-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950144-01-509338.txt : 20020411
<SEC-HEADER>0000950144-01-509338.hdr.sgml : 20020411
ACCESSION NUMBER:		0000950144-01-509338
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20011115
EFFECTIVENESS DATE:		20011115

FILER:

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

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-73442
		FILM NUMBER:		1793118

	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>S-8
<SEQUENCE>1
<FILENAME>g72573s-8.txt
<DESCRIPTION>FIRST TENNESSEE NATIONAL CORPORATION
<TEXT>
<PAGE>
   As filed with the Securities and Exchange Commission on November 15, 2001

                                                          Registration No. 333-
- -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

                               165 MADISON AVENUE
                            MEMPHIS, TENNESSEE 38103
                                 (901) 523-4444
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

                      FIRST TENNESSEE NATIONAL CORPORATION
                         1997 EMPLOYEE STOCK OPTION PLAN
                              (Full title of plan)

                              HARRY A. JOHNSON, III
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                      FIRST TENNESSEE NATIONAL CORPORATION
                               165 MADISON AVENUE
                            MEMPHIS, TENNESSEE 38103
                                 (901) 523-5624
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                  With Copy to:

                             CLYDE A. BILLINGS, JR.
                         SENIOR VICE PRESIDENT & COUNSEL
                      FIRST TENNESSEE NATIONAL CORPORATION
                               165 MADISON AVENUE
                                MEMPHIS, TN 38103
                                 (901) 523-5679

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================
Title of Securities to    Amount to be        Proposed Maximum         Proposed Maximum       Amount of
be Registered             Registered          Offering Price per       Aggregate Offering     Registration Fee(1)
                                              Share(1)                 Price(1)
- -------------------------------------------------------------------------------------------------------------------
<S>                       <C>                 <C>                      <C>                    <C>
 Common Stock and         4,000,000                $35.52                 $142,080,000              $35,520
Associated Rights
===================================================================================================================
</TABLE>

(1) Calculated pursuant to Rule 457(h)(1), based on the average of the high and
low prices reported on the New York Stock Exchange for Registrant's stock on
November 9, 2001.


<PAGE>

         On November 15, 1996, Registrant filed a registration statement on Form
S-8 (File No. 333-16225), registering 4,200,000 shares (adjusted for stock
splits) of its common stock, with a current par value of $0.625 per share, for
sale under Registrant's 1997 Employee Stock Option Plan (as amended to date, the
"Plan"). On January 4, 1999, Registrant filed another registration statement on
Form S-8 (File No. 333-70075), registering 6,000,000 additional shares of
Registrant's common stock for sale under the Plan. On November 17, 1999,
Registrant filed another registration statement on Form S-8 (File No.
333-91137), registering 7,000,000 additional shares of Registrant's common stock
for sale under the Plan. On February 22, 2001, Registrant filed another
registration statement on Form S-8 (File No. 333-56052), registering 5,000,000
additional shares of Registrant's common stock for sale under the Plan.
Registrant is filing this registration statement to register 4,000,000
additional shares of Registrant's common stock for sale under the Plan, which
was amended October 16, 2001 to increase by 4,000,000 shares the shares
authorized for issuance.

             PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

         As permitted by Instruction E to Form S-8, the contents of Registrant's
registration statement on Form S-8 (File No. 333-16225), which was filed
November 15, 1996, covering shares for sale under the Plan, as updated below,
are incorporated herein by reference. In addition to the foregoing, the
following information is also included in this registration statement:

Item 5.  Interests of Named Experts and Counsel

         The validity of original issue shares of $0.625 par value Common Stock
of First Tennessee National Corporation ("FTNC" or "the Registrant") to be
issued pursuant to the Plan has been passed upon by Clyde A. Billings, Jr.,
Senior Vice President and Counsel of FTNC. Mr. Billings beneficially owns shares
of FTNC common stock and holds options to purchase such shares in an amount
deemed substantial by securities regulations. On November 1, 2001, the number of
shares, including options, beneficially owned by Mr. Billings was approximately
54,500 shares.

