Directors (the "Board") and
400,000,000 shares of common stock, $0.625 par value (the "common stock"). As
of December 31, 2000 there were 128,744,573 shares of common stock and no
shares of preferred stock outstanding. As of that date, approximately 32.9
million shares of common stock were reserved for issuance under various
employee stock plans and the Corporation's dividend reinvestment plan, and no
shares of preferred stock were reserved for issuance. Although shares have been
reserved for issuance under the employee stock plans, the plans generally
permit the Corporation to repurchase shares on the open market or privately for
issuance under such plans. The Board has authorized management to repurchase
shares from time to time for the plans. A total of 2.5 million shares were
repurchased and 1.3 million shares were issued for the plans in 2000. Pursuant
to Board authority, the Corporation plans to continue to purchase shares from
time to time for the plans and will evaluate the level of capital and take
action designed to generate or use capital as appropriate for the interest of
the shareholders. Also, in October 2000 the Corporation announced that the
Board approved the repurchase of up to 9.5 million shares by June 30, 2002,
subject to market conditions, accumulation of excess equity and prudent capital
management. During 2000, no shares were repurchased pursuant to this authority.
Also, the Corporation has on file with the SEC one effective shelf registration
pursuant to which it may offer from time to time, at its discretion, senior or
subordinated debt securities, preferred stock, including depository shares, and
common stock at an aggregate initial offering price not to exceed $225 million
(net of prior issuances) and another effective shelf registration pursuant to
which up to $200 million of capital securities (guaranteed preferred beneficial
interests in the Corporation's subordinated debentures) is available for
issuance.

         Preferred Stock. The Board is authorized, without further action by
the shareholders, to provide for the issuance of up to 5,000,000 shares of
preferred stock, from time to time in one or more series and, with respect to
each such series, has the authority to fix the powers (including voting power),
designations, preferences and relative, participating, optional or other
special rights and the qualifications, limitations or restrictions thereof.

         Common Stock. The Board is authorized to issue a maximum of
400,000,000 shares of common stock. The holders of the common stock are
entitled to receive, ratably, such dividends as may be declared by the Board
from funds legally available therefor, provided that if any shares of preferred
stock are at the time outstanding, the payment of dividends on common stock or
other distributions (including purchases of common stock) may be subject to the
declaration and payment of full cumulative dividends, and the absence of
arrearages in any mandatory sinking fund, on outstanding shares of preferred
stock. The holders of the outstanding shares of common stock are entitled to
one vote for each such share on all matters presented to shareholders and are
not entitled to cumulate votes for the election of directors. Upon any
dissolution, liquidation or winding up of the Corporation resulting in a
distribution of assets to the shareholders, the holders of common stock are
entitled to receive such assets ratably according to their respective holdings
after payment of all liabilities and obligations and satisfaction of the
liquidation preferences of any shares of preferred stock at the time
outstanding. The shares of common stock have no preemptive, redemption,
subscription or conversion rights. Under the Corporation's Charter, the Board
is authorized to issue authorized shares of common stock without further action
by the shareholders. However, the common stock is traded on the New York Stock
Exchange, Inc. which requires shareholder approval of the issuance of
additional shares of common stock in certain situations. The Transfer Agent for
the common stock is Wells Fargo Bank Minnesota, N.A.

         The Board is divided into three classes, which results in
approximately one third of the directors being elected each year. In addition,
the Charter and the Bylaws, among other things, generally give to


                                      20
<PAGE>   21


the Board the authority to fix the number of directors on the Board and to
remove directors from and fill vacancies on the Board, other than removal for
cause and the filling of vacancies created thereby which are reserved to
shareholders exercising at least a majority of the voting power of all
outstanding voting stock of the Corporation. To change these provisions of the
Bylaws, other than by action of the Board, and to amend these provisions of the
Charter or to adopt any provision of the Charter inconsistent with such Bylaw
provisions, would require approval by the holders of at least 80% of the voting
power of all outstanding voting stock. Such classification of the Board and
such other provisions of the Charter and the Bylaws may have a significant
effect on the ability of the shareholders of the Corporation to change the
composition of an incumbent Board or to benefit from certain transactions which
are opposed by the Board.

         Shareholder Protection Rights Plan. On October 20, 1998, the Board
adopted a Shareholder Protection Rights Agreement (the "Rights Plan") and
declared a dividend of one right on each share of common stock outstanding on
November 2, 1998, or issued thereafter and prior to the time the rights
separate and thereafter pursuant to options and convertible securities
outstanding at the time the rights separate. The Rights Plan became operative
upon the expiration on September 18, 1999 of a substantially identical plan
that was adopted in 1989.

         Until the earlier of (i) the 10th business day (subject to certain
adjustments by the Board) after commencement of a tender or exchange offer
which, if consummated, would result in a person or group owning 10% or more
(but not more than 50%) of the outstanding shares of common stock (an
"Acquiring Person") and (ii) the tenth business day (the "Flip-in Date") after
the first date of public announcement by the Corporation that a person has
become an Acquiring Person, the Rights will be evidenced by the common stock
certificates, will automatically trade with the common stock, and will not be
exercisable. Thereafter, separate rights certificates will be distributed, and
each right will entitle its holder to purchase one one-hundredth of a share of
Participating Preferred Stock having economic and voting terms similar to those
of one share of common stock for $150.00, subject to adjustment (the "Exercise
Price").

         The Rights will expire on the earliest of (i) the Exchange Time
(defined below), (ii) December 31, 2009, and (iii) the date on which the Rights
are redeemed as described below. The Board may amend the Rights Plan in any
respect prior to the Flip-in Date. The Board may, at its option, at any time
prior to the close of business on the Flip-in Date, redeem all the Rights at a
price of $0.001 per Right.

         If a Flip-in Date occurs, each Right (other than Rights beneficially
owned by the Acquiring Person or its affiliates, associates or transferees,
which Rights will become void) will entitle its holder to purchase a number of
shares of common stock or Participating Preferred Stock having a market value
of twice the Exercise Price for an amount in cash equal to the then-current
Exercise Price. In addition, the Board may, at its option, at any time after a
Flip-in Date, elect to exchange the Rights (other than Rights beneficially
owned by the Acquiring Person or its affiliates, associates or transferees) for
shares of common stock or a Participating Preferred Stock at an exchange ratio
of one share of common stock or 1/100th of a share of Participating Preferred
Stock per Right (the "Exchange Time").

         Also, if after an Acquiring Person controls the Corporation's Board of
Directors, the Corporation is involved in a merger or sells more than 50% of
its assets or earning power or is involved with an Acquiring Person in certain
self-dealing transactions (or has entered into an agreement to do any of the
foregoing) and, in the case of a merger, the Acquiring Person will receive
different treatment than all other shareholders, each Right will entitle its
holder to purchase a number of shares of common stock of the Acquiring Person
having a market value of twice the Exercise Price for an amount in cash equal
to the then-current Exercise Price.


                                      21
<PAGE>   22


         The Rights will not prevent a takeover of the Corporation. The Rights,
however, may have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that acquires 10% or more of the
outstanding common stock unless the Rights are first redeemed by the
Corporation's Board.


                                     ITEM 6
                            SELECTED FINANCIAL DATA

         The information called for by this Item is incorporated herein by
reference to the Selected Financial and Operating Data table in the 2001 Proxy
Statement.


                                     ITEM 7
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION

         The information called for by this Item is incorporated herein by
reference to the Management's Discussion and Analysis section, Glossary
section, and the Consolidated Historical Statements of Income and Consolidated
Average Balance Sheets and Related Yields and Rates tables in the 2001 Proxy
Statement.


                                    ITEM 7A
           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The information called for by this Item is incorporated herein by
reference to Notes 1 and 24 to the Consolidated Financial Statements and the
"Risk Management-Interest Rate Risk Management" subsection of the Management's
Discussion and Analysis section contained in the 2001 Proxy Statement.


                                     ITEM 8
                  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The information called for by this Item is incorporated herein by
reference to the Consolidated Financial Statements and the notes thereto and to
the Summary of Quarterly Financial Information table in the 2001 Proxy
Statement.


                                     ITEM 9
                 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE

         The information called for by this Item is inapplicable.


                                      22
<PAGE>   23


                                    PART III

                                    ITEM 10
               DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The information called for by this Item as it relates to directors and
nominees for director of the Corporation is incorporated herein by reference to
the "Election of Directors" section of the Corporation's 2001 Proxy Statement
(excluding the Audit Committee Report, the Audit Committee Charter, and the
statements regarding the independence of members of the Audit Committee). The
information required by this Item as it relates to executive officers of the
Corporation is incorporated herein by reference to Item 4A in Part I of this
Report. The information required by this Item as it relates to compliance with
Section 16(a) of the Securities Exchange Act of 1934 is incorporated herein by
reference to the "Section 16(a) Beneficial Ownership Reporting Compliance"
section of the 2001 Proxy Statement.


                                    ITEM 11
                             EXECUTIVE COMPENSATION

         The information called for by this Item is incorporated herein by
reference to the "Executive Compensation" section of the 2001 Proxy Statement
(excluding the Board Compensation Committee Report and the Total Shareholder
Return Performance Graph).


                                    ITEM 12
                         SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

         The information called for by this Item is incorporated herein by
reference to the "Stock Ownership Information and Table" section of the 2001
Proxy Statement.

         The Corporation is unaware of any arrangements which may result in a
change in control of the Corporation.


                                    ITEM 13
                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information called for by this Item is incorporated herein by
reference to the "Certain Relationships and Related Transactions" section of
the 2001 Proxy Statement.


                                    PART IV

                                    ITEM 14
                    EXHIBITS, FINANCIAL STATEMENT SCHEDULES
                            AND REPORTS ON FORM 8-K

         (a)      The following documents are filed as a part of this Report:

         Financial Statements:

                  -        Consolidated Statements of Condition as of December
                           31, 2000 and 1999
                  -        Consolidated Statements of Income for the years
                           ended December 31, 2000,


                                      23
<PAGE>   24
                           1999 and 1998
                  -        Consolidated Statements of Shareholders' Equity for
                           the years ended December 31, 2000, 1999 and 1998
                  -        Consolidated Statements of Cash Flows for the years
                           ended December 31, 2000, 1999 and 1998
                  -        Notes to the Consolidated Financial Statements
                  -        Report of Independent Public Accountants

                  The consolidated financial statements of the Corporation, the
                  notes thereto, and the report of independent public
                  accountants, in the 2001 Proxy Statement, as listed above,
                  are incorporated herein by reference.

         Financial Statement Schedules:  Not applicable.


<TABLE>
<CAPTION>
         Exhibits:
         ---------
         <S>               <C>

                           Exhibits marked with an "*" represent a management
                           contract or compensatory plan or arrangement
                           required to be identified and filed as an exhibit.

         (3)(i)            Restated Charter of the Corporation, as amended, incorporated herein by reference
                           to Exhibit 3(i) to the Corporation's 1997 Annual Report on Form 10-K.
         (3)(ii)           Bylaws of the Corporation, as amended and restated, incorporated herein by reference
                           to Exhibit 3(b) to the Corporation's Quarterly Report on Form 10-Q for the quarter ended 9-30-99.
         (4)(a)            Shareholder Protection Rights Agreement, dated as of October 20, 1998, between
                           the Corporation and First Tennessee Bank National
                           Association, as Rights Agent, including as Exhibit A
                           the forms of Rights Certificate and Election to
                           Exercise and as Exhibit B the form of Articles of
                           Amendment designating Participating Preferred Stock,
                           incorporated herein by reference to Exhibits 1, 2,
                           and 3 to the Corporation's Registration Statement on
                           Form 8-A filed 10-23-98.
         (4)(b)            The Corporation and certain of its consolidated
                           subsidiaries have outstanding certain long-term
                           debt. See Note 10 in the Corporation's 2001 Proxy
                           Statement. None of such debt exceeds 10% of the
                           total assets of the Corporation and its consolidated
                           subsidiaries. Thus, copies of constituent
                           instruments defining the rights of holders of such
                           debt are not required to be included as exhibits.
                           The Corporation agrees to furnish copies of such
                           instruments to the Securities and Exchange
                           Commission upon request.
        *(10)(a)           Management Incentive Plan, as amended and restated, incorporated herein by
                           reference to Exhibit 10(a) to the Corporation's Quarterly Report on Form 10-Q for the
                           quarter ended 9-30-99.
        *(10)(b)           2000 Employee Stock Option Plan, as amended and restated.
        *(10)(c)           1997 Employee Stock Option Plan, as amended and restated.
        *(10)(d)           1992 Restricted Stock Incentive Plan, as amended and restated, incorporated herein by
                           reference to Exhibit 10(d) to the Corporation's  Quarterly Report on Form 10-Q for the quarter
                           ended 3-31-99.
        *(10)(e)           1984 Stock Option Plan, as amended, 1-21-97 amendment and 10-22-97 amendment,
                           incorporated herein by reference to Exhibit 10(e) to the Corporations 1992, 1996 and 1997
                           Annual Reports on Form 10-K.
        *(10)(f)           1990 Stock Option Plan, as amended, 1-21-97 amendment
                           and 10-22-97
</TABLE>


                                      24
<PAGE>   25


<TABLE>
         <S>               <C>
                           amendment, incorporated herein by
                           reference to Exhibit 10(f) to the Corporation's 1992,
                           1996 and 1997 Annual Reports on Form 10-K, and
                           10-18-00 amendment.
         *(10)(g)          Survivor Benefits Plan, as amended and restated, incorporated herein by
                           reference to Exhibit 10(g) to the Corporation's 1997 Annual Report on
                           Form 10-K.
         *(10)(h)          Amendment and Restated Directors and Executives
                           Deferred Compensation Plan and form of individual
                           agreement, incorporated herein by reference to Exhibit
                           10(h) to the Corporation's 1996 Annual Report on Form 10-K.
          *(10)(i)         Amended and Restated Pension Restoration Plan, as
                           amended and restated, incorporated herein by reference
                           to Exhibit 10(i) to the Corporation's 1998 Annual
                           Report on Form 10-K.
          *(10)(j)         Director Deferral Agreements with schedule,
                           incorporated herein by reference to Exhibit 10(k) to
                           the Corporation's 1992 Annual Report on Form 10-K and
                           Exhibit 10(j) to the Corporation's 1995 Annual Report
                           on Form 10-K.
         *(10)(k)          Form of Severance Agreements dated 1-28-97,
                           incorporated herein by reference to Exhibit 10(k) to
                           the Corporation's 1996 Annual Report on Form 10-K.
         *(10)(l)          1995 Employee Stock Option Plan, as amended and restated.
         *(10)(m)          Non-Employee Directors' Deferred Compensation Stock
                           Option Plan, as amended and restated, incorporated
                           herein by reference to Exhibit 10(m) to the
                           Corporation's 1997 Annual Report on Form 10-K.
         *(10)(n)          2000 Non-Employee Directors' Deferred Compensation Stock Option Plan,
                           incorporated herein by reference to Exhibit 10(o) to the Corporation's Quarterly
                           Report on Form 10-Q for the quarter ended 9-30-99.
           (21)            Subsidiaries of the Corporation.
           (23)            Accountants' Consents
           (24)            Powers of Attorney

          (99)(a)          The Corporation's Proxy Statement furnished to
                           shareholders in connection with Annual Meeting of
                           Shareholders scheduled for April 17, 2001, including
                           Financial Information Appendix and excluding the Board
                           Compensation Committee Report, the Total Shareholder
                           Return Performance Graph, the Audit Committee Report,
                           the Audit Committee Charter, and the statements
                           regarding the independence of members of the Audit
                           Committee,filed March 15, 2001, and incorporated herein
                           by reference.
        (99)(b)            Annual Report on Form ll-K for the  Corporation's Savings Plan and Trust,
                           for fiscal year ended 12-31-00, as authorized by SEC Rule 15d-21 (to be
                           filed as an Amendment to Form 10-K).

