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<SEC-DOCUMENT>0000950117-04-001214.txt : 20040330
<SEC-HEADER>0000950117-04-001214.hdr.sgml : 20040330
<ACCEPTANCE-DATETIME>20040330171408
ACCESSION NUMBER:		0000950117-04-001214
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20040324
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040330

FILER:

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

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-15185
		FILM NUMBER:		04702437

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

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FIRST TENNESSEE BANKS INC
		DATE OF NAME CHANGE:	19600201
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a37374.txt
<DESCRIPTION>FIRST TENNESSEE NATIONAL CORPORATION
<TEXT>

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                 March 24, 2004
                Date of report (Date of earliest event reported)

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

              Tennessee                 000-4491                62-0803242
   ----------------------------     ----------------       -------------------
   (State or Other Jurisdiction     (Commission File          (IRS Employer
          of Incorporation)              Number)           Identification No.)

               165 Madison Avenue
               Memphis, Tennessee                                  38103
     ----------------------------------------------------------------------
     (Address of principal executive offices)                    (Zip code)

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

                                       N/A
          -------------------------------------------------------------
          (Former Name or former address, if changed since last report)




<PAGE>

Item 5. Other Event.

          On March 29, 2004, First Tennessee Capital II, a Delaware statutory
trust (the "Trust"), the Common Securities of which are owned by the Registrant,
issued 200,000 of its 6.30% Capital Securities, Series B (the "Capital
Securities"), which represent beneficial interests in the assets of the Trust,
in a public offering registered under the Securities Act of 1933, under
Registration Statement No. 333-17457-02. The sole asset of the Trust is
$206,186,000 in aggregate principal amount of the 6.30% Junior Subordinated
Deferrable Interest Debentures, Series B, of the Registrant, also issued on
March 29, 2004. In addition, pursuant to the Guarantee Agreement referred to
below, and to the extent set forth therein, the Registrant has guaranteed the
obligations of the Trust under the Capital Securities.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

          (c) Exhibits

          The following exhibits are filed herewith:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Exhibit Number   Description
- --------------------------------------------------------------------------------
<S>              <C>
      1          Underwriting Agreement, dated March 24, 2004, among First
                 Tennessee National Corporation, First Tennessee Capital II and
                 FTN Financial Securities Corp.
- --------------------------------------------------------------------------------
     4.1         Certificate Representing the 6.30% Junior Subordinated
                 Deferrable Interest Debentures, Series B, of First Tennessee
                 National Corporation.
- --------------------------------------------------------------------------------
     4.2         Amended and Restated Trust Agreement, dated as of March 29,
                 2004, of First Tennessee Capital II, among First Tennessee
                 National Corporation, as Depositor, The Bank of New York, as
                 Property Trustee, The Bank of New York (Delaware), as Delaware
                 Trustee, and the Administrative Trustees named therein.
- --------------------------------------------------------------------------------
     4.3         Certificate Representing the 6.30% Capital Securities, Series
                 B, of First Tennessee Capital II.
- --------------------------------------------------------------------------------
     4.4         Guarantee Agreement, dated as of March 29, 2004, between First
                 Tennessee National Corporation, as Guarantor, and The Bank of
                 New York, as Trustee.
- --------------------------------------------------------------------------------
</TABLE>


                                       2




<PAGE>

                                   SIGNATURES

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

                                          FIRST TENNESSEE NATIONAL CORPORATION


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

DATED: March 30, 2004


                                       3




<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number    Description
- --------------------------------------------------------------------------------
<S>       <C>
1         Underwriting Agreement, dated March 24, 2004, among First Tennessee
          National Corporation, First Tennessee Capital II and FTN Financial
          Securities Corp.

4.1       Certificate Representing the 6.30% Junior Subordinated Deferrable
          Interest Debentures, Series B, of First Tennessee National
          Corporation.

4.2       Amended and Restated Trust Agreement, dated as of March 29, 2004, of
          First Tennessee Capital II, among First Tennessee National
          Corporation, as Depositor, The Bank of New York, as Property Trustee,
          The Bank of New York (Delaware), as Delaware Trustee, and the
          Administrative Trustees named therein.

4.3       Certificate Representing the 6.30% Capital Securities, Series B, of
          First Tennessee Capital II.

4.4       Guarantee Agreement, dated as of March 29, 2004, between First
          Tennessee National Corporation, as Guarantor, and The Bank of New
          York, as Trustee.
</TABLE>


                                       4

                            STATEMENT OF DIFFERENCES
                            ------------------------
The section symbol shall be expressed as................................'SS'

</TEXT>
</DOCUMENT>
<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>


                                       i




<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>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>ex4-1.txt
<DESCRIPTION>EXHIBIT 4.1
<TEXT>

<PAGE>

                                                                   Exhibit 4.1

                      FIRST TENNESSEE NATIONAL CORPORATION
       6.30% Junior Subordinated Deferrable Interest Debentures, Series B

No.1                                                                $206,186,000
CUSIP No. 337162 AF 8

     FIRST TENNESSEE NATIONAL CORPORATION, a corporation organized and existing
under the laws of the state of Tennessee (hereinafter called the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to First Tennessee
Capital II (the "Trust"), or registered assigns, the principal sum of
$206,186,000 on April 15, 2034. The Company further promises to pay interest on
said principal sum from March 29, 2004 or from the most recent interest payment
date (each such date, an "Interest Payment Date") on which interest has been
paid or duly provided for, semi-annually (subject to deferral as set forth
herein) in arrears on April 15 and October 15 of each year, commencing October
15, 2004, at the rate of 6.30% per annum, until the principal hereof shall have
become due and payable, plus Additional Interest, if any, until the principal
hereof is paid or duly provided for or made available for payment and on any
overdue principal and (without duplication and to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment of
interest at the rate of 6.30% per annum, compounded semi-annually. The amount of
interest payable for any period shall be computed on the basis of twelve 30-day
months and a 360-day year. The amount of interest payable for any partial period
shall be computed on the basis of the number of days elapsed in a 360-day year
of twelve 30-day months. In the event that any date on which interest is payable
on this Security is not a Business Day, then a payment of the interest payable
on such date will be made on the next succeeding day which is a Business Day
(and without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on the date the payment was originally payable.
A "Business Day" shall mean any day other than (i) a Saturday or Sunday, (ii) a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed or (iii) a day on which the
Corporate Trust Office of the Trustee or the principal office of the Property
Trustee under the Trust Agreement, dated March 29, 2004 (the "Trust Agreement")
for the Trust, among the Company, as Depositor, The Bank of New York, as
Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, and the
Administrative Trustees named therein, is closed for business. The interest
installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
installment, which shall be, for so long as this Security is held by the Trust
or in Global form, the Business Day next preceding the Interest Payment Date
and, if this Security is not held by the Trust or in Global form, fifteen days
prior to the Interest Payment Date. Any such interest installment not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such





<PAGE>

Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange or automated
quotation system on which the Securities of this series may be listed or traded,
and upon such notice as may be required by such exchange or self-regulatory
organization, all as more fully provided in said Indenture.

     So long as no Event of Default has occurred and is continuing, the Company
shall have the right at any time during the term of this Security to defer
payment of interest on this Security, at any time or from time to time, for up
to 10 consecutive semi-annual interest payment periods with respect to each
deferral period (each an "Extension Period"), during which Extension Periods the
Company shall have the right to make partial payments of interest on any
Interest Payment Date, and at the end of which the Company shall pay all
interest then accrued and unpaid (together with Additional Interest thereon to
the extent permitted by applicable law); provided, however, that no Extension
Period shall extend beyond the Stated Maturity of the principal of this
Security; provided, further, that during any such Extension Period, the Company
shall not, and shall not permit any Subsidiary of the Company to, (i) declare or
pay any dividends or distributions on, redeem, purchase or acquire, or make a
liquidation payment with respect to, any of the Company's capital stock or (ii)
make any payment of principal of or interest or premium, if any, on or repay,
repurchase or redeem any debt security of the Company that ranks pari passu with
or junior in interest to this Security or (iii) make any guarantee payments
regarding any guarantee by the Company of the debt securities of any Subsidiary
of the Company if such guarantee ranks pari passu with or junior in interest to
this Security (other than (a) dividends or distributions in the Company's
capital stock, (b) dividends declared in connection with the implementation of a
Rights Plan or the redemption or repurchase of any rights distributed pursuant
to a Rights Plan, (c) payments under the Guarantee with respect to this Security
and (d) purchases of Common Stock related to the issuance of Common Stock or
rights or options under any of the Company's benefit plans for its directors,
officers, employees or other persons within the definition of "employee" for
purposes of a registration of shares for an employee benefit plan of the
Company, related to the issuance of Common Stock or rights under a dividend
reinvestment and stock purchase plan, or related to the issuance of Common Stock
(or securities convertible or exchangeable for Common Stock) as consideration in
an acquisition transaction that was entered into prior to the commencement of
such Extension Period). Prior to the termination of any such Extension Period,
the Company may further defer the payment of interest, provided that no
Extension Period shall exceed 10 consecutive semi-annual periods or extend
beyond the Stated Maturity of the principal of this Security. Upon the
termination of any such Extension Period and upon the payment of all accrued and
unpaid interest and any Additional Interest then due, the Company may elect to
begin a new Extension Period, subject to the above requirements. No interest
shall be due and payable during an Extension Period except at the end thereof.
The Company shall give the Holder of this Security and the Trustee notice of its
election to begin any Extension Period at least one Business Day prior to the
next succeeding Interest Payment Date on which interest on this Security would
be payable but for such deferral or, with respect to the Securities issued to
the Trust, so long as such Securities are held by such Trust, prior to the
earlier of (i) the next succeeding date on which Distributions on the Preferred
Securities would be payable but for such deferral or (ii) the date the
Administrative Trustees are required to give notice to any securities exchange
or other applicable self-regulatory organization


                                      -2-





<PAGE>

or to holders of such Preferred Securities of the record date or the date such
Distributions are payable, but in any event not less than one Business Day prior
to such record date.

     Payment of principal of (and premium, if any) and interest on this Security
will be made at the office or agency of the Company maintained for that purpose
in the United States, in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts; provided, however, that at the option of the Company payment of interest
may be made (i) by check mailed to the address of the Person entitled thereto as
such address shall appear in the Securities Register or (ii) by wire transfer or
direct deposit in immediately available funds at such place and to such account
as may be designated in writing by the relevant Regular Record Date by the
Person entitled thereto as specified in the Securities Register.

     The indebtedness evidenced by this Security is, to the extent provided in
the Indenture, subordinate and subject in right of payment to the prior payment
in full of all Senior Indebtedness, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such actions as may be
necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes. Each
Holder hereof, by its acceptance hereof, waives all notice of the acceptance of
the subordination provisions contained herein and in the Indenture by each
holder of Senior Indebtedness, whether now outstanding or hereafter incurred,
and waives reliance by each such holder upon said provisions.

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

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


                                      -3-





<PAGE>

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

                                         FIRST TENNESSEE NATIONAL
                                         CORPORATION

[SEAL]

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

Attest:  /s/ Clyde A. Billings, Jr.
        ------------------------------
        Name:  Clyde A. Billings, Jr.
        Title: Senior Vice President
               and Corporate Secretary

     This is one of the Securities referred to in the within mentioned
Indenture.

Dated: March 29, 2004

                                         THE BANK OF NEW YORK
                                         as Trustee


                                         By: /s/ Barbara Bevelaqua
                                             -----------------------------------
                                             Name:  Barbara Bevelaqua
                                             Title: Vice President





<PAGE>

                               REVERSE OF SECURITY

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued under a Junior Subordinated
Indenture, dated as of December 30, 1996 (herein called the "Indenture"),
between the Company and The Bank of New York, as Trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Trustee, the Company and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof.

     All terms used in this Security that are defined in the Indenture or in the
Trust Agreement shall have the meanings assigned to them in the Indenture or the
Trust Agreement, as the case may be.

     The Company may at any time, at its option, on or after April 15, 2009, and
subject to the terms and conditions of Article XI of the Indenture, redeem this
Security in whole at any time or in part from time to time, at a redemption
price equal to the principal amount, together with accrued interest to but
excluding the Redemption Date.

     In the event of redemption of this Security in part only, a new Security or
Securities of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.

     If at any time a Tax Event, Capital Treatment Event or Investment Company
Event occurs, then the Company shall have the right to redeem this Security, in
whole but not in part, at any time within 90 days following the occurrence of
the Tax Event, Capital Treatment Event or Investment Company Event, at a
Redemption Price equal to 100% of the principal amount hereof plus accrued and
unpaid interest hereon to the Redemption Date. "Tax Event," with respect to the
Securities held by the Trust, means that the Trust has received an Opinion of
Counsel experienced in such matters to the effect that, as a result of any
amendment to, or change (including any announced proposed change) in, the laws
(or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which proposed change, pronouncement or decision is announced on or after the
date of issuance of the Trust's 6.30% Capital Securities, Series B (the "Capital
Securities") there is more than an insubstantial risk that: (i) the Trust is, or
will be within 90 days of the date of such Opinion of Counsel, subject to U.S.
federal income tax with respect to income received or accrued on the Securities;
(ii) interest payable by the Company on the Securities is not, or within 90 days
of the date of such Opinion of Counsel, will not be, deductible by the Company,
in whole or in part, for U.S. federal income tax purposes; or (iii) the Trust
is, or will be within 90 days of the date of such Opinion of Counsel, subject to
more than a de minimis amount of other taxes, duties or other governmental
charges. With respect to Securities that are no longer held by the Trust, "Tax
Event" means the receipt by the Company of an Opinion of Counsel experienced in
such matters to the effect that, as a result of any amendment to, or change
(including any announced proposed change) in, the





<PAGE>

laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein or as a result of any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective or
which proposed change, pronouncement or decision is announced on or after the
date of issuance of the Securities under the Indenture, there is more than an
insubstantial risk that interest payable by the Company on the Securities is
not, or within 90 days of the date of such Opinion of Counsel will not be,
deductible by the Company, in whole or in part, for U.S. federal income tax
purposes. "Capital Treatment Event," with respect to the Trust, means the
reasonable determination by the Company that, as a result of any amendment to,
or change (including any proposed change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision thereof or
therein, or as a result of any official or administrative pronouncement or
action or judicial decision interpreting or applying such laws or regulations,
which amendment or change is effective or such prospective change,
pronouncement, action or decision is announced on or after the date of issuance
of the Preferred Securities of the Trust, there is more than an insubstantial
risk that the Company will not be entitled to treat an amount equal to the
Liquidation Amount (as defined in the related Trust Agreement) of such Preferred
Securities as "Tier 1 Capital" (or the then equivalent thereof) for purposes of
the capital adequacy guidelines of the Federal Reserve, as then in effect and
applicable to the Company. If such an amendment, change, pronouncement, action
or decision effects or changes a limit on the amount of securities such as the
Preferred Securities issued by First Tennessee Capital II that can be treated as
"Tier 1" regulatory capital, then, in determining the risk that the Company will
not be entitled to include the full Liquidation Amount of the Preferred
Securities issued by First Tennessee Capital II in its "Tier 1" regulatory
capital (or the then equivalent thereof), the Company shall assume that the
Company's existing capital securities designated as the "8.07% Capital
Securities, Series A" will first be used to satisfy (i.e., count towards) any
such limit. "Investment Company Event" means that the Trust has received an
Opinion of Counsel experienced in such matters to the effect that, as a result
of any amendment to, or change (including any announced proposed change) in, the
applicable laws (or any regulations thereunder) of the United States or any
political subdivision or other governmental agency or regulatory authority of or
in the United States or official or administrative pronouncement or action or
judicial decision interpreting or applying such laws or regulations, which
amendment or change is effective or which proposed change, pronouncement or
decision is announced on or after the date of original issuance of the capital
securities, there is more than an insubstantial risk that the Trust is or will
be considered an "investment company" that is required to be registered under
the Investment Company Act of 1940, as amended.

     The provisions of Section 11.7 of the Indenture shall not apply to this
Security.

     The Indenture contains provisions for satisfaction and discharge of the
entire indebtedness of this Security upon compliance by the Company with certain
conditions set forth in the Indenture.

     The Indenture permits, with certain exceptions as therein provided, the
Company and the Trustee at any time to enter into a supplemental indenture or
indentures for the purpose of modifying in any manner the rights and obligations
of the Company and of the Holders of the Securities, with the consent of the
Holders of not less than a majority in principal amount of the Outstanding
Securities of all series to be affected by such supplemental indenture. The
Indenture


                                      -2-





<PAGE>

also contains provisions permitting Holders of specified percentages in
principal amount of the Securities of all series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.

     As provided in and subject to the provisions of the Indenture, if an Event
of Default with respect to the Securities of this series at the time Outstanding
occurs and is continuing, then and in every such case the Trustee or the Holders
of not less than 25% in principal amount of the Outstanding Securities of this
series may declare the principal amount of all the Securities of this series to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), provided that, in the case of the Securities
of this series issued to the Trust, if upon an Event of Default, the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of this series fails to declare the principal of all the Securities
of this series to be immediately due and payable, the holders of at least 25% in
aggregate Liquidation Amount of the Preferred Securities then outstanding shall
have such right by a notice in writing to the Company and the Trustee; and upon
any such declaration the principal amount of and the accrued interest (including
any Additional Interest) on all the Securities of this series shall become
immediately due and payable, provided that the payment of principal and interest
(including any Additional Interest) on such Securities shall remain subordinated
to the extent provided in Article XIII of the Indenture.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Securities Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company maintained under Section 10.2 of the Indenture duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Securities Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees. No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.


                                      -3-





<PAGE>

     The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of such series of a different authorized denomination, as
requested by the Holder surrendering the same.

