<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>3
<FILENAME>ex1.txt
<DESCRIPTION>EXHIBIT 1
<TEXT>

<PAGE>

                                                                     Exhibit 1

                      FIRST TENNESSEE NATIONAL CORPORATION
                            (a Tennessee corporation)

                           FIRST TENNESSEE CAPITAL II
                          (a Delaware statutory trust)

                                  $200,000,000

                       6.30% Capital Securities, Series B

                (Liquidation Amount $1,000 per Capital Security)

                              Dated March 24, 2004





<PAGE>

<TABLE>
<S>                                                                                                <C>
SECTION 1. Representations and Warranties.......................................................    3
   (a) Representations and Warranties by the Company and the Trust..............................    3
       (1)  Compliance with Registration Requirements...........................................    3
       (2)  Incorporated Documents..............................................................    4
       (3)  Independent Accountants.............................................................    4
       (4)  Financial Statements................................................................    4
       (5)  No Material Adverse Change in Business..............................................    4
       (6)  Good Standing of the Company........................................................    5
       (7)  Good Standing of Subsidiaries.......................................................    5
       (8)  Capitalization......................................................................    6
       (9)  Existence of Trust..................................................................    6
       (10) Common Securities...................................................................    6
       (11) Authorization of Trust Agreement....................................................    6
       (12) Guarantee Agreement.................................................................    6
       (13) Capital Securities..................................................................    7
       (14) Authorization of Indenture..........................................................    7
       (15) Authorization of Subordinated Debentures............................................    7
       (16) Authorization of this Agreement.....................................................    7
       (17) Description of the Capital Securities...............................................    7
       (18) Absence of Defaults and Conflicts...................................................    7
       (19) Absence of Proceedings..............................................................    8
       (20) Absence of Further Requirements.....................................................    9
       (21) Investment Company Act..............................................................    9
       (22) Accounting Treatment; Regulatory Capital............................................    9
       (23) Compliance with Banking Laws........................................................    9
       (24) Broker/Dealer Regulation............................................................    9
       (25) Internal Controls...................................................................   10
   (b) Officers' Certificates...................................................................   10
SECTION 2. Sale and Delivery to Underwriter; Closing............................................   10
   (a) Capital Securities.......................................................................   10
   (b) Payment..................................................................................   10
   (c) Denominations; Registration..............................................................   11
SECTION 3. Covenants of the Company and the Trust...............................................   11
   (a) Compliance with Securities Regulations and Commission Requests...........................   11
   (b) Filing of Amendments.....................................................................   11
   (c) Delivery of Registration Statements......................................................   11
   (d) Delivery of Prospectuses.................................................................   12
   (e) Continued Compliance with Securities Laws................................................   12
   (f) Blue Sky Qualifications..................................................................   12
   (g) Earnings Statement.......................................................................   13
   (h) Use of Proceeds..........................................................................   13
   (i) Restriction on Sale of Capital Securities................................................   13
   (j) Reporting Requirements...................................................................   13
SECTION 4. Payment of Expenses..................................................................   13
   (a) Expenses.................................................................................   13
   (b) Termination of Agreement.................................................................   14
</TABLE>


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<PAGE>

<TABLE>
<S>                                                                                                <C>
SECTION 5. Conditions of Underwriter's Obligations..............................................   14
   (a) Effectiveness of Registration Statement..................................................   14
   (b) Opinion of Counsel for Company and Assistant General Counsel to the Company..............   14
   (c) Opinion of Special Tax Counsel for the Trust and the Company.............................   14
   (d) Opinion of Special Delaware Counsel for the Trust........................................   15
   (e) Opinion of Counsel for The Bank of New York..............................................   15
   (f) Opinion of Counsel for the Underwriter...................................................   15
   (g) Officers' Certificates...................................................................   15
   (h) Accountant's Comfort Letter..............................................................   16
   (i) Bring-down Comfort Letter................................................................   16
   (j) Ratings..................................................................................   16
   (k) No Objection.............................................................................   16
   (l) Additional Documents.....................................................................   16
   (m) Termination of this Agreement............................................................   17
SECTION 6. Indemnification......................................................................   17
   (a) Indemnification of Underwriter...........................................................   17
   (b) Indemnification of Trust by Company......................................................   18
   (c) Indemnification of Trust, Company, Directors and Officers................................   18
   (d) Actions against Parties; Notification....................................................   18
   (e) Settlement without Consent if Failure to Reimburse.......................................   19
SECTION 7. Contribution.........................................................................   19
SECTION 8. Representations, Warranties and Agreements to Survive Delivery.......................   20
SECTION 9. Termination..........................................................................   20
   (a) Termination; General.....................................................................   20
   (b) Liabilities..............................................................................   21
SECTION 10. Notices.............................................................................   21
SECTION 11. Parties.............................................................................   21
SECTION 12. GOVERNING LAW.......................................................................   21
SECTION 13. Effect of Headings..................................................................   22
FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)...................    1
FORM OF OPINION OF CLYDE A. BILLINGS, JR., SENIOR VICE PRESIDENT, ASSISTANT GENERAL COUNSEL AND
   CORPORATE SECRETARY OF THE COMPANY TO BE DELIVERED PURSUANT TO SECTION 5(b)..................    1
FORM OF ACCOUNTANTS' COMFORT LETTER PURSUANT TO SECTION 5(h)....................................    1
</TABLE>


                                       ii




<PAGE>

                           FIRST TENNESSEE CAPITAL II
                                  $200,000,000

                       6.30% CAPITAL SECURITIES, SERIES B
                (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
                     FULLY AND UNCONDITIONALLY GUARANTEED BY
                      FIRST TENNESSEE NATIONAL CORPORATION
                            (a Tennessee corporation)
                             UNDERWRITING AGREEMENT

                                                                  March 24, 2004

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

Ladies and Gentlemen:

     First Tennessee Capital II (the "Trust"), a statutory trust created under
the Delaware Statutory Trust Act (the "Statutory Trust Act") of the State of
Delaware (Chapter 38, Title 12 of the Delaware Code, 12 Del. C. Sections 3801 et
seq.), confirms its agreement with FTN Financial Securities Corp. ("FTN" or the
"Underwriter") with respect to the issue and sale by the Trust and the purchase
by the Underwriter of $200,000,000 6.30% Capital Securities, Series B
(liquidation amount $1,000 per capital security) (the "Capital Securities"),
representing undivided beneficial interests in the assets of the Trust. The
Capital Securities are more fully described in the Prospectus (as defined
below).

     The Capital Securities will be guaranteed by First Tennessee National
Corporation, a Tennessee corporation (the "Company"), to the extent set forth in
the Prospectus (as defined below), with respect to distributions and amounts
payable upon liquidation or redemption (the "Capital Securities Guarantee")
pursuant to the Guarantee Agreement (the "Guarantee Agreement") to be dated as
of Closing Time (as defined in Section 2(b) below), executed and delivered by
the Company and The Bank of New York (the "Guarantee Trustee"), a New York
banking corporation not in its individual capacity but solely as trustee, for
the benefit of the holders from time to time of the Capital Securities (the
"Capital Security Holders"). The Company and the Trust each understand that the
Underwriter proposes to make a public offering of the Capital Securities as soon
as it deems advisable after this Agreement has been executed and delivered. The
entire proceeds from the sale of the Capital Securities will be combined with
the entire proceeds from the sale by the Trust to the Company of its common
securities (the "Common Securities") guaranteed by the Company, to the extent
set forth in the Prospectus, with respect to distributions and amounts payable
upon liquidation or redemption pursuant to the Guarantee Agreement, and will be
used by the Trust to purchase $200,000,000 aggregate principal amount of 6.30%
Junior Subordinated Deferrable Interest Debentures due 2034 (the "Subordinated
Debentures") issued by the Company.

     The Capital Securities and the Common Securities will be issued pursuant to
the Amended and Restated Trust Agreement of the Trust, to be dated as of the
Closing Time (the


                                       1




<PAGE>

"Trust Agreement"), among the Company, as Depositor, The Bank of New York, as
property trustee (the "Property Trustee"), The Bank of New York (Delaware), as
Delaware trustee (the "Delaware Trustee"), and Marlin L. Mosby, III and Milton
A. Gutelius, Jr., as administrative trustees (the "Administrative Trustees" and
together with the Property Trustee and the Delaware Trustee, the "Trustees"),
and the holders from time to time of undivided beneficial interests in the
assets of the Trust. The Subordinated Debentures will be issued pursuant to an
Indenture, dated as of December 30, 1996 (the "Indenture"), between the Company
and The Bank of New York, as trustee (the "Indenture Trustee").

     The terms and rights of the issuance of Capital Securities shall be as
specified in Exhibit A hereto and in or pursuant to the Trust Agreement. This
Underwriting Agreement, including the Exhibits and Annex hereto, is herein
referred to as this "Agreement".

     The Company and the Trust have filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 (Nos.
333-17457 and 333-17457-02) and pre-effective amendments nos. one and two
thereto for the registration of the Capital Securities, the Subordinated
Debentures and the Capital Securities Guarantee under the Securities Act of
1933, as amended (the "1933 Act"), and the offering thereof from time to time in
accordance with Rule 415 of the rules and regulations of the Commission under
the 1933 Act (the "1933 Act Regulations"). Such registration statement was
declared effective by the Commission on December 17, 1996. Such registration
statement (as so amended) is referred to herein as the "Registration Statement";
and the final prospectus and the final prospectus supplement relating to the
Capital Securities, the Subordinated Debentures and the Capital Securities
Guarantee, in the forms first furnished to the Underwriter by the Company and
the Trust for use in connection with the offering of the Capital Securities, are
collectively referred to herein as the "Prospectus"; provided, however, that all
references to the "Registration Statement" and the "Prospectus" shall also be
deemed to include all documents incorporated therein by reference pursuant to
the Securities Exchange Act of 1934, as amended (the "1934 Act"), prior to the
execution of this Agreement. A "preliminary prospectus" shall be deemed to refer
to any prospectus and prospectus supplement that omitted information to be
included upon pricing in a form of prospectus filed with the Commission pursuant
to Rule 424(b) of the 1933 Act Regulations and was used after such effectiveness
and prior to the initial delivery of the Prospectus to the Underwriter by the
Company and the Trust. For purposes of this Agreement, all references to the
Registration Statement, Prospectus or preliminary prospectus or to any amendment
or supplement to any of the foregoing shall be deemed to include any copy filed
with the Commission pursuant to its Electronic Data Gathering, Analysis and
Retrieval system ("EDGAR").

     All references in this Agreement to financial statements and schedules and
other information which is "contained," "included" or "stated" (or other
references of like import) in the Registration Statement, Prospectus or
preliminary prospectus shall be deemed to mean and include all such financial
statements and schedules and other information which is incorporated by
reference in the Registration Statement, Prospectus or preliminary prospectus,
as the case may be, prior to the execution of this Agreement; and all references
in this Agreement to amendments or supplements to the Registration Statement,
Prospectus or preliminary prospectus shall be deemed to include the filing of
any document under the 1934 Act which is incorporated by


                                       2




<PAGE>

reference in the Registration Statement, Prospectus or preliminary prospectus,
as the case may be, after the execution of this Agreement.

     SECTION 1. Representations and Warranties.

     (a) Representations and Warranties by the Company and the Trust. The
Company and the Trust, jointly and severally, represent and warrant to the
Underwriter as of the date hereof and as of the Closing Time (in each case, a
"Representation Date"), as follows:

          (1) Compliance with Registration Requirements. The Company meets the
     requirements for use of Form S-3 under the 1933 Act. The Registration
     Statement has become effective under the 1933 Act and no stop order
     suspending the effectiveness of the Registration Statement has been issued
     under the 1933 Act and no proceedings for that purpose have been instituted
     or, to the knowledge of the Company and the Trust, are pending or
     contemplated by the Commission, and any request on the part of the
     Commission for additional information has been complied with.