Item 6.  Indemnification of Directors and Officers

         Tennessee Code Annotated Sections 48-18-501 through 48-18-509 authorize
a corporation to provide for the indemnification of officers, directors,
employees and agents in terms sufficiently broad to permit indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended. FTNC has adopted
the provisions of the Tennessee statute pursuant to Article Six of its Bylaws.
Also FTNC has a "Directors' and Officers' Liability Insurance Policy" which
provides coverage sufficiently broad to permit indemnification under certain
circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act of 1933, as amended.

         Tennessee Code Annotated, Section 48-12-102, permits the inclusion in
the charter of a Tennessee corporation of a provision, with certain exceptions,
eliminating the personal monetary liability of directors to the corporation or
its shareholders for breach of the duty of care. FTNC has adopted the provisions
of the statute as Article 13 of its charter.

         The shareholders of FTNC have approved an amendment to Article Six of
the Bylaws pursuant to which FTNC is required to indemnify each director and any
officers designated by the Board of Directors, and advance expenses, to the
maximum extent not prohibited by law. In accordance with the foregoing, the
Board of Directors is authorized to enter into individual indemnity agreements
with the directors and such officers. Such indemnity agreements have been
approved for all of the directors and certain officers.

Item 8.  Exhibits

         4(a)     Restated Charter of FTNC, as amended, attached as Exhibit 3(i)
                  to FTNC's Annual Report on Form 10-K for the year ended
                  December 31, 1997 and incorporated herein by reference.



                                      II-1


<PAGE>

         4(b)     Bylaws of FTNC, as amended and restated, attached as Exhibit
                  3(ii) to FTNC's Quarterly Report on Form 10-Q for the quarter
                  ended September 30, 2001 and incorporated herein by reference.

         4(c)     Shareholder Protection Rights Agreement, dated as of October
                  20, 1998, between FTNC and First Tennessee Bank National
                  Association as Rights Agent, attached as Exhibit 1 to FTNC's
                  registration statement of Form 8-A, filed 10-23-98 and
                  incorporated herein by reference.

         5        Opinion of Clyde A. Billings, Jr. as to legality.

         23(a)    Consent of Arthur Andersen LLP.

         23(b)    Consent of Clyde A. Billings, Jr. (included in Exhibit 5
                  above).

         24       Powers of Attorney.












                                      II-2


<PAGE>
                                   SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis and State of Tennessee, on November 15, 2001.


                                    FIRST TENNESSEE NATIONAL CORPORATION



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

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

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

<S>                                 <C>                                   <C>
Ralph Horn*                         Chairman of the Board and             November 15, 2001
- -----------------------------       Chief Executive Officer
Ralph Horn                          (principal executive officer)
                                    and a Director

Elbert L. Thomas, Jr.*              Executive Vice President              November 15, 2001
- -----------------------------       and Chief Financial Officer
Elbert L. Thomas, Jr.               (principal financial officer)

James F. Keen*                      Senior Vice President                 November 15, 2001
- -----------------------------       and Corporate Controller (principal
James F. Keen                       accounting officer)

Robert C. Blattberg*                         Director                     November 15, 2001
- -----------------------------
Robert C. Blattberg

Carlos H. Cantu*                             Director                     November 15, 2001
- -----------------------------
Carlos H. Cantu

George E. Cates*                             Director                     November 15, 2001
- -----------------------------
George E. Cates

J. Kenneth Glass*                            Director                     November 15, 2001
- -----------------------------
J. Kenneth Glass

James A. Haslam, III*                        Director                     November 15, 2001
- -----------------------------
James A. Haslam, III

John C. Kelley, Jr.*                         Director                     November 15, 2001
- -----------------------------
John C. Kelley, Jr.