     The Company and, by its acceptance of this Security or a beneficial
interest herein, the Holder of and any Person that acquires a beneficial
interest in, this Security intend that this Security constitutes indebtedness
and each agrees to treat this Security as indebtedness for U.S. federal, state
and local tax purposes.

     THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES THEREOF.


                                      -4-


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>5
<FILENAME>ex4-2.txt
<DESCRIPTION>EXHIBIT 4.2
<TEXT>

<PAGE>

                                                                    Exhibit 4.2

================================================================================

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      among

               FIRST TENNESSEE NATIONAL CORPORATION, as Depositor,

                              THE BANK OF NEW YORK,
                              as Property Trustee,

                        THE BANK OF NEW YORK (DELAWARE),
                              as Delaware Trustee,

                                       and

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                           Dated as of March 29, 2004

                           FIRST TENNESSEE CAPITAL II

================================================================================




<PAGE>

                           FIRST TENNESSEE CAPITAL II

              Certain Sections of this Trust Agreement relating to
                         Sections 310 through 318 of the
                          Trust Indenture Act of 1939:

<TABLE>
<CAPTION>
  Trust Indenture                                             Trust Agreement
   Act Section                                                     Section
- -------------------                                           -----------------
<S>                                                           <C>
'SS' 310(a)(1)............................................    8.7
        (a)(2)............................................    8.7
        (a)(3)............................................    8.9
        (a)(4)............................................    2.7(a)(ii)
        (b)...............................................    8.8
'SS' 311(a)...............................................    8.13
        (b)...............................................    8.13
'SS' 312(a)...............................................    5.7
        (b)...............................................    5.7
        (c)...............................................    5.7
'SS' 313(a)...............................................    8.14(a)
        (b)...............................................    Not Applicable
        (c)...............................................    10.9
        (d)...............................................    8.14(b)
'SS' 314(a)...............................................    8.15
        (b)...............................................    Not Applicable
        (c)(1)............................................    8.16
        (c)(2)............................................    8.16
        (c)(3)............................................    Not Applicable
        (d)...............................................    Not Applicable
        (e)...............................................    1.1, 8.16
'SS' 315(a)...............................................    8.1(a), 8.3(a)
        (b)...............................................    8.2, 10.9
        (c)...............................................    8.1(a), 8.2
        (d)...............................................    8.1, 8.3
        (e)...............................................    Not Applicable
'SS' 316(a)...............................................    Not Applicable
        (b)...............................................    5.14
        (c)...............................................    6.7
'SS' 317(a)...............................................    Not Applicable
        (b)...............................................    5.9
'SS' 318(a)...............................................    10.11
</TABLE>





<PAGE>

<TABLE>
<CAPTION>
  Trust Indenture                                              Trust Agreement
   Act Section                                                     Section
- -------------------                                            -----------------
<S>                                                            <C>
</TABLE>

Note: This reconciliation and tie sheet shall not, for any purpose, be deemed to
be a part of the Trust Agreement.




<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                          <C>
                                    ARTICLE I

                                  DEFINED TERMS

SECTION 1.1.    Definitions..............................................     1

                                   ARTICLE II

                            CONTINUATION OF THE TRUST

SECTION 2.1.    Name.....................................................    10
SECTION 2.2.    Office of the Delaware Trustee; Principal Place of
                   Business..............................................    10
SECTION 2.3.    Initial Contribution of Trust Property; Organizational
                   Expenses..............................................    10
SECTION 2.4.    Issuance of the Capital Securities.......................    10
SECTION 2.5.    Issuance of the Common Securities; Subscription and
                   Purchase of Debentures................................    11
SECTION 2.6.    Declaration of Trust.....................................    11
SECTION 2.7.    Authorization to Enter into Certain Transactions.........    11
SECTION 2.8.    Assets of Trust..........................................    15
SECTION 2.9.    Title to Trust Property..................................    15

                                   ARTICLE III

                                 PAYMENT ACCOUNT

SECTION 3.1.    Payment Account..........................................    15

                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

SECTION 4.1.    Distributions............................................    16
SECTION 4.2.    Redemption...............................................    17
SECTION 4.3.    Subordination of Common Securities.......................    19
SECTION 4.4.    Payment Procedures.......................................    20
SECTION 4.5.    Tax Returns and Reports..................................    20
SECTION 4.6.    Payment of Taxes, Duties, Etc. of the Issuer Trust.......    20
SECTION 4.7.    Payments under Indenture or Pursuant to Direct Actions...    20

                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES

SECTION 5.1.    Initial Ownership........................................    21
</TABLE>


                                       -i-




<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                          <C>
SECTION 5.2.    The Trust Securities Certificates........................    21
SECTION 5.3.    Execution and Delivery of Trust Securities Certificates..    21
SECTION 5.4.    Registration of Transfer and Exchange of Capital
                   Securities Certificates...............................    22
SECTION 5.5.    Mutilated, Destroyed, Lost or Stolen Trust Securities
                   Certificates..........................................    22
SECTION 5.6.    Persons Deemed Securityholders...........................    23
SECTION 5.7.    Access to List of Securityholders' Names and Addresses...    23
SECTION 5.8.    Maintenance of Office or Agency..........................    23
SECTION 5.9.    Appointment of Paying Agent..............................    24
SECTION 5.10.   Ownership of Common Securities by Depositor..............    24
SECTION 5.11.   Book-Entry Capital Securities Certificates; Common
                   Securities Certificate................................    25
SECTION 5.12.   Notices to Clearing Agency...............................    26
SECTION 5.13.   Definitive Capital Securities Certificates...............    26
SECTION 5.14.   Rights of Securityholders................................    27
SECTION 5.15.   CUSIP Numbers............................................    29

                                   ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

SECTION 6.1.    Limitations on Voting Rights.............................    29
SECTION 6.2.    Notice of Meetings.......................................    30
SECTION 6.3.    Meetings of Capital Securityholders......................    30
SECTION 6.4.    Voting Rights............................................    31
SECTION 6.5.    Proxies, etc.............................................    31
SECTION 6.6.    Securityholder Action by Written Consent.................    31
SECTION 6.7.    Record Date for Voting and Other Purposes................    32
SECTION 6.8.    Acts of Securityholders..................................    32
SECTION 6.9.    Inspection of Records....................................    33

                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

SECTION 7.1.    Representations and Warranties of the Property Trustee
                   and the Delaware Trustee..............................    33
SECTION 7.2.    Representations and Warranties of Depositor..............    34

                                  ARTICLE VIII

                                  THE TRUSTEES

SECTION 8.1.    Certain Duties and Responsibilities......................    35
SECTION 8.2.    Certain Notices..........................................    36
SECTION 8.3.    Certain Rights of Property Trustee.......................    37
</TABLE>


                                      -ii-




<PAGE>

<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                          <C>
SECTION 8.4.    Not Responsible for Recitals or Issuance of Securities...    39
SECTION 8.5.    May Hold Securities......................................    39
SECTION 8.6.    Compensation; Indemnity; Fees............................    39
SECTION 8.7.    Corporate Property Trustee Required; Eligibility of
                   Trustees..............................................    41
SECTION 8.8.    Conflicting Interests....................................    41
SECTION 8.9.    Co-Trustees and Separate Trustee.........................    41
SECTION 8.10.   Resignation and Removal; Appointment of Successor........    43
SECTION 8.11.   Acceptance of Appointment by Successor...................    44
SECTION 8.12.   Merger, Conversion, Consolidation or Succession to
                   Business..............................................    45
SECTION 8.13.   Preferential Collection of Claims Against Depositor or
                   Trust.................................................    45
SECTION 8.14.   Reports by Property Trustee..............................    46
SECTION 8.15.   Reports to the Property Trustee..........................    46
SECTION 8.16.   Evidence of Compliance with Conditions Precedent.........    47
SECTION 8.17.   Number of Trustees.......................................    47
SECTION 8.18.   Delegation of Power......................................    47

                                   ARTICLE IX

                       TERMINATION, LIQUIDATION AND MERGER

SECTION 9.1.    Termination Upon Expiration Date.........................    48
SECTION 9.2.    Early Termination........................................    48
SECTION 9.3.    Termination..............................................    48
SECTION 9.4.    Liquidation..............................................    48
SECTION 9.5.    Mergers, Consolidations, Amalgamations or Replacements
                   of the Trust..........................................    50

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

SECTION 10.1.   Limitation of Rights of Securityholders..................    51
SECTION 10.2.   Liability of the Common Securityholder...................    51
SECTION 10.3.   Amendment................................................    51
SECTION 10.4.   Separability.............................................    53
SECTION 10.5.   Governing Law............................................    53
SECTION 10.6.   Payments Due on Non-Business Day.........................    53
SECTION 10.7.   Successors...............................................    53
SECTION 10.8.   Headings.................................................    54
SECTION 10.9.   Reports, Notices and Demands.............................    54
SECTION 10.10.  Agreement Not to Petition................................    54
SECTION 10.11.  Trust Indenture Act; Conflict with Trust Indenture Act...    55
SECTION 10.12.  Acceptance of Terms of Trust Agreement, Guarantee and
                   Indenture.............................................    55
SECTION 10.13.  Counterparts.............................................    56
</TABLE>


                                      -iii-




<PAGE>

     AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 29, 2004, among (i)
First Tennessee National Corporation, a Tennessee corporation (including any
successors or assigns, the "Depositor"), (ii) The Bank of New York, a New York
banking corporation, as property trustee (in each such capacity, the "Property
Trustee" and, in its separate corporate capacity and not in its capacity as
Property Trustee, the "Bank"), (iii) The Bank of New York (Delaware), a banking
corporation organized under the laws of the State of Delaware, as Delaware
trustee (the "Delaware Trustee"), (iv) Marlin L. Mosby, III, an individual, and
Milton A. Gutelius, Jr., an individual, each of whose address is c/o First
Tennessee National Corporation, 165 Madison Avenue, Memphis, Tennessee 38103
(each an "Administrative Trustee" and collectively the "Administrative
Trustees") (the Property Trustee, the Delaware Trustee and the Administrative
Trustees referred to collectively as the "Trustees") and (v) the several
Holders, as hereinafter defined.

                                   WITNESSETH

     WHEREAS, the Depositor, the Administrative Trustees and the Delaware
Trustee have heretofore duly declared and established a business trust pursuant
to the Delaware Business Trust Act (now the Delaware Statutory Trust Act as
defined herein) by the entering into that certain Trust Agreement, dated as of
December 6, 1996 (the "Original Trust Agreement"), and by the execution and
filing with the Secretary of State of the State of Delaware of the Certificate
of Trust, filed on December 6, 1996, attached as parts of Exhibit A (the
"Certificate of Trust"); and

     WHEREAS, the Depositor and the Trustees desire to amend and restate the
Original Trust Agreement in its entirety as set forth herein to provide for,
among other things, (i) the issuance of the Common Securities by the Trust to
the Depositor, (ii) the issuance and sale of the Capital Securities by the Trust
pursuant to the Underwriting Agreement and (iii) the acquisition by the Trust
from the Depositor of all of the right, title and interest in the Debentures;

     NOW THEREFORE, in consideration of the agreements and obligations set forth
herein and for other good and valuable consideration, the sufficiency of which
is hereby acknowledged, each party, for the benefit of the other parties and for
the benefit of the Securityholders, hereby amends and restates the Original
Trust Agreement in its entirety and agrees as follows:

                                    ARTICLE I

                                  DEFINED TERMS

     SECTION 1.1. Definitions.

     For all purposes of this Trust Agreement, except as otherwise expressly
provided or unless the context otherwise requires:




<PAGE>

     (a) the terms defined in this Article have the meanings assigned to them in
this Article and include the plural as well as the singular;

     (b) all other terms used herein that are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein;

     (c) unless the context otherwise requires, any reference to an "Article" or
a "Section" refers to an Article or a Section, as the case may be, of this Trust
Agreement; and

     (d) the words "herein", "hereof" and "hereunder" and other words of similar
import refer to this Trust Agreement as a whole and not to any particular
Article, Section or other subdivision.

     "Act" has the meaning specified in Section 6.8.

     "Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of Additional Interest (as
defined in the Indenture) paid by the Depositor on a Like Amount of Debentures
for such period.

     "Additional Sums" has the meaning specified in Section 10.6 of the
Indenture.

     "Administrative Trustee" means each of the individuals identified as an
"Administrative Trustee" in the preamble to this Trust Agreement solely in such
individual's capacity as Administrative Trustee of the Trust continued hereunder
and not in such individual's individual capacity, or such Administrative
Trustee's successor in interest in such capacity, or any successor trustee
appointed as herein provided.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

     "Bank" has the meaning specified in the preamble to this Trust Agreement.

     "Bankruptcy Event" means, with respect to any Person:

     (a) the entry of a decree or order by a court having jurisdiction in the
premises judging such Person a bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjudication or
composition of or in respect of such Person under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law, or appointing
a receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of such Person or of any substantial part of its property or ordering


                                       -2-




<PAGE>

the winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 consecutive days; or

     (b) the institution by such Person of proceedings to be adjudicated a
bankrupt or insolvent, or the consent by it to the institution of bankruptcy or
insolvency proceedings against it, or the filing by it of a petition or answer
or consent seeking reorganization or relief under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law, or the
consent by it to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or similar official) of
such Person or of any substantial part of its property, or the making by it of
an assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due and its willingness
to be adjudicated a bankrupt, or the taking of corporate action by such Person
in furtherance of any such action.

     "Bankruptcy Laws" has the meaning specified in Section 10.10.

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Depositor to have been duly adopted by the
Depositor's Board of Directors, or such committee of the Board of Directors or
officers of the Depositor to which authority to act on behalf of the Board of
Directors has been delegated, and to be in full force and effect on the date of
such certification, and delivered to the Trustees.

     "Book-Entry Capital Securities" means a beneficial interest in the Capital
Securities Certificates, ownership and transfers of which shall be made through
book entries by a Clearing Agency as described in Section 5.11.

     "Book-Entry Capital Securities Certificates" means the Capital Securities
Certificates representing Book-Entry Capital Securities.

     "Business Day" means a day other than (a) a Saturday or Sunday, (b) a day
on which banking institutions in The City of New York are authorized or required
by law or executive order to remain closed, or (c) a day on which the Property
Trustee's Corporate Trust Office or the Corporate Trust Office of the Debenture
Trustee is closed for business.

     "Capital Securities Certificate" means a certificate evidencing ownership
of Capital Securities, substantially in the form attached as Exhibit B.

     "Capital Security" means an undivided beneficial preferred interest in the
assets of the Trust, having a Liquidation Amount of $1,000 and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

     "Certificate Depository Agreement" means the agreement among the Trust, the
Depositor and The Depository Trust Company, as the initial Clearing Agency,
dated on


                                       -3-




<PAGE>

or prior to the Closing Date, relating to the Trust Securities Certificates, as
the same may be amended and supplemented from time to time.

     "Certificate of Trust" has the meaning specified in the recitals hereof, as
amended from time to time.

     "Clearing Agency" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The
Depository Trust Company will be the initial Clearing Agency.

     "Clearing Agency Participant" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing Agency effects
book-entry transfers and pledges of securities deposited with the Clearing
Agency.

     "Closing Date" means March 29, 2004.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, as amended,
or, if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

     "Common Securities Certificate" means a certificate evidencing ownership of
Common Securities, substantially in the form attached as Exhibit C.

     "Common Security" means an undivided beneficial interest in the assets of
the Trust, having a Liquidation Amount of $1,000 and having the rights provided
therefor in this Trust Agreement, including the right to receive Distributions
and a Liquidation Distribution as provided herein.

     "Corporate Trust Office" means (i) when used with respect to the Property
Trustee, the principal corporate trust office of the Property Trustee located in
New York, New York, and (ii) when used with respect to the Debenture Trustee,
the principal office of the Debenture Trustee located in New York, New York.

     "Debenture Event of Default" means an "Event of Default" as defined in the
Indenture.

     "Debenture Maturity Date" means the date specified pursuant to the terms of
the Debentures as the date on which the principal of the Debentures is due and
payable.

     "Debenture Redemption Date" means, with respect to any Debentures to be
redeemed under the Indenture, the date fixed for redemption under the Indenture.


                                       -4-




<PAGE>

     "Debenture Trustee" means The Bank of New York, a New York banking
corporation, as trustee under the Indenture, and any successor trustee appointed
as provided therein.

     "Debentures" means the $206,186,000 aggregate principal amount of the
Depositor's 6.30% Junior Subordinated Deferrable Interest Debentures, Series B,
issued pursuant to the Indenture.

     "Definitive Capital Securities Certificates" means either or both (as the
context requires) of (a) Capital Securities Certificates issued as Book-Entry
Capital Securities Certificates as provided in Section 5.11(a) and (b) Capital
Securities Certificates issued in certificated, fully registered form as
provided in Section 5.13.

     "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. 'SS' 3801 et seq., as it may be amended from time to time.

     "Delaware Trustee" means the Person identified as the "Delaware Trustee" in
the preamble to this Trust Agreement solely in its capacity as Delaware Trustee
of the Trust continued hereunder and not in its individual capacity, or its
successor in interest in such capacity, or any successor trustee appointed as
herein provided.

     "Depositor" has the meaning specified in the preamble to this Trust
Agreement.

     "Distribution Date" has the meaning specified in Section 4.1(a).

     "Distributions" means amounts payable in respect of the Trust Securities as
provided in Section 4.1.

     "Early Termination Event" has the meaning specified in Section 9.2.