          At the respective times the Registration Statement and any
     post-effective amendments thereto (including the filing of the Company's
     most recent Annual Report on Form 10-K with the Commission (the "Annual
     Report on Form 10-K")) became effective and at each Representation Date,
     the Registration Statement and any amendments thereto complied and will
     comply in all material respects with the requirements of the 1933 Act, the
     1933 Act Regulations, the Trust Indenture Act of 1939, as amended ( the
     "1939 Act"), and the rules and regulations of the Commission under the 1939
     Act (the "1939 Act Regulations"), and did not and will not contain an
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading. Neither the Prospectus nor any amendments or supplements
     thereto, at the time the Prospectus or any such amendment or supplement was
     issued and at the Closing Time included or will include an untrue statement
     of a material fact or omitted or will omit to state a material fact
     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading. The
     representations and warranties in this subsection shall not apply (A) to
     statements in or omissions from the Registration Statement or the
     Prospectus made in reliance upon and in conformity with information
     furnished to the Company or the Trust in writing by the Underwriter
     expressly for use in the Registration Statement or the Prospectus or (B) to
     that part of the Registration Statement that constitutes the Statements of
     Eligibility and Qualification on Form T-1 (the "Forms T-1") under the 1939
     Act of the Indenture Trustee, the Property Trustee and the Guarantee
     Trustee.

          Each preliminary prospectus and prospectus filed as part of the
     Registration Statement as originally filed or as part of any amendment
     thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so
     filed in all material respects with the 1933 Act Regulations and each
     preliminary prospectus and the Prospectus delivered to the Underwriter for
     use in connection with the offering of Capital Securities will, at the time
     of such delivery, be identical to any electronically transmitted copies
     thereof filed


                                       3




<PAGE>

     with the Commission pursuant to EDGAR, except to the extent permitted by
     Regulation S-T.

          (2) Incorporated Documents. The documents incorporated or deemed to be
     incorporated by reference in the Registration Statement and the Prospectus,
     at the time they were or hereafter are filed with the Commission, complied
     and will comply in all material respects with the requirements of the 1934
     Act and the rules and regulations of the Commission thereunder (the "1934
     Act Regulations") and, when read together with the other information in the
     Prospectus, at the time the Registration Statement became effective, at the
     date hereof, at the time the Prospectus was issued and at the Closing Time,
     did not and will not include an untrue statement of a material fact or omit
     to state a material fact required to be stated therein or necessary to make
     the statements therein not misleading.

          (3) Independent Accountants. The accountants who certified the
     financial statements and any supporting schedules thereto at December 31,
     2003 and 2002 and for the years then ended included in the Registration
     Statement and the Prospectus were, at the time that the Company's Annual
     Report on Form 10-K for the year ended December 31, 2003 was filed with the
     Commission, independent public accountants with respect to the Company as
     required by the 1933 Act and the 1933 Act Regulations. The accountants who
     certified the financial statements and any supporting schedules thereto at
     December 31, 2003 and 2002 and for the years then ended included in the
     Registration Statement and the Prospectus are independent public
     accountants with respect to the Company as required by the 1933 Act and the
     1933 Act Regulations.

          (4) Financial Statements. The financial statements of the Company
     included in the Registration Statement and the Prospectus, together with
     the related schedules and notes, present fairly the financial position of
     the Company and its consolidated subsidiaries at the dates indicated and
     the statement of operations, stockholders' equity and cash flows of the
     Company and its consolidated subsidiaries for the periods specified. Such
     financial statements have been prepared in conformity with generally
     accepted accounting principles ("GAAP") applied on a consistent basis
     throughout the periods involved. The supporting schedules, if any, included
     in the Registration Statement present fairly in accordance with GAAP the
     information required to be stated therein. The selected financial data and
     the summary financial information included in the Prospectus present fairly
     the information shown therein and have been compiled on a basis consistent
     with that of the audited financial statements included in the Registration
     Statement and the Prospectus.

          (5) No Material Adverse Change in Business. Since the respective dates
     as of which information is given in the Registration Statement and the
     Prospectus, except as otherwise stated therein, (A) there has been no
     material adverse change in the condition, financial or otherwise, or in the
     earnings, business affairs or business prospects of the Company and its
     subsidiaries considered as one enterprise, whether or not arising in the
     ordinary course of business (a "Material Adverse Effect"), (B) there have
     been no transactions entered into by the Company or any of its
     subsidiaries, other than those arising in the ordinary course of business,
     which are material with respect to the


                                       4




<PAGE>

     Company and its subsidiaries considered as one enterprise and (C) except
     for regular dividends on the Company's common stock or preferred stock, in
     amounts per share that are consistent with past practice or the applicable
     charter document or supplement thereto, respectively, there has been no
     dividend or distribution of any kind declared, paid or made by the Company
     on any class of its capital stock.

          (6) Good Standing of the Company. The Company has been duly organized
     and is validly existing as a corporation in good standing under the laws of
     the State of Tennessee and has corporate power and authority to own, lease
     and operate its properties and to conduct its business as described in the
     Prospectus and to enter into and perform its obligations under, or as
     contemplated under, this Underwriting Agreement. The Company is duly
     qualified as a foreign corporation to transact business and is in good
     standing in each other jurisdiction in which such qualification is
     required, whether by reason of the ownership or leasing of property or the
     conduct of business, except where the failure to so qualify or be in good
     standing would not result in a Material Adverse Effect.

          (7) Good Standing of Subsidiaries. The Company has no subsidiaries
     that, individually or in the aggregate, when considered as a single
     subsidiary, it would consider to be a "significant subsidiary" of the
     Company (based upon the criteria contained in Rule 1-02 of Regulation S-X
     promulgated under the 1933 Act), other than First Tennessee Bank National
     Association (the "Bank"), First Horizon Home Loan Corporation (the
     "Subsidiary") and FT Mortgage Holding Corporation. The Subsidiary has been
     duly organized and is validly existing as a corporation in good standing
     under the laws of the jurisdiction of its incorporation. The Bank has been
     duly organized and is validly existing as a national banking association
     under the laws of the United States. The Subsidiary has corporate power and
     authority to own, lease and operate its properties and to conduct its
     business as described in the Prospectus and is duly qualified as a foreign
     corporation to transact business and is in good standing in each
     jurisdiction in which such qualification is required, whether by reason of
     the ownership or leasing of property or the conduct of business, except
     where the failure to so qualify or be in good standing would not result in
     a Material Adverse Effect. Except as otherwise stated in the Registration
     Statement and the Prospectus, all of the issued and outstanding capital
     stock of each of the Subsidiary and the Bank has been duly authorized and
     is validly issued, fully paid and non-assessable (except, in the case of
     the Bank, as provided in 12 U.S.C. 'SS' 55, as amended) and is owned by
     the Company, directly or through subsidiaries, free and clear of any
     security interest, mortgage, pledge, lien, encumbrance, claim or equity.
     None of the outstanding shares of capital stock of each of the Subsidiary
     and the Bank was issued in violation of preemptive or other similar rights
     of any securityholder of the Subsidiary or the Bank, as the case may be.
     The Bank is an insured bank under the applicable provisions of the Federal
     Deposit Insurance Act, as amended, and no proceeding for the termination or
     revocation of such insurance is pending or, to the knowledge of the
     Company, threatened against the Bank. The Bank has no subsidiaries that are
     depository institutions with deposits insured under the provisions of the
     Federal Deposit Insurance Act, as amended.


                                       5




<PAGE>

          (8) Capitalization. The authorized, issued and outstanding shares of
     capital stock of the Company is as set forth in the column entitled
     "Actual" under the "Capitalization" section in the Prospectus (except for
     subsequent issuances thereof, if any, contemplated under the Agreement,
     pursuant to reservations, agreements or employee benefit plans referred to
     in the Prospectus, pursuant to the exercise of convertible securities or
     options referred to in the Prospectus or subsequent repurchases, if any,
     pursuant to publicly announced stock repurchase programs). Such shares of
     capital stock have been duly authorized and validly issued by the Company
     and are fully paid and non-assessable, and none of such shares of capital
     stock was issued in violation of preemptive or other similar rights of any
     securityholder of the Company.

          (9) Existence of Trust. The Trust has been duly created and is validly
     existing in good standing as a statutory trust under the Statutory Trust
     Act, is and will be treated as a "grantor trust" for federal income tax
     purposes under existing law, and has the requisite trust power and
     authority to conduct its business as presently conducted and as described
     in the Prospectus.

          (10) Common Securities. The Common Securities have been duly
     authorized by the Trust Agreement and, when issued and delivered by the
     Trust to the Company in accordance with the terms of the Trust Agreement
     and against payment therefor as described in the Prospectus, will be
     validly issued and (subject to the terms of the Trust Agreement) fully paid
     and nonassessable undivided beneficial interests in the assets of the
     Trust; the issuance of the Common Securities is not subject to preemptive
     or other similar rights; no holder thereof will be subject to personal
     liability by reason of being such a holder; and at the Closing Time, all of
     the issued and outstanding Common Securities of the Trust will be directly
     owned by the Company free and clear of any security interest, mortgage,
     pledge, lien, encumbrance, claim or equity.

          (11) Authorization of Trust Agreement. The Trust Agreement has been
     duly authorized by the Company and duly qualified under the 1939 Act and,
     when validly executed and delivered by the Company and the Administrative
     Trustees, and assuming the due authorization, execution and delivery of the
     Trust Agreement by the Delaware Trustee and the Property Trustee, the Trust
     Agreement will constitute a valid and binding obligation of the Company and
     the Administrative Trustees, enforceable in accordance with its terms,
     subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
     moratorium and similar laws relating to or affecting the enforcement of
     creditors' rights generally and to general equitable principles.

          (12) Guarantee Agreement. The Guarantee Agreement has been duly
     authorized by the Company and duly qualified under the 1939 Act and, when
     validly executed and delivered by the Company, and assuming due
     authorization, execution and delivery of the Guarantee Agreement by the
     Guarantee Trustee, will constitute a valid and binding obligation of the
     Company, enforceable in accordance with its terms, subject to bankruptcy,
     insolvency, fraudulent transfer, reorganization, moratorium and similar
     laws relating to or affecting enforcement of creditors' rights generally
     and to general equitable principles.


                                       6




<PAGE>

          (13) Capital Securities. The Capital Securities have been duly
     authorized by the Trust Agreement and, when authenticated in the manner
     provided for in the Trust Agreement and issued and delivered pursuant to
     this Agreement against payment of the consideration set forth herein, will
     be validly issued and (subject to the terms of the Trust Agreement) fully
     paid and nonassessable undivided beneficial interests in the assets of the
     Trust; the issuance of the Capital Securities is not subject to preemptive
     or other similar rights; and holders of Capital Securities will be entitled
     to the same limitation of personal liability extended to stockholders of
     private corporations for profit incorporated under the General Corporation
     Law of the State of Delaware.

          (14) Authorization of Indenture. The Indenture has been duly
     authorized, executed and delivered by the Company and duly qualified under
     the 1939 Act and, assuming the due authorization, execution and delivery of
     the Indenture by the Indenture Trustee, constitutes a valid and binding
     agreement of the Company, enforceable in accordance with its terms, subject
     to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
     and similar laws relating to or affecting enforcement of creditors' rights
     generally and to general equitable principles.

          (15) Authorization of Subordinated Debentures. The Subordinated
     Debentures have been duly authorized by the Company, and when executed,
     authenticated, issued and delivered in the manner provided for in the
     Indenture and sold and purchased as provided in the subordinated debenture
     purchase agreement relating thereto between the Company and the Trust,
     dated as of the Closing Time (the "Subordinated Debenture Purchase
     Agreement"), the Subordinated Debentures will constitute valid and binding
     obligations of the Company enforceable in accordance with their terms,
     subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
     moratorium and similar laws relating to or affecting enforcement of
     creditors' rights generally and to general equitable principles.