         (b)               No reports on Form 8-K were filed during the fourth quarter of 2000.
</TABLE>


                                      25
<PAGE>   26


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.


                                FIRST TENNESSEE NATIONAL CORPORATION

Date:  March 28, 2001           By:  Elbert L. Thomas, Jr.
                                     ------------------------------------------
                                Elbert L. Thomas, Jr., Executive Vice President
                                and Chief Financial Officer

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
         Signature                                   Title                                          Date
         ---------                                   -----                                          ----

<S>                                        <C>                                                      <C>
Ralph Horn*                                Chairman of the Board, President and                  March 28, 2001
- --------------------------                 Chief Executive Officer (principal executive
Ralph Horn                                 officer) and a Director


Elbert L. Thomas, Jr.*                     Executive Vice President                              March 28, 2001
- --------------------------                 and Chief Financial Officer
Elbert L. Thomas, Jr.                      (principal financial officer)


James F. Keen*                             Senior Vice President and                             March 28, 2001
- --------------------------                 Corporate Controller (principal
James F. Keen                              accounting officer)


Robert C. Blattberg*                       Director                                              March 28, 2001
- --------------------------
Robert C. Blattberg

Carlos H. Cantu*                           Director                                              March 28, 2001
- --------------------------
Carlos H. Cantu

George E. Cates*                           Director                                              March 28, 2001
- --------------------------
George E. Cates

J. Kenneth Glass*                          Director                                              March 28, 2001
- --------------------------
J. Kenneth Glass

James A. Haslam, III*                      Director                                              March 28, 2001
- --------------------------
James A. Haslam, III

John C. Kelley, Jr.*                       Director                                              March 28, 2001
- --------------------------
John C. Kelley, Jr.

R. Brad Martin*                            Director                                              March 28, 2001
- --------------------------
R. Brad Martin
</TABLE>


                                      26
<PAGE>   27


<TABLE>
<S>                                        <C>                                                   <C>
Joseph Orgill, III*                        Director                                              March 28, 2001
- --------------------------
Joseph Orgill, III

Vicki R. Palmer *                          Director                                              March 28, 2001
- -------------------------
Vicki R. Palmer

Michael D. Rose*                           Director                                              March 28, 2001
- --------------------------
Michael D. Rose

William B. Sansom*                         Director                                              March 28, 2001
- --------------------------
William B. Sansom


*By: Clyde A. Billings, Jr.                                                                      March 28, 2001
    ---------------------------
         Clyde A. Billings, Jr.
         As Attorney-in-Fact
</TABLE>


                                      27
<PAGE>   28


                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Item No.                                             Description
- --------                                             -----------

<S>                        <C>
 (3)(i)                    Restated Charter of the Corporation, as amended, incorporated herein
                           by reference to Exhibit 3(i) to the Corporation's 1997 Annual Report
                           on Form 10-K.
 (3)(ii)                   Bylaws of the Corporation, as amended and restated, incorporated
                           herein by reference to Exhibit 3(b) to the Corporation's Quarterly
                           Report on Form 10-Q for the quarter ended 9-30-99.
 (4)(a)                    Shareholder Protection Rights Agreement, dated as of October 20, 1998,
                           between the Corporation and First Tennessee Bank National Association,
                           as Rights Agent, including as Exhibit A the forms of Rights
                           Certificate and Election to Exercise and as Exhibit B the form of
                           Articles of Amendment designating Participating Preferred Stock,
                           incorporated herein by reference to Exhibits 1, 2, and 3 to the
                           Corporation's Registration Statement on Form 8-A filed 10-23-98.
 (4)(b)                    The Corporation and certain of its consolidated subsidiaries have
                           outstanding certain long-term debt. See Note 10 in the Corporation's
                           2001 Proxy Statement. None of such debt exceeds 10% of the total
                           assets of the Corporation and its consolidated subsidiaries. Thus,
                           copies of constituent instruments defining the rights of holders of
                           such debt are not required to be included as exhibits. The Corporation
                           agrees to furnish copies of such instruments to the Securities and
                           Exchange Commission upon request.
*(10)(a)                   Management Incentive Plan, as amended and restated, incorporated
                           herein by reference to Exhibit 10(a) to the Corporation's Quarterly
                           Report on Form 10-Q for the quarter ended 9-30-99.
*(10)(b)                   2000 Employee Stock Option Plan, as amended and restated.
*(10)(c)                   1997 Employee Stock Option Plan, as amended and restated.
*(10)(d)                   1992 Restricted Stock Incentive Plan, as amended and restated,
                           incorporated herein by reference to Exhibit 10(d) to the Corporation's
                           Quarterly Report on Form 10-Q for the quarter ended 3-31-99.
*(10)(e)                   1984 Stock Option Plan, as amended , 1-21-97 amendment, and 10-22-97
                           amendment, incorporated herein by reference to Exhibit 10(e) to the
                           Corporation's 1992, 1996 and 1997 Annual Reports on Form 10-K.
*(10)(f)                   1990 Stock Option Plan, as amended, 1-21-97 amendment, and 10-22-97
                           amendment, incorporated herein by reference to Exhibit 10(f) to the
                           Corporation's 1992, 1996 and 1997 Annual Reports on Form 10-K and
                           10-18-00 amendment.
*(10)(g)                   Survivor Benefits Plan, as amended and restated, incorporated herein
                           by reference to Exhibit 10(g) to the Corporation's 1997 Annual Report
                           on Form 10-K.
*(10)(h)                   Amended and Restated Directors and Executives Deferred Compensation
                           Plan and form of individual agreement, incorporated herein by
                           reference to Exhibit 10(h) to the Corporation's 1996 Annual Report on
                           Form 10-K.
*(10)(i)                   Amended and Restated Pension Restoration Plan, as amended and
                           restated, incorporated herein by reference to Exhibit 10(i) to the
                           Corporation's 1998 Annual Report on Form 10-K.
*(10)(j)                   Director Deferral Agreements with schedule, incorporated herein by reference
                           to Exhibit 10(k) to the Corporation's 1992 Annual Report on Form 10-K and Exhibit
                           10(j) to the Corporation's 1995 Annual Report on Form 10-K.
*(10)(k)                   Form of Severance Agreements dated 1-28-97, incorporated herein by reference to Exhibit
                           10(k) to the Corporation's 1996 Annual Report on Form 10-K.
*(10)(l)                   1995 Employee Stock Option Plan, as amended and restated.
*(10)(m)                   Non-Employee Directors Deferred Compensation Stock Option Plan, as
                           amended and restated, incorporated herein by reference to Exhibit
                           10(m) to the Corporation's 1997 Annual Report on Form 10-K.
*(10)(n)                   2000 Non-Employee Directors' Deferred Compensation Stock Option
                           Plan, incorporated herein by reference to Exhibit 10(o) to the
                           Corporation's Quarterly Report on Form 10-Q for the quarter ended 9-30-00.
 (21)                      Subsidiaries of the Corporation.
 (23)                      Accountants' Consents
 (24)                      Powers of Attorney
 (99)(a)                   The Corporation's Proxy Statement furnished to shareholders in
                           connection with Annual Meeting of Shareholders scheduled for April 17,
                           2001, including Financial Information Appendix and excluding the Board
                           Compensation Committee Report, the Total Shareholder Return
                           Performance Graph, the Audit Committee Report, the Audit Committee
                           Charter, and the statements regarding the independence of members of
                           the Audit Committee, filed March 15, 2001, and incorporated herein by
                           reference.
 (99)(b)                   Annual Report on Form ll-K for the Corporation's Savings Plan and
                           Trust, for fiscal year ended December 31, 2000, as authorized by SEC
                           Rule 15d-21 (to be filed as an amendment to Form 10-K).
</TABLE>


                                      28
<PAGE>   29

*        Exhibits marked with an "*" represent a management contract or
         compensatory plan or arrangement required to be identified and filed
         as an exhibit.


                                      29
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.B
<SEQUENCE>2
<FILENAME>g67684ex10-b.txt
<DESCRIPTION>2000 EMPLOYEE STOCK OPTION PLAN
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10(b)


                      FIRST TENNESSEE NATIONAL CORPORATION
                         2000 EMPLOYEE STOCK OPTION PLAN
            (Adopted 10-20-99, Amended and Restated October 18, 2000)

1.       PURPOSE. The 2000 Employee Stock Option Plan (the "Plan") of First
Tennessee National Corporation and any successor thereto (the "Company"), is
designed to enable employees of the Company and its subsidiaries to obtain a
proprietary interest in the Company, and thus to share in the future success of
the Company's business. Accordingly, the Plan is intended as a further means not
only of attracting and retaining outstanding personnel, but also of promoting a
closer identity of interest between employees and shareholders.

2.       DEFINITIONS. As used in the Plan, the following terms shall have the
respective meanings set forth below:

         (a)      "Change in Control" means the occurrence of any one of the
                  following events:

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

                           (ii) any "Person" (as defined under Section 3(a)(9)
                  of the Securities Exchange Act of 1934, as amended (the
                  "Exchange Act") and as used in Section 13(d) or Section 14(d)
                  of the Exchange Act) is or becomes a "beneficial owner" (as
                  defined in Rule 13d-3 under the Exchange Act), directly or
                  indirectly, of securities of the Company representing 20% or
                  more of the combined voting power of the Company's then
                  outstanding securities eligible to vote for the election of
                  the Board (the "Company Voting Securities"); provided,
                  however, that the event described in this paragraph (ii) shall
                  not be deemed to be a change in control by virtue of any of
                  the following acquisitions: (A) by the Company or any entity
                  in which the Company directly or indirectly beneficially owns
                  more than 50% of the voting securities or interests (a
                  "Subsidiary"), (B) by an employee stock ownership or employee
                  benefit plan or trust sponsored or maintained by the Company
                  or any Subsidiary, (C) by any underwriter temporarily holding
                  securities pursuant to an offering of such securities, or (D)
                  pursuant to a Non-Qualifying Transaction (as defined in
                  paragraph (iii));

                           (iii) the shareholders of the Company approve a
                  merger, consolidation, share exchange or similar form of
                  corporate transaction involving the Company or any of its
                  Subsidiaries that requires the approval of the Company's
                  shareholders, whether for such transaction or the issuance of
                  securities in the transaction (a "Business Combination"),
                  unless immediately following such Business Combination: (A)
                  more than 50% of the total voting power of (x) the corporation
                  resulting from such Business Combination (the "Surviving
                  Corporation"), or (y) if applicable, the ultimate parent
                  corporation that directly or indirectly has beneficial
                  ownership of 100% of the voting securities eligible to elect
                  directors of the Surviving Corporation (the "Parent
                  Corporation"), is represented by Company Voting Securities
                  that were outstanding immediately prior to the consummation of
                  such Business Combination (or, if applicable, is represented
                  by shares into which such Company Voting Securities were
                  converted pursuant to such Business Combination), and such
                  voting power among the holders thereof is in substantially the
                  same proportion as the voting power of such Company



                                        1


<PAGE>   2

                  Voting Securities among the holders thereof immediately prior
                  to the Business Combination, (B) no person (other than any
                  employee benefit plan sponsored or maintained by the Surviving
                  Corporation or the Parent Corporation), is or becomes the
                  beneficial owner, directly or indirectly, of 20% or more of
                  the total voting power of the outstanding voting securities
                  eligible to elect directors of the Parent Corporation (or, if
                  there is no Parent Corporation, the Surviving Corporation) and
                  (C) at least a majority of the members of the board of
                  directors of the Parent Corporation (or, if there is no Parent
                  Corporation, the Surviving Corporation) were Incumbent
                  Directors at the time of the Board's approval of the execution
                  of the initial agreement providing for such Business
                  Combination (any Business Combination which satisfies all of
                  the criteria specified in (A), (B) and (C) above shall be
                  deemed to be a "Non-Qualifying Transaction"); or

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

         Computations required by paragraph (iii) shall be made on and as of the
date of shareholder approval and shall be based on reasonable assumptions that
will result in the lowest percentage obtainable.

         Notwithstanding the foregoing, a change in control of the Company shall
not be deemed to occur solely because any person acquires beneficial ownership
of more than 20% of the Company Voting Securities as a result of the acquisition
of Company Voting Securities by the Company which reduces the number of Company
Voting Securities outstanding; provided, that if after such acquisition by the
Company such person becomes the beneficial owner of additional Company Voting
Securities that increases the percentage of outstanding Company Voting
Securities beneficially owned by such person, a change in control of the Company
shall then occur.

         (b)      "Committee" means the Stock Option Committee or any successor
                  committee designated by the Board of Directors to administer
                  this Plan, as provided in Section 5(a) hereof.