     "Event of Default" means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

     (a) the occurrence of a Debenture Event of Default; or

     (b) default by the Property Trustee in the payment of any Distribution when
it becomes due and payable, and continuation of such default for a period of 30
days; or

     (c) default by the Property Trustee in the payment of any Redemption Price
of any Trust Security when it becomes due and payable; or

     (d) default in the performance, or breach, in any material respect, of any
covenant or warranty of the Trustees in this Trust Agreement (other than a
covenant or warranty a default in the performance or breach of which is dealt
with in clause (b) or (c)


                                       -5-




<PAGE>

above) and continuation of such default or breach for a period of 90 days after
there has been given, by registered or certified mail, to the defaulting Trustee
or Trustees by the Holders of at least 25% in aggregate Liquidation Amount of
the Outstanding Capital Securities, a written notice specifying such default or
breach and requiring it to be remedied and stating that such notice is a "Notice
of Default" hereunder; or

     (e) the occurrence of a Bankruptcy Event with respect to the Property
Trustee and the failure by the Depositor to appoint a successor Property Trustee
within 90 days thereof.

     "Expiration Date" has the meaning specified in Section 9.1.

     "Federal Reserve" means the Board of Governors of the Federal Reserve
System, as from time to time constituted, or if at any time after the execution
of this Trust Agreement the Federal Reserve is not existing and performing the
duties now assigned to it, then the body performing such duties at such time.

     "Guarantee" means the Guarantee Agreement executed and delivered by the
Depositor and The Bank of New York, as trustee, contemporaneously with the
execution and delivery of this Trust Agreement, for the benefit of the Holders
of the Trust Securities, as amended from time to time.

     "Indenture" means the Junior Subordinated Indenture, dated as of December
30, 1996, between the Depositor and the Debenture Trustee, as trustee, as
amended or supplemented from time to time.

     "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security interest
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever.

     "Like Amount" means (a) with respect to a redemption of Trust Securities,
Trust Securities having a Liquidation Amount equal to the principal amount of
Debentures to be contemporaneously redeemed, or which will contemporaneously
mature, the proceeds of which will be used to pay the Redemption Price of such
Trust Securities, and (b) with respect to a distribution of Debentures to
Holders of Trust Securities in connection with a dissolution or liquidation of
the Trust, Debentures having a principal amount equal to the Liquidation Amount
of the Trust Securities of the Holder to whom such Debentures are distributed.

     "Liquidation Amount" means the stated amount of $1,000 per Trust Security.

     "Liquidation Date" means the date on which Debentures are to be distributed
to Holders of Trust Securities in connection with a termination and liquidation
of the Trust pursuant to Section 9.4(a).


                                       -6-




<PAGE>

     "Liquidation Distribution" has the meaning specified in Section 9.4(d).

     "1940 Act" means the Investment Company Act of 1940, as amended.

     "Officers' Certificate" means a certificate signed by the Chairman, Chief
Executive Officer, President or any Vice President, and by the Treasurer, an
Associate Treasurer, an Assistant Treasurer, the Controller, the Secretary or an
Assistant Secretary, of the Depositor, and delivered to the appropriate Trustee.
One of the officers signing an Officers' Certificate given pursuant to Section
8.16 shall be the principal executive, financial or accounting officer of the
Depositor. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Trust Agreement shall include:

     (a) a statement that each officer signing the Officers' Certificate has
read the covenant or condition and the definitions relating thereto;

     (b) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers' Certificate;

     (c) a statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

     (d) a statement as to whether, in the opinion of each such officer, such
condition or covenant has been complied with.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for, or an employee of, the Trust, the Property Trustee or the Depositor, and
who shall be reasonably acceptable to the Property Trustee.

     "Original Trust Agreement" has the meaning specified in the recitals to
this Trust Agreement.

     "Outstanding", when used with respect to Trust Securities, means, as of the
date of determination, all Trust Securities theretofore executed and delivered
under this Trust Agreement, except:

     (a) Trust Securities theretofore cancelled by the Securities Registrar or
delivered to the Securities Registrar for cancellation;

     (b) Trust Securities for whose payment or redemption money in the necessary
amount has been theretofore deposited with the Property Trustee or any Paying
Agent for the Holders of such Trust Securities; provided that, if such Trust
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Trust Agreement; and


                                       -7-




<PAGE>

     (c) Trust Securities which have been paid or in exchange for or in lieu of
which other Trust Securities have been executed and delivered pursuant to this
Trust Agreement, including pursuant to Sections 5.4, 5.5, 5.11 and 5.13;

provided, however, that in determining whether the Holders of the requisite
Liquidation Amount of the Outstanding Capital Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Capital
Securities owned by the Depositor, any Trustee or any Affiliate of the Depositor
or any Trustee shall be disregarded and deemed not to be Outstanding, except
that (a) in determining whether any Trustee shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or waiver,
only Capital Securities that such Trustee actually knows to be so owned shall be
so disregarded and (b) the foregoing shall not apply at any time when all of the
outstanding Capital Securities are owned by the Depositor, one or more of the
Trustees and/or any such Affiliate. Capital Securities so owned which have been
pledged in good faith may be regarded as Outstanding if the pledgee establishes
to the satisfaction of the Administrative Trustees the pledgee's right so to act
with respect to such Capital Securities and that the pledgee is not the
Depositor or any Affiliate of the Depositor.

     "Owner" means each Person who is the beneficial owner of a Book-Entry
Capital Securities Certificate as reflected in the records of the Clearing
Agency or, if a Clearing Agency Participant is not the beneficial owner, then as
reflected in the records of a Person maintaining an account with such Clearing
Agency (directly or indirectly, in accordance with the rules of such Clearing
Agency).

     "Paying Agent" means any paying agent or co-paying agent appointed pursuant
to Section 5.9 and shall initially be the Bank.

     "Payment Account" means a segregated non-interest-bearing corporate trust
account maintained by the Property Trustee with the Bank in its corporate trust
department for the benefit of the Securityholders in which all amounts paid in
respect of the Debentures will be held and from which the Property Trustee,
through the Paying Agent, shall make payments to the Securityholders in
accordance with Sections 4.1 and 4.2.

     "Person" means any individual, corporation, partnership, joint venture,
trust, estate, limited liability company or corporation, unincorporated
organization or government or any agency or political subdivision thereof.

     "Property Trustee" means the Person identified as the "Property Trustee" in
the preamble to this Trust Agreement solely in its capacity as Property Trustee
of the Trust heretofore created and continued hereunder and not in its
individual capacity, or its successor in interest in such capacity, or any
successor property trustee appointed as herein provided.


                                       -8-




<PAGE>

     "Redemption Date" means, with respect to any Trust Security to be redeemed,
the date fixed for such redemption by or pursuant to this Trust Agreement;
provided that each Debenture Redemption Date and the Debenture Maturity Date
shall be a Redemption Date for a Like Amount of Trust Securities.

     "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to but excluding the Redemption Date, plus the amount of the
premium, if any, paid by the Depositor upon the concurrent redemption of
Debentures having a principal amount equal to the Liquidation Amount of such
Trust Security.

     "Relevant Trustee" shall have the meaning specified in Section 8.10.

     "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.4.

     "Securityholder" or "Holder" means a Person in whose name a Trust Security
or Trust Securities are registered in the Securities Register; any such Person
shall be a beneficial owner within the meaning of the Delaware Statutory Trust
Act; provided, however, that in determining whether the Holders of the requisite
amount of Capital Securities have voted on any matter provided for in this Trust
Agreement, then for the purpose of any such determination, so long as Definitive
Capital Securities Certificates have not been issued, the term Securityholders
or Holders as used herein shall refer to the Owners.

     "Trust" means the Delaware statutory trust created and continued hereby and
identified on the cover page to this Trust Agreement.

     "Trust Agreement" means this Amended and Restated Trust Agreement, as the
same may be modified, amended or supplemented in accordance with the applicable
provisions hereof, including (i) all exhibits hereto and (ii) for all purposes
of this Trust Agreement and any such modification, amendment or supplement, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this Trust Agreement and any such modification, amendment or supplement,
respectively.

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

     "Trust Property" means (a) the Debentures, (b) any cash on deposit in, or
owing to, the Payment Account and (c) all proceeds and rights in respect of the
foregoing.

     "Trust Securities Certificate" means any one of the Common Securities
Certificates or the Capital Securities Certificates.


                                       -9-




<PAGE>

     "Trust Security" means any one of the Common Securities or the Capital
Securities.

     "Trustees" means, collectively, the Property Trustee, the Delaware Trustee
and the Administrative Trustees.

     "Underwriting Agreement" means the Underwriting Agreement, dated March 24,
2004, among the Trust, the Depositor and FTN Financial Securities Corp.

                                   ARTICLE II

                            CONTINUATION OF THE TRUST

     SECTION 2.1. Name.

     The Trust continued hereby shall be known as "First Tennessee Capital II,"
as such name may be modified from time to time by the Administrative Trustees
following written notice to the Holders of Trust Securities and the other
Trustees, in which name the Trustees engage in the transactions contemplated
hereby, make and execute contracts and other instruments on behalf of the Trust
and sue and be sued.

     SECTION 2.2. Office of the Delaware Trustee; Principal Place of Business.

     The address of the Delaware Trustee in the State of Delaware is c/o The
Bank of New York (Delaware), White Clay Center, Route 273, Newark, Delaware
19711, Attention: Corporate Trust Department, or such other address in the State
of Delaware as the Delaware Trustee may designate by written notice to the
Securityholders and the Depositor. The principal executive office of the Trust
is c/o First Tennessee National Corporation, 165 Madison Avenue, Memphis,
Tennessee 38103.

     SECTION 2.3. Initial Contribution of Trust Property; Organizational
Expenses.

     The Property Trustee acknowledges receipt in trust from the Depositor in
connection with the Original Trust Agreement of the sum of $10, which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Trust as they arise or shall, upon request of any Trustee,
promptly reimburse such Trustee for any such expenses paid by such Trustee. The
Depositor shall make no claim upon the Trust Property for the payment of such
expenses.

     SECTION 2.4. Issuance of the Capital Securities.

     As of March 24, 2004, the Depositor, on behalf of the Trust and pursuant to
the Original Trust Agreement, executed and delivered the Underwriting Agreement.
On the Closing Date, an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 5.2 and deliver to the Underwriters named in
the Underwriting Agreement Capital Securities Certificates, registered in the
name of the nominee of the


                                      -10-




<PAGE>

initial Clearing Agency, in an aggregate amount of 200,000 Capital Securities
having an aggregate Liquidation Amount of $200,000,000, against receipt of an
aggregate purchase price plus accrued distributions from March 29, 2004 on such
Capital Securities of $200,000,000, which amount such Administrative Trustee
shall promptly deliver to the Property Trustee.

     SECTION 2.5. Issuance of the Common Securities; Subscription and Purchase
of Debentures.

     On the Closing Date, an Administrative Trustee, on behalf of the Trust,
shall execute in accordance with Section 5.2 and deliver to the Depositor Common
Securities Certificates, registered in the name of the Depositor, in an
aggregate amount of 6,186 Common Securities having an aggregate Liquidation
Amount of $6,186,000 against payment by the Depositor of an aggregate purchase
price therefor of $6,186,000 which amount such Administrative Trustee shall
promptly deliver to the Property Trustee. Contemporaneously therewith, an
Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase
from the Depositor Debentures, registered in the name of the Trust and having an
aggregate principal amount equal to $206,186,000 and, in satisfaction of the
purchase price plus accrued interest from March 29, 2004 for such Debentures,
the Property Trustee, on behalf of the Trust, shall deliver to the Depositor the
sum of $206,186,000 (being the sum of the amounts delivered to the Property
Trustee pursuant to (i) the second sentence of Section 2.4 and (ii) the first
sentence of this Section 2.5).

     SECTION 2.6. Declaration of Trust.

     The exclusive purposes and functions of the Trust are (a) to issue and sell
Trust Securities, (b) to use the proceeds from such sale to acquire the
Debentures and (c) to engage in those activities necessary or incidental
thereto. The Depositor hereby appoints the Trustees as trustees of the Trust, to
have all the rights, powers and duties to the extent set forth herein, and the
Trustees hereby accept such appointment. The Property Trustee hereby declares
that it will hold the Trust Property in trust upon and subject to the conditions
set forth herein for the benefit of the Trust and the Securityholders. The
Administrative Trustees shall have all rights, powers and duties set forth
herein and in accordance with applicable law with respect to accomplishing the
purposes of the Trust. The Delaware Trustee shall not be entitled to exercise
any powers, nor shall the Delaware Trustee have any of the duties and
responsibilities, of the Property Trustee or the Administrative Trustees set
forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for
the sole and limited purpose of fulfilling the requirements of Section 3807 of
the Delaware Statutory Trust Act and taking such actions as are required to be
taken by the Delaware Trustee under the Delaware Statutory Trust Act.

     SECTION 2.7. Authorization to Enter into Certain Transactions.

     (a) The Trustees shall conduct the affairs of the Trust in accordance with
the terms of this Trust Agreement. Subject to the limitations set forth in
paragraph (b) of this


                                      -11-




<PAGE>

Section and Article VIII and in accordance with the following provisions (i) and
(ii), the Trustees shall have the authority to enter into all transactions and
agreements determined by the Trustees to be appropriate in exercising the
authority, express or implied, otherwise granted to the Trustees under this
Trust Agreement, and to perform all acts in furtherance thereof, including
without limitation, the following:

               (i) As among the Trustees, each Administrative Trustee shall have
     the power and authority to act on behalf of the Trust with respect to the
     following matters:

               (A) the issuance and sale of the Trust Securities;

               (B) to cause the Trust to enter into, and to execute, deliver and
          perform on behalf of the Trust, the Certificate Depository Agreement
          and such other agreements as may be necessary or desirable in
          connection with the purposes and function of the Trust;

               (C) assisting in the registration of the Capital Securities under
          the Securities Act of 1933, as amended, and under state securities or
          blue sky laws, and the qualification of this Trust Agreement as a
          trust indenture under the Trust Indenture Act;

               (D) assisting in the listing, if any, of the Capital Securities
          upon such national securities exchange or exchanges or automated
          quotation system or systems as shall be determined by the Depositor
          and the registration of the Capital Securities under the Securities
          Exchange Act of 1934, as amended, and the preparation and filing of
          all periodic and other reports and other documents pursuant to the
          foregoing;

               (E) the sending of notices (other than notices of default) and
          other information regarding the Trust Securities and the Debentures to
          the Securityholders in accordance with this Trust Agreement;

               (F) the appointment of a Paying Agent and Securities Registrar in
          accordance with this Trust Agreement;

               (G) registering transfers of the Trust Securities in accordance
          with this Trust Agreement;

               (H) to the extent provided in this Trust Agreement, the winding
          up of the affairs of and liquidation of the Trust and the execution
          and filing of the certificate of cancellation with the Secretary of
          State of the State of Delaware;

               (I) unless otherwise determined by the Depositor, the Property
          Trustee or the Administrative Trustees, or as otherwise required by
          the


                                      -12-




<PAGE>

          Delaware Statutory Trust Act or the Trust Indenture Act, to execute on
          behalf of the Trust (either acting alone or together with any or all
          of the Administrative Trustees) any documents that the Administrative
          Trustees have the power to execute pursuant to this Trust Agreement;
          and

               (J) the taking of any action incidental to the foregoing as the
          Trustees may from time to time determine is necessary or advisable to
          give effect to the terms of this Trust Agreement for the benefit of
          the Securityholders (without consideration of the effect of any such
          action on any particular Securityholder).

               (ii) As among the Trustees, the Property Trustee shall have the
     power, duty and authority to act on behalf of the Trust with respect to the
     following matters:

               (A)  the establishment of the Payment Account;

               (B) the receipt of the Debentures;

               (C) the collection of interest, principal and any other payments
          made in respect of the Debentures in the Payment Account;

               (D) the distribution through the Paying Agent of amounts owed to
          the Securityholders in respect of the Trust Securities;

               (E) the exercise of all of the rights, powers and privileges of a
          holder of the Debentures;

               (F) the sending of notices of default and other information
          regarding the Trust Securities and the Debentures to the
          Securityholders in accordance with this Trust Agreement;

               (G) the distribution of the Trust Property in accordance with the
          terms of this Trust Agreement;

               (H) to the extent provided in this Trust Agreement, the winding
          up of the affairs of and liquidation of the Trust and the execution
          and filing of the certificate of cancellation with the Secretary of
          State of the State of Delaware; and

               (I) except as otherwise provided in this Section 2.7(a)(ii), the
          Property Trustee shall have none of the duties, liabilities, powers or
          the authority of the Administrative Trustees set forth in Section
          2.7(a)(i).

     (b) So long as this Trust Agreement remains in effect, the Trust (or the
Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction


                                      -13-




<PAGE>

except as expressly provided herein or contemplated hereby. In particular, the
Trustees shall not (i) acquire any investments or engage in any activities not
authorized by this Trust Agreement, (ii) sell, assign, transfer, exchange,
mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or
interests therein, including to Securityholders, except as expressly provided
herein, (iii) take any action that would cause the Trust to be taxable as a
corporation or fail or cease to qualify as a "grantor trust" for United States
federal income tax purposes, (iv) incur any indebtedness for borrowed money or
issue any other debt, (v) take or consent to any action that would result in the
placement of a Lien on any of the Trust Property, (vi) invest any proceeds
received by the Trust from holding the Debentures, but shall distribute all such
proceeds to Holders of Trust Securities pursuant to the terms of this Trust
Agreement and of the Trust Securities; (vii) acquire any assets other than the
Trust Property, (viii) possess any power or otherwise act in such a way as to
vary the Trust Property, (ix) possess any power or otherwise act in such a way
as to vary the terms of the Trust Securities in any way whatsoever (except to
the extent expressly authorized in this Trust Agreement or by the terms of the
Trust Securities) or (x) issue any securities or other evidences of beneficial
ownership of, or beneficial interest in, the Trust other than the Trust
Securities. The Administrative Trustees shall defend all claims and demands of
all Persons at any time claiming any Lien on any of the Trust Property adverse
to the interest of the Trust or the Securityholders in their capacity as
Securityholders.