          (16) Authorization of this Agreement. This Agreement has been duly
     authorized, executed and delivered by the Company and the Trust.

          (17) Description of the Capital Securities. The Capital Securities
     being sold pursuant to this Agreement and the Trust Agreement will conform
     in all material respects to the statements relating thereto contained in
     the Prospectus and will be in substantially the form filed or incorporated
     by reference, as the case may be, as an exhibit to the Registration
     Statement.

          (18) Absence of Defaults and Conflicts. None of the Company, the Bank
     or the Subsidiary is in violation of its charter or by-laws; the Trust is
     not in violation of the Trust Agreement; neither the Company nor any of its
     subsidiaries (including the Trust) is in default in the performance or
     observance of any obligation, agreement, covenant or condition contained in
     any contract, indenture, mortgage, deed of trust, loan or credit agreement,
     note, lease or other agreement or instrument to which the Company or any of
     its subsidiaries (including the Trust) is a party or by which it or any of
     them may be bound, or to which any of the assets, properties or operations
     of the Company or any of its subsidiaries (including the Trust) is subject
     (collectively, "Agreements and


                                       7




<PAGE>

     Instruments"), except for such defaults that would not result in a Material
     Adverse Effect. The execution and delivery by the Company and the Trust of,
     and the performance by the Company and the Trust of their respective
     obligations under, this Agreement, the execution and delivery by the
     Company of, and the performance by the Company of its obligations under,
     the Trust Agreement, the Guarantee Agreement, the Indenture and the
     Subordinated Debentures, the issuance and delivery by the Trust of the
     Common Securities and the Capital Securities and the execution, delivery
     and performance of any other agreement or instrument entered into or issued
     or to be entered into or issued by the Company or the Trust in connection
     with the transactions contemplated hereby or thereby or in the Registration
     Statement and the Prospectus and the consummation of the transactions
     contemplated herein and in the Registration Statement and the Prospectus
     (including the use of the proceeds from the sale of the Capital Securities
     as described under the caption "Use of Proceeds") and compliance by the
     Company and the Trust with their respective obligations hereunder and
     thereunder have been duly authorized by all necessary corporate and trust
     action and do not and will not, whether with or without the giving of
     notice or passage of time or both, conflict with or constitute a breach of,
     or default or Repayment Event (as defined below) under, or result in the
     creation or imposition of any lien, charge or encumbrance upon any assets,
     properties or operations of the Company or any of its subsidiaries
     (including the Trust) pursuant to, any Agreements and Instruments, except
     for such conflicts, breaches, defaults or Repayment Events that would not
     result in a Material Adverse Effect, nor will such action result in any
     violation of the provisions of the charter or by-laws of the Company or any
     of its subsidiaries or the Trust Agreement, nor will such actions result in
     any violation (in each case material to the Company and its subsidiaries
     (including the Trust) considered as a whole or as to the Trust separately)
     of any applicable law, statute, rule, regulation, judgment, order, writ or
     decree of any government, government instrumentality or court, domestic or
     foreign, having jurisdiction over the Company or any of its subsidiaries
     (including the Trust) or any of their assets, properties or operations,
     except for such violations as would not result in a Material Adverse
     Effect. As used herein, a "Repayment Event" means any event or condition
     which gives the holder of any note, debenture or other evidence of
     indebtedness (or any person acting on such holder's behalf) the right to
     require the repurchase, redemption or repayment of all or a portion of such
     indebtedness by the Company or any of its subsidiaries (including the
     Trust).

          (19) Absence of Proceedings. There is no action, suit, proceeding,
     inquiry or investigation before or brought by any court or governmental
     agency or body, domestic or foreign, now pending, or to the knowledge of
     the Company or the Trust threatened, against or affecting the Company or
     any of its subsidiaries that is required to be disclosed in the
     Registration Statement and the Prospectus (other than as stated therein),
     or which might reasonably be expected to result in a Material Adverse
     Effect, or which might reasonably be expected to materially and adversely
     affect the assets, properties or operations thereof or the consummation of
     the transactions contemplated under the Prospectus, this Agreement or the
     Indenture or the performance by the Company or the Trust of its obligations
     hereunder and thereunder. The Company and each of its subsidiaries is in
     compliance in all material respects with all laws administered by and
     regulations applicable to it of the Board of Governors of the Federal
     Reserve System, the Federal Deposit Insurance Corporation and the Office of
     the Comptroller of the Currency


                                       8




<PAGE>

     (each a "Banking Regulator") and of any other federal or state agency or
     authority with jurisdiction over it except where failure to so comply would
     not result in a Material Adverse Effect. Neither the Company nor any of its
     subsidiaries is a party to or otherwise subject to any consent decree,
     memorandum of understanding, written commitment or other supervisory
     agreement with any Banking Regulator or any other federal or state agency
     or authority, nor has the Company or any of its subsidiaries been advised
     by any Banking Regulator or any other federal or state agency or authority
     that it is contemplating issuing or requesting any of the foregoing except
     where being a party to or subject to such consent decree, memorandum of
     understanding, written commitment or other supervisory agreement would not
     result in a Material Adverse Effect.

          (20) Absence of Further Requirements. All regulatory consents,
     approvals and filings required to be obtained or made by the Company or the
     Trust under the federal laws of the United States, the laws of the State of
     New York, the General Corporation Law of the State of Delaware and the laws
     of the State of Tennessee for the issuance of the Preferred Securities have
     been made or obtained.

          (21) Investment Company Act. Neither the Company nor the Trust is, and
     upon the issuance and sale of the Capital Securities as herein contemplated
     and the application of the net proceeds therefrom as described in the
     Prospectus neither will be, an "investment company" or an entity
     "controlled" by an "investment company" as such terms are defined in the
     Investment Company Act of 1940, as amended (the "1940 Act").

          (22) Accounting Treatment; Regulatory Capital. The statements
     contained in the fourth paragraph under the caption "Accounting Treatment
     and Regulatory Capital Treatment" of the Prospectus are, in all material
     respects, accurate and complete.

          (23) Compliance with Banking Laws. The Company is a bank holding
     company registered under the Bank Holding Company Act of 1956, as amended;
     and each of the Company and the Bank are in substantial compliance with,
     and conduct their respective businesses in substantial conformity with, all
     applicable laws and governmental regulations governing bank holding
     companies, banks and subsidiaries of bank holding companies, respectively,
     except failures to comply or be in conformity with such laws and
     regulations that could not reasonably be expected to result in a Material
     Adverse Effect.

          (24) Broker/Dealer Regulation. Except for FTN, First Tennessee
     Brokerage, Inc., FTN Midwest Research Securities Corp., FTN Financial
     Capital Markets, a division of First Tennessee Bank National Association,
     and except as otherwise disclosed in writing to FTN, neither the Company
     nor any of the Company's officers or, to the knowledge of the Company, its
     directors or shareholders holding 5% or more of its capital stock, (A) is
     required to register as a "broker" or "dealer" in accordance with the
     provisions of the 1934 Act or the rules and regulations thereunder, or (B)
     directly, or indirectly through one or more intermediaries, controls or has
     any other association with (within the meaning of Article I of the By-laws
     of the National Association of Securities Dealers, Inc. (the "NASD")) any
     member firm of the NASD.


                                       9




<PAGE>

          (25) Internal Controls.

          (A) The Company has established and maintains disclosure controls and
     procedures (as such term is defined in Rules 13a-14 and 15d-14 under the
     1934 Act) that (i) are designed to ensure that material information
     relating to the Company, including its consolidated subsidiaries, is made
     known to the Company's Chief Executive Officer and its Chief Financial
     Officer by others within those entities, particularly during the periods in
     which the filings made by the Company with the Commission which it may make
     under Section 13(a), 13(c), 14 or 15(d) of the 1934 Act are being prepared,
     (ii) have been evaluated for effectiveness as of the end of the Company's
     most recent fiscal quarter and (iii) are effective to perform the functions
     for which they were established.

          (B) The accountants and the Audit Committee of the Board of Directors
     of the Company have been advised of (i) any significant deficiencies in the
     design or operation of internal controls which could adversely affect the
     Company's ability to record, process, summarize and report financial data
     and (ii) any fraud, whether or not material, that involves management or
     other employees who have a role in the Company's internal controls over
     financial reporting; any material weaknesses in internal controls have been
     identified for the accountants.

     (b) Officers' Certificates. Any certificate signed by any officer of the
Company, any of its subsidiaries or the Trust and delivered to the Underwriter
or to counsel for the Underwriter in connection with the offering of the Capital
Securities shall be deemed a representation and warranty by the Company or the
Trust, respectively, to the Underwriter as to the matters covered thereby on the
date of such certificate and, unless subsequently amended or supplemented, at
each Representation Date subsequent thereto.

     SECTION 2. Sale and Delivery to Underwriter; Closing.

     (a) Capital Securities. On the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth, the
Trust agrees to sell to the Underwriter, and the Underwriter agrees to purchase
from the Company, at the purchase price set forth in Exhibit A, 200,000 Capital
Securities.

     (b) Payment. As compensation to the Underwriter for its commitment
hereunder and in view of the fact that the proceeds of the sale of the Capital
Securities will be used to purchase the Subordinated Debentures, the Company
hereby agrees to pay at the Closing Time to the Underwriter a commission per
Capital Security purchased by the Underwriter as set forth in Exhibit A. Payment
of the purchase price for, and delivery of, the Capital Securities shall be made
at the offices of Sidley Austin Brown & Wood LLP, 787 Seventh Avenue, New York,
New York 10019 or at such other place as shall be agreed upon by FTN, the
Company and the Trust, at 9:00 A.M. (Eastern time) on the third (fourth, if the
pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day
after the date of this Agreement (unless postponed in accordance with the
provisions of Section 10 hereof), or such other time not later than ten business
days after such date as shall be agreed upon by FTN, the Company and the Trust
(such time and date of payment and delivery being herein called the "Closing
Time").


                                       10




<PAGE>

     Payment shall be made to the Trust by wire transfer of immediately
available funds to a bank account designated by the Trust, against delivery to
FTN of the Capital Securities to be purchased by it.

     (c) Denominations; Registration. The Capital Securities shall be in such
denominations and registered in such names as FTN may request in writing at
least one full business day prior to the Closing Time. The Capital Securities
will be made available for examination and packaging by FTN in The City of New
York not later than 10:00 A.M. (Eastern time) on the business day prior to the
Closing Time.

     SECTION 3. Covenants of the Company and the Trust. The Company and the
Trust jointly and severally covenant with the Underwriter as follows:

     (a) Compliance with Securities Regulations and Commission Requests. The
Company and the Trust, subject to Section 3(b), will comply with the
requirements of Rule 424(b) and will notify FTN immediately, and confirm the
notice in writing, of (i) the effectiveness of any post-effective amendment to
the Registration Statement or the filing of any supplement or amendment to the
Prospectus, (ii) the receipt of any comments from the Commission, (iii) any
request by the Commission for any amendment to the Registration Statement, any
amendment or supplement to the Prospectus or additional information, and (iv)
the issuance by the Commission of any stop order suspending the effectiveness of
the Registration Statement or of any order preventing or suspending the use of
any preliminary prospectus, or of the suspension of the qualification of the
Capital Securities for offering or sale in any jurisdiction, or of the
initiation or threatening of any proceedings for any of such purposes. The
Company and the Trust will promptly effect the filings necessary pursuant to
Rule 424(b) and will take such steps as they deem necessary to ascertain
promptly whether the Prospectus transmitted for filing under Rule 424(b) was
received for filing by the Commission and, in the event that it was not, they
will promptly file the Prospectus. The Company and the Trust will make every
reasonable effort to prevent the issuance of any stop order and, if any stop
order is issued, to obtain the lifting thereof at the earliest possible moment.