R. Brad Martin*                              Director                     November 15, 2001
- -----------------------------
R. Brad Martin
</TABLE>


                             II-3

<PAGE>

<TABLE>

<S>                                 <C>                                   <C>
Joseph Orgill, III*                          Director                     November 15, 2001
- -----------------------------
Joseph Orgill, III

Vicki R. Palmer*                             Director                     November 15, 2001
- -----------------------------
Vicki R. Palmer

Michael D. Rose*                             Director                     November 15, 2001
- -----------------------------
Michael D. Rose

William B. Sansom*                           Director                     November 15, 2001
- -----------------------------
William B. Sansom

Luke Yancy, III*                             Director                     November 15, 2001
- -----------------------------
Luke Yancy, III

By: Clyde A. Billings, Jr.                                                November 15, 2001
    -------------------------
    Clyde A. Billings, Jr.
    *As Attorney-in-Fact
</TABLE>



                                      II-4


<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
  Exhibit Table No.
  -----------------

<S>               <C>
         4(a)     Restated Charter of FTNC, as amended attached as Exhibit 3(i)
                  to FTNC's Annual Report on Form 10-K for the year ended
                  December 31, 1997 and incorporated herein by reference.

         4(b)     Bylaws of FTNC, as amended and restated, attached as Exhibit
                  3(ii) to FTNC's Quarterly Report on Form 10-Q for the quarter
                  ended September 30, 2001 and incorporated herein by reference.

         4(c)     Shareholder Protection Rights Agreement, dated as of October
                  20, 1998, between FTNC and First Tennessee Bank National
                  Association as Rights Agent, attached as Exhibit 1 to FTNC's
                  registration statement on Form 8-A, filed 10-23-98 and
                  incorporated herein by reference.

         5        Opinion of Clyde A. Billings, Jr. as to legality.

         23(a)    Consent of Arthur Andersen LLP.

         23(b)    Consent of Clyde A. Billings, Jr. (included in opinion filed
                  as Exhibit 5).

         24       Powers of Attorney.
</TABLE>



                                      II-5



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>g72573ex5.txt
<DESCRIPTION>OPINION OF CLYDE A. BILLINGS,JR.
<TEXT>
<PAGE>
                                                                       Exhibit 5




Clyde A. Billings, Jr.
Senior Vice President and Counsel


                                November 15, 2001

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

Lady and Gentlemen:

         I have acted as counsel to First Tennessee National Corporation, a
Tennessee corporation (the "Company"), in connection with the registration on
Form S-8, Registration Statement (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), of 4,000,000 additional shares
of common stock, par value $0.625 per share, of the Company ( the "Shares") and
associated stock purchase rights (the "Rights") to be issued pursuant to the
Shareholder Protection Rights Agreement dated as of October 20, 1998, (the
"Rights Agreement") between the Company and First Tennessee Bank National
Association, as Rights Agent (the "Rights Agent"). The Shares may be issued from
authorized but unissued shares to employees of the Company and its subsidiaries
upon the valid exercise of stock options that are granted to them pursuant to
the terms of the First Tennessee National Corporation 1997 Employee Stock Option
Plan, as amended and restated (the "Plan"). I have examined the originals or
copies, certified or otherwise identified to my satisfaction, of such corporate
records, certificates and other documents, and such questions of law, as I have
considered necessary or appropriate for the purposes of this opinion.

         Upon the basis of such examination and subject to the limitations
contained herein, it is my opinion that:

         1.       An additional 4,000,000 Shares (or in the aggregate, with all
                  other Shares previously authorized, adjusted for stock splits,
                  26,200,000 Shares) have been duly authorized for issuance
                  pursuant to the terms of the Plan, which Plan has been duly
                  adopted.

         2.       Shares subject to options which are granted pursuant to the
                  terms of Plan will, when issued pursuant to the terms of the
                  Plan, be validly issued, fully paid and non- assessable.



<PAGE>

         3.       When such Shares have been validly issued, the rights
                  attributable to such Shares will be validly issued.

         In connection with my opinion set forth in paragraph 3 above, I note
that the question whether the Board of Directors of the Company might be
required to redeem the Rights at some future time will depend upon the facts and
circumstances existing at that time and, accordingly, is beyond the scope of
such opinion.

         The foregoing opinion is limited to the federal laws of the United
States and the laws of the State of Tennessee, and I am expressing no opinion as
to the effect of the laws of any other jurisdiction.