     (c) In connection with the issue and sale of the Capital Securities, the
Depositor shall have the right and responsibility to assist the Trust with
respect to, or effect on behalf of the Trust, the following (and any actions
taken by the Depositor in furtherance of the following prior to the date of this
Trust Agreement are hereby ratified and confirmed in all respects):

               (i) the preparation and filing by the Trust with the Commission
     and the execution on behalf of the Trust of a registration statement on the
     appropriate form in relation to the Capital Securities, including any
     amendments thereto;

               (ii) the determination of the states in which to take appropriate
     action to qualify or register for sale all or part of the Capital
     Securities and the determination of any and all such acts, other than
     actions which must be taken by or on behalf of the Trust, and the advice to
     the Trustees of actions they must take on behalf of the Trust, and the
     preparation for execution and filing, and the execution on behalf of the
     Trust of any documents to be executed and filed by the Trust or on behalf
     of the Trust, as the Depositor deems necessary or advisable in order to
     comply with the applicable laws of any such states;

               (iii) the preparation for filing by the Trust and execution on
     behalf of the Trust of an application to the New York Stock Exchange or any
     other national stock exchange or the Nasdaq National Market or any other
     automated quotation system for listing upon notice of issuance of any
     Capital Securities and


                                      -14-




<PAGE>

     filing with such exchange or self-regulatory organization such
     notifications and documents as may be necessary from time to time to
     maintain such listing;

               (iv) the negotiation of the terms of, and the execution and
     delivery of, the Underwriting Agreement providing for the sale of the
     Capital Securities; and

               (v) the taking of any other actions necessary or desirable to
     carry out any of the foregoing activities.

     (d) Notwithstanding anything herein to the contrary, the Administrative
Trustees are authorized and directed to conduct the affairs of the Trust and to
operate the Trust so that the Trust will not be deemed to be an "investment
company" required to be registered under the 1940 Act, or be taxable as a
corporation or fail to be classified as a grantor trust for United States
federal income tax purposes and so that the Debentures will be treated as
indebtedness of the Depositor for United States federal income tax purposes. In
this connection, the Depositor and the Administrative Trustees are authorized to
take any action, not inconsistent with applicable law, the Certificate of Trust
or this Trust Agreement, that each of the Depositor and any Administrative
Trustee determines in its discretion to be necessary or desirable for such
purposes, as long as such action does not adversely affect in any material
respect the interests of the Holders of the Capital Securities.

     SECTION 2.8. Assets of Trust.

     The assets of the Trust shall consist solely of the Trust Property.

     SECTION 2.9. Title to Trust Property.

     Legal title to all Trust Property shall be vested at all times in the
Property Trustee (in its capacity as such) and shall be held and administered by
the Property Trustee for the benefit of the Trust and the Securityholders in
accordance with this Trust Agreement.

                                   ARTICLE III

                                 PAYMENT ACCOUNT

     SECTION 3.1. Payment Account.

     (a) On or prior to the Closing Date, the Property Trustee shall establish
the Payment Account. The Property Trustee and any agent of the Property Trustee
shall have exclusive control and sole right of withdrawal with respect to the
Payment Account for the purpose of making deposits in and withdrawals from the
Payment Account in accordance with this Trust Agreement. All monies and other
property deposited or held from time to time in the Payment Account shall be
held by the Property Trustee in the


                                      -15-




<PAGE>

Payment Account for the exclusive benefit of the Securityholders and for
distribution as herein provided, including (and subject to) any priority of
payments provided for herein.

     (b) The Property Trustee shall deposit in the Payment Account, promptly
upon receipt, all payments of principal of or interest or premium on, and any
other payments or proceeds with respect to, the Debentures. Amounts held in the
Payment Account shall not be invested by the Property Trustee.

                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

     SECTION 4.1. Distributions.

     (a) The Trust Securities represent undivided beneficial ownership interests
in the Trust Property, and Distributions (including of Additional Amounts) will
be made on the Trust Securities at the rate and on the dates that payments of
interest (including of Additional Interest, as defined in the Indenture) are
made on the Debentures. Accordingly:

               (i) Distributions on the Trust Securities shall be cumulative,
     and will accumulate whether or not there are funds of the Trust available
     for the payment of Distributions. Distributions shall accrue from March 29,
     2004, and, except in the event (and to the extent) that the Depositor
     exercises its right to defer the payment of interest on the Debentures
     pursuant to the Indenture, shall be payable semi-annually in arrears on
     April 15 and October 15, commencing on October 15, 2004. If any date on
     which a Distribution is otherwise payable on the Trust Securities is not a
     Business Day, then the payment of such Distribution shall be made on the
     next succeeding day that is a Business Day (and without any interest or
     other payment in respect of any such delay) except that, if such Business
     Day is in the next succeeding calendar year, payment of such Distribution
     shall be made on the immediately preceding Business Day, in each case with
     the same force and effect as if made on such date (each date on which
     Distributions are payable in accordance with this Section 4.1(a), a
     "Distribution Date").

               (ii) Assuming payments of interest on the Debentures are made
     when due (and before giving effect to Additional Amounts, if applicable),
     Distributions on the Trust Securities shall be payable at a rate of 6.30%
     per annum of the Liquidation Amount of the Trust Securities. The amount of
     Distributions payable for any Distribution period shall be computed on the
     basis of a 360-day year of twelve 30-day months. The amount of
     Distributions for any partial Distribution period shall be computed on the
     basis of the number of days elapsed in a 360-day year of twelve 30-day
     months. The amount of Distributions payable for any period shall include
     the Additional Amounts, if any.


                                      -16-




<PAGE>

               (iii) Distributions on the Trust Securities shall be made by the
     Property Trustee from the Payment Account and shall be payable on each
     Distribution Date only to the extent that the Trust has funds then on hand
     and available in the Payment Account for the payment of such Distributions.

     (b) Distributions on the Trust Securities with respect to a Distribution
Date shall be payable to the Holders thereof as they appear on the Securities
Register for the Trust Securities on the relevant record date, which shall be
one Business Day prior to such Distribution Date; provided, however, that in the
event that the Capital Securities do not remain in book-entry-only form, the
relevant record date shall be 15 days prior to the relevant Distribution Date
(whether or not such record date is a Business Day).

     SECTION 4.2. Redemption.

     (a) On each Debenture Redemption Date and the Debenture Maturity Date, the
Trust shall redeem a Like Amount of Trust Securities at the Redemption Price.

     (b) Notice of redemption shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date to each Holder of Trust Securities to be redeemed,
at such Holder's address appearing in the Security Register. All notices of
redemption shall state:

               (i) the Redemption Date;

               (ii) the Redemption Price;

               (iii) the CUSIP number;

               (iv) if less than all the Outstanding Trust Securities are to be
     redeemed, the identification and the total Liquidation Amount of the
     particular Trust Securities to be redeemed;

               (v) that on the Redemption Date the Redemption Price will become
     due and payable upon each such Trust Security to be redeemed and that
     Distributions thereon will cease to accrue on and after said date; and

               (vi) if the Capital Securities are no longer in book-entry-only
     form, the place and address where the Holders shall surrender their Capital
     Securities Certificates.

     (c) The Trust Securities redeemed on each Redemption Date shall be redeemed
at the Redemption Price with the proceeds from the contemporaneous redemption or
payment at stated maturity of Debentures. Redemptions of the Trust Securities
shall be made and the Redemption Price shall be payable on each Redemption Date
only to the extent that the Trust has funds then on hand and available in the
Payment Account for the payment of such Redemption Price.


                                      -17-




<PAGE>

     (d) If the Property Trustee gives a notice of redemption in respect of any
Capital Securities, then, by 12:00 noon, New York City time, on the Redemption
Date, subject to Section 4.2(c), the Property Trustee will, so long as the
Capital Securities are in book-entry-only form, irrevocably deposit with the
Clearing Agency for the Capital Securities funds sufficient to pay the
applicable Redemption Price and will give such Clearing Agency irrevocable
instructions and authority to pay the Redemption Price to the Holders thereof.
If the Capital Securities are no longer in book-entry-only form, the Property
Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying
Agent funds sufficient to pay the applicable Redemption Price and will give the
Paying Agent irrevocable instructions and authority to pay the Redemption Price
to the Holders thereof upon surrender of their Capital Securities Certificates.
Notwithstanding the foregoing, Distributions payable on or prior to the
Redemption Date for any Trust Securities called for redemption shall be payable
to the Holders of such Trust Securities as they appear on the Securities
Register for the Trust Securities on the relevant record dates for the related
Distribution Dates. If notice of redemption shall have been given and funds
deposited as required, then upon the date of such deposit, all rights of
Securityholders holding Trust Securities so called for redemption will cease,
except the right of such Securityholders to receive the Redemption Price and any
Distribution payable on or prior to the Redemption Date, but without interest
thereon, and such Trust Securities will cease to be outstanding. In the event
that any date on which any Redemption Price is payable is not a Business Day,
then payment of the Redemption Price payable on such date will be made on the
next succeeding day that is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day falls
in the next calendar year, such payment will be made on the immediately
preceding Business Day, in each case, with the same force and effect as if made
on such date. In the event that payment of the Redemption Price in respect of
any Trust Securities called for redemption is improperly withheld or refused and
not paid either by the Trust or by the Depositor pursuant to the Guarantee,
Distributions on such Trust Securities will continue to accrue, at the then
applicable rate, from the Redemption Date originally established by the Trust
for such Trust Securities to the date such Redemption Price is actually paid, in
which case the actual payment date will be the date fixed for redemption for
purposes of calculating the Redemption Price.

     (e) Payment of the Redemption Price on the Trust Securities shall be made
to the recordholders thereof as they appear on the Securities Register for the
Trust Securities on the relevant record date, which shall be one Business Day
prior to the relevant Redemption Date; provided, however, that in the event that
the Capital Securities do not remain in book-entry-only form, the relevant
record date shall be the date fifteen days prior to the relevant Redemption
Date.

     (f) Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Capital Securities. The particular Capital Securities to be redeemed shall
be selected on a pro rata basis (based


                                      -18-




<PAGE>

upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by
the Property Trustee from the Outstanding Capital Securities not previously
called for redemption, by such method as the Property Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of
portions (equal to $1,000 or an integral multiple of $1,000 in excess thereof)
of the Liquidation Amount of Capital Securities of a denomination larger than
$1,000. The Property Trustee shall promptly notify the Security Registrar in
writing of the Capital Securities selected for redemption and, in the case of
any Capital Securities selected for partial redemption, the Liquidation Amount
thereof to be redeemed. For all purposes of this Trust Agreement, unless the
context otherwise requires, all provisions relating to the redemption of Capital
Securities shall relate, in the case of any Capital Securities redeemed or to be
redeemed only in part, to the portion of the Liquidation Amount of Capital
Securities that has been or is to be redeemed.

     SECTION 4.3. Subordination of Common Securities.

     (a) Payment of Distributions (including Additional Amounts, if applicable)
on, and the Redemption Price of, the Trust Securities, as applicable, shall be
made, subject to Section 4.2(f), pro rata among the Common Securities and the
Capital Securities based on the Liquidation Amount of the Trust Securities;
provided, however, that if on any Distribution Date or Redemption Date any Event
of Default resulting from a Debenture Event of Default shall have occurred and
be continuing, no payment of any Distribution (including Additional Amounts, if
applicable) on, or Redemption Price of, any Common Security, and no other
payment on account of the redemption, liquidation or other acquisition of Common
Securities, shall be made unless payment in full in cash of all accumulated and
unpaid Distributions (including Additional Amounts, if applicable) on all
Outstanding Capital Securities for all Distribution periods terminating on or
prior thereto, or in the case of payment of the Redemption Price the full amount
of such Redemption Price on all Outstanding Capital Securities then called for
redemption, shall have been made or provided for, and all funds immediately
available to the Property Trustee shall first be applied to the payment in full
in cash of all Distributions (including Additional Amounts, if applicable) on,
or the Redemption Price of, Capital Securities then due and payable.

     (b) In the case of the occurrence of any Event of Default resulting from
any Debenture Event of Default, the Holder of Common Securities will be deemed
to have waived any right to act with respect to any such Event of Default under
this Trust Agreement until the effect of all such Events of Default with respect
to the Capital Securities have been cured, waived or otherwise eliminated. Until
any such Event of Default under this Trust Agreement with respect to the Capital
Securities has been so cured, waived or otherwise eliminated, the Property
Trustee shall act solely on behalf of the Holders of the Capital Securities and
not the Holder of the Common Securities, and only the Holders of the Capital
Securities will have the right to direct the Property Trustee to act on their
behalf.


                                      -19-




<PAGE>

     SECTION 4.4. Payment Procedures.

     Payments of Distributions (including Additional Amounts, if applicable) in
respect of the Capital Securities shall be made by wire transfer, direct deposit
or check mailed to the address of the Person entitled thereto as such address
shall appear on the Securities Register or, if the Capital Securities are held
by a Clearing Agency, such Distributions shall be made to the Clearing Agency in
immediately available funds, which shall credit the relevant Persons' accounts
at such Clearing Agency on the applicable Distribution Dates. Payments in
respect of the Common Securities shall be made in such manner as shall be
mutually agreed in writing between the Property Trustee and the Common
Securityholder.

     SECTION 4.5. Tax Returns and Reports.

     The Administrative Trustees shall prepare (or cause to be prepared), at the
Depositor's expense, and file all United States federal, state and local tax and
information returns and reports required to be filed by or in respect of the
Trust. In this regard, the Administrative Trustees shall (a) prepare and file
(or cause to be prepared and filed) the appropriate Internal Revenue Service
forms and returns required to be filed in respect of the Trust in each taxable
year of the Trust and (b) prepare and furnish (or cause to be prepared and
furnished) to each Securityholder the appropriate Internal Revenue Service forms
and returns, if any, and the information required to be provided by the Trust on
such forms and returns. The Administrative Trustees shall provide the Depositor
and the Property Trustee with a copy of all such returns and reports promptly
after such filing or furnishing. The Trustees shall comply with United States
federal withholding and backup withholding tax laws and information reporting
requirements with respect to any payments to Securityholders under the Trust
Securities.

     SECTION 4.6. Payment of Taxes, Duties, Etc. of the Issuer Trust.

     Upon receipt under the Debentures of Additional Sums, the Property Trustee
shall promptly pay any taxes, duties or governmental charges of whatsoever
nature (other than withholding taxes) imposed on the Trust by the United States
or any other taxing authority.

     SECTION 4.7. Payments under Indenture or Pursuant to Direct Actions.

     Any amount payable hereunder to any Holder of Capital Securities shall be
reduced by the amount of any corresponding payment such Holder (or an Owner with
respect to the Holder's Capital Securities) has directly received pursuant to
Section 5.8 of the Indenture or Section 5.14 of this Trust Agreement.


                                      -20-




<PAGE>

                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES

     SECTION 5.1. Initial Ownership.

     Upon the creation of the Trust and the contribution by the Depositor
pursuant to Section 2.3 and until the issuance of the Trust Securities, and at
any time during which no Trust Securities are outstanding, the Depositor shall
be the sole beneficial owner of the Trust.

     SECTION 5.2. The Trust Securities Certificates.

     The Capital Securities Certificates shall be issued in minimum
denominations of $1,000 Liquidation Amount and integral multiples of $1,000 in
excess thereof, and the Common Securities Certificates shall be issued in
denominations of $1,000 Liquidation Amount and integral multiples thereof. The
Trust Securities Certificates shall be executed on behalf of the Trust by manual
or facsimile signature of at least one Administrative Trustee and, if executed
on behalf of the Trust by facsimile, countersigned by a transfer agent or its
agent. The Capital Securities Certificates shall be authenticated by the
Property Trustee by manual or facsimile signature of an authorized signatory
thereof and, if executed by such authorized signatory of the Property Trustee by
facsimile, countersigned by a transfer agent or its agent. Trust Securities
Certificates bearing the manual signatures of individuals who were, at the time
when such signatures shall have been affixed, authorized to sign on behalf of
the Trust or the Property Trustee or, if executed on behalf of the Trust or the
Property Trustee by facsimile, countersigned by a transfer agent or its agent,
shall be validly issued and entitled to the benefits of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such Trust Securities Certificates or did
not hold such offices at the date of delivery of such Trust Securities
Certificates. A transferee of a Trust Securities Certificate shall become a
Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 5.4, 5.11
and 5.13.

     SECTION 5.3. Execution and Delivery of Trust Securities Certificates.

     On the Closing Date, the Administrative Trustees shall cause Trust
Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 2.4 and 2.5, to be executed on behalf of the Trust and delivered to or
upon the written order of the Depositor, signed by its chairman of the board,
its chief executive officer, its president, any executive vice president, any
senior vice president or any vice president, treasurer or assistant treasurer or
controller without further corporate action by the Depositor, in authorized
denominations.


                                      -21-




<PAGE>

     SECTION 5.4. Registration of Transfer and Exchange of Capital Securities
Certificates.

     The Depositor shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 5.8, a register or registers for the purpose of
registering Trust Securities Certificates and transfers and exchanges of Capital
Securities Certificates (the "Securities Register") in which the transfer agent
and registrar designated by the Depositor (the "Securities Registrar"), subject
to such reasonable regulations as it may prescribe, shall provide for the
registration of Capital Securities Certificates and Common Securities
Certificates (subject to Section 5.10 in the case of the Common Securities
Certificates) and registration of transfers and exchanges of Capital Securities
Certificates as herein provided. The Bank shall be the initial Securities
Registrar.