     (b) Filing of Amendments. The Company and the Trust will give FTN notice of
their intention to file or prepare any amendment to the Registration Statement
or any amendment, supplement or revision to either the prospectus included in
the Registration Statement at the time it became effective or to the Prospectus,
whether pursuant to the 1933 Act, the 1934 Act or otherwise, will furnish FTN
with copies of any such documents a reasonable amount of time prior to such
proposed filing or use, as the case may be, and will not file or use any such
document to which FTN or counsel for the Underwriter shall object.

     (c) Delivery of Registration Statements. The Company has furnished or will
deliver to FTN and counsel for the Underwriter, without charge, conformed copies
of the Registration Statement as originally filed and of each amendment thereto
(including exhibits filed therewith or incorporated by reference therein and
documents incorporated or deemed to be incorporated by reference therein),
conformed copies of all consents and certificates of experts, signed copies of
the Company's Annual Report on Form 10-K for the year ended December 31, 2003
and signed copies of all consents and certificates of experts filed therewith.
The Registration Statement and each amendment thereto furnished to the
Underwriter will be identical to any


                                       11




<PAGE>

electronically transmitted copies thereof filed with the Commission pursuant to
EDGAR, except to the extent permitted by Regulation S-T.

     (d) Delivery of Prospectuses. The Company will deliver to the Underwriter,
without charge, as many copies of each preliminary prospectus as the Underwriter
may reasonably request, and the Company and the Trust hereby consent to the use
of such copies for purposes permitted by the 1933 Act. The Company will furnish
to the Underwriter, without charge, during the period when the Prospectus is
required to be delivered under the 1933 Act or the 1934 Act, such number of
copies of the Prospectus as the Underwriter may reasonably request. The
Prospectus and any amendments or supplements thereto furnished to the
Underwriter will be identical to any electronically transmitted copies thereof
filed with the Commission pursuant to EDGAR, except to the extent permitted by
Regulation S-T.

     (e) Continued Compliance with Securities Laws. The Company and the Trust
will comply with the 1933 Act and the 1933 Act Regulations and the 1934 Act and
the 1934 Act Regulations so as to permit the completion of the distribution of
the Capital Securities as contemplated in this Agreement and in the Registration
Statement and the Prospectus. If at any time when the Prospectus is required by
the 1933 Act or the 1934 Act to be delivered in connection with sales of the
Capital Securities, any event shall occur or condition shall exist as a result
of which it is necessary, in the opinion of counsel for the Underwriter or for
the Company and the Trust, to amend the Registration Statement in order that the
Registration Statement will not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading or to amend or supplement the
Prospectus in order that the Prospectus will not include an untrue statement of
a material fact or omit to state a material fact necessary in order to make the
statements therein not misleading in the light of the circumstances existing at
the time it is delivered to a purchaser, or if it shall be necessary, in the
opinion of such counsel, at any such time to amend the Registration Statement or
amend or supplement the Prospectus in order to comply with the requirements of
the 1933 Act or the 1933 Act Regulations, the Company and the Trust will
promptly prepare and file with the Commission, subject to Section 3(b), such
amendment or supplement as may be necessary to correct such statement or
omission or to make the Registration Statement or the Prospectus comply with
such requirements, and the Company will furnish to the Underwriter, without
charge, such number of copies of such amendment or supplement as the Underwriter
may reasonably request.

     (f) Blue Sky Qualifications. Each of the Company and the Trust will use its
best efforts, in cooperation with the Underwriter, to qualify the Capital
Securities for offering and sale under the applicable securities laws of such
states and other jurisdictions (domestic or foreign) as FTN may designate and to
maintain such qualifications in effect for a period of not less than one year
from the date of this Agreement; provided, however, that neither the Company nor
the Trust shall be obligated to file any general consent to service of process
or to qualify as a foreign corporation or as a dealer in securities in any
jurisdiction in which it is not so qualified or to subject itself to taxation in
respect of doing business in any jurisdiction in which it is not otherwise so
subject. In each jurisdiction in which the Capital Securities have been so
qualified, the Company and the Trust will file such statements and reports as
may be required by the laws of such jurisdiction to continue such qualification
in effect for a period of not less than one year from the date of this
Agreement.


                                       12




<PAGE>

     (g) Earnings Statement. The Company will timely file such reports pursuant
to the 1934 Act as are necessary in order to make generally available to its
securityholders as soon as practicable an earnings statement for the purposes
of, and to provide the benefits contemplated by, the last paragraph of Section
11(a) of the 1933 Act.

     (h) Use of Proceeds. The Trust and the Company will use the net proceeds
received by it from the sale of the Capital Securities in the manner specified
in the Prospectus under "Use of Proceeds".

     (i) Restriction on Sale of Capital Securities. During the period beginning
from the date of this Agreement and continuing to and including the earlier of
(i) the termination of trading restrictions for the Capital Securities, as
notified to the Trust and the Company by FTN, and (ii) the Closing Time, the
Company will not offer, sell, contract to sell or otherwise dispose of, except
as provided hereunder, any Capital Securities, any other beneficial interests in
the assets of the Trust or the capital securities or any other securities of the
Trust or the Company, as the case may be, that are substantially similar to such
Capital Securities (including any guarantee of such securities) or any
securities that are convertible into or exchangeable for, or that represent the
right to receive securities, capital securities or any such substantially
similar securities of the Trust or the Company without the prior written consent
of the Underwriter.

     (j) Reporting Requirements. The Company and the Trust, during the period
when the Prospectus is required to be delivered under the 1933 Act or the 1934
Act, will file all documents required to be filed with the Commission pursuant
to the 1934 Act within the time periods required by the 1934 Act and the 1934
Act Regulations.

     SECTION 4. Payment of Expenses.

     (a) Expenses. The Company will pay all expenses incident to the performance
of its and the Trust's obligations under this Agreement, including (i) the
preparation, printing and filing of the Registration Statement (including
financial statements and exhibits) as originally filed and of each amendment
thereto, (ii) the preparation, printing and delivery to the Underwriter of this
Agreement, the Indenture and such other documents as may be required in
connection with the offering, purchase, sale, issuance or delivery of the
Capital Securities, (iii) the preparation, issuance and delivery of the Capital
Securities to the Underwriter, including any transfer taxes and any stamp or
other duties payable upon the sale, issuance or delivery of the Capital
Securities to the Underwriter, (iv) the fees and disbursements of the Indenture
Trustee and the Company's and the Trust's counsel, accountants and other
advisors or agents (including transfer agents and registrars), as well as the
fees and disbursements of the Indenture Trustee and the Trustees and their
respective counsel, (v) the qualification of the Capital Securities under state
securities laws in accordance with the provisions of Section 3(f) hereof,
including filing fees and the reasonable fees and disbursements of counsel for
the Underwriter in connection therewith and in connection with the preparation,
printing and delivery of the Blue Sky Survey, and any amendment thereto, (vi)
the printing and delivery to the Underwriter of copies of each preliminary
prospectus, and the Prospectus and any amendments or supplements thereto, (vii)
the fees charged by nationally recognized statistical rating organizations for
the rating of the Capital Securities and the Subordinated Debentures and (viii)
the filing fees incident to, and the


                                       13




<PAGE>

reasonable fees and disbursements of counsel to the Underwriter in connection
with, the review, if any, by the NASD of the terms of the sale of the Capital
Securities.

     (b) Termination of Agreement. If this Agreement is terminated by FTN in
accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the
Company shall reimburse the Underwriter for all of its out-of-pocket expenses,
including the reasonable fees and disbursements of counsel for the Underwriter.

     SECTION 5. Conditions of Underwriter's Obligations. The obligations of the
Underwriter to purchase and pay for the Capital Securities pursuant to this
Agreement are subject to the accuracy of the representations and warranties of
the Company and the Trust contained in Section 1 hereof or in certificates of
any officer of the Company or any of its subsidiaries, or any Trustee, delivered
pursuant to the provisions hereof, to the performance by the Company and the
Trust of their respective covenants and other obligations hereunder, and to the
following further conditions:

     (a) Effectiveness of Registration Statement. The Registration Statement has
become effective under the 1933 Act and no stop order suspending the
effectiveness of the Registration Statement shall have been issued under the
1933 Act and no proceedings for that purpose shall have been instituted or be
pending or threatened by the Commission, and any request on the part of the
Commission for additional information shall have been complied with to the
reasonable satisfaction of counsel to the Underwriter. A prospectus containing
information relating to the description of the Capital Securities, the specific
method of distribution and similar matters shall have been filed with the
Commission in accordance with Rule 424(b).

     (b) Opinion of Counsel for Company and Assistant General Counsel to the
Company. At Closing Time, FTN shall have received the favorable opinion, dated
as of Closing Time, of each of Sullivan & Cromwell LLP, counsel for the Company,
and Clyde A. Billings, Jr., Senior Vice President, Assistant General Counsel and
Corporate Secretary of the Company, in form and substance satisfactory to
counsel for the Underwriter to the effect set forth in Exhibit B-1 and Exhibit
B-2 hereto, respectively, and to such further effect as counsel to the
Underwriter may reasonably request. In giving such opinion, Sullivan & Cromwell
LLP may rely, as to all matters governed by the laws of the State of Tennessee,
upon the opinion of Clyde A. Billings, Jr., and as to all matters governed by
the laws of the State of Delaware, upon the opinion of Richards, Layton &
Finger, P.A. In giving such opinion, Clyde A. Billings, Jr., may rely, as to all
matters governed by the laws of jurisdictions other than the law of the State of
Tennessee and the federal law of the United States, upon the opinions of counsel
satisfactory to FTN. Each such counsel may also state that, insofar as such
opinion involves factual matters, they have relied, to the extent they deem
proper, upon certificates of officers of the Company and its subsidiaries and
certificates of public officials.

     (c) Opinion of Special Tax Counsel for the Trust and the Company. At
Closing Time, the Company, the Trust and FTN shall have received an opinion,
dated as of Closing Time, of Sullivan & Cromwell LLP, special tax counsel to the
Trust and the Company, that (i) the Subordinated Debentures will be classified
for U.S. federal income tax purposes as indebtedness of the Company, (ii) the
Trust will be classified for U.S. federal income tax purposes as a grantor trust
and not as an association taxable as a corporation and (iii) although


                                       14




<PAGE>

the discussion set forth in the Prospectus under the heading "Certain U.S.
Federal Income Tax Consequences" does not purport to discuss all possible U.S.
federal income tax consequences of the purchase, ownership and disposition of
the Capital Securities, such discussion constitutes, in all material respects, a
fair and accurate summary of the U.S. federal income tax consequences of the
purchase, ownership and disposition of the Capital Securities under current law
and assuming that all of the transaction documents, including the Indenture, the
Trust Agreement, the Subordinated Debenture Purchase Agreement, the Guarantee
Agreement and the Common Securities Purchase Agreement between the Company and
the Trust, dated as of the Closing Time, will be complied with in all material
respects. Such counsel may also state that, insofar as such opinion involves
factual matters, they have relied, to the extent they deem proper, upon
certificates of officers of the Company and its subsidiaries and certificates of
public officials.

     (d) Opinion of Special Delaware Counsel for the Trust. At Closing Time, FTN
shall have received the favorable opinion, dated as of the Closing Time, of
Richards, Layton & Finger, P.A., special Delaware counsel to the Trust, to the
effect set forth in Exhibit B-3 hereto and to such further effect as counsel to
the Underwriter may reasonably request.

     (e) Opinion of Counsel for The Bank of New York. At Closing Time, FTN shall
have received an opinion, dated as of Closing Time, of White & Case LLP, counsel
to The Bank of New York, as Property Trustee and Indenture Trustee, and The Bank
of New York (Delaware), as Guarantee Trustee, in form and substance satisfactory
to the Underwriter.