         (c)      "Early Retirement" means termination of employment after an
                  employee has fulfilled all service requirements for an early
                  pension, and before his or her Normal Retirement Date, under
                  the terms of the First Tennessee National Corporation Pension
                  Plan, as amended from time to time.

         (d)      "Quota" means the portion of the total number of shares
                  subject to an option which the grantee of the option may
                  purchase during the several periods of the term of the option
                  (if the option is subject to quotas), as provided in Section
                  8(b) hereof.

         (e)      "Retirement" means termination of employment after an employee
                  has fulfilled all service requirements for a pension under the
                  terms of the First Tennessee National Corporation Pension
                  Plan, as amended from time to time.

         (f)      "Subsidiary" means a subsidiary corporation as defined in
                  Section 425 of the Internal Revenue Code.

         (g)      "Successor" means the legal representative of the estate of a
                  deceased grantee or the person or persons who shall acquire
                  the right to exercise an option or related SAR by bequest or
                  inheritance or by reason of the death of the grantee, as
                  provided in Section 10 hereof.

         (h)      "Term of the Option" means the period during which a
                  particular option may be exercised, as provided in Section
                  8(a) hereof.

         (i)      "Three months after cessation of employment" means 5:00 p.m
                  Memphis time on the date corresponding numerically with the
                  date reflected in the Company's records as the effective date
                  of termination of employment in the third month following the
                  month in which the effective date of



                                        2


<PAGE>   3
                  termination of employment occurs (or in the event that such
                  third following month does not have a date so corresponding,
                  then the last day of the third following month). Also, if the
                  last day of such period is not a business day, then the period
                  will end at 5:00 p.m. Memphis time on the last business day of
                  such period.

         (j)      "Five years after (an event occurring on day x)" and "five
                  years from (an event occurring on day x)" means 5:00 p.m. on
                  the date in the fifth year following the year in which day x
                  occurred corresponding numerically with day x (or in the event
                  that day x is February 29, then February 28 in the fifth
                  following year). Also, if the last day of such period is not a
                  business day, then the period will end at 5:00 p.m. Memphis
                  time on the last business day of such period.

         (k)      "Voluntary Resignation" means any termination of employment
                  that is not involuntary and that is not the result of the
                  employee's death, disability, early retirement or retirement.

         (l)      "Workforce reduction" means any termination of employment of
                  one or more employees of the Company or one or more of its
                  subsidiaries as a result of the discontinuation by the Company
                  of a business or line of business or a realignment of the
                  Company, or a part thereof, or any other similar type of
                  event; provided, however, in the case of any such event
                  (whether the termination of employment was a result of a
                  discontinuation, a realignment, or another event), that the
                  Committee or the Board of Directors has designated the event
                  as a "workforce reduction" for purposes of this Plan."

3.       EFFECTIVE DATE OF PLAN. The Plan shall become effective upon approval
at a shareholder meeting by the holders of a majority of the shares of Company
common stock present, or represented, at such meeting and entitled to vote on
the Plan. No options may be granted under the Plan after the month and day in
the year 2010 corresponding to the day before the month and day on which the
Plan becomes effective. The term of options granted on or before such date may,
however, extend beyond that date, but no incentive stock options may be granted
which are exercisable after the expiration of ten (10) years after the date of
the grant.

4.       SHARES SUBJECT TO THE PLAN.

         (a)      The Company may grant options under the Plan authorizing the
                  issuance of no more than 1,500,000 shares of its $0.625 par
                  value (adjusted for any stock splits) common stock, which will
                  be provided from shares purchased in the open market or
                  privately or by the issuance of previously authorized but
                  unissued shares. For purposes of computing the maximum number
                  of shares that may be issued under the Plan, if shares are
                  tendered in payment of all or a portion of the exercise price,
                  then the number of shares issued in connection with such
                  exercise is the number of shares subject to option that was
                  exercised, net of the number tendered in payment.

         (b)      Shares as to which options previously granted under this Plan
                  shall for any reason lapse shall be restored to the total
                  number available for grant of options.

5.       PLAN ADMINISTRATION.

         (a)      The Plan shall be administered by a Stock Option Committee
                  (the "Committee") whose members shall be appointed from time
                  to time by, and shall serve at the pleasure of, the Board of
                  Directors of the Company. In addition, all members shall be
                  directors and shall meet the definitional requirements for
                  "non-employee director" (with any exceptions therein
                  permitted) contained in the then current SEC Rule 16b-3 or any
                  successor provision.

         (b)      The Committee shall adopt such rules of procedure as it may
                  deem proper.




                                        3


<PAGE>   4

         (c)      The powers of the Committee shall include plenary authority to
                  interpret the Plan, and subject to the provisions hereof, to
                  determine the persons to whom options shall be granted, the
                  number of shares subject to each option, the terms and term of
                  the option, and the date on which options shall be granted.

6.       ELIGIBILITY.

         (a)      Options may be granted under the Plan to employees of the
                  Company or any subsidiary selected by the Committee.
                  Determination by the Committee of the employees to whom
                  options shall be granted shall be conclusive.

         (b)      An individual may receive more than one option, subject,
                  however, to the following limitations: (I) in the case of an
                  incentive stock option (as described in Section 422A of the
                  Internal Revenue Code of 1986), the aggregate fair market
                  value (determined at the time the options are granted) of the
                  Company's common stock with respect to which incentive stock
                  options are exercisable for the first time during any calendar
                  year by any individual employee (under this Plan and all other
                  similar plans of the Company and its subsidiaries) shall not
                  exceed $100,000, and (ii) the maximum number of shares with
                  respect to which options are granted to an individual during
                  the term of the Plan, as defined in Section 3 hereof, shall
                  not exceed 1,000,000 shares. Incentive stock options granted
                  hereunder shall be clearly identified as such at the time of
                  grant.

7.       OPTION PRICE. The option price per share to be paid by the grantee to
the Company upon exercise of the option shall be determined by the Committee,
but shall not be less than 100% of the fair market value of the share at the
time the option is granted, nor shall the price per share be less than the par
value of the share. Notwithstanding the prior sentence, the option price per
share may be less than 100% of the fair market value of the share at the time
the option is granted if:

         (a)      The grantee of the option has entered into an agreement with
                  the Company pursuant to which the grant of the option (which
                  must be a non-qualified option and not an incentive stock
                  option) is in lieu of the payment of compensation; and

         (b)      The amount of such compensation when added to the cash
                  exercise price of the option equals at least 100% of the fair
                  market value (at the time the option is granted) of the shares
                  subject to option.

"Fair market value" for purposes of the Plan shall be the mean between the high
and low sales prices at which shares of the Company were sold on the New York
Stock Exchange on the valuation day or, if there were no sales on that day, then
on the last day prior to the valuation day during which there were sales. In the
event that this method of valuation is not practicable, then the Committee, in
its discretion, shall establish the method by which fair market value shall be
determined.

8.       TERMS OR QUOTAS OF OPTIONS:

         (a)      TERM. Each option granted under the Plan shall be exercisable
                  only during a term (the "Term of the Option") commencing one
                  year, or such other period of time (which may be less than or
                  more than one year) as is determined to be appropriate by the
                  Committee, after the date when the option was granted and
                  ending (unless the option shall have terminated earlier under
                  other provisions of the Plan) on a date to be fixed by the
                  Committee. Notwithstanding the foregoing, each option granted
                  under the Plan shall become exercisable in full immediately
                  upon a Change in Control.

         (b)      QUOTAS. The Committee shall have authority to grant options
                  exercisable in full at any time during their term, or
                  exercisable in quotas. Quotas or portions thereof not
                  purchased in earlier periods shall



                                        4


<PAGE>   5

                  be cumulated and be available for purchase in later periods.
                  In exercising an option, the grantee may purchase less than
                  the full quota available to him or her.

         (c)      EXERCISE OF STOCK OPTIONS. Stock options shall be exercised by
                  delivering, mailing, or transmitting to the Committee or its
                  designee (for all purposes under the Plan, in the absence of
                  an express designation by the Committee, the Company's
                  Executive Vice President-Employee Services is deemed to be the
                  Committee's designee) the following items:

                  (i) A notice, in the form and by the method (which may include
                  use of a telephone or other means of electronic communication)
                  and at times prescribed by the Committee, specifying the
                  number of shares to be purchased; and

                  (ii) A check or money order payable to the Company for the
                  full option price.

                  In addition, the Committee in its sole discretion may
                  determine that it is an appropriate method of payment for
                  grantees to pay, or make partial payment of, the option price
                  with shares of Company common stock in lieu of cash. In
                  addition, in its sole discretion the Committee may determine
                  that it is an appropriate method of payment for grantees to
                  pay for any shares subject to an option by delivering a
                  properly executed exercise notice together with irrevocable
                  instructions (which may be by the use of a telephone or other
                  means of electronic communication) to a broker to deliver
                  promptly to the Company the amount of sale or loan proceeds to
                  pay the purchase price (a "cashless exercise"). To facilitate
                  the foregoing, the Company may enter into agreements for
                  coordinated procedures with one or more brokerage firms. The
                  value of Company common stock surrendered in payment of the
                  exercise price shall be its fair market value, determined
                  pursuant to Section 7, on the date of exercise. Upon receipt
                  of such notice of exercise of a stock option and upon payment
                  of the option price by a method other than a cashless
                  exercise, the Company shall promptly deliver to the grantee
                  (or, in the event the grantee has executed a deferral
                  agreement, the Company shall deliver to the grantee at the
                  time specified in such deferral agreement) a certificate or
                  certificates for the shares purchased, without charge to him
                  or her for issue or transfer tax.

         (d)      POSTPONEMENTS. The Committee may postpone any exercise of an
                  option for such period of time as the Committee in its
                  discretion reasonably believes necessary to prevent any acts
                  or omissions that the Committee reasonably believes will be or
                  will result in the violation of any state or federal law; and
                  the Company shall not be obligated by virtue of any provision
                  of the Plan or the terms of any prior grant of an option to
                  recognize the exercise of an option or to sell or issue shares
                  during the period of such postponement. Any such postponement
                  shall automatically extend the time within which the option
                  may be exercised, as follows: The exercise period shall be
                  extended for a period of time equal to the number of days of
                  the postponement, but in no event shall the exercise period be
                  extended beyond the last day of the postponement for more days
                  than there were remaining in the option exercise period on the
                  first day of the postponement. Neither the Company nor any
                  subsidiary of the Company, nor any of their respective
                  directors or officers shall have any obligation or liability
                  to the grantee of an option or to a successor with respect to
                  any shares as to which the option shall lapse because of such
                  postponement.

         (e)      NON-TRANSFERABILITY. All options granted under the Plan shall
                  be non-transferable other than by will or by the laws of
                  descent and distribution, subject to Section 10 hereof, and an
                  option may be exercised during the lifetime of the grantee
                  only by him or her or by his/her guardian or legal
                  representative.

         (f)      CERTIFICATES. The stock certificate or certificates to be
                  delivered under this Plan may, at the request of the grantee,
                  be issued in his or her name or, with the consent of the
                  Company, as specified by the grantee.



                                        5


<PAGE>   6



         (g)      RESTRICTIONS. This subsection (g) shall be void and of no
                  legal effect in the event of a Change of Control.
                  Notwithstanding anything in any other section or subsection
                  herein to the contrary, the following provisions shall apply
                  to all options (except options designated by the Committee as
                  FirstShare options), exercises and grantees. An amount equal
                  to the spread realized in connection with the exercise of an
                  option within six months prior to a grantee's voluntary
                  resignation shall be paid to the Company by the grantee in the
                  event that the grantee, within six months following voluntary
                  resignation, engages, directly or indirectly, in any activity
                  determined by the Committee to be competitive with any
                  activity of the Company or any of its subsidiaries.

         (h)      TAXES. The Company shall be entitled to withhold the amount of
                  any tax attributable to amounts payable or shares deliverable
                  under the Plan, and the Company may defer making payment or
                  delivery of any benefits under the Plan if any tax is payable
                  until indemnified to its satisfaction. The Committee may, in
                  its discretion and subject to such rules which it may adopt,
                  permit a grantee to satisfy, in whole or in part, any federal,
                  state and local withholding tax obligation which may arise in
                  connection with the exercise of a stock option by electing
                  either:

                  (i) to have the Company withhold shares of Company common
                  stock from the shares to be issued upon the exercise of the
                  option;

                  (ii) to permit a grantee to tender back shares of Company
                  common stock issued upon the exercise of an option; or

                  (iii) to deliver to the Company previously owned shares of
                  Company common stock, having, in the case of (I), (ii), or
                  (iii), a fair market value equal to the amount of the federal,
                  state, and local withholding tax associated with the exercise
                  of the option.

         (i)      ADDITIONAL PROVISIONS APPLICABLE TO OPTION AGREEMENTS IN LIEU
                  OF COMPENSATION. If the Committee, in its discretion permits
                  participants to enter into agreements as contemplated by
                  Section 7 herein, then such agreements must be irrevocable and
                  cannot be changed by the participant once made, and such
                  agreements must be made at least prior to the performance of
                  any services with respect to which an option may be granted.
                  If any participant who enters into such an agreement
                  terminates employment prior to the grant of the option, then
                  the option will not be granted and all compensation which
                  would have been covered by the option will be paid to the
                  participant in cash.