     Upon surrender for registration of transfer of any Capital Securities
Certificate at the office or agency maintained pursuant to Section 5.8, the
Administrative Trustees or any one of them shall execute on behalf of the Trust
(and if executed on behalf of the Trust by a facsimile signature, such
certificate shall be countersigned by a transfer agent or its agent) and
deliver, in the name of the designated transferee or transferees, one or more
new Capital Securities Certificates in authorized denominations of a like
aggregate Liquidation Amount dated the date of execution by such Administrative
Trustee or Trustees. The Securities Registrar shall not be required to register
the transfer of any Capital Securities that have been called for redemption
during a period beginning at the opening of business 15 days before the day of
selection for such redemption.

     At the option of a Holder, Capital Securities Certificates may be exchanged
for other Capital Securities Certificates in authorized denominations of the
same class and of a like aggregate Liquidation Amount upon surrender of the
Capital Securities Certificates to be exchanged at the office or agency
maintained pursuant to Section 5.8.

     Every Capital Securities Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to an Administrative Trustee and the
Securities Registrar duly executed by the Holder or his attorney duly authorized
in writing. Each Capital Securities Certificate surrendered for registration of
transfer or exchange shall be cancelled and subsequently disposed of by an
Administrative Trustee or the Securities Registrar in accordance with such
Person's customary practice.

     No service charge shall be made for any registration of transfer or
exchange of Capital Securities Certificates, but the Securities Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Capital Securities
Certificates.

     SECTION 5.5. Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates.

     If (a) any mutilated Trust Securities Certificate shall be surrendered to
the Securities Registrar, or if the Securities Registrar shall receive evidence
to its satisfaction


                                      -22-




<PAGE>

of the destruction, loss or theft of any Trust Securities Certificate and (b)
there shall be delivered to the Securities Registrar and the Administrative
Trustees such security or indemnity as may be required by them to save each of
them harmless, then in the absence of notice that such Trust Securities
Certificate shall have been acquired by a bona fide purchaser, the
Administrative Trustees, or any one of them, on behalf of the Trust shall
execute by manual or facsimile signature and, if executed on behalf of the Trust
by facsimile signature, such certificate shall be countersigned by a transfer
agent, and make available for delivery, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust
Securities Certificate of like class, tenor and denomination. In connection with
the issuance of any new Trust Securities Certificate under this Section, the
Administrative Trustees or the Securities Registrar may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith. Any duplicate Trust Securities Certificate issued
pursuant to this Section shall constitute conclusive evidence of an undivided
beneficial interest in the Trust Property, as if originally issued, whether or
not the lost, stolen or destroyed Trust Securities Certificate shall be found at
any time.

     SECTION 5.6. Persons Deemed Securityholders.

     The Trustees or the Securities Registrar shall treat the Person in whose
name any Trust Securities Certificate shall be registered in the Securities
Register as the owner of such Trust Securities Certificate for the purpose of
receiving Distributions and for all other purposes whatsoever, and neither the
Trustees nor the Securities Registrar shall be bound by any notice to the
contrary.

     SECTION 5.7. Access to List of Securityholders' Names and Addresses.

     Each Holder and each Owner shall be deemed to have agreed not to hold the
Depositor, the Property Trustee or the Administrative Trustees accountable by
reason of the disclosure of its name and address, regardless of the source from
which such information was derived.

     SECTION 5.8. Maintenance of Office or Agency.

     The Administrative Trustees shall maintain an office or offices or agency
or agencies where Capital Securities Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Trustees in respect of the Trust Securities Certificates may be served. The
Administrative Trustees initially designate The Bank of New York, 101 Barclay
Street, Floor 8 West, New York, New York 10286, Attn: Corporate Trust
Administration, as its principal corporate trust office for such purposes. The
Administrative Trustees shall give prompt written notice to the Depositor, the
Property Trustee and to the Securityholders of any change in the location of the
Securities Register or any such office or agency.


                                      -23-




<PAGE>

     SECTION 5.9. Appointment of Paying Agent.

     The Paying Agent shall make Distributions to Securityholders from the
Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative Trustees. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the purpose
of making the Distributions referred to above. The Administrative Trustees may
revoke such power and remove the Paying Agent if such Trustees determine in
their sole discretion that the Paying Agent shall have failed to perform its
obligations under this Trust Agreement in any material respect. The Paying Agent
shall initially be the Bank, and any co-paying agent chosen by the Bank, and
acceptable to the Administrative Trustees and the Depositor. Any Person acting
as Paying Agent shall be permitted to resign as Paying Agent upon 30 days'
written notice to the Administrative Trustees, the Property Trustee and the
Depositor. In the event that the Bank shall no longer be the Paying Agent or a
successor Paying Agent shall resign or its authority to act be revoked, the
Administrative Trustees shall appoint a successor that is acceptable to the
Property Trustee and the Depositor to act as Paying Agent (which shall be a bank
or trust company). The Administrative Trustees shall cause such successor Paying
Agent or any additional Paying Agent appointed by the Administrative Trustees to
execute and deliver to the Trustees an instrument in which such successor Paying
Agent or additional Paying Agent shall agree with the Trustees that as Paying
Agent, such successor Paying Agent or additional Paying Agent will hold all
sums, if any, held by it for payment to the Securityholders in trust for the
benefit of the Securityholders entitled thereto until such sums shall be paid to
such Securityholders. The Paying Agent shall return all unclaimed funds to the
Property Trustee and upon resignation or removal of a Paying Agent such Paying
Agent shall also return all funds in its possession to the Property Trustee. The
provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank also in
its role as Paying Agent, for so long as the Bank shall act as Paying Agent and,
to the extent applicable, to any other paying agent appointed hereunder, and any
Paying Agent shall be bound by the requirements with respect to paying agents of
securities issued pursuant to the Trust Indenture Act. Any reference in this
Agreement to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.

     SECTION 5.10. Ownership of Common Securities by Depositor.

     On the Closing Date, the Depositor shall acquire and retain beneficial and
record ownership of the Common Securities. To the fullest extent permitted by
law, other than a transfer in connection with a consolidation or merger of the
Depositor into another Person, any conveyance, transfer or lease by the
Depositor of its properties and assets substantially as an entirety to any
Person, pursuant to Section 8.1 of the Indenture, or a transfer to a wholly
owned subsidiary of the Depositor, any attempted transfer of the Common
Securities shall be void. The Administrative Trustees shall cause each Common
Securities Certificate issued to the Depositor to contain a legend stating "THIS
CERTIFICATE IS NOT TRANSFERABLE TO A PERSON WHO IS NOT A WHOLLY OWNED SUBSIDIARY
OF HOLDER".


                                      -24-




<PAGE>

     SECTION 5.11. Book-Entry Capital Securities Certificates; Common Securities
Certificate.

     (a) The Capital Securities Certificates, upon original issuance, will be
issued in the form of a printed or typewritten Capital Securities Certificate or
Certificates representing Book-Entry Capital Securities, to be delivered to The
Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the
Trust. Such Capital Securities Certificate or Certificates shall initially be
registered on the Securities Register in the name of Cede & Co., the nominee of
the initial Clearing Agency, and no Owner will receive a Definitive Capital
Securities Certificate representing such Owner's interest in such Capital
Securities, except as provided in Section 5.13. Unless and until Definitive
Capital Securities Certificates have been issued to Owners pursuant to Section
5.13:

               (i) the provisions of this Section 5.11(a) shall be in full force
     and effect;

               (ii) the Securities Registrar and the Trustees shall be entitled
     to deal with the Clearing Agency for all purposes of this Trust Agreement
     relating to the Book-Entry Capital Securities (including the payment of the
     Liquidation Amount of and Distributions on the Capital Securities evidenced
     by Book-Entry Capital Securities Certificates and the giving of
     instructions or directions to Owners of Capital Securities evidenced by
     Book-Entry Capital Securities Certificates) as the sole Holder of Capital
     Securities evidenced by Book-Entry Capital Securities Certificates and
     shall have no obligations to the Owners thereof;

               (iii) to the extent that the provisions of this Section 5.11
     conflict with any other provisions of this Trust Agreement, the provisions
     of this Section 5.11 shall control; and

               (iv) the rights of the Owners of the Book-Entry Capital
     Securities Certificates shall be exercised only through the Clearing Agency
     and shall be limited to those established by law and agreements between
     such Owners and the Clearing Agency and/or the Clearing Agency
     Participants. Pursuant to the Certificate Depository Agreement, unless and
     until Definitive Capital Securities Certificates are issued pursuant to
     Section 5.13, the initial Clearing Agency will make book-entry transfers
     among the Clearing Agency Participants and receive and transmit payments on
     the Capital Securities to such Clearing Agency Participants.

     (b) A single Common Securities Certificate representing the Common
Securities shall be issued to the Depositor in the form of a definitive Common
Securities Certificate.


                                      -25-




<PAGE>

     SECTION 5.12. Notices to Clearing Agency.

     To the extent that a notice or other communication to the Owners is
required under this Trust Agreement, unless and until Definitive Capital
Securities Certificates shall have been issued to Owners pursuant to Section
5.13, the Trustees shall give all such notices and communications specified
herein to be given to Owners to the Clearing Agency, and shall have no
obligations to the Owners.

     SECTION 5.13. Definitive Capital Securities Certificates.

     If (a) the Depositor advises the Trustees in writing that the Clearing
Agency is no longer willing or able to properly discharge its responsibilities
with respect to the Capital Securities Certificates, and the Depositor is unable
to locate a qualified successor, or if at any time when the Clearing Agency
ceases to be a clearing agency registered under the Securities Exchange Act of
1934, as amended, at a time when the Clearing Agency is required to be so
registered to act as the depositary, (b) the Depositor at its option advises the
Trustees in writing that it elects to terminate the book-entry system through
the Clearing Agency or (c) after the occurrence of a Debenture Event of Default,
Owners of Capital Securities Certificates representing beneficial interests
aggregating at least a majority of the Liquidation Amount advise the
Administrative Trustees in writing that the continuation of a book-entry system
through the Clearing Agency is no longer in the best interest of the Owners of
Capital Securities Certificates, then the Administrative Trustees shall notify
the other Trustees and the Clearing Agency, and the Clearing Agency, in
accordance with its customary rules and procedures, shall notify all Clearing
Agency Participants for whom it holds Capital Securities of the occurrence of
any such event and of the availability of the Definitive Capital Securities
Certificates to Owners of such class or classes, as applicable, requesting the
same. Upon surrender to the Administrative Trustees of the printed or
typewritten Capital Securities Certificate or Certificates representing the
Book-Entry Capital Securities by the Clearing Agency, accompanied by
registration instructions, the Administrative Trustees, or any one of them,
shall execute the Definitive Capital Securities Certificates in accordance with
the instructions of the Clearing Agency which, if executed on behalf of the
Trust by facsimile, shall be countersigned by a transfer agent or its agent.
Neither the Securities Registrar nor the Trustees shall be liable for any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Capital Securities Certificates, the Trustees shall recognize the Holders of the
Definitive Capital Securities Certificates as Securityholders. The Definitive
Capital Securities Certificates shall be typewritten, printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable to
the Administrative Trustees that meets the requirements of any stock exchange or
automated quotation system on which the Capital Securities are then listed or
approved for trading, as evidenced by the execution thereof by the
Administrative Trustees or any one of them.


                                      -26-




<PAGE>

     SECTION 5.14. Rights of Securityholders.

     (a) The legal title to the Trust Property is vested exclusively in the
Property Trustee (in its capacity as such) in accordance with Section 2.9, and
the Securityholders shall not have any right or title therein other than the
undivided beneficial ownership interest in the assets of the Trust conferred by
their Trust Securities and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below.
The Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Trust Agreement. The Trust Securities
shall have no preemptive or similar rights and when issued and delivered to
Securityholders against payment of the purchase price therefor will be fully
paid and nonassessable by the Trust. The Holders of the Capital Securities, in
their capacities as such, shall 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.

     (b) For so long as any Capital Securities remain Outstanding, if, upon a
Debenture Event of Default, the Debenture Trustee fails or the holders of not
less than 25% in principal amount of the outstanding Debentures fail to declare
the principal of all of the Debentures to be immediately due and payable, the
Holders of at least 25% in Liquidation Amount of the Capital Securities then
Outstanding shall have such right by a notice in writing to the Depositor and
the Debenture Trustee; and upon any such declaration such principal amount of
and the accrued interest on all of the Debentures shall become immediately due
and payable as set forth in the Indenture, provided that the payment of
principal, premium and interest on such Debentures shall remain subordinated to
the extent provided in the Indenture.

     At any time after such a declaration of acceleration with respect to the
Debentures has been made and before a judgment or decree for payment of the
money due has been obtained by the Debenture Trustee as in the Indenture
provided, the Holders of a majority in Liquidation Amount of the Capital
Securities, by written notice to the Property Trustee, the Depositor and the
Debenture Trustee, may rescind and annul such declaration and its consequences
if:

               (i) the Depositor has paid or deposited with the Debenture
     Trustee a sum sufficient to pay

               (A) all overdue installments of interest (including any
          Additional Interest (as defined in the Indenture)) on all of the
          Debentures,

               (B) the principal of (and premium, if any, on) any Debentures
          which have become due otherwise than by such declaration of
          acceleration and interest thereon at the rate borne by the Debentures,
          and

               (C) all sums paid or advanced by the Debenture Trustee under the
          Indenture and the reasonable compensation, expenses, disbursements and


                                      -27-




<PAGE>

          advances of the Debenture Trustee and the Property Trustee, their
          agents and counsel; and

               (ii) all Events of Default with respect to the Debentures, other
     than the non-payment of the principal of the Debentures which has become
     due solely by such acceleration, have been cured or waived as provided in
     Section 5.13 of the Indenture.

     The holders of a majority in aggregate Liquidation Amount of the Capital
Securities may, on behalf of the Holders of all the Capital Securities, waive
any past default under the Indenture, except a default in the payment of
principal, premium or interest (unless all Events of Default with respect to the
Debentures, other than the non-payment of the principal of the Debentures which
has become due solely by such acceleration, have been cured or annulled as
provided in Section 5.3 of the Indenture and the Company has paid or deposited
with the Debenture Trustee a sum sufficient to pay all overdue installments of
interest (including any Additional Interest (as defined in the Indenture)) on
the Debentures, the principal of (and premium, if any, on) any Debentures which
have become due otherwise than by such declaration of acceleration and interest
thereon at the rate borne by the Debentures, and all sums paid or advanced by
the Debenture Trustee under the Indenture and the reasonable compensation,
expenses, disbursements and advances of the Debenture Trustee and the Property
trustee, their agents and counsel) or a default in respect of a covenant or
provision which under the Indenture cannot be modified or amended without the
consent of the holder of each outstanding Debenture. No such rescission shall
affect any subsequent default or impair any right consequent thereon.

     Upon receipt by the Property Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, by Holders of the Capital
Securities all or part of which is represented by Book-Entry Capital Securities
Certificates, a record date shall be established for determining Holders of
Outstanding Capital Securities entitled to join in such notice, which record
date shall be at the close of business on the day the Property Trustee receives
such notice. The Holders of Outstanding Capital Securities on such record date,
or their duly designated proxies, and only such Persons, shall be entitled to
join in such notice, whether or not such Holders remain Holders after such
record date; provided, that, unless such declaration of acceleration, or
rescission and annulment, as the case may be, shall have become effective by
virtue of the requisite percentage having joined in such notice prior to the day
which is 90 days after such record date, such notice of declaration of
acceleration, or rescission and annulment, as the case may be, shall
automatically and without further action by any Holder be canceled and of no
further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, after expiration of such 90-day period, a new written
notice of declaration of acceleration, or rescission and annulment thereof, as
the case may be, that is identical to a written notice which has been canceled
pursuant to the proviso to the preceding sentence, in which event a new record
date shall be established pursuant to the provisions of this Section 5.14(b).


                                      -28-




<PAGE>

     (c) For so long as any Capital Securities remain Outstanding, to the
fullest extent permitted by law and subject to the terms of this Trust Agreement
and the Indenture, upon a Debenture Event of Default specified in Section 5.1(1)
or 5.1(2) of the Indenture, any Holder of Capital Securities shall have the
right to institute a proceeding directly against the Depositor, pursuant to
Section 5.8 of the Indenture, for enforcement of payment to such Holder of the
principal amount of or premium or interest on Debentures having a principal
amount equal to the Liquidation Amount of the Capital Securities of such Holder
(a "Direct Action"). Except as set forth in Section 5.14(b) and this Section
5.14(c), the Holders of Capital Securities shall have no right to exercise
directly any right or remedy available to the holders of, or in respect of, the
Debentures.

     SECTION 5.15. CUSIP Numbers.

     The Administrative Trustees in issuing the Capital Securities may use
"CUSIP" numbers (if then generally in use), and, if so, the Property Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Capital Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Capital Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.
The Administrative Trustees will promptly notify the Property Trustee of any
change in the CUSIP numbers.

                                  ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

     SECTION 6.1. Limitations on Voting Rights.

     (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.3 and
in the Indenture and as otherwise required by law, no Holder of Capital
Securities shall have any right to vote or in any manner otherwise control the
administration, operation and management of the Trust or the obligations of the
parties hereto, nor shall anything herein set forth, or contained in the terms
of the Trust Securities Certificates, be construed so as to constitute the
Securityholders from time to time as partners or members of an association.