     (f) Opinion of Counsel for the Underwriter. At Closing Time, FTN shall have
received the favorable opinion, dated as of Closing Time, of Sidley Austin Brown
& Wood LLP, counsel for the Underwriter, with respect to the validity of the
Capital Securities, the Registration Statement, the Prospectus and other related
matters as the Underwriter may reasonably request, and the penultimate paragraph
of Exhibit B-2 hereto. In giving such opinion, such counsel may rely, as to all
matters governed by the laws of jurisdictions other than the law of the State of
New York, the federal law of the United States and the General Corporation Law
of the State of Delaware, upon the opinions of counsel satisfactory to FTN. Such
counsel may also state that, insofar as such opinion involves factual matters,
they have relied, to the extent they deem proper, upon certificates of officers
of the Company and its subsidiaries and certificates of public officials.

     (g) Officers' Certificates. At Closing Time, there shall not have been,
since the date of this Agreement or since the respective dates as of which
information is given in the Prospectus, (A) any material adverse change in the
condition, financial or otherwise, or in the earnings, business affairs or
business prospects of the Company and its subsidiaries considered as one
enterprise, whether or not arising in the ordinary course of business, and FTN
shall have received a certificate of the President or a Vice President of the
Company and of the chief financial officer or chief accounting officer of the
Company, dated as of the Closing Time, to the effect that (i) there has been no
such material adverse change, (ii) the representations and warranties in Section
1(a) are true and correct with the same force and effect as though expressly
made at and as of the Closing Time, (except for representations or warranties
which by their terms speak as of a different date or dates), (iii) the Company
has complied with all agreements and satisfied all conditions on its part to be
performed or satisfied at or prior to the Closing Time, and (iv) no stop order
suspending the effectiveness of the Registration Statement has been issued


                                       15




<PAGE>

and no proceedings for that purpose have been instituted, are pending or, to the
best of such officer's knowledge, are threatened by the Commission; or (B) any
material adverse change in the condition, financial or otherwise, or in the
earnings or business affairs of the Trust, and FTN shall have received a
certificate of an Administrative Trustee of the Trust, dated as of the Closing
Time, to the effect that (i) there has been no such material adverse change,
(ii) the representations and warranties in Section 1(a) hereof are true and
correct with the same force and effect as though expressly made at and as of the
Closing Time (except for representations or warranties which by their terms
speak as of a different date or dates), (iii) the Trust has complied in all
material respects with all agreements and satisfied all conditions on its part
to be performed or satisfied at or prior to the Closing Time and (iv) no stop
order suspending the effectiveness of the Registration Statement has been issued
and no proceedings for that purpose have been instituted or are pending or are,
to the best of the Trust's knowledge, threatened by the Commission.

     (h) Accountant's Comfort Letter. At the time of the execution of this
Agreement, FTN shall have received from KPMG LLP a letter dated such date, in
the form set forth in Annex I, containing statements and information of the type
ordinarily included in accountants' "comfort letters" to underwriters with
respect to the financial statements and certain financial information contained
in the Registration Statement and the Prospectus.

     (i) Bring-down Comfort Letter. At the Closing Time, FTN shall have received
from KPMG LLP a letter, dated as of the Closing Time, to the effect that they
reaffirm the statements made in the letter furnished pursuant to subsection (h)
of this Section 5, except that the specified date referred to shall be a date
not more than three business days prior to the Closing Time.

     (j) Ratings. At the Closing Time, the Capital Securities shall be rated at
least A3 by Moody's Investors Service, Inc. and BBB by Standard & Poor's, a
division of The McGraw-Hill Companies, Inc., and the Company shall have
delivered to FTN a letter, dated as of the Closing Time, from each such rating
organization, or other evidence satisfactory to FTN, confirming that the Capital
Securities have such ratings. Since the time of execution of this Agreement,
there shall not have occurred a downgrading in, or withdrawal of, the rating
assigned to the Capital Securities or any of the Company's other securities by
any "nationally recognized statistical rating organization", as defined by the
Commission for purposes of Rule 436(g)(2) of the 1933 Act Regulations, and no
such rating organization shall have publicly announced that it has under
surveillance or review its rating of the Capital Securities or any of the
Company's securities.

     (k) No Objection. The NASD shall not have raised any objection with respect
to the fairness and reasonableness of the underwriting terms and arrangements
filed with the NASD for review.

     (l) Additional Documents. At Closing Time, counsel for the Underwriter
shall have been furnished with such documents and opinions as they may require
for the purpose of enabling them to pass upon the issuance and sale of the
Capital Securities as herein contemplated, or in order to evidence the accuracy
of any of the representations or warranties, or the fulfillment of any of the
conditions, herein contained; and all proceedings taken by the Company and the
Trust in connection with the issuance and sale of the Capital Securities as


                                       16




<PAGE>

herein contemplated shall be satisfactory in form and substance to FTN and
counsel for the Underwriter.

     (m) Termination of this Agreement. If any condition specified in this
Section 5 shall not have been fulfilled when and as required to be fulfilled,
this Agreement may be terminated by FTN by notice to the Company at any time at
or prior to the Closing Time, and such termination shall be without liability of
any party to any other party except as provided in Section 4 and except that
Sections 1, 6, 7 and 8 shall survive any such termination and remain in full
force and effect.

     SECTION 6. Indemnification.

     (a) Indemnification of Underwriter. Each of the Company and the Trust,
jointly and severally, agrees to indemnify and hold harmless the Underwriter and
each person, if any, who controls the Underwriter within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act as follows:

          (1) against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, arising out of any untrue statement or alleged
     untrue statement of a material fact contained in the Registration Statement
     (or any amendment thereto), or the omission or alleged omission therefrom
     of a material fact required to be stated therein or necessary to make the
     statements therein not misleading or arising out of any untrue statement or
     alleged untrue statement of a material fact included in any preliminary
     prospectus or the Prospectus (or any amendment or supplement thereto), or
     the omission or alleged omission therefrom of a material fact necessary in
     order to make the statements therein, in the light of the circumstances
     under which they were made, not misleading;

          (2) against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, to the extent of the aggregate amount paid in
     settlement of any litigation, or any investigation or proceeding by any
     governmental agency or body, commenced or threatened, or any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission; provided that (subject to Section
     6(d) below) any such settlement is effected with the written consent of the
     Company; and

          (3) against any and all expense whatsoever, as incurred (including the
     fees and disbursements of counsel chosen by FTN), reasonably incurred in
     investigating, preparing or defending against any litigation, or any
     investigation or proceeding by any governmental agency or body, commenced
     or threatened, or any claim whatsoever based upon any such untrue statement
     or omission, or any such alleged untrue statement or omission, to the
     extent that any such expense is not paid under (1) or (2) above;

provided, however, that this indemnity shall not apply to any loss, liability,
claim, damage or expense to the extent arising out of any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished to the Company by the Underwriter
expressly for use in the Registration Statement (or any amendment thereto), or
any preliminary prospectus or the Prospectus (or any amendment or supplement
thereto); provided, further, however, that with respect to any untrue statement
or omission of


                                       17




<PAGE>

material fact made in any preliminary prospectus, the indemnity contained in
this Section 6(a) shall not inure to the benefit of the Underwriter to the
extent that any such loss, claim, damage or liability of the Underwriter occurs
under the circumstance where (i) the Company had previously furnished copies of
the Prospectus to the Underwriter, (ii) delivery of the Prospectus was required
by Act to be made to such person, (iii) the untrue statement or alleged untrue
statement or omission or alleged omission of material fact contained in the
preliminary prospectus was corrected in the Prospectus and (iv) there was not
sent or given to such person, at or prior to the written confirmation of such
securities to such person, a copy of the Prospectus.

     (b) Indemnification of Trust by Company. The Company agrees to indemnify
the Trust against all loss, liability, claim, damage and expense whatsoever as
due from the Trust under Section 6(a) hereunder.

     (c) Indemnification of Trust, Company, Directors and Officers. The
Underwriter agrees to indemnify and hold harmless the Company and the Trust, the
Company's directors, each of the Company's officers and the Trustee of the Trust
who signed the Registration Statement, and each person, if any, who controls the
Company and the Trust within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act against any and all loss, liability, claim, damage
and expense described in the indemnity contained in subsection (a) of this
Section, as incurred, but only with respect to untrue statements or omissions,
or alleged untrue statements or omissions, made in the Registration Statement
(or any amendment thereto), or any preliminary prospectus or the Prospectus (or
any amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the Company by the Underwriter expressly for
use in the Registration Statement (or any amendment thereto) or such preliminary
prospectus or the Prospectus (or any amendment or supplement thereto).

     (d) Actions against Parties; Notification. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 6(a), counsel
to the indemnified parties shall be selected by FTN, and, in the case of parties
indemnified pursuant to Section 6(c), counsel to the indemnified parties shall
be selected by the Company. An indemnifying party may participate at its own
expense in the defense of any such action; provided, however, that counsel to
the indemnifying party shall not (except with the consent of the indemnified
party) also be counsel to the indemnified party. In no event shall the
indemnifying parties be liable for fees and expenses of more than one counsel
(in addition to any local counsel) separate from their own counsel for all
indemnified parties in connection with any one action or separate but similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances. No indemnifying party shall, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever in respect of which indemnification or contribution could
be sought under this Section 6 or Section 7 hereof (whether or not the
indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an


                                       18




<PAGE>

unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.

     (e) Settlement without Consent if Failure to Reimburse. If at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 6(a)(2) effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request, (ii) such indemnifying party shall have received notice of
the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement.

     SECTION 7. Contribution. If the indemnification provided for in Section 6
hereof is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Trust, on the one hand, and the Underwriter, on the other hand, from the
offering of the Capital Securities pursuant to this Agreement or (ii) if the
allocation provided by clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company and the Trust,
on the one hand, and the Underwriter, on the other hand, in connection with the
statements or omissions which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations.

     The relative benefits received by the Company and the Trust, on the one
hand, and the Underwriter, on the other hand, in connection with the offering of
the Capital Securities pursuant to this Agreement shall be deemed to be in the
same respective proportions as the total net proceeds from the offering of the
Capital Securities (before deducting expenses) received by the Company and the
Trust and the total underwriting discount received by the Underwriter, in each
case as set forth on the cover of the Prospectus, bear to the aggregate initial
public offering price of such Capital Securities as set forth on such cover.

     The relative fault of the Company and the Trust, on the one hand, and the
Underwriter, on the other hand, shall be determined by reference to, among other
things, whether any such untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Underwriter and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

     The Company, the Trust and the Underwriter agree that it would not be just
and equitable if contribution pursuant to this Section 7 were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to above in this Section 7. The
aggregate amount of losses, liabilities, claims, damages and


                                       19




<PAGE>

expenses incurred by an indemnified party and referred to above in this Section
7 shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

     Notwithstanding the provisions of this Section 7, the Underwriter shall not
be required to contribute any amount in excess of the amount by which the total
price at which the Capital Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which the
Underwriter has otherwise been required to pay by reason of any such untrue or
alleged untrue statement or omission or alleged omission.

     No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

     For purposes of this Section 7, each person, if any, who controls the
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as the Underwriter, and
each director of the Company, each officer of the Company and the Trustee of the
Trust who signed the Registration Statement, and each person, if any, who
controls the Company or the Trust within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act shall have the same rights to contribution as
the Company.

     SECTION 8. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement or in
certificates of officers of the Company or any of its subsidiaries or the
Trustees of the Trust submitted pursuant hereto or thereto shall remain
operative and in full force and effect, regardless of any investigation made by
or on behalf of the Underwriter or controlling person, or by or on behalf of the
Company, and shall survive delivery of and payment for the Capital Securities.

     SECTION 9. Termination.