9.       EXERCISE OF OPTION BY GRANTEE ON CESSATION OF EMPLOYMENT. If a person
to whom an option has been granted shall cease, for a reason other than his or
her death, disability, early retirement, retirement, workforce reduction, or
voluntary resignation, to be employed by the Company or a subsidiary, the option
shall terminate three months after the cessation of employment, unless it
terminates earlier under other provisions of the Plan. Until the option
terminates, it may be exercised by the grantee for all or a portion of the
shares as to which the right to purchase had accrued under the Plan at the time
of cessation of employment, subject to all applicable conditions and
restrictions provided in Section 8 hereof. If a person to whom an option has
been granted shall retire or become disabled, the option shall terminate three
years (unless the option was granted in lieu of compensation, in which case it
shall be five years) after the date of early retirement, retirement or
disability, unless it terminates earlier under other provisions of the Plan.
Although such exercise by a retiree or disabled grantee is not limited to the
exercise rights which had accrued at the date of early retirement, retirement or
disability, such exercise shall be subject to all applicable conditions and
restrictions prescribed in Section 8 hereof. If a person shall voluntarily
resign, his option to the extent not previously exercised shall terminate at
once. If the grantee of one or more stock options described in the second
sentence of Section 7 of the Plan or as to which the number of shares awarded
was based on a formula which included a percentage of the grantee's annual bonus
or target bonus or participation in a bonus plan shall cease to be employed as a
result of a workforce reduction, then each of such stock options shall terminate
on the date specified by the Committee, not to exceed five years after the date
of termination, unless it terminates earlier under other provisions of the Plan.
Although such exercise is not limited to the exercise rights which had accrued
at the date of termination, such exercise



                                        6


<PAGE>   7

shall be subject to all applicable conditions and restrictions prescribed in
Section 8 hereof. If the grantee of one or more stock options not described in
the prior two sentences of this paragraph shall cease to be employed as a result
of a workforce reduction, then each of such stock options shall terminate on the
date specified by the Committee, not to exceed three years after the date of
termination, unless it terminates earlier under other provisions of the Plan.
Although such exercise is not limited to exercise rights which had accrued at
the date of termination, such exercise shall be subject to all applicable
conditions and restrictions prescribed in Section 8 hereof.

10.      EXERCISE OF OPTION AFTER DEATH OF GRANTEE. If the grantee of an option
shall die while in the employ of the Company or within three months after
ceasing to be an employee, and if the option was in effect at the time of his or
her death (whether or not its term had then commenced), the option may, until
the expiration of three years (unless the option was granted in lieu of
compensation, in which case it shall be five years) from the date of death of
the grantee or until the earlier expiration of the term of the option, be
exercised by the successor of the deceased grantee. Although such exercise is
not limited to the exercise rights which had accrued at the date of death of the
grantee, such exercise shall be subject to all applicable conditions and
restrictions prescribed in Section 8 hereof.

11.      PYRAMIDING OF OPTIONS. The Committee in its sole discretion may from
time to time permit the method of exercising options known as pyramiding (the
automatic application of shares received upon the exercise of a portion of a
stock option to satisfy the exercise price for additional portions of the
option).

12.      SHAREHOLDER RIGHTS. No person shall have any rights of a shareholder by
virtue of a stock option except with respect to shares actually issued to him or
her, and issuance of shares shall confer no retroactive right to dividends.

13. ADJUSTMENT FOR CHANGES IN CAPITALIZATION. Any increase in the number of
outstanding shares of common stock of the Company occurring through stock splits
or stock dividends after the adoption of the Plan shall be reflected
proportionately:

         (a)      in an increase in the aggregate number of shares then
                  available for the grant of options under the

                  Plan, or becoming available through the termination or
                  forfeiture of options previously granted but unexercised;

         (b)      in the number available to grant to any one person;

         (c)      in the number subject to options then outstanding; and

         (d)      in the quotas remaining available for exercise under
                  outstanding options,

and a proportionate reduction shall be made in the per-share option price as to
any outstanding options or portions thereof not yet exercised. Any fractional
shares resulting from such adjustments shall be eliminated. If changes in
capitalization other than those considered above shall occur, the Board of
Directors shall make such adjustments in the number and class of shares for
which options may thereafter be granted, and in the number and class of shares
remaining subject to options previously granted and in the per-share option
price as the Board in its discretion may consider appropriate, and all such
adjustments shall be conclusive; provided, however, that the Board shall not
make any adjustments with respect to the number of shares subject to previously
granted incentive stock options or available for grant as options if such
adjustment would constitute the adoption of a new plan requiring shareholder
approval before further incentive stock options could be granted.

14.      TERMINATION, SUSPENSION, OR MODIFICATION OF PLAN. The Board of
Directors may at any time terminate, suspend, or modify the Plan, except that
the Board of Directors shall not amend the Plan in violation of law. No
termination, suspension, or modification of the Plan shall adversely affect any
right acquired by any grantee, or by any successor of a grantee (as provided in
Section 10 hereof), under the terms of an option granted before the date of such
termination, suspension, or modification, unless such grantee or successor shall
consent, but it shall be conclusively



                                        7


<PAGE>   8

presumed that any adjustment for changes in capitalization as provided in
Section 13 does not adversely affect any such right.

15.      APPLICATION OF PROCEEDS. The proceeds received by the Company from the
sale of its shares under the Plan will be used for general corporate purposes.

16.      NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan nor the
granting of any stock option shall confer upon the grantee any right to continue
in the employ of the Company or any of its subsidiaries or interfere in any way
with the right of the Company or the subsidiary to terminate such employment at
any time.

17.      GOVERNING LAW. The Plan and all determinations thereunder shall be
governed by and construed in accordance with the laws of the State of Tennessee.

18.      SUCCESSORS. This Plan shall bind any successor of the Company, its
assets or its businesses (whether direct or indirect, by purchase, merger,
consolidation or otherwise), in the same manner and to the same extent that the
Company would be obligated under this Plan if no succession had taken place. In
the case of any transaction in which a successor would not by the foregoing
provision or by operation of law be bound by this Plan, the Company shall
require such successor expressly and unconditionally to assume and agree to
perform the Company's obligations under this Plan, in the same manner and to the
same extent that the Company would be required to perform if no such succession
had taken place. The term "Company," as used in the Plan, shall mean the Company
as hereinbefore defined and any successor or assignee to the business or assets
which by reason hereof becomes bound by this Plan.








                                        8

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.C
<SEQUENCE>3
<FILENAME>g67684ex10-c.txt
<DESCRIPTION>1997 EMPLOYEE STOCK OPTION PLAN
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10(c)


                      FIRST TENNESSEE NATIONAL CORPORATION
                         1997 EMPLOYEE STOCK OPTION PLAN
                (Adopted 10-22-96, Amended and Restated 10-18-00)

1.       PURPOSE. The 1997 Employee Stock Option Plan (the "Plan") of First
Tennessee National Corporation and any successor thereto, (the "Company") is
designed to enable employees of the Company and its subsidiaries to obtain a
proprietary interest in the Company, and thus to share in the future success of
the Company's business. Accordingly, the Plan is intended as a further means not
only of attracting and retaining outstanding personnel, but also of promoting a
closer identity of interest between employees and shareholders.

2.       DEFINITIONS. As used in the Plan, the following terms shall have the
respective meanings set forth below:

         (a)      "Change in Control" means the occurrence of any one of the
                  following events:

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

                           (ii) any "Person" (as defined under Section 3(a)(9)
                  of the Securities Exchange Act of 1934, as amended (the
                  "Exchange Act") and as used in Section 13(d) or Section 14(d)
                  of the Exchange Act) is or becomes a "beneficial owner" (as
                  defined in Rule 13d-3 under the Exchange Act), directly or
                  indirectly, of securities of the Company representing 20% or
                  more of the combined voting power of the Company's then
                  outstanding securities eligible to vote for the election of
                  the Board (the "Company Voting Securities"); provided,
                  however, that the event described in this paragraph (ii) shall
                  not be deemed to be a change in control by virtue of any of
                  the following acquisitions: (A) by the Company or any entity
                  in which the Company directly or indirectly beneficially owns
                  more than 50% of the voting securities or interests (a
                  "Subsidiary"), (B) by an employee stock ownership or employee
                  benefit plan or trust sponsored or maintained by the Company
                  or any Subsidiary, (C) by any underwriter temporarily holding
                  securities pursuant to an offering of such securities, or (D)
                  pursuant to a Non-Qualifying Transaction (as defined in
                  paragraph (iii));

                           (iii) the shareholders of the Company approve a
                  merger, consolidation, share exchange or similar form of
                  corporate transaction involving the Company or any of its
                  Subsidiaries that requires the approval of the Company's
                  shareholders, whether for such transaction or the issuance of
                  securities in the transaction (a "Business Combination"),
                  unless immediately following such Business Combination: (A)
                  more than 50% of the total voting power of (x) the corporation
                  resulting from such Business Combination (the "Surviving
                  Corporation"), or (y) if applicable, the ultimate parent
                  corporation that directly or indirectly has beneficial
                  ownership of 100% of the voting securities eligible to elect
                  directors of the Surviving Corporation (the "Parent
                  Corporation"), is represented by Company Voting Securities
                  that were outstanding immediately prior to the consummation of
                  such Business Combination (or, if applicable, is represented
                  by shares into which such Company Voting Securities were
                  converted pursuant to such Business Combination), and such
                  voting power among the holders thereof is in substantially the
                  same proportion as the voting power of such Company



                                        1


<PAGE>   2

                  Voting Securities among the holders thereof immediately prior
                  to the Business Combination, (B) no person (other than any
                  employee benefit plan sponsored or maintained by the Surviving
                  Corporation or the Parent Corporation), is or becomes the
                  beneficial owner, directly or indirectly, of 20% or more of
                  the total voting power of the outstanding voting securities
                  eligible to elect directors of the Parent Corporation (or, if
                  there is no Parent Corporation, the Surviving Corporation) and
                  (C) at least a majority of the members of the board of
                  directors of the Parent Corporation (or, if there is no Parent
                  Corporation, the Surviving Corporation) were Incumbent
                  Directors at the time of the Board's approval of the execution
                  of the initial agreement providing for such Business
                  Combination (any Business Combination which satisfies all of
                  the criteria specified in (A), (B) and (C) above shall be
                  deemed to be a "Non-Qualifying Transaction"); or

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

         Computations required by paragraph (iii) shall be made on and as of the
date of shareholder approval and shall be based on reasonable assumptions that
will result in the lowest percentage obtainable.

         Notwithstanding the foregoing, a change in control of the Company shall
not be deemed to occur solely because any person acquires beneficial ownership
of more than 20% of the Company Voting Securities as a result of the acquisition
of Company Voting Securities by the Company which reduces the number of Company
Voting Securities outstanding; provided, that if after such acquisition by the
Company such person becomes the beneficial owner of additional Company Voting
Securities that increases the percentage of outstanding Company Voting
Securities beneficially owned by such person, a change in control of the Company
shall then occur.

         (b)      "Committee" means the Stock Option Committee or any successor
                  committee designated by the Board of Directors to administer
                  the Stock Option Plan, as provided in Section 5(a) hereof.

         (c)      "Early Retirement" means termination of employment after an
                  employee has fulfilled all service requirements for an early
                  pension, and before his or her Normal Retirement Date, under
                  the terms of the First Tennessee National Corporation Pension
                  Plan, as amended from time to time.

         (d)      "Quota" means the portion of the total number of shares
                  subject to an option which the grantee of the option may
                  purchase during the several periods of the term of the option
                  (if the option is subject to quotas), as provided in Section
                  8(b) hereof.

         (e)      "Retirement" means termination of employment after an employee
                  has fulfilled all service requirements for a pension under the
                  terms of the First Tennessee National Corporation Pension
                  Plan, as amended from time to time.

         (f)      "Subsidiary" means a subsidiary corporation as defined in
                  Section 425 of the Internal Revenue Code.

         (g)      "Successor" means the legal representative of the estate of a
                  deceased grantee or the person or persons who shall acquire
                  the right to exercise an option or related SAR by bequest or
                  inheritance or by reason of the death of the grantee, as
                  provided in Section 10 hereof.

         (h)      "Term of the Option" means the period during which a
                  particular option may be exercised, as provided in Section
                  8(a) hereof.

         (i)      "Three months after cessation of employment" means a period of
                  time beginning at 12:01 A.M. on the day following the date
                  notice of termination of employment was given and ending at
                  11:59 P.M. on the date in the third following month
                  corresponding numerically with the date notice of



                                        2


<PAGE>   3

                  termination of employment was given ( or in the event that the
                  third following month does not have a date so corresponding,
                  then the last day of the third following month).

         (j)      "Five years after (an event occurring on day x)" and "five
                  years from (an event occurring on day x)" means a period of
                  time beginning at 12:01 A.M. on the day following day x and
                  ending at 11:59 P.M. on the date in the fifth following year
                  corresponding numerically with day x (or in the event that the
                  fifth following year does not have a date so corresponding,
                  then the last day of the sixtieth following month).

         (k)      "Voluntary Resignation" means any termination of employment
                  that is not involuntary and that is not the result of the
                  employee's death, disability, early retirement or retirement.

         (l)      "Workforce reduction" means any termination of employment of
                  one or more employees of the Company or one or more of its
                  subsidiaries as a result of the discontinuation by the Company
                  of a business or line of business or a realignment of the
                  Company, or a part thereof, or any other similar type of
                  event; provided, however, in the case of any such event
                  (whether the termination of employment was a result of a
                  discontinuation, a realignment, or another event), that the
                  Committee or the Board of Directors has designated the event
                  as a "workforce reduction" for purposes of this Plan."

3.       EFFECTIVE DATE OF PLAN. The Plan shall become effective upon approval
by the Board of Director of the Company. No options may be granted under the
Plan after the month and day in the year 2006 corresponding to the day before
the month and day on which the Plan becomes effective. The term of options
granted on or before such date may, however, extend beyond that date.

4.       SHARES SUBJECT TO THE PLAN.

         (a)      The Company may grant options under the Plan authorizing the
                  issuance of no more than 22,200,000 shares of its $0.625 par
                  value (adjusted for any stock splits) common stock, which will
                  be provided from shares purchased in the open market or
                  privately (that became authorized but unissued shares under
                  state corporation law) or by the issuance of previously
                  authorized but unissued shares.

         (b)      Shares as to which options previously granted under this Plan
                  shall for any reason lapse shall be restored to the total
                  number available for grant of options.

5.        PLAN ADMINISTRATION.

         (a)      The Plan shall be administered by a Stock Option Committee
                  (the "Committee") whose members shall be appointed from time
                  to time by, and shall serve at the pleasure of, the Board of
                  Directors of the Company. In addition, all members shall be
                  directors and shall meet the definitional requirements for
                  "non-employee director" (with any exceptions therein
                  permitted) contained in the then current SEC Rule 16b-3 or any
                  successor provision.

         (b)      The Committee shall adopt such rules of procedure as it may
                  deem proper.

         (c)      The powers of the Committee shall include plenary authority to
                  interpret the Plan, and subject to the provisions hereof, to
                  determine the persons to whom options shall be granted, the
                  number of shares subject to each option, the term of the
                  option, and the date on which options shall be granted.