     (b) So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee, or executing any
trust or power conferred on the Debenture Trustee with respect to such
Debentures, (ii) waive any past default which is waiveable under Section 5.13 of
the Indenture, (iii) exercise any right to rescind or annul a declaration that
the principal of all the Debentures shall be due and payable or (iv) consent to
any amendment, modification or termination of the Indenture or the Debentures,
where such consent shall be required, without, in each case, obtaining the prior
approval of the Holders of at least a majority in Liquidation Amount of all


                                      -29-




<PAGE>

Outstanding Capital Securities, provided, however, that where a consent under
the Indenture would require the consent of each holder of Debentures affected
thereby, no such consent shall be given by the Property Trustee without the
prior written consent of each Holder of Capital Securities. The Trustees shall
not revoke any action previously authorized or approved by a vote of the Holders
of Capital Securities, except by a subsequent vote of the Holders of Capital
Securities. The Property Trustee shall notify all Holders of the Capital
Securities of any notice of default received from the Debenture Trustee with
respect to the Debentures. In addition to obtaining the foregoing approvals of
the Holders of the Capital Securities, prior to taking any of the foregoing
actions, the Administrative Trustees shall, at the expense of the Depositor,
obtain an Opinion of Counsel experienced in such matters to the effect that such
action shall not cause the Trust to fail to be classified as a grantor trust or
cause the Trust to be taxable as a corporation for United States federal income
tax purposes.

     (c) If any proposed amendment to the Trust Agreement provides for, or the
Trustees otherwise propose to effect, (i) any action that would adversely affect
in any material respect the powers, preferences or special rights of the Capital
Securities, whether by way of amendment to the Trust Agreement or otherwise, or
(ii) the dissolution, winding-up or termination of the Trust, other than
pursuant to the terms of this Trust Agreement, then the Holders of Outstanding
Capital Securities as a class will be entitled to vote on such amendment or
proposal and such amendment or proposal shall not be effective except with the
approval of the Holders of at least a majority in Liquidation Amount of the
Outstanding Capital Securities. Notwithstanding any other provision of this
Trust Agreement, no amendment to this Trust Agreement may be made if, as a
result of such amendment, it would cause the Trust to fail to be classified as a
grantor trust or to be taxable as a corporation for United States federal income
tax purposes.

     SECTION 6.2. Notice of Meetings.

     Notice of all meetings of the Capital Securityholders, stating the time,
place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 10.9 to each Capital Securityholder of record, at his
registered address, at least 15 days and not more than 90 days before the
meeting. At any such meeting, any business properly before the meeting may be so
considered whether or not stated in the notice of the meeting. Any adjourned
meeting may be held as adjourned without further notice.

     SECTION 6.3. Meetings of Capital Securityholders.

     No annual meeting of Securityholders is required to be held. The
Administrative Trustees, however, shall call a meeting of Capital
Securityholders to vote on any matter upon the written request of the Capital
Securityholders of record of 25% of the Outstanding Capital Securities (based
upon their Liquidation Amount) and the Administrative Trustees or the Property
Trustee may, at any time in their discretion, call a


                                      -30-




<PAGE>

meeting of Capital Securityholders to vote on any matters as to which Capital
Securityholders are entitled to vote.

     Capital Securityholders of record of 50% of the Outstanding Capital
Securities (based upon their Liquidation Amount), present in person or by proxy,
shall constitute a quorum at any meeting of Capital Securityholders.

     If a quorum is present at a meeting, an affirmative vote by the Capital
Securityholders of record present, in person or by proxy, holding at least a
majority of the Outstanding Capital Securities (based upon their Liquidation
Amount) held by holders of record of Outstanding Capital Securities present,
either in person or by proxy, at such meeting shall constitute the action of the
Capital Securityholders, unless this Trust Agreement requires a greater number
of affirmative votes.

     SECTION 6.4. Voting Rights.

     Securityholders shall be entitled to one vote for each $1,000 of
Liquidation Amount represented by their Trust Securities in respect of any
matter as to which such Securityholders are entitled to vote.

     SECTION 6.5. Proxies, etc.

     At any meeting of Securityholders, any Securityholder entitled to vote
thereat may vote by proxy, provided that no proxy shall be voted at any meeting
unless it shall have been placed on file with the Administrative Trustees, or
with such other officer or agent of the Trust as the Administrative Trustees may
direct, for verification prior to the time at which such vote shall be taken.
Pursuant to a resolution of the Property Trustee, proxies may be solicited in
the name of the Property Trustee or one or more officers of the Property
Trustee. Only Securityholders of record shall be entitled to vote. When Trust
Securities are held jointly by several Persons, any one of them may vote at any
meeting in person or by proxy in respect of such Trust Securities, but if more
than one of them shall be present at such meeting in person or by proxy, and
such joint owners or their proxies so present disagree as to any vote to be
cast, such vote shall not be received in respect of such Trust Securities. A
proxy purporting to be executed by or on behalf of a Securityholder shall be
deemed valid unless challenged at or prior to its exercise, and the burden of
proving invalidity shall rest on the challenger. No proxy shall be valid more
than three years after its date of execution.

     SECTION 6.6. Securityholder Action by Written Consent.

     Any action which may be taken by Securityholders at a meeting may be taken
without a meeting if Securityholders holding at least a majority of all
Outstanding Trust Securities (based upon their Liquidation Amount) entitled to
vote in respect of such action (or such larger proportion thereof as shall be
required by any express provision of this Trust Agreement) shall consent to the
action in writing.


                                      -31-




<PAGE>

     SECTION 6.7. Record Date for Voting and Other Purposes.

     For the purposes of determining the Securityholders who are entitled to
notice of and to vote at any meeting or by written consent, or to participate in
any Distribution on the Trust Securities in respect of which a record date is
not otherwise provided for in this Trust Agreement, or for the purpose of any
other action, the Administrative Trustees may from time to time fix a date, not
more than 90 days prior to the date of any meeting of Securityholders or the
payment of a Distribution or other action, as the case may be, as a record date
for the determination of the identity of the Securityholders of record for such
purposes.

     SECTION 6.8. Acts of Securityholders.

     Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Trust Agreement to be given, made or
taken by Securityholders or Owners may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Securityholders
or Owners in person or by an agent duly appointed in writing; and, except as
otherwise expressly provided herein, such action shall become effective when
such instrument or instruments are delivered to an Administrative Trustee. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Securityholders or
Owners signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Trust Agreement and (subject to Section 8.1) conclusive in favor
of the Trustees, if made in the manner provided in this Section.

     The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which any Trustee receiving the same deems sufficient.

     The ownership of Capital Securities shall be proved by the Securities
Register.

     Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Securityholder of any Trust Security shall bind every future
Securityholder of the same Trust Security and the Securityholder of every Trust
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustees or the Trust in reliance thereon, whether or not
notation of such action is made upon such Trust Security.


                                      -32-




<PAGE>

     Without limiting the foregoing, a Securityholder entitled hereunder to take
any action hereunder with regard to any particular Trust Security may do so with
regard to all or any part of the Liquidation Amount of such Trust Security or by
one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such Liquidation Amount.

     If any dispute shall arise between the Securityholders and the
Administrative Trustees or among such Securityholders or Trustees with respect
to the authenticity, validity or binding nature of any request, demand,
authorization, direction, consent, waiver or other Act of such Securityholder or
Trustee under this Article VI, then the determination of such matter by the
Property Trustee shall be conclusive with respect to such matter.

     SECTION 6.9. Inspection of Records.

     Upon reasonable notice to the Administrative Trustees and the Property
Trustee, the records of the Trust shall be open to inspection by Securityholders
during normal business hours for any purpose reasonably related to such
Securityholder's interest as a Securityholder.

                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

     SECTION 7.1. Representations and Warranties of the Property Trustee and the
Delaware Trustee.

     The Property Trustee and the Delaware Trustee, each severally on behalf of
and as to itself, hereby represents and warrants for the benefit of the
Depositor and the Securityholders that:

     (a) the Property Trustee is a New York banking corporation duly organized,
validly existing and in good standing under the laws of the State of New York;

     (b) the Property Trustee has full corporate power, authority and legal
right to execute, deliver and perform its obligations under this Trust Agreement
and has taken all necessary action to authorize the execution, delivery and
performance by it of this Trust Agreement;

     (c) the Delaware Trustee is a Delaware banking corporation duly organized,
validly existing and in good standing in the State of Delaware;

     (d) the Delaware Trustee has full corporate power, authority and legal
right to execute, deliver and perform its obligations under this Trust Agreement
and has taken all necessary action to authorize the execution, delivery and
performance by it of this Trust Agreement;


                                      -33-




<PAGE>

     (e) this Trust Agreement has been duly authorized, executed and delivered
by the Property Trustee and the Delaware Trustee and constitutes the valid and
legally binding agreement of each of the Property Trustee and the Delaware
Trustee enforceable against each of them in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles;

     (f) the execution, delivery and performance of this Trust Agreement has
been duly authorized by all necessary corporate or other action on the part of
the Property Trustee and the Delaware Trustee and does not require any approval
of stockholders of the Property Trustee and the Delaware Trustee and such
execution, delivery and performance will not (i) violate the charter or by-laws
of the Property Trustee or the Delaware Trustee, (ii) violate, to the best of
each of the Property Trustee's and the Delaware Trustee's knowledge, any
provision of, or constitute, with or without notice or lapse of time, a default
under, or result in the creation or imposition of, any Lien on any properties
included in the Trust Property pursuant to the provisions of, any indenture,
mortgage, credit agreement, license or other agreement or instrument to which
the Property Trustee or the Delaware Trustee is a party or by which it is bound,
or (iii) violate any law, governmental rule or regulation of the State of New
York or the State of Delaware, as the case may be, governing the banking, trust
or general powers of the Property Trustee or the Delaware Trustee (as
appropriate in context) or any order, judgment or decree applicable to the
Property Trustee or the Delaware Trustee;

     (g) neither the authorization, execution or delivery by the Property
Trustee or the Delaware Trustee of this Trust Agreement nor the consummation of
any of the transactions by the Property Trustee or the Delaware Trustee (as
appropriate in context) contemplated herein or therein requires the consent or
approval of, the giving of notice to, the registration with or the taking of any
other action with respect to any governmental authority or agency under any
existing New York or Delaware law governing the banking, trust or general powers
of the Property Trustee or the Delaware Trustee, as the case may be; and

     (h) to the best of each of the Property Trustee's and the Delaware
Trustee's knowledge, there are no proceedings pending or threatened against or
affecting the Property Trustee or the Delaware Trustee in any court or before
any governmental authority, agency or arbitration board or tribunal which,
individually or in the aggregate, would materially and adversely affect the
Trust or would question the right, power and authority of the Property Trustee
or the Delaware Trustee, as the case may be, to enter into or perform its
obligations as one of the Trustees under this Trust Agreement.

     SECTION 7.2. Representations and Warranties of Depositor.

     The Depositor hereby represents and warrants for the benefit of the
Securityholders that:


                                      -34-




<PAGE>

     (a) the Trust Securities Certificates issued at the Closing Date on behalf
of the Trust have been duly authorized and will have been, duly and validly
executed, issued and delivered by the Trustees pursuant to the terms and
provisions of, and in accordance with the requirements of, this Trust Agreement
and the Securityholders will be, as of such date, entitled to the benefits of
this Trust Agreement; and

     (b) there are no taxes, fees or other governmental charges payable by the
Trust (or the Trustees on behalf of the Trust) under the laws of the State of
Delaware or any political subdivision thereof in connection with the execution,
delivery and performance by the Property Trustee or the Delaware Trustee, as the
case may be, of this Trust Agreement.

                                  ARTICLE VIII

                                  THE TRUSTEES

     SECTION 8.1. Certain Duties and Responsibilities.

     (a) The duties and responsibilities of the Trustees shall be as provided by
this Trust Agreement and, in the case of the Property Trustee, by the Trust
Indenture Act. Notwithstanding the foregoing, no provision of this Trust
Agreement shall require the Trustees to expend or risk their own funds or
otherwise incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers, if they
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
them. Whether or not therein expressly so provided, every provision of this
Trust Agreement relating to the conduct or affecting the liability of or
affording protection to the Trustees shall be subject to the provisions of this
Section. Nothing in this Trust Agreement shall be construed to release an
Administrative Trustee from liability for its own gross negligent action, its
own gross negligent failure to act, or its own willful misconduct. To the extent
that, at law or in equity, an Administrative Trustee has duties (including
fiduciary duties) and liabilities relating thereto to the Trust or to the
Securityholders, such Administrative Trustee shall not be liable to the Trust or
to any Securityholder for such Trustee's good faith reliance on the provisions
of this Trust Agreement. The provisions of this Trust Agreement, to the extent
that they restrict the duties and liabilities of the Administrative Trustees
otherwise existing at law or in equity, are agreed by the Depositor and the
Securityholders to replace such other duties and liabilities of the
Administrative Trustees.

     (b) All payments made by the Property Trustee or a Paying Agent in respect
of the Trust Securities shall be made only from the revenue and proceeds from
the Trust Property and only to the extent that there shall be sufficient revenue
or proceeds from the Trust Property to enable the Property Trustee or a Paying
Agent to make payments in accordance with the terms hereof. Each Securityholder,
by its acceptance of a Trust Security, agrees that it will look solely to the
revenue and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that


                                      -35-




<PAGE>

the Trustees are not personally liable to it for any amount distributable in
respect of any Trust Security or for any other liability in respect of any Trust
Security. This Section 8.1(b) does not limit the liability of the Trustees
expressly set forth elsewhere in this Trust Agreement or, in the case of the
Property Trustee, in the Trust Indenture Act.

     (c) No provision of this Trust Agreement shall be construed to relieve the
Property Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

               (i) the Property Trustee shall not be liable for any error of
     judgment made in good faith by an authorized officer of the Property
     Trustee, unless it shall be proved that the Property Trustee was negligent
     in ascertaining the pertinent facts;

               (ii) the Property Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance with
     the direction of the Holders of not less than a majority in Liquidation
     Amount of the Trust Securities relating to the time, method and place of
     conducting any proceeding for any remedy available to the Property Trustee,
     or exercising any trust or power conferred upon the Property Trustee under
     this Trust Agreement;

               (iii) the Property Trustee's sole duty with respect to the
     custody, safe keeping and physical preservation of the Debentures and the
     Payment Account shall be to deal with such property in a similar manner as
     the Property Trustee deals with similar property for its own account,
     subject to the protections and limitations on liability afforded to the
     Property Trustee under this Trust Agreement and the Trust Indenture Act;

               (iv) the Property Trustee shall not be liable for any interest on
     any money received by it except as it may otherwise agree in writing with
     the Depositor; and money held by the Property Trustee need not be
     segregated from other funds held by it except in relation to the Payment
     Account maintained by the Property Trustee pursuant to Section 3.1 and
     except to the extent otherwise required by law; and

               (v) the Property Trustee shall not be responsible for monitoring
     the compliance by the Administrative Trustees or the Depositor with their
     respective duties under this Trust Agreement, nor shall the Property
     Trustee be liable for the default or misconduct of the Administrative
     Trustees or the Depositor.

     SECTION 8.2. Certain Notices.

     Within five Business Days after the occurrence of any Event of Default
actually known to the Property Trustee, the Property Trustee shall transmit, in
the manner and to the extent provided in Section 10.9, notice of such Event of
Default to the


                                      -36-




<PAGE>

Securityholders, the Administrative Trustees and the Depositor, unless such
Event of Default shall have been cured or waived.

     Within five Business Days after the receipt of notice of the Depositor's
exercise of its right to defer the payment of interest on the Debentures
pursuant to the Indenture, the Administrative Trustee shall transmit, in the
manner and to the extent provided in Section 10.9, notice of such exercise to
the Securityholders and the Property Trustee, unless such exercise shall have
been revoked.

     SECTION 8.3. Certain Rights of Property Trustee.

     Subject to the provisions of Section 8.1:

     (a) the Property Trustee may rely and shall be protected in acting or
refraining from acting in good faith upon any resolution, Opinion of Counsel,
certificate, written representation of a Holder or transferee, certificate of
auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

     (b) if (i) in performing its duties under this Trust Agreement the Property
Trustee is required to decide between alternative courses of action or (ii) in
construing any of the provisions of this Trust Agreement the Property Trustee
finds the same ambiguous or inconsistent with any other provisions contained
herein or (iii) the Property Trustee is unsure of the application of any
provision of this Trust Agreement, then, except as to any matter as to which the
Capital Securityholders are entitled to vote under the terms of this Trust
Agreement, the Property Trustee shall deliver a notice to the Depositor
requesting written instructions of the Depositor as to the course of action to
be taken and the Property Trustee shall take such action, or refrain from taking
such action, as the Property Trustee shall be instructed in writing to take, or
to refrain from taking, by the Depositor; provided, however, that if the
Property Trustee does not receive such instructions of the Depositor within ten
Business Days after it has delivered such notice, or such reasonably shorter
period of time set forth in such notice (which to the extent practicable shall
not be less than two Business Days), it may, but shall be under no duty to, take
or refrain from taking such action not inconsistent with this Trust Agreement as
it shall deem advisable and in the best interests of the Securityholders, in
which event the Property Trustee shall have no liability except for its own bad
faith, negligence or willful misconduct;

     (c) any direction or act of the Depositor or the Administrative Trustees
contemplated by this Trust Agreement shall be sufficiently evidenced by an
Officers' Certificate;

     (d) whenever in the administration of this Trust Agreement, the Property
Trustee shall deem it desirable that a matter be established before undertaking,
suffering or omitting any action hereunder, the Property Trustee (unless other
evidence is herein


                                      -37-




<PAGE>

specifically prescribed) may, in the absence of bad faith on its part, request
and rely upon an Officers' Certificate which, upon receipt of such request,
shall be promptly delivered by the Depositor or the Administrative Trustees;

     (e) the Property Trustee shall have no duty to see to any recording, filing
or registration of any instrument (including any financing or continuation
statement or any filing under tax or securities laws) or any rerecording,
refiling or reregistration thereof;

     (f) the Property Trustee may consult with counsel of its selection (which
counsel may be counsel to the Depositor or any of its Affiliates, and may
include any of its employees) and the advice of such counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon and in
accordance with such advice; the Property Trustee shall have the right at any
time to seek instructions concerning the administration of this Trust Agreement
from any court of competent jurisdiction;

     (g) the Property Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Trust Agreement at the request or
direction of any of the Securityholders pursuant to this Trust Agreement, unless
such Securityholders shall have offered to the Property Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;

     (h) the Property Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other evidence of indebtedness or other paper or document,
unless requested in writing to do so by one or more Securityholders, but the
Property Trustee may make such further inquiry or investigation into such facts
or matters as it may see fit;

     (i) the Property Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through its agents or
attorneys, provided that the Property Trustee shall be responsible for any
negligence or recklessness on the part of such agent or attorney appointed with
due care by it hereunder;

     (j) whenever in the administration of this Trust Agreement the Property
Trustee shall deem it desirable to receive written instructions with respect to
enforcing any remedy or right or taking any other action hereunder the Property
Trustee (i) may request written instructions from the Holders of the Trust
Securities which written instructions may only be given by the Holders of the
same proportion in Liquidation Amount of the Trust Securities as would be
entitled to direct the Property Trustee under the terms of the Trust Securities
in respect of such remedy, right or action, (ii) may refrain from enforcing such
remedy or right or taking such other action until such written instructions are
received, and (iii) shall be protected in acting in accordance with such written
instructions; and


                                      -38-




<PAGE>

     (k) except as otherwise expressly provided by this Trust Agreement, the
Property Trustee shall not be under any obligation to take any action that is
discretionary under the provisions of this Trust Agreement.