     (a) Termination; General. FTN may terminate this Agreement, by notice to
the Company and the Trust, at any time at or prior to the Closing Time if (i)
there has been, since the time of execution of this Agreement or since the
respective dates as of which information is given in the Prospectus, any
material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, or (ii) there has occurred any material adverse
change in the financial markets in the United States or the international
financial markets, or any outbreak or escalation of hostilities or other
calamity or crisis or any change or development involving a prospective change
in national or international political, financial or economic conditions, in
each case the effect of which is such as to make it, in the judgment of FTN,
impracticable or inadvisable to market the Capital Securities or to enforce
contracts for the sale of the Capital Securities, or (iii) trading in any
securities of the Company has been suspended or materially limited by the
Commission or the New York Stock Exchange, or if trading generally on the New
York Stock Exchange or the American Stock Exchange or in the Nasdaq Stock Market
has been suspended or materially


                                       20




<PAGE>

limited, or minimum or maximum prices for trading have been fixed, or maximum
ranges for prices have been required, by either of said exchanges or by such
system or by order of the Commission, the NASD or any other governmental
authority, or (iv) a banking moratorium has been declared by either Federal or
Tennessee authorities, or (v) there has been a material disruption in securities
settlement, payment or clearance services in the United States, or (vi) there
shall have come to the attention of FTN any facts that would cause them to
reasonably believe that the Prospectus, at the time it was required to be
delivered to a purchaser of the Capital Securities, included an untrue statement
of a material fact or omitted to state a material fact necessary in order to
make the statements therein, in light of the circumstances existing at the time
of such delivery, not misleading, or (vii) an official interpretation or
definitive guidance from the Federal Reserve Board has been issued to the effect
that trust capital securities will no longer be eligible under the rules and
regulations of the Federal Reserve Board for "Tier 1" regulatory capital
treatment. As used in this Section 9, the term "Prospectus" means the Prospectus
in the form first provided to the Underwriter for use in confirming sales of the
related Capital Securities.

     (b) Liabilities. If this Agreement is terminated pursuant to this Section
9, such termination shall be without liability of any party to any other party
except as provided in Section 4 hereof, and provided further that Sections 1, 6,
7 and 8 shall survive such termination and remain in full force and effect.

     SECTION 10. Notices. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriter shall be directed to FTN at 845 Crossover Lane, Suite 150, Memphis,
Tennessee 38117, facsimile (901) 537-7872, attention of James D. Wingett,
Managing Director; notices to the Trust shall be directed to it at The Bank of
New York, 101 Barclay Street, Floor 21 West, New York, New York 10286, attention
of Corporate Trust Administration, and notices to the Company shall be directed
to it at First Tennessee National Corporation, 165 Madison Avenue, Memphis,
Tennessee 38103, attention of Milton A. Gutelius, Jr., Senior Vice President and
Treasurer.

     SECTION 11. Parties. This Agreement shall each inure to the benefit of and
be binding upon the Company, the Trust and FTN and, upon execution of this
Agreement, their respective successors. Nothing expressed or mentioned in this
Agreement is intended or shall be construed to give any person, firm or
corporation, other than the Underwriter, the Company and the Trust and their
respective successors and the controlling persons and officers and directors
referred to in Sections 6 and 7 and their heirs and legal representatives, any
legal or equitable right, remedy or claim under or in respect of this Agreement
or any provision herein or therein contained. This Agreement and all conditions
and provisions hereof are intended to be for the sole and exclusive benefit of
the parties hereto and their respective successors, and said controlling persons
and officers and directors and their heirs and legal representatives, and for
the benefit of no other person, firm or corporation. No purchaser of Capital
Securities from the Underwriter shall be deemed to be a successor by reason
merely of such purchase.

     SECTION 12. GOVERNING LAW. THIS UNDERWRITING AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TENNESSEE.


                                       21




<PAGE>

     SECTION 13. Effect of Headings. The Article and Section headings herein and
the Table of Contents are for convenience only and shall not affect the
construction hereof.


                                       22




<PAGE>

     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Company and the Trust a counterpart hereof,
whereupon this Agreement, along with all counterparts, will become a binding
agreement between FTN, the Company and the Trust in accordance with its terms.

                                        Very truly yours,
                                        FIRST TENNESSEE NATIONAL CORPORATION


                                        By: /s/ Marlin L. Mosby, III
                                            ------------------------------------
                                            Name:  Marlin L. Mosby, III
                                            Title: Chief Financial Officer


                                        FIRST TENNESSEE CAPITAL II


                                        By: /s/ Milton A. Gutelius, Jr.
                                            ------------------------------------
                                            Name:  Milton A. Gutelius, Jr.
                                            Title: Administrative Trustee


CONFIRMED AND ACCEPTED,
as of the date first above written:

FTN FINANCIAL SECURITIES CORP.


By: /s/ James D. Wingett
    ------------------------------------
    James D. Wingett
    Managing Director


                                       23




<PAGE>

                                                                       Exhibit A

     The Capital Securities shall have the following terms:

<TABLE>
<S>                             <C>
ISSUER:                         First Tennessee Capital II

TITLE OF CAPITAL SECURITIES:    6.30% Capital Securities, Series B

AGGREGATE LIQUIDATION AMOUNT:   Aggregate liquidation amount of Capital
                                Securities to be sold: $200,000,000

PRICE TO PUBLIC:                100% of the principal amount of the Capital
                                Securities

PURCHASE PRICE BY THE
UNDERWRITER:                    100% of the liquidation amount of the Capital
                                Securities

UNDERWRITER'S COMPENSATION:     As compensation to the Underwriter for its
                                commitment hereunder, and in view of the fact
                                that the proceeds of the sale of the Capital
                                Securities will be used by the Trust to purchase
                                the Subordinated Debentures of the Company, the
                                Company hereby agrees to pay at the Closing Time
                                to FTN an amount equal to $10 per capital
                                security (or $2,000,000 in the aggregate) for
                                the Capital Securities to be delivered at the
                                Closing Time.

SPECIFIED FUNDS FOR PAYMENT
OF PURCHASE PRICE:              Federal (same day) Funds

ACCOUNTANTS' LETTER TO
BE DELIVERED ON DATE
OF CLOSING:                     KPMG LLP

TRUST AGREEMENT:                Amended and Restated Trust Agreement, dated as
                                of March 29, 2004, between the Company and the
                                Trustees named therein

INDENTURE:                      Indenture, dated as of December 30, 1996,
                                between the Company and The Bank of New York, as
                                Indenture Trustee.

GUARANTEE:                      Guarantee Agreement, dated as of March 29, 2004,
                                between Company and The Bank of New York, as
                                Guarantee Trustee
</TABLE>


                                       A-1




<PAGE>

<TABLE>
<S>                             <C>
MATURITY:                       April 15, 2034

INTEREST RATE:                  6.30 %

INTEREST PAYMENT DATES:         April 15 and October 15, commencing October 15,
                                2004

EXTENSION PERIOD:               None

DEFERRAL OF INTEREST:           As described in the Prospectus Supplement dated
                                March 24 2004

REDEMPTION PROVISIONS:          As described in the Prospectus Supplement dated
                                March 24, 2004

SINKING FUND PROVISIONS:        No sinking fund provisions.

TIME OF DELIVERY:               9:00 a.m., New York City time March 29, 2004

CLOSING LOCATION:               Sidley Austin Brown & Wood LLP

NAME AND ADDRESS
OF UNDERWRITER:                 FTN Financial Securities Corp.
                                845 Crossover Lane
                                Suite 150
                                Memphis, Tennessee 38117
</TABLE>


                                       A-2




<PAGE>

                                                                     Exhibit B-1

                      FORM OF OPINION OF COMPANY'S COUNSEL
                           TO BE DELIVERED PURSUANT TO
                                  SECTION 5(b)

          (1) The Company has been duly incorporated and is validly existing as
     a corporation in good standing under the laws of the State of Tennessee.

          (2) The Trust has been duly created and is validly existing as a
     statutory trust in good standing under the Delaware Statutory Trust Act and
     has the requisite trust power and authority to conduct its business as
     described in the Prospectus.

          (3) Based solely upon our review of a letter from the Federal Reserve
     Bank of St. Louis dated March 29, 2004, the Company has been duly
     registered as a bank holding company under the Bank Holding Company Act of
     1956, as amended.

          (4) The Underwriting Agreement has been duly authorized, executed and
     delivered by the Company.

          (5) The Subordinated Debentures have been duly authorized by the
     Company and, when executed, authenticated, issued and delivered in the
     manner provided in the Indenture and sold and purchased as provided in the
     Subordinated Debenture Purchase Agreement, will constitute valid and
     legally binding obligations of the Company, enforceable in accordance with
     their terms, subject to bankruptcy, insolvency, fraudulent transfer,
     reorganization, moratorium and similar laws of general applicability
     relating to or affecting creditors' rights generally and to general
     equitable principles.

          (6) The Indenture, the Guarantee Agreement and the Trust Agreement
     have each been duly authorized, executed and delivered by the Company and,
     assuming due authorization, execution and delivery by the Indenture Trustee
     (in the case of the Indenture), by the Guarantee Trustee (in the case of
     the Guarantee Agreement) and by the Trustees (in the case of the Trust
     Agreement), constitute valid and legally binding obligations of the
     Company, enforceable in accordance with their respective terms, subject to
     bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
     similar laws relating to or affecting creditors' rights generally, and to
     general equitable principles; and the Indenture, the Guarantee Agreement
     and the Trust Agreement have been duly qualified under the 1939 Act.

          (7) The statements made under the captions "Description of Junior
     Subordinated Debentures," "Description of Preferred Securities,"
     "Description of Guarantees", "Relationship Among the Preferred Securities,
     the Corresponding Junior Subordinated Debentures and the Guarantees",
     "Certain Terms of Capital Securities," "Certain Terms of Subordinated
     Debentures," "Certain Terms of Guarantee" and "Underwriting" in the
     Prospectus insofar as they purport to describe provisions of (i) the Trust
     Agreement, (ii) the Indenture, (iii) the Guarantee Agreement and (iv) the
     Underwriting Agreement are accurate, complete and fair, in all material
     respects.


                                     B-1-1




<PAGE>

          (8) Each part of the Registration Statement, when such part became
     effective, and the Prospectus, as of the date of the Prospectus, appeared
     on their face to be appropriately responsive, in all material respects
     relevant to the offering of the Capital Securities, to the requirements of
     the 1933 Act, the 1939 Act and the applicable rules and regulations of the
     Commission thereunder.

          (9) All regulatory consents, authorizations, approvals and filings
     required to be obtained or made by the Company under the Federal laws of
     the United States and the laws of the State of New York for the issuance of
     the Capital Securities have been obtained or made.

          (10) Neither the Company nor the Trust is, and upon the issuance and
     sale of the Capital Securities as herein contemplated and the application
     of the net proceeds therefrom as described in the Prospectus neither will
     be, an "investment company" within the meaning of the 1940 Act.

     In rendering such opinion, such counsel may rely (A) as to matters
involving the application of the laws of the State of Tennessee, upon the
opinion of Clyde A. Billings, Jr., Senior Vice President, Assistant General
Counsel and Corporate Secretary of the Company, (B) as to matters involving the
application of the laws of the State of Delaware, upon the opinion of Richards,
Layton & Finger, P.A., (which opinions, in each case, shall be dated and
furnished to FTN at the Closing Time and shall expressly state that such counsel
may rely on such opinion as if it were addressed to them), provided that
Sullivan & Cromwell LLP shall state in their opinion that they believe that they
are justified in relying upon such opinions, and (C) as to matters of fact (but
not as to legal conclusions), to the extent they deem proper, on certificates of
responsible officers of the Company, any of the Trustees and public officials.
Such opinion shall not state that it is to be governed or qualified by, or that
it is otherwise subject to, any treatise, written policy or other document
relating to legal opinions, including, without limitation, the Legal Opinion
Accord of the ABA Section of Business Law (1991).


                                     B-1-2




<PAGE>

                                                                     Exhibit B-2

        FORM OF OPINION OF CLYDE A. BILLINGS, JR., SENIOR VICE PRESIDENT,
        ASSISTANT GENERAL COUNSEL AND CORPORATE SECRETARY OF THE COMPANY
                           TO BE DELIVERED PURSUANT TO
                                  SECTION 5(b)

          (1) The Company has been duly incorporated and is validly existing as
     a corporation in good standing under the laws of the State of Tennessee.