                                        3


<PAGE>   4

6.       ELIGIBILITY.

         (a)      Options may be granted under the Plan to employees of the
                  Company or any subsidiary selected by the Committee.
                  Determination by the Committee of the employees to whom
                  options shall be granted shall be conclusive.

         (b)      An individual may receive more than one option.

7.       OPTION PRICE. The option price per share to be paid by the grantee to
the Company upon exercise of the option shall be determined by the Committee,
but shall not be less than 100% of the fair market value of the share at the
time the option is granted, nor shall the price per share be less than the par
value of the share. Notwithstanding the prior sentence, the option price per
share may be less than 100% of the fair market value of the share at the time
the option is granted if:

         (a)      The grantee of the option has entered into an agreement with
                  the Company pursuant to which the grant of the option is in
                  lieu of the payment of compensation; and

         (b)      The amount of such compensation when added to the cash
                  exercise price of the option equals at least 100% of the fair
                  market value (at the time the option is granted) of the shares
                  subject to option.

"Fair market value" for purposes of the Plan shall be the mean between the high
and low sales prices at which shares of the Company were sold on the valuation
day as quoted by the Nasdaq Stock Market or, if there were no sales on that day,
then on the last day prior to the valuation day during which there were sales.
In the event that this method of valuation is not practicable, then the
Committee, in its discretion, shall establish the method by which fair market
value shall be determined.

8.       TERMS OR QUOTAS OF OPTIONS:

         (a)      TERM. Each option granted under the Plan shall be exercisable
                  only during a term (the "Term of the Option") commencing one
                  year, or such other period of time (which may be less than or
                  more than one year) as is determined to be appropriate by the
                  Committee, after the date when the option was granted and
                  ending (unless the option shall have terminated earlier under
                  other provisions of the Plan) on a date to be fixed by the
                  Committee. Notwithstanding the foregoing, each option granted
                  under the Plan shall become exercisable in full immediately
                  upon a Change in Control.

         (b)      QUOTAS. The Committee shall have authority to grant options
                  exercisable in full at any time during their term, or
                  exercisable in quotas. Quotas or portions thereof not
                  purchased in earlier periods shall be cumulated and be
                  available for purchase in later periods. In exercising his or
                  her option, the grantee may purchase less than the full quota
                  available to him or her.

         (c)      EXERCISE OF STOCK OPTIONS. Stock options shall be exercised by
                  delivering, mailing, or transmitting to the Committee or its
                  designee (for all purposes under the Plan, in the absence of
                  an express designation by the Committee, the Company's
                  Personnel Division Manager is deemed to be the Committee's
                  designee) the following items:

                  (i) A notice, in the form, by the method, and at times
                  prescribed by the Committee, specifying the number of shares
                  to be purchased; and

                  (ii) A check or money order payable to the Company for the
                  full option price.

                  In addition, the Committee in its sole discretion may
                  determine that it is an appropriate method of payment for
                  grantees to pay, or make partial payment of, the option price
                  with shares of Company



                                        4


<PAGE>   5

                  common stock in lieu of cash. In addition, in its sole
                  discretion the Committee may determine that it is an
                  appropriate method of payment for grantees to pay for any
                  shares subject to an option by delivering a properly executed
                  exercise notice together with a copy of irrevocable
                  instructions to a broker to deliver promptly to the Company
                  the amount of sale or loan proceeds to pay the purchase price
                  (a "cashless exercise"). To facilitate the foregoing, the
                  Company may enter into agreements for coordinated procedures
                  with one or more brokerage firms. The value of Company common
                  stock surrendered in payment of the exercise price shall be
                  its fair market value, determined pursuant to Section 7, on
                  the date of exercise. Upon receipt of such notice of exercise
                  of a stock option and upon payment of the option price by a
                  method other than a cashless exercise, the Company shall
                  promptly deliver to the grantee (or, in the event the grantee
                  has executed a deferral agreement, the Company shall deliver
                  to the grantee at the time specified in such deferral
                  agreement) a certificate or certificates for the shares
                  purchased, without charge to him or her for issue or transfer
                  tax.

         (d)      POSTPONEMENTS. The Committee may postpone any exercise of an
                  option for such period of time as the Committee in its
                  discretion reasonably believes necessary to prevent any acts
                  or omissions that the Committee reasonably believes will be or
                  will result in the violation of any state or federal law; and
                  the Company shall not be obligated by virtue of any provision
                  of the Plan or the terms of any prior grant of an option to
                  recognize the exercise of an option or to sell or issue shares
                  during the period of such postponement. Any such postponement
                  shall automatically extend the time within which the option
                  may be exercised, as follows: The exercise period shall be
                  extended for a period of time equal to the number of days of
                  the postponement, but in no event shall the exercise period be
                  extended beyond the last day of the postponement for more days
                  than there were remaining in the option exercise period on the
                  first day of the postponement. Neither the Company nor any
                  subsidiary of the Company, nor any of their respective
                  directors or officers shall have any obligation or liability
                  to the grantee of an option or to a successor with respect to
                  any shares as to which the option shall lapse because of such
                  postponement.

         (e)      NON-TRANSFERABILITY. All options granted under the Plan shall
                  be non-transferable other than by will or by the laws of
                  descent and distribution, subject to Section 10 hereof, and an
                  option may be exercised during the lifetime of the grantee
                  only by him or her or by his/her guardian or legal
                  representative.

         (f)      CERTIFICATES. The stock certificate or certificates to be
                  delivered under this Plan may, at the request of the grantee,
                  be issued in his or her name or, with the consent of the
                  Company, the name of another person as specified by the
                  grantee.

         (g)      RESTRICTIONS. This subsection (g) shall be void and of no
                  legal effect in the event of a Change of Control.
                  Notwithstanding anything in any other section or subsection
                  herein to the contrary, the following provisions shall apply
                  to all options (except options designated by the Committee as
                  FirstShare options), exercises and grantees. An amount equal
                  to the spread realized in connection with the exercise of an
                  option within six months prior to a grantee's voluntary
                  resignation shall be paid to the Company by the grantee in the
                  event that the grantee, within six months following voluntary
                  resignation, engages, directly or indirectly, in any activity
                  determined by the Committee to be competitive with any
                  activity of the Company or any of its subsidiaries.

         (h)      TAXES. The Company shall be entitled to withhold the amount of
                  any tax attributable to amounts payable or shares deliverable
                  under the Plan, and the Company may defer making payment or
                  delivery of any benefits under the Plan if any tax is payable
                  until indemnified to its satisfaction. The Committee may, in
                  its discretion and subject to such rules which it may adopt,
                  permit a grantee to satisfy, in whole or in part, any federal,
                  state and local withholding tax obligation which may arise in
                  connection with the exercise of a stock option, by electing
                  either:



                                        5


<PAGE>   6

                  (i) to have the Company withhold shares of Company common
                  stock from the shares to be issued upon the exercise of the
                  option;

                  (ii) to permit a grantee to tender back shares of Company
                  common stock issued upon the exercise of an option; or

                  (iii) to deliver to the Company previously owned shares of
                  Company common stock, having, in the case of (i), (ii), or
                  (iii), a fair market value equal to the amount of the federal,
                  state, and local withholding tax associated with the exercise
                  of the option.

         (i)      ADDITIONAL PROVISIONS APPLICABLE TO OPTION AGREEMENTS IN LIEU
                  OF COMPENSATION. If the Committee, in its discretion permits
                  participants to enter into agreements as contemplated by
                  Section 7 herein, then such agreements must be irrevocable and
                  cannot be changed by the participant once made, and such
                  agreements must be made at least prior to the performance of
                  any services with respect to which an option may be granted.
                  If any participant who enters into such an agreement
                  terminates employment prior to the grant of the option, then
                  the option will not be granted and all compensation which
                  would have been covered by the option will be paid to the
                  participant in cash.

9.       EXERCISE OF OPTION BY GRANTEE ON CESSATION OF EMPLOYMENT. If a person
to whom an option has been granted shall cease, for a reason other than his or
her death, disability, early retirement, retirement, workforce reduction, or
voluntary resignation, to be employed by the Company or a subsidiary, the option
shall terminate three months after the cessation of employment, unless it
terminates earlier under other provisions of the Plan. Until the option
terminates, it may be exercised by the grantee for all or a portion of the
shares as to which the right to purchase had accrued under the Plan at the time
of cessation of employment, subject to all applicable conditions and
restrictions provided in Section 8 hereof. If a person to whom an option has
been granted shall retire or become disabled, the option shall terminate five
years after the date of early retirement, retirement or disability, unless it
terminates earlier under other provisions of the Plan. Although such exercise by
a retiree or disabled grantee is not limited to the exercise rights which had
accrued at the date of early retirement, retirement or disability, such exercise
shall be subject to all applicable conditions and restrictions prescribed in
Section 8 hereof. If a person shall voluntarily resign, his option to the extent
not previously exercised shall terminate at once. In the event that the sale of
certain assets and assumption of certain liabilities (referred to herein as "the
sale of the Division") of the HomeBanc Mortgage Corporation division (the
"Division") of First Horizon Home Loan Corporation occurs, then notwithstanding
anything herein to the contrary, if the grantee of one or more stock options
described in the second sentence of Section 7 of the Plan is employed by the
Division immediately prior to the closing of the sale of the Division and is not
an employee of the Equibanc department of the Division and if the employment of
the grantee of such option or options terminates at the time of the closing of
the sale of the Division, then each of such stock options shall terminate at
5:00 p.m. Memphis time on the fifth anniversary of the closing of the sale of
the Division (or if such date is not a business day, then on the immediately
preceding business day), unless it terminates earlier under the Plan. The
exercise of each of such options is subject to all applicable conditions and
restrictions provided in Section 8 hereof. If the grantee of one or more stock
options described in the second sentence of Section 7 of the Plan or as to which
the number of shares awarded was based on a formula which included a percentage
of the grantee's annual bonus or target bonus or participation in a bonus plan
shall cease to be employed as a result of a workforce reduction, then each of
such stock options shall terminate on the date specified by the Committee, not
to exceed five years after the date of termination, unless it terminates earlier
under other provisions of the Plan. Although such exercise is not limited to the
exercise rights which had accrued at the date of termination, such exercise
shall be subject to all applicable conditions and restrictions prescribed in
Section 8 hereof. If the grantee of one or more stock options not described in
the prior two sentences of this paragraph shall cease to be employed as a result
of a workforce reduction, then each of such stock options shall terminate on the
date specified by the Committee, not to exceed three years after the date of
termination, unless it terminates earlier under other provisions of the Plan.
Although such exercise is not limited to exercise rights which had accrued at
the date of termination, such exercise shall be subject to all applicable
conditions and restrictions prescribed in Section 8 hereof.



                                        6


<PAGE>   7
 10.      EXERCISE OF OPTION AFTER DEATH OF GRANTEE. If the grantee of an option
shall die while in the employ of the Company or within three months after
ceasing to be an employee, and if the option was in effect at the time of his or
her death (whether or not its term had then commenced), the option may, until
the expiration of five years from the date of death of the grantee or until the
earlier expiration of the term of the option, be exercised by the successor of
the deceased grantee. Although such exercise is not limited to the exercise
rights which had accrued at the date of death of the grantee, such exercise
shall be subject to all applicable conditions and restrictions prescribed in
Section 8 hereof.

11.      PYRAMIDING OF OPTIONS. The Committee in its sole discretion may from
time to time permit the method of exercising options known as pyramiding (the
automatic application of shares received upon the exercise of a portion of a
stock option to satisfy the exercise price for additional portions of the
option).

12.      SHAREHOLDER RIGHTS. No person shall have any rights of a shareholder by
virtue of a stock option except with respect to shares actually issued to him or
her, and issuance of shares shall confer no retroactive right to dividends.

13.      ADJUSTMENT FOR CHANGES IN CAPITALIZATION. Any increase in the number of
outstanding shares of common stock of the Company occurring through stock splits
or stock dividends after the adoption of the Plan shall be reflected
proportionately:

         (a)      in an increase in the aggregate number of shares then
                  available for the grant of options under the Plan, or becoming
                  available through the termination or forfeiture of options
                  previously granted but unexercised;

         (b)      in the number subject to options then outstanding; and

         (c)      in the quotas remaining available for exercise under
                  outstanding options,

and a proportionate reduction shall be made in the per-share option price as to
any outstanding options or portions thereof not yet exercised. Any fractional
shares resulting from such adjustments shall be eliminated. If changes in
capitalization other than those considered above shall occur, the Board of
Directors shall make such adjustments in the number and class of shares for
which options may thereafter be granted, and in the number and class of shares
remaining subject to options previously granted and in the per-share option
price as the Board in its discretion may consider appropriate, and all such
adjustments shall be conclusive.

14.      TERMINATION, SUSPENSION, OR MODIFICATION OF PLAN. The Board of
Directors may at any time terminate, suspend, or modify the Plan, except that
the Board of Directors shall not amend the Plan in violation of law. No
termination, suspension, or modification of the Plan shall adversely affect any
right acquired by any grantee, or by any successor of a grantee (as provided in
Section 10 hereof), under the terms of an option granted before the date of such
termination, suspension, or modification, unless such grantee or successor shall
consent, but it shall be conclusively presumed that any adjustment for changes
in capitalization as provided in Section 13 does not adversely affect any such
right.

15.      APPLICATION OF PROCEEDS. The proceeds received by the Company from the
sale of its shares under the Plan will be used for general corporate purposes.

16.      NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan nor the
granting of any stock option shall confer upon the grantee any right to continue
in the employ of the Company or any of its subsidiaries or interfere in any way
with the right of the Company or the subsidiary to terminate such employment at
any time.

17.      GOVERNING LAW. The Plan and all determinations thereunder shall be
governed by and construed in accordance with the laws of the State of Tennessee.





                                        7


<PAGE>   8
 18.      SUCCESSORS. This Plan shall bind any successor of the Company, its
assets or its businesses (whether direct or indirect, by purchase, merger,
consolidation or otherwise), in the same manner and to the same extent that the
Company would be obligated under this Plan if no succession had taken place. In
the case of any transaction in which a successor would not by the foregoing
provision or by operation of law be bound by this Plan, the Company shall
require such successor expressly and unconditionally to assume and agree to
perform the Company's obligations under this Plan, in the same manner and to the
same extent that the Company would be required to perform if no such succession
had taken place. The term "Company," as used in the Plan, shall mean the Company
as hereinbefore defined and any successor or assignee to the business or assets
which by reason hereof becomes bound by this Plan.