         In rendering the foregoing opinion, I have relied to the extent I deem
such reliance appropriate as to certain matters on statements, representations
and other information obtained from public officials, officers of the Company
and other sources believed by me to be responsible.

         I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me in the Registration Statement.
In giving such consent, I do not thereby admit that I am in the category of
persons whose consent is required under Section 7 of the Act.

                                    Very truly yours,


                                    Clyde A. Billings, Jr.
                                    Clyde A. Billings, Jr.
                                    Senior Vice President and Counsel



First Tennessee National Corporation
165 Madison Avenue, 3rd Floor
Memphis, TN 38103
Phone: (901) 523-5679
Fax: (901) 523-4248
cabillings@ftb.com


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.A
<SEQUENCE>4
<FILENAME>g72573ex23-a.txt
<DESCRIPTION>CONSENT OF ARTHUR ANDERSEN LLP
<TEXT>
<PAGE>
                                                                   Exhibit 23(a)



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

         As independent public accountants, we hereby consent to the
incorporation by reference into the registration statement (on Form S-8)
pertaining to the First Tennessee National Corporation 1997 Employee Stock
Option Plan of our report dated January 16, 2001, incorporated by reference in
First Tennessee National Corporation's Form 10-K for the year ended December 31,
2000, and to all references to our Firm included in this registration statement.


Arthur Andersen LLP

Memphis, Tennessee
November 15, 2001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>5
<FILENAME>g72573ex24.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
<PAGE>
                                                                      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
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission, pursuant to the provisions of the Securities Act of 1933, by First
Tennessee National Corporation ("Corporation") relating to the issuance of
4,000,000 additional shares of the Corporation's Common Stock, par value $0.625
per share, pursuant to the First Tennessee National Corporation 1997 Employee
Stock Option Plan ("Plan") and, further, to execute and sign any and all pre-
effective and post-effective amendments thereto and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, or their or his or her substitute or substitutes, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all the acts that said attorneys-in-fact and agents, or any of them,
or their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

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

<S>                                 <C>                                          <C>
Ralph Horn                          Chairman of the Board                        November 15, 2001
- --------------------------------    and Chief Executive Officer and a
Ralph Horn                          Director (principal executive officer)

Elbert L. Thomas, Jr.               Executive Vice President and                 November 15, 2001
- --------------------------------    Chief Financial Officer
Elbert L. Thomas, Jr.               (principal financial officer)

James F. Keen                       Senior Vice President and                    November 15, 2001
- --------------------------------    Corporate Controller (principal
James F. Keen                       accounting officer)

Robert C. Blattberg                 Director                                     November 15, 2001
- --------------------------------
Robert C. Blattberg

Carlos H. Cantu                     Director                                     November 15, 2001
- --------------------------------
Carlos H. Cantu
</TABLE>



                                   Page 1 of 2

<PAGE>


<TABLE>

<S>                                 <C>                                          <C>
George E. Cates                     Director                                     November 15, 2001
- --------------------------------
George E. Cates

J. Kenneth Glass                    Director                                     November 15, 2001
- --------------------------------
J. Kenneth Glass

James A. Haslam, III                Director                                     November 15, 2001
- --------------------------------
James A. Haslam, III

John C. Kelley, Jr.                 Director                                     November 15 , 2001
- --------------------------------
John C. Kelley, Jr.

R. Brad Martin                      Director                                     November 15, 2001
- --------------------------------
R. Brad Martin

Joseph Orgill, III                  Director                                     November 15, 2001
- --------------------------------
Joseph Orgill, III

Vicki R. Palmer                     Director                                     November 15, 2001
- --------------------------------
Vicki R. Palmer

Michael D. Rose                     Director                                     November 15, 2001
- --------------------------------
Michael D. Rose

William B. Sansom                   Director                                     November 15, 2001
- --------------------------------
William B. Sansom

Luke Yancy, III                     Director                                     November 15, 2001
- --------------------------------
Luke Yancy, III
</TABLE>


                                   Page 2 of 2


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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