          (2) The Company has corporate power and authority to own, lease and
     operate its properties and to conduct its business as described in the
     Prospectus and to enter into and perform its obligations under, or as
     contemplated under, the Underwriting Agreement.

          (3) The Company has been duly registered as a bank holding company
     under the Bank Holding Company Act of 1956, as amended.

          (4) The Company is duly qualified as a foreign corporation to transact
     business and is in good standing in each jurisdiction in which such
     qualification is required, whether by reason of the ownership or leasing of
     property or the conduct of business, except where the failure to so qualify
     or be in good standing would not result in a Material Adverse Effect.

          (5) The Subsidiary has been duly incorporated and is validly existing
     as a corporation in good standing under the laws of the jurisdiction of its
     incorporation. The Bank has been duly organized and is validly existing as
     a national banking association under the laws of the United States. The
     Subsidiary has corporate power and authority to own, lease and operate its
     properties and to conduct its business as described in the Prospectus and
     is duly qualified as a foreign corporation to transact business and is in
     good standing in each jurisdiction in which such qualification is required,
     whether by reason of the ownership or leasing of property or the conduct of
     business, except where the failure to so qualify or be in good standing
     would not result in a Material Adverse Effect. Except as otherwise
     described in the Prospectus, all of the issued and outstanding capital
     stock of each of the Subsidiary and the Bank has been duly authorized and
     is validly issued, fully paid and non-assessable (except, in the case of
     the Bank, as provided in 12 U.S.C. 'SS' 55, as amended) and, to the best
     of our knowledge, is owned by the Company, directly or through
     subsidiaries, free and clear of any security interest, mortgage, pledge,
     lien, encumbrance, claim or equity. None of the outstanding shares of
     capital stock of each of the Subsidiary and the Bank was issued in
     violation of preemptive or other similar rights of any securityholder of
     such Subsidiary or the Bank, as the case may be. The Bank is an insured
     bank under the applicable provisions of the Federal Deposit Insurance Act,
     as amended, and no proceeding for the termination or revocation of such
     insurance is pending or, to our knowledge, threatened against any such
     subsidiary. The Bank has no subsidiaries that are depository institutions
     with deposits insured under the provisions of the Federal Deposit Insurance
     Act, as amended.


                                     B-2-1



<PAGE>

          (6) The authorized, issued and outstanding shares of capital stock of
     the Company is as set forth in the column entitled "Actual" under the
     caption "Capitalization" in the Prospectus (except for subsequent issuances
     thereof, if any, contemplated under the Underwriting Agreement, pursuant to
     reservations, agreements or employee benefit plans, referred to in the
     Prospectus, pursuant to the exercise of convertible securities or options
     referred to in the Prospectus, or subsequent repurchases thereof, if any,
     pursuant to publicly announced stock repurchase programs). Such shares of
     capital stock have been duly authorized and validly issued by the Company
     and are fully paid and non-assessable, and none of such shares of capital
     stock was issued in violation of preemptive or other similar rights of any
     securityholder of the Company.

          (7) The Underwriting Agreement has been duly authorized, executed and
     delivered by the Company and has been duly executed and delivered by the
     Trust.

          (8) The Subordinated Debentures have been duly authorized, executed
     and delivered by the Company.

          (9) The Indenture, the Trust Agreement and the Guarantee Agreement
     have been duly authorized, executed and delivered by the Company.

          (10) The holders of outstanding shares of capital stock of the Company
     are not entitled to any preemptive rights under the Articles of
     Incorporation or By-Laws of the Company or the laws of the State of
     Tennessee to subscribe for the Capital Securities or the Subordinated
     Debentures.

          (11) The information in the Prospectus under "Certain Terms of Capital
     Securities", "Certain Terms of Subordinated Debentures", "Certain Terms of
     Guarantee", "Description of Junior Subordinated Debentures", "Description
     of Preferred Securities", "Description of Guarantees" and "Relationship
     Among the Preferred Securities, the Corresponding Junior Subordinated
     Debentures and the Guarantees", or any caption purporting to describe any
     such Securities and in the Registration Statement under Item 15, to the
     extent that it constitutes matters of law, summaries of legal matters or
     the Company's charter, bylaws or legal proceedings, or legal conclusions,
     has been reviewed by me and is correct in all material respects.

          (12) To the best of my knowledge, neither the Company, the Subsidiary
     nor the Bank is in violation of its charter or by-laws (or equivalent
     document) and no default by the Company or any of its subsidiaries
     (including the Trust) exists in the due performance or observance of any
     material obligation, agreement, covenant or condition contained in any
     contract, indenture, mortgage, loan agreement, note, lease or other
     agreement or instrument that is described or referred to in the
     Registration Statement or the Prospectus or filed or incorporated by
     reference as an exhibit to the Registration Statement, other than such
     defaults that individually or in the aggregate would not have a Material
     Adverse Effect, or would not materially adversely affect the issue and sale
     of the Capital Securities or the consummation of the transactions
     contemplated hereby.


                                     B-2-2




<PAGE>

          (13) The execution, delivery and performance of the Underwriting
     Agreement, the Guarantee Agreement, the Trust Agreement, the Indenture and
     the Subordinated Debentures, and the consummation of the transactions
     contemplated in the Underwriting Agreement and in the Registration
     Statement and the Prospectus (including the issuance and sale of the
     Capital Securities and the use of the proceeds from the sale of the Capital
     Securities as described under the caption "Use of Proceeds") and compliance
     by the Company with its obligations thereunder do not and will not, whether
     with or without the giving of notice or passage of time or both, conflict
     with or constitute a breach of, or default or Repayment Event under, or
     result in the creation or imposition of any lien, charge or encumbrance
     upon any assets, properties or operations of the Company, the Bank or the
     Subsidiary pursuant to, any contract, indenture, mortgage, deed of trust,
     loan or credit agreement, note, lease or any other agreement or instrument,
     known to me, to which the Company, the Bank or the Subsidiary is subject,
     other than such conflicts, breaches, violations or defaults or Repayment
     Events that, individually or on a cumulative basis, would not have a
     Material Adverse Effect or would not materially adversely affect the issue
     and sale of the Capital Securities or the consummation of the transactions
     contemplated by the Underwriting Agreement, the Registration Statement and
     the Prospectus, nor will such action result in any violation of the
     provisions of the charter or by-laws (or equivalent document) of the
     Company, the Bank or the Subsidiary or any applicable law, statute, rule,
     regulation, judgment, order, writ or decree, known to me, of any
     government, government instrumentality or court, domestic or foreign,
     having jurisdiction over the Company or any of its Subsidiaries or any of
     their assets, properties or operations, except for such violations as would
     not result in a Material Adverse Effect.

          (14) To the best of my knowledge and other than as set forth in the
     Prospectus, there is not pending or threatened any action, suit,
     proceeding, inquiry or investigation to which the Company or any of its
     subsidiaries thereof is a party or to which the assets, properties or
     operations of the Company or any of its subsidiaries thereof is subject,
     before or by any court or governmental agency or body, domestic or foreign,
     which might reasonably be expected to result in a Material Adverse Effect
     or which might reasonably be expected to materially and adversely affect
     the assets, properties or operations thereof or the consummation of the
     transactions contemplated under the Underwriting Agreement, the Guarantee
     Agreement, the Trust Agreement, or the Indenture or the performance by the
     Company of its obligations thereunder. To the best of my knowledge, the
     Company and each of its subsidiaries is in compliance with all laws
     administered by and regulations applicable to it of any Banking Regulator
     and of any other federal or state agency or authority with jurisdiction
     over it except where failure to so comply would not result in a Material
     Adverse Effect. To the best of my knowledge, neither the Company nor any of
     its subsidiaries is a party to or otherwise subject to any consent decree,
     memorandum of understanding, written commitment or other supervisory
     agreement with any Banking Regulator or any other federal or state agency
     or authority, nor have the Company or any of its subsidiaries been advised
     by any Banking Regulator or any other federal or state agency or authority
     that it is contemplating issuing or requesting any of the foregoing except
     where being a party to or subject to such consent decree, memorandum of
     understanding, written commitment or other supervisory agreement would not
     result in a Material Adverse Effect.


                                     B-2-3




<PAGE>

          (15) All descriptions in the Prospectus of contracts and other
     documents to which the Company or its subsidiaries are a party are accurate
     in all material respects. To the best of our knowledge, there are no
     franchises, contracts, indentures, mortgages, loan agreements, notes,
     leases or other instruments required to be described or referred to in the
     Prospectus or to be filed as exhibits to the Registration Statement other
     than those described or referred to therein or filed or incorporated by
     reference as exhibits thereto, and the descriptions thereof or references
     thereto are correct in all material respects.

          (16) To the best of my knowledge, there are no statutes or regulations
     that are required to be described in the Prospectus that are not described
     as required.

          (17) The Registration Statement and each amendment or supplement to
     the Registration Statement made by the Company prior to the date hereof
     (excluding the documents incorporated by reference therein and other than
     the financial statements and supporting schedules included therein or
     omitted therefrom and each Trustee's Statement of Eligibility on Form T-1
     (the "Form T-1s"), as to which we express no opinion), when the
     Registration Statement or any such amendment or supplement became
     effective, complied as to form in all material respects with the
     requirements of the 1933 Act and the 1933 Act Regulations. The Prospectus
     and each amendment or supplement to the Prospectus made by the Company
     prior to the date hereof (excluding the documents incorporated by reference
     therein and other than the financial statements and supporting schedules
     included therein or omitted therefrom, as to which we express no opinion),
     when they were filed with the Commission, complied, and as of the date
     hereof comply, as to form in all material respects with the requirements of
     1933 Act and the 1933 Act Regulations.

          (18) The documents incorporated by reference into the Prospectus or
     any further amendments or supplements thereto made by the Company prior to
     the date hereof (other than the financial statements and supporting
     schedules therein or omitted therefrom, as to which we express no opinion),
     when they were filed with the Commission, complied, and as of the date
     hereof comply, as to form in all material respects with the requirements of
     the 1934 Act and the rules and regulations of the Commission thereunder.

          (19) No filing with, or authorization, approval, consent, license,
     order, registration, qualification or decree of, any court or governmental
     authority or agency, domestic or foreign, is necessary or required for the
     due authorization, execution or delivery by the Company of the Underwriting
     Agreement, the Guarantee Agreement, the Trust Agreement or the Subordinated
     Debentures, or for the performance by the Company of the transactions
     contemplated under the Prospectus, the Underwriting Agreement, the
     Indenture, the Guarantee Agreement or the Trust Agreement other than under
     the 1933 Act, the 1933 Act Regulations, the 1939 Act and the 1939 Act
     Regulations, which have already been made, obtained or rendered, as
     applicable.

          (20) The Registration Statement has been declared effective under the
     1933 Act. Any required filing of the Prospectus pursuant to Rule 424(b) has
     been made in the manner and within the time period required by Rule 424(b).
     To the best of our knowledge, no stop order suspending the effectiveness of
     the Registration Statement has


                                     B-2-4




<PAGE>

     been issued under the 1933 Act and no proceedings for that purpose have
     been initiated or are pending or threatened by the Commission.

          (21) The holders of outstanding shares of capital stock of the Company
     are not entitled to any preemptive rights under the Articles of
     Incorporation or By-Laws of the Company or the laws of the State of
     Tennessee to subscribe for the Capital Securities or the Subordinated
     Debentures.