                                        8


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.F
<SEQUENCE>4
<FILENAME>g67684ex10-f.txt
<DESCRIPTION>1990 STOCK OPTION PLAN
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10(f)


          AMENDMENTS TO 1990 STOCK OPTION PLAN AND 1995, 1997 AND 2000
                          EMPLOYEE STOCK OPTION PLANS
                    OF FIRST TENNESSEE NATIONAL CORPORATION
                                OCTOBER 18, 2000

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

1.       Add to the "Definitions" section of each Plan (Section 2) the following
         new term:

         "Workforce reduction" means any termination of employment of one or
         more employees of the Company or one or more of its subsidiaries as a
         result of the discontinuation by the Company of a business or line of
         business or a realignment of the Company, or a part thereof, or any
         other similar type of event; provided, however, in the case of any such
         event (whether the termination of employment was a result of a
         discontinuation, a realignment, or another event), that the Committee
         or the Board of Directors has designated the event as a "workforce
         reduction" for purposes of this Plan."

2.       Amend Section 9 of each Plan [Section 10 for the 1990 Plan] by adding
         the term "workforce reduction" to the first sentence thereof so that
         the sentence will read as follows:

         "If a person to whom an option has been granted shall cease, for a
         reason other than his or her death, disability, early retirement,
         retirement, workforce reduction, or voluntary resignation, to be
         employed by the Company or a subsidiary, the options shall terminate
         three months after the cessation of employment, unless it terminates
         earlier under other provisions of the Plan."

3.       Add the following new sentences to Section 9 of each Plan [except the
         1990 Plan] at the appropriate location:

         "If the grantee of one or more stock options described in the second
         sentence of Section 7 of the Plan or as to which the number of shares
         awarded was based on a formula which included a percentage of the
         grantee's annual bonus or target bonus or participation in a bonus plan
         shall cease to be employed as a result of a workforce reduction, then
         each of such stock options shall terminate on the date specified by the
         Committee, not to exceed five years after the date of termination,
         unless it terminates earlier under other provisions of the Plan.
         Although such exercise is not limited to the exercise rights which had
         accrued at the date of termination, such exercise shall be subject to
         all applicable conditions and restrictions prescribed in Section 8
         hereof. If the grantee of one or more stock options not described in
         the prior two sentences of this paragraph shall cease to be employed as
         a result of a workforce reduction, then each of such stock options
         shall terminate on the date specified by the Committee, not to exceed
         three years after the date of termination, unless it terminates earlier
         under other provisions of the Plan. Although such exercise is not
         limited to exercise rights which had accrued at the date of
         termination, such exercise




<PAGE>   2

         shall be subject to all applicable conditions and restrictions
         prescribed in Section 8 hereof."

4.       Add the following new sentences to Section 10 of the 1990 Plan at the
         appropriate location:

         "If the grantee of one or more stock options shall cease to be employed
         as a result of a workforce reduction, then each of such stock options
         shall terminate on the date specified by the Committee, not to exceed
         three years after the date of termination, unless it terminates earlier
         under other provisions of the Plan. Although such exercise is not
         limited to exercise rights which had accrued at the date of
         termination, such exercise shall be subject to all applicable
         conditions and restrictions prescribed in Section 9 hereof."




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.L
<SEQUENCE>5
<FILENAME>g67684ex10-l.txt
<DESCRIPTION>1995 EMPLOYEE STOCK OPTION PLAN
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10(l)







                      FIRST TENNESSEE NATIONAL CORPORATION
                         1995 EMPLOYEE STOCK OPTION PLAN
                   (As Amended and Restated October 18, 2000)

1.       Purpose. The 1995 Employee Stock Option Plan (the "Plan") of First
Tennessee National Corporation and any successor thereto (the "Company") is
designed to enable employees of the Company and its subsidiaries to obtain a
proprietary interest in the Company, and thus to share in the future success of
the Company's business. Accordingly, the Plan is intended as a further means not
only of attracting and retaining outstanding personnel, but also of promoting a
closer identity of interest between employees and shareholders.

2.       DEFINITIONS. As used in the Plan, the following terms shall have the
         respective meanings set forth below:

         (a)      "Change in Control" means the occurrence of any one of the
                  following events:

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

         (ii) any "Person" (as defined under Section 3(a)(9) of the Securities
         Exchange Act of 1934, as amended (the "Exchange Act") and as used in
         Section 13(d) or Section 14(d) of the Exchange Act) is or becomes a
         "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
         directly or indirectly, of securities of the Company representing 20%
         or more of the combined voting power of the Company's then outstanding
         securities eligible to vote for the election of the Board (the "Company
         Voting Securities"); provided, however, that the event described in
         this paragraph (ii) shall not be deemed to be a change in control by
         virtue of any of the following acquisitions: (A) by the Company or any
         entity in which the Company directly or indirectly beneficially owns
         more than 50% of the voting securities or interests (a "Subsidiary"),
         (B) by an employee stock ownership or employee benefit plan or trust
         sponsored or maintained by the Company or any Subsidiary, (C) by any
         underwriter temporarily holding securities pursuant to an offering of
         such securities, or (D) pursuant to a Non-Qualifying Transaction (as
         defined in paragraph (iii));

         (iii) the shareholders of the Company approve a merger, consolidation,
         share exchange or similar form of corporate transaction involving the
         Company or any of its Subsidiaries that requires the approval of the
         Company's shareholders, whether for such transaction or the issuance of
         securities in the transaction (a "Business Combination"), unless
         immediately following such Business Combination: (A) more than 50% of
         the total voting power of (x) the corporation resulting from such
         Business Combination (the "Surviving Corporation"), or (y) if
         applicable, the ultimate parent corporation that directly or indirectly
         has beneficial ownership of 100% of the voting securities eligible to
         elect directors of the Surviving Corporation (the "Parent
         Corporation"), is represented by Company Voting Securities that were
         outstanding immediately prior to the



                                        1


<PAGE>   2

consummation of such Business Combination (or, if applicable, is represented by
shares into which such Company Voting Securities were converted pursuant to such
Business Combination), and such voting power among the holders thereof is in
substantially the same proportion as the voting power of such Company Voting
Securities among the holders thereof immediately prior to the Business
Combination, (B) no person (other than any employee benefit plan sponsored or
maintained by the Surviving Corporation or the Parent Corporation), is or
becomes the beneficial owner, directly or indirectly, of 20% or more of the
total voting power of the outstanding voting securities eligible to elect
directors of the Parent Corporation (or, if there is no Parent Corporation, the
Surviving Corporation) and (C) at least a majority of the members of the board
of directors of the Parent Corporation (or, if there is no Parent Corporation,
the Surviving Corporation) were Incumbent Directors at the time of the Board's
approval of the execution of the initial agreement providing for such Business
Combination (any Business Combination which satisfies all of the criteria
specified in (A), (B) and (C) above shall be deemed to be a "Non-Qualifying
Transaction"); or

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

         Computations required by paragraph (iii) shall be made on and as of the
date of shareholder approval and shall be based on reasonable assumptions that
will result in the lowest percentage obtainable.

         Notwithstanding the foregoing, a change in control of the Company shall
not be deemed to occur solely because any person acquires beneficial ownership
of more than 20% of the Company Voting Securities as a result of the acquisition
of Company Voting Securities by the Company which reduces the number of Company
Voting Securities outstanding; provided, that if after such acquisition by the
Company such person becomes the beneficial owner of additional Company Voting
Securities that increases the percentage of outstanding Company Voting
Securities beneficially owned by such person, a change in control of the Company
shall then occur.

         (b)      "Committee" means the Stock Option Committee or any successor
                  committee designate by the Board of Directors to administer
                  the Stock Option Plan, as provided in Section 5(a) hereof.

         (c)      "Early Retirement" means termination of employment after an
                  employee has fulfilled all service requirements for an early
                  pension, and before his or her Normal Retirement Date, under
                  the terms of the First Tennessee National Corporation Pension
                  Plan, as amended from time to time.

         (d)      "Quota" means the portion of the total number of shares
                  subject to an option which the grantee of the option may
                  purchase during several periods of the term of the option (if
                  the option is subject to quotas), as provided in Section 8(b)
                  hereof. SAR's are granted, if at all, at the time of granting
                  a stock option. If a stock option is subject to quotas, the
                  related SAR is subject to the same quotas.

         (e)      "Retirement" means termination of employment after an employee
                  has fulfilled all service requirements for a pension under the
                  terms of the First Tennessee National Corporation Pension
                  Plan, as amended from time to time.

         (f)      "Subsidiary" means a subsidiary corporation as defined in
                  Section 425 of the Internal Revenue Code.

         (g)      "Successor" means the legal representative of the estate of a
                  deceased grantee or the person or persons who shall acquire
                  the right to exercise an option or related SAR by bequest or
                  inheritance or by reason of the death of the grantee, as
                  provided in Section 10 hereof.

         (h)      "Term of the Option" means the period during which a
                  particular option or related SAR may be exercised in Section
                  8(a) hereof.

         (i)      "Three months after cessation of employment" means a period of
                  time beginning at 12:01 A.M. on the day following the date
                  notice of termination of employment was given and ending at
                  11:59 P.M.



                                        2


<PAGE>   3

                  on the date in the third following month corresponding
                  numerically with the date notice of termination of employment
                  was given (or in the event that the third following month
                  does not have a date so corresponding, then the last day of
                  the third following month).

         (j)      "Five years after (an event occurring on day x)" and "five
                  years from (an event occurring on day x)" means a period of
                  time beginning at 12:01 A.M. on the day following day x and
                  ending at 11:59 P.M. on the date in the fifth following year
                  corresponding numerically with day x (or in the event that the
                  fifth following year does not have a date so corresponding,
                  then the last day of the sixtieth following month).

         (k)      "Voluntary Resignation" means any termination of employment
                  that is not involuntary and that is not the result of the
                  employee's death, disability, early retirement or retirement.

         (l)      "Workforce reduction" means any termination of employment of
                  one or more employees of the Company or one or more of its
                  subsidiaries as a result of the discontinuation by the Company
                  of a business or line of business or a realignment of the
                  Company, or a part thereof, or any other similar type of
                  event; provided, however, in the case of any such event
                  (whether the termination of employment was a result of a
                  discontinuation, a realignment, or another event), that the
                  Committee or the Board of Directors has designated the event
                  as a "workforce reduction" for purposes of this Plan."

3.       EFFECTIVE DATE OF PLAN. The Plan shall become effective when approved
at a shareholder's meeting by the holders of a majority of the shares of Company
common stock present or represented at the meeting and entitled to vote on the
Plan. No options or related SAR's may be granted under the Plan after the month
and day in the year 2005 corresponding to the day before the month and day on
which the Plan becomes effective. The term of option granted on or before such
date may, however, extend beyond that date, but no incentive stock options may
be granted which are exercisable after the expiration of ten (10) years after
the date of the grant.

4.       SHARES SUBJECT TO THE PLAN.

         (a)      The Company may grant options and related SAR's under the Plan
                  authorizing the issuance of no more than 3,000,000 shares of
                  its $1.25 par value common stock, which will be provided from
                  shares purchased in the open market or privately (that became
                  authorized but unissued shares under state corporation law) or
                  by the issuance of previously authorized but unissued shares.

         (b)      When an option is granted under the Plan, the Committee in its
                  sole discretion may include the grant of a SAR permitting the
                  grantee to elect to receive stock or cash or a combination
                  thereof in exchange for the surrender the unexercised related
                  option or portion thereof. Solely with respect to grantees
                  subject to the reporting and short-swing profits provisions of
                  Section 16 of the Securities Exchange Act of 1934 ("Section 16
                  grantees"), the Committee shall have the sole discretion to
                  consent to or disapprove the election of the grantee to
                  receive cash in full or partial settlement of the SAR. With
                  respect to all other grantees, the election is final without
                  any action by the Committee.

         (c)      Shares as to which options and related SAR's previously
                  granted under this Plan shall for any reason lapse shall be
                  restored to the total number available for grant of options.
                  Shares subject to options surrendered in exchange for the
                  exercise of a SAR shall not be restored to the total number
                  available for the grant of options or related SAR's.

5.       PLAN ADMINISTRATION.

         (a)      The Plan shall be administered by a Stock Option Committee
                  (the "Committee") whose members shall be appointed from time
                  to time by, and shall serve at the pleasure of, the Board of
                  Directors of



                                        3


<PAGE>   4

                  the Company. In addition, all members shall be directors and
                  shall meet the definitional requirements for "disinterested
                  person" (with any exceptions therein permitted) contained in
                  the then current SEC Rule 16b-3 or any successor provision.

         (b)      The Committee shall adopt such rules of procedure as it may
                  deem proper.

         (c)      The powers of the Committee shall include plenary authority to
                  interpret the Plan, and subject to the provisions hereof, to
                  determine the persons to whom options and related SAR's shall
                  be granted, the number of shares subject to each option and
                  related SAR, the term of option and related SAR, and the date
                  on which options and related SAR's shall be granted.

6.       ELIGIBILITY.

         (a)      Options and related SAR's may be granted under the Plan to
                  employees of the Company or any subsidiary selected by the
                  Committee. Determination by the Committee of the employees to
                  whom options and related SAR's shall be granted shall be
                  conclusive.

         (b)      An individual may receive more than one option and related
                  SAR, subject, however, to the following limitations: (i) in
                  the case of an incentive stock option (as described in Section
                  422A of the Internal Revenue Code of 1986), the aggregate fair
                  market value (determined at the time the options are granted)
                  of the Company's common stock with respect to which incentive
                  stock options are exercisable for the first time during any
                  calendar year by any individual employee (under this Plan and
                  all other similar plans of the Company and its subsidiaries)
                  shall not exceed $100,000, and (ii) the maximum number of
                  shares with respect to which options or SAR's are granted to
                  an individual during the term of the Plan, as defined in
                  Section 3 hereof, shall not exceed 200,000 shares. Incentive
                  stock options granted hereunder shall be clearly identified as
                  such at the time of grant.