     No provision of this Trust Agreement shall be deemed to impose any duty or
obligation on the Property Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction
in which it shall be illegal, or in which the Property Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts, or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Property Trustee shall be
construed to be a duty.

     SECTION 8.4. Not Responsible for Recitals or Issuance of Securities.

     The recitals contained herein and in the Trust Securities Certificates
shall be taken as the statements of the Trust, and the Trustees do not assume
any responsibility for their correctness. The Trustees shall not be accountable
for the use or application by the Depositor of the proceeds of the Debentures.

     SECTION 8.5. May Hold Securities.

     Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, subject to Sections 8.8 and 8.13, except as provided in the
definition of the term "Outstanding" in Article I, may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

     SECTION 8.6. Compensation; Indemnity; Fees.

     The Depositor shall:

     (a) pay to the Trustees from time to time such compensation as shall be
agreed in writing with the Depositor for all services rendered by them hereunder
(which compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust);

     (b) except as otherwise expressly provided herein, reimburse the Trustees
upon request for all reasonable expenses, disbursements and advances incurred or
made by the Trustees in accordance with any provision of this Trust Agreement
(including the reasonable compensation and the expenses and disbursements of its
agents and counsel), except any such expense, disbursement or advance as may be
attributable to its negligence or bad faith; and

     (c) to the fullest extent permitted by applicable law, indemnify and hold
harmless (i) each Trustee, (ii) any Affiliate of any Trustee, (iii) any officer,
director, shareholder, employee, representative or agent of any Trustee, and
(iv) any employee or


                                      -39-




<PAGE>

agent of the Trust or its Affiliates, (referred to herein as an "Indemnified
Person") from and against any and all loss, damage, liability, tax, penalty,
expense or claim of any kind or nature whatsoever incurred by such Indemnified
Person by reason of the creation, administration, operation or termination of
the Trust or any act or omission performed or omitted by such Indemnified Person
in good faith on behalf of the Trust and in a manner such Indemnified Person
reasonably believed to be within the scope of authority conferred on such
Indemnified Person by this Trust Agreement, except that no Indemnified Person
shall be entitled to be indemnified in respect of any loss, damage or claim
incurred by such Indemnified Person by reason of negligence or willful
misconduct with respect to such acts or omissions. When the Property Trustee
incurs expenses or renders services in connection with an Event of Default
specified in Section 5.1(4) or Section 5.1(5) of the Indenture, the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

     The provisions of this Section 8.6 shall survive the termination of this
Trust Agreement or the earlier resignation or removal of any Trustee.

     No Trustee may claim any lien or charge on any Trust Property as a result
of any amount due pursuant to this Section 8.6.

     The Depositor and any Trustee (in the case of the Property Trustee, subject
to Section 8.8 hereof) may engage in or possess an interest in other business
ventures of any nature or description, independently or with others, similar or
dissimilar to the business of the Trust, and the Trust and the Holders of Trust
Securities shall have no rights by virtue of this Trust Agreement in and to such
independent ventures or the income or profits derived therefrom, and the pursuit
of any such venture, even if competitive with the business of the Trust, shall
not be deemed wrongful or improper. Neither the Depositor, nor any Trustee,
shall be obligated to present any particular investment or other opportunity to
the Trust even if such opportunity is of a character that, if presented to the
Trust, could be taken by the Trust, and the Depositor or any Trustee shall have
the right to take for its own account (individually or as a partner or
fiduciary) or to recommend to others any such particular investment or other
opportunity. Any Trustee may engage or be interested in any financial or other
transaction with the Depositor or any Affiliate of the Depositor, or may act as
depository for, trustee or agent for, or act on any committee or body of holders
of, securities or other obligations of the Depositor or its Affiliates.

     In no event shall the Trustee be liable for any failure or delay in the
performance of its obligations hereunder because of circumstances beyond its
control, including, but not limited to, acts of God, flood, war (whether
declared or undeclared), terrorism, fire, riot, embargo, government action,
including any laws, ordinances, regulations, governmental action or the like
which delay, restrict or prohibit the providing of the services contemplated by
this Agreement.


                                      -40-




<PAGE>

     SECTION 8.7. Corporate Property Trustee Required; Eligibility of Trustees.

     (a) There shall at all times be a Property Trustee hereunder with respect
to the Trust Securities. The Property Trustee shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000. If any such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Property Trustee with respect to the Trust
Securities shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

     (b) There shall at all times be one or more Administrative Trustees
hereunder with respect to the Trust Securities. Each Administrative Trustee
shall be either a natural person who is at least 21 years of age or a legal
entity that shall act through one or more persons authorized to bind that
entity.

     (c) There shall at all times be a Delaware Trustee with respect to the
Trust Securities. The Delaware Trustee shall either be (i) a natural person who
is at least 21 years of age and a resident of the State of Delaware or (ii) a
legal entity with its principal place of business in the State of Delaware and
that otherwise meets the requirements of applicable Delaware law that shall act
through one or more persons authorized to bind such entity.

     SECTION 8.8. Conflicting Interests.

     If the Property Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Trust
Agreement.

     SECTION 8.9. Co-Trustees and Separate Trustee.

     Unless an Event of Default shall have occurred and be continuing, at any
time or times, for the purpose of meeting the legal requirements of the Trust
Indenture Act or of any jurisdiction in which any part of the Trust Property may
at the time be located, the Depositor and the Administrative Trustees, by agreed
action of the majority of such Trustees, shall have power to appoint, and upon
the written request of the Administrative Trustees, the Depositor shall for such
purpose join with the Administrative Trustees in the execution, delivery, and
performance of all instruments and agreements necessary or proper to appoint,
one or more Persons approved by the Property Trustee either to act as
co-trustee, jointly with the Property Trustee, of all or any part of such Trust
Property, or to the extent required by law to act as separate trustee of any
such property, in either case with such powers as may be provided in the
instrument of appointment, and to vest in


                                      -41-




<PAGE>

such Person or Persons in the capacity aforesaid, any property, title, right or
power deemed necessary or desirable, subject to the other provisions of this
Section. If the Depositor does not join in such appointment within 15 days after
the receipt by it of a request so to do, or in case a Debenture Event of Default
has occurred and is continuing, the Property Trustee alone shall have power to
make such appointment. Any co-trustee or separate trustee appointed pursuant to
this Section shall either be (i) a natural person who is at least 21 years of
age and a resident of the United States or (ii) a legal entity with its
principal place of business in the United States that shall act through one or
more persons authorized to bind such entity.

     Should any written instrument from the Depositor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right, or power, any and
all such instruments shall, on request, be executed, acknowledged and delivered
by the Depositor.

     Every co-trustee or separate trustee shall, to the extent permitted by law,
but to such extent only, be appointed subject to the following terms, namely:

     (a) The Trust Securities shall be executed and delivered and all rights,
powers, duties, and obligations hereunder in respect of the custody of
securities, cash and other personal property held by, or required to be
deposited or pledged with, the Trustees specified hereunder shall be exercised
solely by such Trustees and not by such co-trustee or separate trustee.

     (b) The rights, powers, duties, and obligations hereby conferred or imposed
upon the Property Trustee in respect of any property covered by such appointment
shall be conferred or imposed upon and exercised or performed by the Property
Trustee or by the Property Trustee and such co-trustee or separate trustee
jointly, as shall be provided in the instrument appointing such co-trustee or
separate trustee, except to the extent that under any law of any jurisdiction in
which any particular act is to be performed, the Property Trustee shall be
incompetent or unqualified to perform such act, in which event such rights,
powers, duties and obligations shall be exercised and performed by such
co-trustee or separate trustee.

     (c) The Property Trustee at any time, by an instrument in writing executed
by it, with the written concurrence of the Depositor, may accept the resignation
of or remove any co-trustee or separate trustee appointed under this Section,
and, in case a Debenture Event of Default has occurred and is continuing, the
Property Trustee shall have power to accept the resignation of, or remove, any
such co-trustee or separate trustee without the concurrence of the Depositor.
Upon the written request of the Property Trustee, the Depositor shall join with
the Property Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to effectuate such resignation or
removal. A successor to any co-trustee or separate trustee so resigned or
removed may be appointed in the manner provided in this Section.


                                      -42-




<PAGE>

     (d) No co-trustee or separate trustee hereunder shall be personally liable
by reason of any act or omission of the Property Trustee or any other trustee
hereunder.

     (e) The Property Trustee shall not be liable by reason of any act of a
co-trustee or separate trustee.

     (f) Any Act of Holders delivered to the Property Trustee shall be deemed to
have been delivered to each such co-trustee and separate trustee.

     SECTION 8.10. Resignation and Removal; Appointment of Successor.

     No resignation or removal of any Trustee (the "Relevant Trustee") and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 8.11.

     Subject to the immediately preceding paragraph, the Relevant Trustee may
resign at any time by giving written notice thereof to the Common
Securityholders. If the instrument of acceptance by the successor Trustee
required by Section 8.11 shall not have been delivered to the Relevant Trustee
within 30 days after the giving of such notice of resignation, the Relevant
Trustee may petition, at the expense of the Trust, any court of competent
jurisdiction for the appointment of a successor Relevant Trustee.

     Unless a Debenture Event of Default shall have occurred and be continuing,
any Trustee may be removed at any time by Act of the Common Securityholder. If a
Debenture Event of Default shall have occurred and be continuing, the Property
Trustee or the Delaware Trustee, or both of them, may be removed at such time by
Act of the Holders of a majority in Liquidation Amount of the Capital
Securities, delivered to the Relevant Trustee (in its individual capacity and on
behalf of the Trust). An Administrative Trustee may be removed by the Common
Securityholder at any time. If the instrument of acceptance by the successor
Trustee required by Section 8.11 shall not have been delivered to the Relevant
Trustee within 30 days after such removal, the Relevant Trustee may petition, at
the expense of the Trust, any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.

     If any Trustee shall resign, be removed or become incapable of acting as
Trustee, or if a vacancy shall occur in the office of any Trustee for any cause,
at a time when no Debenture Event of Default shall have occurred and be
continuing, the Common Securityholder, by Act of the Common Securityholder
delivered to the retiring Trustee, shall promptly appoint a successor Trustee or
Trustees, and the retiring Trustee shall comply with the applicable requirements
of Section 8.11. If the Property Trustee or the Delaware Trustee shall resign,
be removed or become incapable of continuing to act as the Property Trustee or
the Delaware Trustee, as the case may be, at a time when a Debenture Event of
Default shall have occurred and be continuing, the Capital Securityholders, by
Act of the Securityholders of a majority in Liquidation Amount of the Capital
Securities then Outstanding delivered to the retiring Relevant Trustee, shall


                                      -43-




<PAGE>

promptly appoint a successor Relevant Trustee or Trustees, and such successor
Trustee shall comply with the applicable requirements of Section 8.11. If an
Administrative Trustee shall resign, be removed or become incapable of acting as
Administrative Trustee, at a time when a Debenture Event of Default shall have
occurred and be continuing, the Common Securityholder by Act of the Common
Securityholder delivered to the Administrative Trustee shall promptly appoint a
successor Administrative Trustee or Administrative Trustees and such successor
Administrative Trustee or Trustees shall comply with the applicable requirements
of Section 8.11. If no successor Relevant Trustee shall have been so appointed
by the Common Securityholder or the Capital Securityholders and accepted
appointment in the manner required by Section 8.11, any Securityholder who has
been a Securityholder of Trust Securities for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Relevant Trustee.

     The Property Trustee shall give notice of each resignation and each removal
of a Trustee and each appointment of a successor Trustee to all Securityholders
in the manner provided in Section 10.9 and shall give notice to the Depositor.
Each notice shall include the name of the successor Relevant Trustee and the
address of its Corporate Trust Office if it is the Property Trustee.

     Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who is
a natural person dies or becomes, in the opinion of the Depositor, incompetent
or incapacitated, the vacancy created by such death, incompetence or incapacity
may be filled by (a) the unanimous act of the remaining Administrative Trustees
if there are at least two of them or (b) otherwise by the Depositor (with the
successor in each case being a Person who satisfies the eligibility requirement
for Administrative Trustees or Delaware Trustee, as the case may be, set forth
in Section 8.7).

     SECTION 8.11. Acceptance of Appointment by Successor.

     In case of the appointment hereunder of a successor Relevant Trustee, the
retiring Relevant Trustee and each successor Relevant Trustee with respect to
the Trust Securities shall execute and deliver an amendment hereto wherein each
successor Relevant Trustee shall accept such appointment and which (a) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Relevant Trustee all the rights,
powers, trusts and duties of the retiring Relevant Trustee with respect to the
Trust Securities and the Trust and (b) shall add to or change any of the
provisions of this Trust Agreement as shall be necessary to provide for or
facilitate the administration of the Trust by more than one Relevant Trustee, it
being understood that nothing herein or in such amendment shall constitute such
Relevant Trustees co-trustees and upon the execution and delivery of such
amendment the resignation or removal of the retiring Relevant Trustee shall
become effective to the extent provided therein and each such successor Relevant
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Relevant


                                      -44-




<PAGE>

Trustee; but, on written request of the Trust or any successor Relevant Trustee
such retiring Relevant Trustee shall, upon payment of its charges, duly assign,
transfer and deliver to such successor Relevant Trustee all Trust Property, all
proceeds thereof and money held by such retiring Relevant Trustee hereunder with
respect to the Trust Securities and the Trust.

     Upon written request of any such successor Relevant Trustee, the Trust
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Relevant Trustee all such rights, powers and
trusts referred to in the preceding paragraph.

     No successor Relevant Trustee shall accept its appointment unless at the
time of such acceptance such successor Relevant Trustee shall be qualified and
eligible under this Article.

     SECTION 8.12. Merger, Conversion, Consolidation or Succession to Business.

     Any Person into which the Property Trustee or the Delaware Trustee may be
merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Relevant
Trustee shall be a party, or any Person succeeding to all or substantially all
the corporate trust business of such Relevant Trustee, shall be the successor of
such Relevant Trustee hereunder, provided such Person shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto.

     SECTION 8.13. Preferential Collection of Claims Against Depositor or Trust.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the Trust or any other obligor upon the
Trust Securities or the property of the Trust or of such other obligor or their
creditors, the Property Trustee (irrespective of whether any Distributions on
the Trust Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Property Trustee shall
have made any demand on the Trust for the payment of any past due Distributions)
shall be entitled and empowered, to the fullest extent permitted by law, by
intervention in such proceeding or otherwise:

     (a) to file and prove a claim for the whole amount of any Distributions
owing and unpaid in respect of the Trust Securities and to file such other
papers or documents as may be necessary or advisable in order to have the claims
of the Property Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Property Trustee, its agents and
counsel) and of the Holders allowed in such judicial proceeding, and

     (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;


                                      -45-




<PAGE>

     and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Property Trustee and, in the event the
Property Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Property Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel, and any other amounts due the Property Trustee.

     Nothing herein contained shall be deemed to authorize the Property Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or compensation affecting the Trust
Securities or the rights of any Holder thereof or to authorize the Property
Trustee to vote in respect of the claim of any Holder in any such proceeding.

     SECTION 8.14. Reports by Property Trustee.

     (a) The Property Trustee shall transmit to Securityholders such reports
concerning the Property Trustee and its actions under this Trust Agreement as
may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto. If required by Section 313(a) of the Trust
Indenture Act, the Property Trustee shall, within sixty days after each May 15
following the date of this Trust Agreement deliver to Securityholders a brief
report, dated as of such May 15, which complies with the provisions of such
Section 313(a).

     (b) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Property Trustee with each national stock exchange, the
Nasdaq National Market or such other interdealer quotation system or
self-regulatory organization upon which the Trust Securities are listed or
traded, if any, with the Commission and with the Depositor. The Depositor will
promptly notify the Property Trustee of any such listing or trading.

     SECTION 8.15. Reports to the Property Trustee.

     The Depositor and the Administrative Trustees on behalf of the Trust shall
provide to the Property Trustee such documents, reports and information as
required by Section 314 of the Trust Indenture Act (if any) and the compliance
certificate required by Section 314(a) of the Trust Indenture Act in the form,
in the manner and at the times required by Section 314 of the Trust Indenture
Act. Delivery of such reports, information and documents to the Property Trustee
is for informational purposes only and the Property Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Trust's
compliance with any of its covenants hereunder (as to which the Property Trustee
is entitled to rely exclusively on Officers' Certificates).