     Nothing has come to my attention that would lead me to believe that the
Registration Statement or any post-effective amendment thereto (except for
financial statements and supporting schedules and other financial data included
therein or omitted therefrom and for the Form T-1s, as to which I make no
statement), at the time of the filing of the Company's most recent Annual Report
on Form 10-K with the Commission or at the date of the Underwriting Agreement,
contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading or that the Prospectus or any amendment or supplement thereto
(except for financial statements and supporting schedules and other financial
data included therein or omitted therefrom, as to which I make no statement), at
the time the Prospectus was issued, at the time any such amended or supplemented
prospectus was issued or at the Closing Time, included or includes an untrue
statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

     In rendering such opinion, such counsel may rely (A) as to matters
involving the application of the laws of New York, upon the opinion of Sullivan
& Cromwell LLP, (B) as to all matters involving the application of the laws of
the State of Delaware, upon the opinion of Richards, Layton & Finger, P.A.,
(which opinions, in each case, shall be dated and furnished to FTN at the
Closing Time and shall expressly state that such counsel may rely on such
opinion as if it were addressed to him), provided that Clyde A. Billings, Jr.,
shall state in his opinion that he believes that he is justified in relying upon
such opinion, and (C) as to matters of fact (but not as to legal conclusions),
to the extent he deems proper, on certificates of responsible officers of the
Company, any of the Trustees and public officials. Such opinion shall not state
that it is to be governed or qualified by, or that it is otherwise subject to,
any treatise, written policy or other document relating to legal opinions,
including, without limitation, the Legal Opinion Accord of the ABA Section of
Business Law (1991).


                                     B-2-5




<PAGE>

                                                                     Exhibit B-3

               FORM OF OPINION OF RICHARDS, LAYTON & FINGER, P.A.,
                    TO BE DELIVERED PURSUANT TO SECTION 5 (d)

          (1) The Trust has been duly created and is validly existing in good
     standing as a statutory trust under the Statutory Trust Act, and all
     filings required under the laws of the State of Delaware with respect to
     the creation and valid existence of the Trust as a statutory trust have
     been made.

          (2) Under the Statutory Trust Act and the Trust Agreement, the Trust
     has the requisite trust power and authority to own its properties and
     conduct its business, all as described in the Trust Agreement and the
     Prospectus, and to execute, deliver and perform its obligations under the
     Underwriting Agreement.

          (3) The Capital Securities have been duly authorized for issuance by
     the Trust and, when issued, executed, authenticated and delivered in
     accordance with the terms of the Trust Agreement against payment of the
     consideration as set forth in the Underwriting Agreement, the Capital
     Securities will be validly issued and, subject to the qualifications set
     forth in this paragraph, fully paid and non-assessable undivided beneficial
     interests in the assets of the Trust. The Capital Security Holders will be
     entitled to the benefits of the Trust Agreement and, as beneficial owners
     of the Trust, will be entitled to the same limitation of personal liability
     extended to stockholders of private corporations for profit organized under
     the General Corporation Law of the State of Delaware. We note that the
     Capital Security Holders may be obligated pursuant to the Trust Agreement
     to (i) provide indemnity and/or security in connection with and pay taxes
     or governmental charges arising from transfers or exchanges of capital
     security certificates and the issuance of replacement capital security
     certificates and (ii) provide security or indemnity in connection with
     requests of or directions to the Property Trustee to exercise its rights
     and remedies under the Trust Agreement.

          (4) The Common Securities have been duly authorized for issuance by
     the Trust and, when issued, executed, authenticated and delivered in
     accordance with the terms of the Trust Agreement against payment of the
     consideration as set forth in the Trust Agreement, the Common Securities
     will be validly issued and, subject to the qualifications set forth in this
     paragraph and except to the extent provided in certain sections of the
     Trust Agreement, fully-paid and non-assessable undivided beneficial
     interests in the assets of the Trust. The Common Security Holder will be
     entitled to the benefits of the Trust Agreement and, as a beneficial owner
     of the Trust, will be entitled to the same limitation of personal liability
     extended to stockholders of private corporations for profit organized under
     the General Corporation Law of the State of Delaware. We note that the
     Common Security Holder may be obligated pursuant to the Trust Agreement to
     (i) provide indemnity and/or security in connection with and pay taxes or
     governmental charges arising from transfers or exchanges of capital
     security certificates and the issuance of replacement capital security
     certificates and (ii) provide security or indemnity in connection with
     requests of or directions to the Trustees. In addition, we


                                     B-3-1




<PAGE>

     note that under Section 10.2 of the Trust Agreement, the Common Security
     Holder is responsible for the debts and obligations of the Trust.

          (5) Under the Statutory Trust Act and the Trust Agreement, the
     issuance of the Capital Securities and the Common Securities is not subject
     to preemptive or other similar rights.

          (6) Under the Trust Agreement and the Statutory Trust Act, the
     execution and delivery by the Trust of the Underwriting Agreement, and the
     performance by the Trust of its obligations thereunder, have been duly
     authorized by all necessary trust action on the part of the Trust.

          (7) The Trust Agreement constitutes a valid and binding obligation of
     the Company and the Trustees and is enforceable against the Company and the
     Trustees in accordance with its terms.

          (8) The issuance and sale by the Trust of the Capital Securities, the
     purchase by the Trust of the Subordinated Debentures, the execution,
     delivery and performance by the Trust of the Underwriting Agreement, the
     consummation by the Trust of the transactions contemplated thereby and
     compliance by the Trust with its obligations thereunder do not violate (i)
     any of the provisions of the Certificate or the Trust Agreement or (ii) any
     Delaware law or Delaware administrative regulation applicable to the Trust.

          (9) No filing with, or authorization, approval, consent, license,
     order, registration, qualification or decree of, any Delaware court or
     Delaware governmental authority or Delaware agency is necessary or required
     solely in connection with the issuance and sale by the Trust of the Capital
     Securities, the purchase by the Trust of the Subordinated Debentures, the
     execution, delivery and performance by the Trust of the Underwriting
     Agreement, the consummation by the Trust of the transactions contemplated
     thereby and compliance by the Trust with its obligations thereunder.

          The opinions expressed in paragraphs 3, 4 and 7 above are subject, as
to enforcement, to the effect upon the Trust Agreement of (i) bankruptcy,
insolvency, moratorium, receivership, reorganization, liquidation, fraudulent
conveyance or transfer and other similar laws relating to or affecting the
rights and remedies of creditors generally, (ii) principles of equity, including
applicable law relating to fiduciary duties (regardless of whether considered
and applied in a proceeding in equity or at law), and (iii) the effect of
applicable public policy on the enforceability of provisions relating to
indemnification or contribution.


                                     B-3-2




<PAGE>

                                                                         Annex I

          FORM OF ACCOUNTANTS' COMFORT LETTER PURSUANT TO SECTION 5(h)

     We are independent public accountants with respect to the Company and its
subsidiaries within the meaning of the 1933 Act and the 1933 Act Regulations
and:

          (i) in our opinion, the audited consolidated financial statements and
     the related financial statement schedules included or incorporated by
     reference in the Registration Statement and the Prospectus comply as to
     form in all material respects with the applicable accounting requirements
     of the 1933 Act and the 1933 Act Regulations;

          (ii) on the basis of procedures (but not an examination in accordance
     with generally accepted auditing standards) consisting of a reading of the
     latest available unaudited interim consolidated financial statements of the
     Company, a reading of the minutes of all meetings of the stockholders and
     directors of the Company and its subsidiaries and committees thereof since
     [day after end of last audited period], inquiries of certain officials of
     the Company and its subsidiaries responsible for financial and accounting
     matters, with respect to the [description of relevant periods] and such
     other inquiries and procedures as may be specified in such letter, nothing
     came to our attention that caused us to believe that:

               (A) at [_________, 20___ and at] a specified date not more than
          five days prior to the date of the Underwriting Agreement, there was
          any change in the ___________ of the Company and its subsidiaries, any
          decrease in the __________ of the Company and its subsidiaries or any
          increase in the __________ of the Company and its subsidiaries, in
          each case as compared with amounts shown in the latest balance sheet
          included or incorporated by reference in the Registration Statement
          and the Prospectus, except in each case for any changes, decreases or
          increases that the Registration Statement and the Prospectus disclose
          have occurred or may occur; or

               (B) or the period from [_________, 20__ to _________, 20__ and
          for the period from] _________, 20__ to a specified date not more than
          five days prior to the date of the Underwriting Agreement, there was
          any decrease in _________, __________ or ___________, in each case as
          compared with the comparable period in the preceding year, except in
          each case for any decreases that the Registration Statement and the
          Prospectus discloses have occurred or may occur;

          [(iii) based upon the procedures set forth in clause (ii) above and a
     reading of the Selected Financial Data included or incorporated by
     reference in the Registration Statement and the Prospectus [and a reading
     of the financial statements from which such data were derived], nothing
     came to our attention that caused us to believe that the Selected Financial
     Data included or incorporated by reference in the Registration Statement
     and the Prospectus do not comply as to form in all material respects with
     the


                                       1




<PAGE>

     disclosure requirements of Item 301 of Regulation S-K of the 1933 Act [,
     that the amounts included in the Selected Financial Data are not in
     agreement with the corresponding amounts in the audited consolidated
     financial statements for the respective periods or that the financial
     statements not included or incorporated by reference in the Registration
     Statement and the Prospectus from which certain of such data were derived
     are not in conformity with generally accepted accounting principles;]

          (iv) we have compared the information included or incorporated by
     reference in the Registration Statement and the Prospectus under selected
     captions with the disclosure requirements of Regulation S-K of the 1933 Act
     and on the basis of limited procedures specified herein, nothing came to
     our attention that caused us to believe that such information does not
     comply as to form in all material respects with the disclosure requirements
     of Items 302, 402 and 503(d), respectively, of Regulation S-K;

          [(v) based upon the procedures set forth in clause (ii) above and a
     reading of the latest available unaudited financial statements of the
     Company that have not been included or incorporated by reference in the
     Registration Statement and the Prospectus, nothing came to our attention
     that caused us to believe that the unaudited amounts for ________ for the
     [most recent period] do not agree with the amounts set forth in the
     unaudited consolidated financial statements for those periods or that such
     unaudited amounts were not determined on a basis substantially consistent
     with that of the corresponding amounts in the audited consolidated
     financial statements;]

          [(vi) we are unable to and do not express any opinion on the [Pro
     Forma Combined Balance Sheet and Statement of Operations] (collectively,
     the "Pro Forma Statements") included or incorporated by reference in the
     Registration Statement and the Prospectus or on the pro forma adjustments
     applied to the historical amounts included in the Pro Forma Statements;
     however, for purposes of this letter we have:

               (C) (A) read the Pro Forma Statements;

               (D) (B) performed [an audit] [a review in accordance with SAS
          100] of the financial statements to which the pro forma adjustments
          were applied;

               (E) (C) made inquiries of certain officials of the Company who
          have responsibility for financial and accounting matters about the
          basis for their determination of the pro forma adjustments and whether
          the Pro Forma Statements comply as to form in all material respects
          with the applicable accounting requirements of Rule 11-02 of
          Regulation S-X; and

               (F) (D) proved the arithmetic accuracy of the application of the
          pro forma adjustments to the historical amounts in the Pro Forma
          Statements; and

               (G) on the basis of such procedures and such other inquiries and
          procedures as specified herein, nothing came to our attention that
          caused us to believe that the Pro Forma Statements included or
          incorporated by reference in the Registration Statement and the
          Prospectus do not comply as to form in all material respects with the
          applicable requirements of Rule 11-02 of Regulation S-X or that the
          pro forma adjustments have not been properly applied to the historical
          amounts in the compilation of those statements;]


                                       2




<PAGE>

          (vii) in addition to the procedures referred to in clause (ii) above,
     we have performed other procedures, not constituting an audit, with respect
     to certain amounts, percentages, numerical data and financial information
     included or incorporated by reference in the Registration Statement and the
     Prospectus, which are specified herein, and have compared certain of such
     items with, and have found such items to be in agreement with, the
     accounting and financial records of the Company; and

          [(viii) in addition, we [add comfort on a financial forecast that is
     included or incorporated by reference in the Registration Statement and the
     Prospectus].


                                       3

</TEXT>
</DOCUMENT>