7.       OPTION PRICE. The option price per share to be paid by the grantee to
the Company upon exercise of the option shall be determined by the Committee,
but shall not be less than 100% of the fair market value of the share at the
time the option is granted, nor shall the price per share be less than the par
value of the share. Notwithstanding the prior sentence, the option price per
share may be less than 100% of the fair market value of the share at the time
the option is granted if:

         (a)      The grantee of the option has entered into an agreement with
                  the Company pursuant to which the grant of the option is in
                  lieu of the payment of compensation; and

         (b)      The amount of such compensation when added to the cash
                  exercise price of the option equals at least 100% of the fair
                  market value (at the time the option is granted) of the shares
                  subject to option.

"Fair market value" for purposes of the Plan shall be the mean between the high
and low sales prices at which shares of the Company were sold on the valuation
day as quoted by the Nasdaq Stock Market or, if there were no sales on that day,
then on the last day prior to the valuation day during which there were sales.
In the event that this method of valuation is not practicable, then the
Committee, in its discretion, shall establish the method by which fair market
value shall be determined.

8.       TERMS OR QUOTAS OF OPTIONS AND RELATED SAR'S:

         (a)      TERM. Each option and related SAR granted under the Plan shall
                  be exercisable only during a term (the "Term of the Option")
                  commencing one year, or such other period of time (which may
                  be less than or more than one year) as is determined to be
                  appropriate by the Committee, after the date when the option
                  or related SAR was granted and ending (unless the option and
                  related SAR shall have terminated earlier under other
                  provisions of the Plan) on a date to be fixed by the
                  Committee.



                                        4


<PAGE>   5

                  Notwithstanding the foregoing, each option and related SAR
                  granted under the Plan shall become exercisable in full
                  immediately upon a Change in Control.

         (b)      QUOTAS. The Committee shall have authority to grant options
                  and related SAR's exercisable in full at any time during their
                  term, or exercisable in quotas. Quotas or portions thereof not
                  purchased in earlier periods shall be cumulated and be
                  available for purchase in later periods. In exercising his or
                  her option or related SAR, the grantee may purchase less than
                  the full quota available to him or her.

         (c)      EXERCISE OF STOCK OPTIONS. Stock options shall be exercised by
                  delivering, mailing, or transmitting to the Committee or its
                  designee the following items:

                  (i) A notice, in the form, by the method, and at times
                  prescribed by the Committee, specifying the number of shares
                  to be purchased; and

                  (ii) A check or money order payable to the Company for the
                  full option price.

                  In addition, the Committee in its sole discretion may
                  determine that it is an appropriate method of payment for
                  grantees to pay, or make partial payment of, the option price
                  with shares of Company common stock, $1.25 par value, in lieu
                  of cash. In addition, in its sole discretion the Committee may
                  determine that it is an appropriate method of payment for
                  grantees to pay for any shares subject to an option by
                  delivering a properly executed exercise notice together with a
                  copy of irrevocable instructions to a broker to deliver
                  promptly to the Company the amount of sale or loan proceeds to
                  pay the purchase price. To facilitate the foregoing, the
                  Company may enter into agreements for coordinated procedures
                  with one or more brokerage firms. The value of Company common
                  stock surrendered in payment of the exercise price shall be
                  its fair market value, determined pursuant to Section 7, on
                  the date of exercise. Upon receipt of such notice of exercise
                  of a stock option and upon payment of the option price by a
                  method other than a cashless exercise, the Company shall
                  promptly deliver to the grantee (or in the event the grantee
                  has executed a deferral agreement, the Company shall deliver
                  to the grantee at the time specified in such deferral
                  agreement) a certificate or certificates for the shares
                  purchased, without charge to him or her for issue or transfer
                  tax.

         (d)      EXERCISE OF SAR'S. Except as required by subsection 8(e), a
                  SAR shall be exercised by delivering, mailing, or transmitting
                  to the Committee or its designee a notice in the form, by the
                  method, and at times prescribed by the Committee, specifying
                  the grantee's election, in accordance with Subsection 4(b), to
                  receive cash, stock, or a combination thereof in full or
                  partial settlement of the SAR, or a portion thereof.

         (e)      CASH SETTLEMENTS OF SAR'S BY SECTION 16 GRANTEES.
                  Notwithstanding subsection 8(d), solely with respect to
                  Section 16 grantees, an election to receive cash in full or
                  partial settlement of a SAR or a portion thereof and the
                  actual exercise of such SAR shall be made by delivering,
                  mailing, or transmitting, to the Committee or its designee
                  during the period beginning on the third business day
                  following the release for publication of the Company's
                  quarterly or annual sales and earnings and ending on the
                  twelfth business day following such date a notice, in the form
                  and by the method prescribed by the Committee, specifying the
                  grantee's election to receive cash in full or partial
                  settlement of the SAR, or a portion thereof. Such notice shall
                  constitute both the grantee's election to receive cash and the
                  actual exercise of the SAR for a cash settlement.

         (f)      SAR PAYMENTS. Upon the exercise of a SAR in accordance with
                  subsection 8(d), the Company shall promptly deliver to the
                  grantee stock or cash or a combination thereof, in such
                  proportion as has been elected by the grantee pursuant to
                  subsection 8(d), equal to:



                                        5


<PAGE>   6

                  (i) The fair market value, as determined in Section 7, of one
                  share of Company common stock on the date of exercise of the
                  SAR: minus

                  (ii)  The option price of the related option; multiplied by

                  (iii) The number of shares subject to option which are being
                  surrendered in exercise of the SAR, or portion thereof.
                  Provided, however, solely for the purpose of exercising an
                  SAR, the per share gain to the grantee as measured by the
                  difference between the fair market value, as described in (i),
                  and the option price, as described in (ii), shall not exceed
                  200% of the option price. For example, if the option price is
                  $12 per share, the gain may not exceed $24 per share or, in
                  this example, be based on a fair market value at the time of
                  exercise in excess of $36.

         (g)      SAR PAYMENTS TO SECTION 16 GRANTEES. Upon the exercise of a
                  SAR in accordance with subsection 9(e), the Company shall
                  promptly deliver to the grantee cash or the combination of
                  stock and cash, in such proportion as has been elected by the
                  grantee and consented to by the Committee pursuant to
                  subsections 4(b) and 8(e), equal to:

                  (i) The highest fair market value, as determined in Section 7,
                  of one share of Company common stock occurring during ten
                  business day period specified in subsection 8(e) during which
                  the grantee makes his election and exercises the SAR; minus

                  (ii)  The option price of the related option; multiplied by

                  (iii) The number of shares subject to option which are being
                  surrendered in exercise of the SAR, or portion thereof.
                  Provided, however, solely for the purpose of exercising an
                  SAR, the per share gain to the grantee as measured by the
                  difference between the fair market value, as described in (i),
                  and the option price, as described in (ii), shall not exceed
                  200% of the option price. For example, if the option price is
                  $12 per share, the gain may not exceed $24 per share or, in
                  this example, be based on a fair market value at the time of
                  exercise in excess of $36.

         (h)      POSTPONEMENTS. The Committee may postpone any exercise of an
                  option or related SAR for such period of time as the Committee
                  in its discretion reasonably believes necessary to prevent any
                  acts or omissions that the Committee reasonably believes will
                  be or will result in the violation of any state or federal
                  law; and the Company shall not be obligated by virtue of any
                  provision of the Plan or the terms of any prior grant of an
                  option or related SAR to recognize the exercise of an option
                  or related SAR or to sell or issue shares during the period of
                  such postponement. Any such postponement shall automatically
                  extend the time within which the option or related SAR may be
                  exercised, as follows: The exercise period shall be extended
                  for a period of time equal to the number of days of the
                  postponement, but in no event shall the exercise period be
                  extended beyond the last day of the postponement for more days
                  than there were remaining in the option or related SAR's
                  exercise period on the first day of the postponement. Neither
                  the Company, nor its directors of officers, shall have any
                  obligation or liability to the grantee of an option or related
                  SAR or to a successor with respect to any shares as to which
                  the option or related SAR shall lapse because of such
                  postponement.

         (i)      NON-TRANSFERABILITY. All options and related SAR's granted
                  under the Plan shall be non-transferable other than by will or
                  by the laws of descent and distribution, subject to Section 10
                  hereof, and an option or related SAR may be exercised during
                  the lifetime of the grantee only by him or her or by his/her
                  guardian or legal representative. Also, if required by the
                  then current Rule 16b-3, or any successor provision, and
                  solely with respect to Section 16 grantees, common stock
                  acquired upon the exercise of an option or related SAR may not
                  be sold for at least six months after acquisition, except in
                  the case of such grantee's death or disability. Also, if
                  required by the then current Rule 16b-3, or any successor
                  provision, and solely with respect to Section 16 grantees,
                  then



                                        6


<PAGE>   7
                  notwithstanding anything hereunto the contrary, options and
                  SAR's are not exercisable for at least six months after grant
                  except in the case of death or disability.

         (j)      CERTIFICATES. The stock certificate or certificates to be
                  delivered under this Plan may, at the request of the grantee,
                  be issued in his or her name or, with the consent of the
                  Company, the name of another person as specified by the
                  grantee.

         (k)      RESTRICTIONS. This subsection (k) shall be void and of no
                  legal effect in the event of a Change of Control.
                  Notwithstanding anything in any other section or subsection
                  herein to the contrary, the following provisions shall apply
                  to all options and related SAR's (except options and, if any,
                  related SAR's designated by the Committee as FirstShare
                  options and related SAR's), exercises and grantees. An amount
                  equal to the spread realized in connection with the exercise
                  of an option or SAR within six months prior to a grantee's
                  voluntary resignation shall be paid to the Company by the
                  grantee in the event that the grantee, within six months
                  following voluntary resignation, engages, directly or
                  indirectly, in any activity determined by the Committee to be
                  competitive with any activity of the Company or any of its
                  subsidiaries.

         (l)      TAXES. The Company shall be entitled to withhold the amount of
                  any tax attributable to amounts payable or shares deliverable
                  under the Plan, and the Company may defer making payment or
                  delivery of any benefits under the Plan if any tax is payable
                  until indemnified to its satisfaction. The Committee may, in
                  its discretion and subject to such rules which it may adopt,
                  permit a grantee to satisfy, in whole or in part, any federal,
                  state and local withholding tax obligation which may arise in
                  connection with the exercise of a stock option or SAR, by
                  electing either:

                  (i) To have the Company withhold shares of Company common
                  stock from the shares to be issued upon the exercise of the
                  option or SAR;

                  (ii) To permit a grantee to tender back shares of Company
                  common stock issued upon the exercise of an option or SAR; or

                  (iii) To deliver to the Company previously owned shares of
                  Company common stock having a fair market value equal to the
                  amount of the federal, state, and local withholding tax
                  associated with the exercise of the option or SAR.

         (m)      ADDITIONAL PROVISIONS APPLICABLE TO OPTION AGREEMENTS IN LIEU
                  OF COMPENSATION. If the Committee, in its discretion permits
                  participants to enter into agreements as contemplated by
                  Section 7 herein, then such agreements must be irrevocable and
                  cannot be changed by the participant once made, and such
                  agreements must be made at least prior to the performance of
                  any services with respect to which an option may be granted.
                  Also, solely with respect to Section 16 grantees, the date of
                  the grant of any option pursuant to an agreement contemplated
                  by Section 7 herein must be at least six months after the date
                  on which a participant enters into such agreement, and the
                  exercise price must be determined by reference to the fair
                  market value of the Company's shares on the date of grant. If
                  any participant who enters into such an agreement terminates
                  employment prior to the grant of the option, then the option
                  will not be granted and all compensation which would have been
                  covered by the option will be paid to the participant in cash.

9.       EXERCISE OF OPTION BY GRANTEE ON CESSATION OF EMPLOYMENT. If a person
to whom an option has been granted shall cease, for a reason other than his or
her death, disability, early retirement, retirement, workforce reduction, or
voluntary resignation, to be employed by the Company or a subsidiary, the option
and related SAR shall terminate three months after the cessation of employment,
unless it terminates earlier under other provisions of the Plan. Until the
option or related SAR terminates, it may be exercised by the grantee for all or
a portion of the shares as to which the



                                        7


<PAGE>   8

right to purchase had accrued under the Plan at the time of cessation of
employment, subject to all applicable conditions and restrictions provided in
Section 8 hereof. If a person to whom an option or related SAR has been granted
shall retire or become disabled, the option and related SAR shall terminate five
years after the date of early retirement, retirement or disability, unless it
terminates earlier under the Plan. Although such exercise by a retiree or
disabled grantee is not limited to the exercise rights which had accrued at the
date of early retirement, retirement or disability, such exercise shall be
subject to all applicable conditions and restrictions prescribed in Section 8
hereof. If a person shall voluntarily resign, his option and related SAR to the
extent not previously exercised shall terminate at once. In the event that the
sale of certain assets and assumption of certain liabilities (referred to herein
as "the sale of the Division") of the HomeBanc Mortgage Corporation division
(the "Division") of First Horizon Home Loan Corporation occurs, then
notwithstanding anything herein to the contrary, if the grantee of one or more
stock options described in the second sentence of Section 7 of the Plan is
employed by the Division immediately prior to the closing of the sale of the
Division and is not an employee of the Equibanc department of the Division and
if the employment of the grantee of such option or options terminates at the
time of the closing of the sale of the Division, then each of such stock options
shall terminate at 5:00 p.m. Memphis time on the fifth anniversary of the
closing of the sale of the Division (or if such date is not a business day, then
on the immediately preceding business day), unless it terminates earlier under
the Plan. The exercise of each of such options is subject to all applicable
conditions and restrictions provided in Section 8 hereof. If the grantee of one
or more stock options described in the second sentence of Section 7 of the Plan
or as to which the number of shares awarded was based on a formula which
included a percentage of the grantee's annual bonus or target bonus or
participation in a bonus plan shall cease to be employed as a result of a
workforce reduction, then each of such stock options shall terminate on the date
specified by the Committee, not to exceed five years after the date of
termination, unless it terminates earlier under other provisions of the Plan.
Although such exercise is not limited to the exercise rights which had accrued
at the date of termination, such exercise shall be subject to all applicable
conditions and restrictions prescribed in Section 8 hereof. If the grantee of
one or more stock options not described in the prior two sentences of this
paragraph shall cease to be employed as a result of a workforce reduction, then
each of such stock options shall terminate on the date specified by the
Committee, not to exceed three years after the date of termination, unless it
terminates earlier under other provisions of the Plan. Although such exercise is
not limited to exercise rights which had accrued at the date of termination,
such exercise shall be subject to all applicable conditions and restrictions
prescribed in Section 8 hereof.

10.      EXERCISE OF OPTION OR RELATED SAR AFTER DEATH OF GRANTEE. If the
grantee of an option and related SAR shall die while in the employ of the
Company or within three months after ceasing to be an employee, and if the
option and related SAR was in effect at the time of his or her death (whether or
not its term had then commenced), the option and related SAR may, until the
expiration of five years from the date of death of the grantee or until the
earlier expiration of the term of the option and related SAR, be exercised by
the successor of the deceased grantee. Although such exercise is not limited to
the exercise rights which had accrued at the date of death of the grantee, such
exercise shall be subject to all applicable conditions and restrictions
prescribed in Section 8 hereof.

11.      PYRAMIDING OF OPTIONS. The Committee in its sole discretion may from
time to time permit the method of exercising options known as pyramiding (the
automatic application of shares received upon the exercise of a portion of a
stock option to satisfy the exercise price for additional portions of the
option).

12.      SHAREHOLDER RIGHTS. No person shall have any rights of a shareholder by
virtue of a stock option and related SAR except with respect to shares actually
issued to him or her, and issuance of shares shall confer no retroactive right
to dividends.

13.      ADJUSTMENT FOR CHANGES IN CAPITALIZATION. Any increase in the number of
outstanding shares of common stock of the Company occurring through stock splits
or stock dividends after the adoption of the Plan shall be reflected
proportionately:


         (a)      In an increase in the aggregate number of shares then
                  available for the grant of options and related SAR's under the
                  Plan, or becoming available through the termination of options
                  and related SAR's previously granted but unexercised;




                                        8


<PAGE>   9


         (b)      In the number available to grant to any one person;

         (c)      In the number subject to options and related SAR's then
                  outstanding; and

         (d)      In the quotas remaining available for exercise under
                  outstanding options and related SAR's,

and a proportionate reduction shall be made in the per-share option price as to
any outstanding options and related SAR's or portions thereof not yet exercised.
Any fractional shares resulting from such adjustments shall be eliminated. If
changes in capitalization other than those considered above shall occur, the
Board of Directors shall make such adjustments in the number and class of shares
for which options and related SAR's may thereafter be granted, and in the number
and class of shares remaining subject to options and related SAR's previously
granted and in the per-share option price as the Board in its discretion may
consider appropriate, and all such adjustments shall be conclusive; provided,
however, that the Board shall not make any adjustments with respect to the
number of shares subject to previously granted incentive stock options or
available for grant as options if such adjustment would constitute the adoption
of a new plan requiring shareholder approval before further incentive stock
options could be granted.

14.      TERMINATION, SUSPENSION, OR MODIFICATION OF PLAN. The Board of
Directors may at any time terminate, suspend, or modify the Plan, except that
the Board of Directors shall not amend the Plan in violation of law and shall
not, without shareholder approval, make any amendment to the Plan (other than
amendments pursuant to Section 13 herein) that would:

         (a)      Increase the number of shares specified in Section 4(a);

         (b)      Extend the duration of the Plan specified in Section 3; or

         (c)      Modify the class of employees eligible to receive options and
                  related SAR's under the Plan.

No termination, suspension, or modification of the Plan shall adversely affect
any right acquired by any grantee, or by any successor of a grantee (as provided
in Section 10 hereof), under the terms of an option and related SAR's granted
before the date of such termination, suspension, or modification, unless such
grantee or successor shall consent, but it shall be conclusively presumed that
any adjustment for changes in capitalization as provided in Section 13 does not
adversely affect any such right.

15.      APPLICATION OF PROCEEDS. The proceeds received by the Company from the
sale of its shares under the Plan will be used for general corporate purposes.

16.      NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan nor the
granting of any stock option or SAR shall confer upon the grantee any right to
continue in the employ of the Company or any of its subsidiaries or interfere in
any way with the right of the Company or the subsidiary to terminate such
employment at any time.

17.      SUCCESSORS. This Plan shall bind any successor of the Company, its
assets or its businesses (whether direct or indirect, by purchase, merger,
consolidation or otherwise), in the same manner and to the same extent that the
Company would be obligated under this Plan if no succession had taken place. In
the case of any transaction in which a successor would not by the foregoing
provision or by operation of law be bound by this Plan, the Company shall
require such successor expressly and unconditionally to assume and agree to
perform the Company's obligations under this Plan, in the same manner and to the
same extent that the Company would be required to perform if no such succession
had taken place. The term "Company," as used in the Plan, shall mean the Company
as hereinbefore defined and any successor or assignee to the business or assets
which by reason hereof becomes bound by this Plan.



                                        9

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>6
<FILENAME>g67684ex21.txt
<DESCRIPTION>SUBSIDIARIES OF THE CORPORATION
<TEXT>

<PAGE>   1
                                                                      EXHIBIT 21


                           PARENTS AND SUBSIDIARIES

         The following is a list of all subsidiaries of First Tennessee National
Corporation ("FTNC") and information on an unconsolidated entity at December 31,
2000. Each subsidiary is 100% owned by its immediate parent, except as described
below in note (3), and all are included in the Consolidated Financial
Statements:

<TABLE>
<CAPTION>
                                                                   Type of Ownership        Jurisdiction of
                 Subsidiary                                        by FTNC                  Incorporation
                 ----------                                        -----------------        ---------------
<S>                                                                <C>                      <C>
Cleveland Bank & Trust Company                                     Direct                   Tennessee
First National Bank of Springdale                                  Direct                   United States
First Tennessee Bank National Association (1)                      Direct                   United States
   Check Consultants, Incorporated                                 Indirect                 Tennessee
         Check Consultants Company of Tennessee, Inc.              Indirect                 Tennessee
   Community Leasing Corporation*                                  Indirect                 Tennessee
   Community Money Center, Inc.*                                   Indirect                 Tennessee
   East Tennessee Service Corporation*                             Indirect                 Tennessee
         Upper East Tennessee Insurance Agency*                    Indirect                 Tennessee
   Federal Flood Certification Corporation                         Indirect                 Texas
   First Express Remittance Processing, Inc.                       Indirect                 Tennessee
   First Funds, Inc.*                                              Indirect                 Tennessee
   First Horizon Insurance Services, Inc.                          Indirect                 Tennessee
   First Horizon Merchant Services, Inc.                           Indirect                 Tennessee
   First Horizon Money Center, Inc.*                               Indirect                 Tennessee
   First Horizon Strategic Alliances, Inc.                         Indirect                 Tennessee
   First Tennessee ABS, Inc.                                       Indirect                 Delaware
   First Tennessee Brokerage, Inc.                                 Indirect                 Tennessee
   First Tennessee Capital Assets Corporation                      Indirect                 Tennessee
   First Tennessee Commercial Loan Management, Inc.                Indirect                 Tennessee
   First Tennessee Equipment Finance Corporation                   Indirect                 Tennessee
   First Tennessee Housing Corporation                             Indirect                 Tennessee
         CC Community Development Holdings, Inc.                   Indirect                 Tennessee
   First Tennessee Merchant Equipment, Inc.*                       Indirect                 Tennessee
   FT Real Estate Information Mortgage Solutions Holdings, Inc.    Indirect                 Delaware
         FT Real Estate Information Mortgage Solutions, Inc.       Indirect                 Delaware
   FT Real Estate Securities Holding Company, Inc.                 Indirect                 Arkansas
         FT Real Estate Securities Company, Inc.                   Indirect                 Arkansas
   First Tennessee Securities Corporation                          Indirect                 Tennessee
   FT Insurance Corporation                                        Indirect                 Tennessee
   FT Mortgage Holding Corporation                                 Indirect                 Delaware
                 First Horizon Home Loan Corporation (2)           Indirect                 Kansas
                         First Tennessee Mortgage Services, Inc.   Indirect                 Tennessee
                         First Horizon Asset Securities, Inc.      Indirect                 Delaware
   FT Reinsurance Company                                          Indirect                 South Carolina
   Hickory Venture Capital Corporation                             Indirect                 Alabama
</TABLE>



<PAGE>   2
<TABLE>
<S>                                                                <C>                      <C>
   JPO, Inc.                                                       Indirect                 Tennessee
   TSMM Corporation                                                Indirect                 Tennessee
FTB Futures Corporation*                                           Direct                   Tennessee
Hickory Capital Corporation                                        Direct                   Tennessee
Highland Capital Management Corp.                                  Direct                   Tennessee
Martin & Company, Inc.                                             Direct                   Tennessee
Mountain Financial Company*                                        Direct                   Tennessee
Norlen Life Insurance Company                                      Direct                   Arizona
Peoples and Union Bank                                             Direct                   Tennessee
Peoples Bank                                                       Direct                   Mississippi
</TABLE>

   *Inactive.

(1)      Divisions of this subsidiary do business in certain jurisdictions under
         the following names: First Express, First Horizon Equity Lending, First
         Horizon Money Center, First Securities Company in Mobile, First
         Tennessee Capital Markets, Garland Capital Management, Garland Trust,
         Gulf Pacific Mortgage.

(2)      Divisions of this subsidiary do business in certain jurisdictions under
         the following names: Atlantic Coast Mortgage, Carl I. Brown Mortgage,
         CIB Mortgage, Customer One Mortgage, Elliott Ames, Emerald Mortgage,
         EquiBanc Mortgage Corporation, 1st Coastal Mortgage, First Tennessee
         Mortgage Company, Inc., FTB Mortgage Services, Keystone Mortgage,
         McGuire Mortgage, MNC Mortgage, Mortgage Resources, Patriot Financial
         Group, Premier Mortgage, Premier Mortgage Resources, Priority One,
         Mortgage Bankers, Select Mortgage Resources, Sunbelt National Mortgage.

(3)      The following subsidiaries are not wholly-owned by their immediate
         parent:

                 FT Real Estate Securities Company, Inc. - FTNC
                         owns <1% of the common stock with the balance of the
                         common stock owned by the subsidiary's immediate
                         parent. Some preferred stock is not owned directly or
                         indirectly by FTNC.

                 FT      Real Estate Securities Holding Company, Inc. - FTNC
                         owns <1% of the common stock directly with the balance
                         of the common stock owned by the subsidiary's immediate
                         parent.

                 First   Tennessee Mortgage Services, Inc. - FTNC owns <2% of
                         the common stock directly with the balance of the
                         common stock owned by the subsidiary's immediate
                         parent.

         In addition, FTNC has an investment in the following unconsolidated
         entity:

         First Tennessee Capital I, a Delaware business trust - 100% of the
         Trust's common securities owned by FTNC

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>7
<FILENAME>g67684ex23.txt
<DESCRIPTION>ACCOUNTANTS CONSENT
<TEXT>

<PAGE>   1
                                                                      EXHIBIT 23



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of our
report dated January 16, 2001, included in First Tennessee National
Corporation's 2001 Proxy Statement, into the Company's 2000 Annual Report on
Form 10-K, and previously filed registration statement file Nos. 33-8029,
33-9846, 33-40398, 33-44142, 33-52561, 33-57241, 33-58975, 33- 63809, 33-64471,
333-16225, 333-16227, 333-17457, 333-17457-01, 333-17457-02, 333- 17457-03,
333-17457-04, 333-70075, 333-91137, 333-92145, 333-92147, and 333-56052 and to
all references to our firm included therein.

Arthur Andersen LLP

Memphis, Tennessee
March 28, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>8
<FILENAME>g67684ex24.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>

<PAGE>   1
                                                                      EXHIBIT 24


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint ELBERT L. THOMAS, JR., JAMES F.
KEEN, CLYDE A. BILLINGS, JR., and MILTON A. GUTELIUS, JR., jointly and each of
them severally, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to execute and sign the Annual
Report on Form 10-K for the fiscal year ended December 31, 2000 to be filed with
the Securities and Exchange Commission, pursuant to the provisions of the
Securities Exchange Act of 1934, by First Tennessee National Corporation
("Corporation") and, further, to execute and sign any and all amendments thereto
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, or their or his or her
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all the acts that said attorneys-in-fact
and agents, or any of them, or their or his or her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

<TABLE>
<CAPTION>
           Signature                             Title                         Date
           ---------                             -----                         ----

<S>                                    <C>                                 <C>
Ralph Horn                             Chairman of the Board,              March 16, 2001
- ------------------------------------   President and Chief Executive
Ralph Horn                             Officer and a Director
                                       (principal executive officer)

Elbert L. Thomas, Jr.                  Executive Vice President and        March 16, 2001
- ------------------------------------   Chief Financial Officer
Elbert L. Thomas, Jr.                  (principal financial officer)


James F. Keen                          Senior Vice President and           March 16, 2001
- ------------------------------------   Corporate Controller (principal
James F. Keen                          accounting officer)


Robert C. Blattberg                    Director                            March 16, 2001
- ------------------------------------
Robert C. Blattberg


Carlos H. Cantu                        Director                            March 16, 2001
- ------------------------------------
Carlos H. Cantu
</TABLE>




                                   Page 1 of 2

<PAGE>   2


<TABLE>
<S>                                    <C>                                 <C>
George E. Cates                        Director                            March 16, 2001
- ------------------------------------
George E. Cates


J. Kenneth Glass                       Director                            March 16, 2001
- ------------------------------------
J. Kenneth Glass


James A. Haslam, III                   Director                            March 16, 2001
- ------------------------------------
James A. Haslam, III


John C. Kelley, Jr.                    Director                            March 16, 2001
- ------------------------------------
John C. Kelley, Jr.


R. Brad Martin                         Director                            March 16, 2001
- ------------------------------------
R. Brad Martin


Joseph Orgill, III                     Director                            March 16, 2001
- ------------------------------------
Joseph Orgill, III


Vicki R. Palmer                        Director                            March 16, 2001
- ------------------------------------
Vicki R. Palmer


Michael D. Rose                        Director                            March 16, 2001
- ------------------------------------
Michael D. Rose


William B. Sansom                      Director                            March 16, 2001
- ------------------------------------
William B. Sansom
</TABLE>



                                   Page 2 of 2
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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