                                      -46-




<PAGE>

     SECTION 8.16. Evidence of Compliance with Conditions Precedent.

     Each of the Depositor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Trust Agreement that relate
to any of the matters set forth in Section 314 (c) of the Trust Indenture Act.
Any certificate or opinion required to be given by an officer pursuant to
Section 314(c)(1) of the Trust Indenture Act shall be given in the form of an
Officers' Certificate.

     SECTION 8.17. Number of Trustees.

     (a) The number of Trustees shall be four, provided that the Holder of all
of the Common Securities by written instrument may increase or decrease the
number of Administrative Trustees. The Property Trustee and the Delaware Trustee
may be the same Person.

     (b) If a Trustee ceases to hold office for any reason and the number of
Administrative Trustees is not reduced pursuant to Section 8.17(a), or if the
number of Trustees is increased pursuant to Section 8.17(a), a vacancy shall
occur. The vacancy shall be filled with a Trustee appointed in accordance with
Section 8.10.

     (c) The death, resignation, retirement, removal, bankruptcy, incompetence
or incapacity to perform the duties of a Trustee shall not operate to dissolve,
terminate or annul the Trust. Whenever a vacancy in the number of Administrative
Trustees shall occur, until such vacancy is filled by the appointment of an
Administrative Trustee in accordance with Section 8.10, the Administrative
Trustees in office, regardless of their number (and notwithstanding any other
provision of this Agreement), shall have all the powers granted to the
Administrative Trustees and shall discharge all the duties imposed upon the
Administrative Trustees by this Trust Agreement.

     SECTION 8.18. Delegation of Power.

     (a) Any Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purpose of executing any documents contemplated in Section
2.7(a), including any registration statement or amendment thereto filed with the
Commission, or making any other governmental filing; and

     (b) The Administrative Trustees shall have power to delegate from time to
time to such of their number or to the Depositor the doing of such things and
the execution of such instruments either in the name of the Trust or the names
of the Administrative Trustees or otherwise as the Administrative Trustees may
deem expedient, to the extent such delegation is not prohibited by applicable
law or contrary to the provisions of this Trust Agreement, as set forth herein.


                                      -47-




<PAGE>

                                   ARTICLE IX

                       TERMINATION, LIQUIDATION AND MERGER

     SECTION 9.1. Termination Upon Expiration Date.

     Unless earlier terminated, the Trust shall automatically terminate on
December 6, 2051 (the "Expiration Date"), following the distribution of the
Trust Property in accordance with Section 9.4.

     SECTION 9.2. Early Termination.

     The first to occur of any of the following events is an "Early Termination
Event":

     (a) the occurrence of a Bankruptcy Event in respect of, or the dissolution
or liquidation of, the Holder of the Common Securities;

     (b) the written direction to the Property Trustee from the Depositor at any
time to terminate the Trust and, after satisfaction of liabilities to creditors
of the Trust as provided by applicable law, distribute Debentures to
Securityholders in exchange for the Capital Securities (which direction is
optional and wholly within the discretion of the Depositor);

     (c) the redemption of all of the Capital Securities in connection with the
redemption or maturity of all of the Debentures; and

     (d) the entry of an order for dissolution of the Trust by a court of
competent jurisdiction.

     SECTION 9.3. Termination.

     The respective obligations and responsibilities of the Trustees and the
Trust created and continued hereby shall terminate upon the latest to occur of
the following: (a) the distribution by the Property Trustee to Securityholders
upon the liquidation of the Trust pursuant to Section 9.4, or upon the
redemption of all of the Trust Securities pursuant to Section 4.2, of all
amounts required to be distributed hereunder upon the final payment of the Trust
Securities; (b) the payment of any expenses owed by the Trust; and (c) the
discharge of all administrative duties of the Administrative Trustees, including
the performance of any tax reporting obligations with respect to the Trust or
the Securityholders.

     SECTION 9.4. Liquidation.

     (a) If an Early Termination Event specified in clause (a), (b) or (d) of
Section 9.2 occurs or upon the Expiration Date, the Trust shall be liquidated by
the Trustees as expeditiously as the Trustees determine to be possible by
distributing, after


                                      -48-




<PAGE>

satisfaction or the making of reasonable provisions for the payment of
liabilities to creditors of the Trust as provided by applicable law, to each
Securityholder a Like Amount of Debentures, subject to Section 9.4(d). Notice of
liquidation shall be given by the Property Trustee by first-class mail, postage
prepaid mailed not later than 30 nor more than 60 days prior to the Liquidation
Date to each Holder of Trust Securities at such Holder's address appearing in
the Securities Register. All notices of liquidation shall:

               (i) state the CUSIP Number of the Trust Securities;

               (ii) state the Liquidation Date;

               (iii) state that from and after the Liquidation Date, the Trust
     Securities will no longer be deemed to be Outstanding and any Trust
     Securities Certificates not surrendered for exchange will be deemed to
     represent a Like Amount of Debentures; and

               (iv) provide such information with respect to the mechanics by
     which Holders may exchange Trust Securities Certificates for Debentures, or
     if Section 9.4(d) applies receive a Liquidation Distribution, as the
     Administrative Trustees or the Property Trustee shall deem appropriate.

          (b) Except where Section 9.2(c) or 9.4(d) applies, in order to effect
     the liquidation of the Trust and distribution of the Debentures to
     Securityholders, the Property Trustee shall establish a record date for
     such distribution (which shall be not more than 45 days prior to the
     Liquidation Date) and, either itself acting as exchange agent or through
     the appointment of a separate exchange agent, shall establish such
     procedures as it shall deem appropriate to effect the distribution of
     Debentures in exchange for the Outstanding Trust Securities Certificates.

          (c) Except where Section 9.2(c) or 9.4(d) applies, after the
     Liquidation Date, (i) the Trust Securities will no longer be deemed to be
     Outstanding, (ii) certificates representing a Like Amount of Debentures
     will be issued to Holders of Trust Securities Certificates, upon surrender
     of such certificates to the Administrative Trustees or their agent for
     exchange, (iii) the Depositor shall use its best efforts to have the
     Debentures listed on the New York Stock Exchange or on such other exchange,
     interdealer quotation system or self-regulatory organization as the Capital
     Securities are then listed or traded, (iv) any Trust Securities
     Certificates not so surrendered for exchange will be deemed to represent a
     Like Amount of Debentures, accruing interest at the rate provided for in
     the Debentures from the last Distribution Date on which a Distribution was
     made on such Trust Securities Certificates until such certificates are so
     surrendered (and until such certificates are so surrendered, no payments of
     interest or principal will be made to Holders of Trust Securities
     Certificates with respect to such Debentures) and (v) all rights of
     Securityholders holding Trust Securities will cease, except the right of
     such Securityholders to receive Debentures upon surrender of Trust
     Securities Certificates.


                                      -49-




<PAGE>

          (d) In the event that, notwithstanding the other provisions of this
     Section 9.4, whether because of an order for dissolution entered by a court
     of competent jurisdiction or otherwise, distribution of the Debentures in
     the manner provided herein is determined by the Property Trustee not to be
     practical, the Trust Property shall be liquidated, and the Trust shall be
     dissolved, wound-up or terminated, by the Property Trustee. In such event,
     on the date of the dissolution, winding-up or other termination of the
     Trust, Securityholders will be entitled to receive out of the assets of the
     Trust available for distribution to Securityholders, after satisfaction of
     liabilities to creditors of the Trust as provided by applicable law, an
     amount equal to the Liquidation Amount per Trust Security plus accumulated
     and unpaid Distributions thereon to the date of payment (such amount being
     the "Liquidation Distribution"). If, upon any such dissolution, winding up
     or termination, the Liquidation Distribution can be paid only in part
     because the Trust has insufficient assets available to pay in full the
     aggregate Liquidation Distribution, then, subject to the next succeeding
     sentence, the amounts payable by the Trust on the Trust Securities shall be
     paid on a pro rata basis (based upon Liquidation Amounts). The Holder of
     the Common Securities will be entitled to receive Liquidation Distributions
     upon any such dissolution, winding-up or termination pro rata (determined
     as aforesaid) with Holders of Capital Securities, except that, if a
     Debenture Event of Default has occurred and is continuing, the Capital
     Securities shall have a priority over the Common Securities.

     SECTION 9.5. Mergers, Consolidations, Amalgamations or Replacements of the
Trust.

     The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other Person, except pursuant
to this Article IX. At the request of the Depositor, with the consent of the
Administrative Trustees and without the consent of the Holders of the Capital
Securities, the Property Trustee or the Delaware Trustee, the Trust may merge
with or into, consolidate, amalgamate, or be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to a trust
organized as such under the laws of any State; provided, that (i) such successor
entity either (a) expressly assumes all of the obligations of the Trust with
respect to the Capital Securities or (b) substitutes for the Capital Securities
other securities having substantially the same terms as the Capital Securities
(the "Successor Securities") so long as the Successor Securities rank the same
as the Capital Securities rank in priority with respect to distributions and
payments upon liquidation, redemption and otherwise, (ii) the Depositor
expressly appoints a trustee of such successor entity possessing the same powers
and duties as the Property Trustee as the holder of the Debentures, (iii) the
Successor Securities are listed or traded, or any Successor Securities will be
listed upon notification of issuance, on any national securities exchange or
other organization on which the Capital Securities are then listed or traded, if
any, (iv) such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not cause the Capital Securities (including any Successor
Securities) to be downgraded by any nationally recognized statistical rating
organization, (v) such merger, consolidation, amalgamation,


                                      -50-




<PAGE>

replacement, conveyance, transfer or lease does not adversely affect the rights,
preferences and privileges of the holders of the Capital Securities (including
any Successor Securities) in any material respect, (vi) such successor entity
has a purpose identical to that of the Trust, (vii) prior to such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, the
Depositor has received an Opinion of Counsel to the effect that (a) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the holders of the
Capital Securities (including any Successor Securities) in any material respect,
and (b) following such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, neither the Trust nor such successor entity will
be required to register as an investment company under the 1940 Act and (viii)
the Depositor owns all of the common securities of such successor entity and
guarantees the obligations of such successor entity under the Successor
Securities at least to the extent provided by the Guarantee. Notwithstanding the
foregoing, the Trust shall not, except with the consent of Holders of 100% in
Liquidation Amount of the Capital Securities, consolidate, amalgamate, merge
with or into, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to any other Person or permit any other
Person to consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger, replacement, conveyance, transfer or lease
would cause the Trust or the successor entity to be taxable as a corporation or
to be classified as other than a grantor trust for United States federal income
tax purposes.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

     SECTION 10.1. Limitation of Rights of Securityholders.

     The death, incapacity, liquidation, dissolution, termination or bankruptcy
of any Person having an interest, beneficial or otherwise, in Trust Securities
shall not operate to terminate this Trust Agreement, nor entitle the legal
representatives or heirs of such Person or any Securityholder for such Person,
to claim an accounting, take any action or bring any proceeding in any court for
a partition or winding up of the arrangements contemplated hereby, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of
them.

     SECTION 10.2. Liability of the Common Securityholder.

     The Holder of the Common Securities shall be liable for all of the debts
and obligations of the Trust (other than with respect to the Securities) to the
extent not satisfied out of the Trust's assets.

     SECTION 10.3. Amendment.

     (a) This Trust Agreement may be amended from time to time by the Property
Trustee, the Administrative Trustees and the Depositor, without the consent of
any


                                      -51-




<PAGE>

Securityholders, (i) to cure any ambiguity, correct or supplement any provision
herein which may be inconsistent with any other provision herein, or to make any
other provisions with respect to matters or questions arising under this Trust
Agreement, which shall not be inconsistent with the other provisions of this
Trust Agreement, or (ii) to modify, eliminate or add to any provisions of this
Trust Agreement to such extent as shall be necessary to ensure that the Trust
will be classified for United States federal income tax purposes as a grantor
trust and not be taxable as a corporation at all times that any Trust Securities
are outstanding or to ensure that the Trust will not be required to register as
an investment company under the 1940 Act; provided, however, that in the case of
clause (i) or clause (ii), such action shall not adversely affect in any
material respect the interests of any Securityholder, provided, further, that
any amendment described in this Section 10.3(a) made solely to conform this
Trust Agreement to the final prospectus provided to investors in connection with
the initial offering of the Capital Securities will not be deemed to adversely
affect in any material respect the interests of the Securityholders. Any
amendments of this Trust Agreement shall become effective when notice thereof is
given to the Securityholders.

     (b) Except as provided in Section 10.3(c) hereof, any provision of this
Trust Agreement may be amended by the Trustees and the Depositor with (i) the
consent of Trust Securityholders representing not less than a majority (based
upon Liquidation Amounts) of the Trust Securities then Outstanding and (ii)
receipt by the Trustees of an Opinion of Counsel to the effect that such
amendment or the exercise of any power granted to the Trustees in accordance
with such amendment will not affect the Trust's exemption from status of an
investment company under the 1940 Act or the Trust's status as a grantor trust
for United States federal income tax purposes and will not result in the Trust
being taxable as a corporation for United States federal income tax purposes.

     (c) In addition to and notwithstanding any other provision in this Trust
Agreement, other than the second proviso of the first sentence of Section
10.3(a), without the consent of each affected Securityholder (such consent being
obtained in accordance with Section 6.3 or 6.6 hereof), this Trust Agreement may
not be amended to (i) change the amount or timing of any Distribution on the
Trust Securities or otherwise adversely affect the amount of any Distribution
required to be made in respect of the Trust Securities as of a specified date or
(ii) restrict the right of a Securityholder to institute suit for the
enforcement of any such payment on or after such date; notwithstanding any other
provision herein, without the unanimous consent of the Securityholders (such
consent being obtained in accordance with Section 6.3 or 6.6 hereof), this
paragraph (c) of this Section 10.3 may not be amended.

     (d) Notwithstanding any other provisions of this Trust Agreement, no
Trustee shall enter into or consent to any amendment to this Trust Agreement
which would cause the Trust to (i) fail or cease to qualify for the exemption
from status of an investment company under the 1940 Act, (ii) fail or cease to
be classified as a grantor trust for United States federal income tax purposes
or (iii) be taxable as a corporation for United States federal income tax
purposes.


                                      -52-




<PAGE>

     (e) Notwithstanding anything in this Trust Agreement to the contrary, other
than in accordance with the second proviso of the first sentence of Section
10.3(a), without the consent of the Depositor, this Trust Agreement may not be
amended in a manner which imposes any additional obligation on the Depositor.

     (f) In the event that any amendment to this Trust Agreement is made, the
Administrative Trustees shall promptly provide to the Depositor a copy of such
amendment.

     (g) Neither the Property Trustee nor the Delaware Trustee shall be required
to enter into any amendment to this Trust Agreement which affects its own
rights, duties or immunities under this Trust Agreement. The Property Trustee
shall be entitled to receive an Opinion of Counsel and an Officers' Certificate
stating that any amendment to this Trust Agreement is in compliance with this
Trust Agreement.

     SECTION 10.4. Separability.

     In case any provision in this Trust Agreement or in the Trust Securities
Certificates shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

     SECTION 10.5. Governing Law.

     THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT
AND THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES).

     SECTION 10.6. Payments Due on Non-Business Day.

     If the date fixed for any payment on any Trust Security shall be a day that
is not a Business Day, then such payment need not be made on such date but may
be made on the next succeeding day that is a Business Day (except as otherwise
provided in Sections 4.1(a) and 4.2(d)), with the same force and effect as
though made on the date fixed for such payment, and no interest shall accrue
thereon for the period after such date.

     SECTION 10.7. Successors.

     This Trust Agreement shall be binding upon and shall inure to the benefit
of any successor to the Depositor, the Trust or the Relevant Trustee, including
any successor by operation of law. Except in connection with a consolidation,
merger or sale involving the Depositor that is permitted under Article Eight of
the Indenture and pursuant to which the


                                      -53-




<PAGE>

assignee agrees in writing to perform the Depositor's obligations hereunder, the
Depositor shall not assign its obligations hereunder.

     SECTION 10.8. Headings.

     The Article and Section headings are for convenience only and shall not
affect the construction of this Trust Agreement.

     SECTION 10.9. Reports, Notices and Demands.

     Any report, notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
any Securityholder or the Depositor may be given or served in writing by deposit
thereof, first-class postage prepaid, in the United States mail, hand delivery
or facsimile transmission, in each case, addressed, (a) in the case of a Capital
Securityholder, to such Capital Securityholder as such Securityholder's name and
address may appear on the Securities Register; and (b) in the case of the Common
Securityholder or the Depositor, to First Tennessee National Corporation, 165
Madison Avenue, Memphis, Tennessee 38103, Attention: Treasurer, facsimile no.:
(901) 523-4336. Such notice, demand or other communication to or upon a
Securityholder shall be deemed to have been sufficiently given or made, for all
purposes, upon hand delivery, mailing or transmission.

     Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust, the Property Trustee, the Delaware Trustee or the Administrative Trustees
shall be given in writing addressed (until another address is published by the
Trust) as follows: (a) with respect to the Property Trustee to The Bank of New
York, 101 Barclay Street, New York, New York 10286, Attention: Corporate Trust
Administration; (b) with respect to the Delaware Trustee, to The Bank of New
York (Delaware), White Clay Center, Route 273, Newark, Delaware, with a copy to
the Property Trustee at the address set forth in Clause (a); and (c) with
respect to the Trust or the Administrative Trustees, to them at the address
above for notices to the Depositor, marked "Attention Administrative Trustees of
First Tennessee Capital II." Such notice, demand or other communication to or
upon the Trust, the Administrative Trustees or the Property Trustee shall be
deemed to have been sufficiently given or made only upon actual receipt of the
writing by the Trust, the Administrative Trustees or the Property Trustee.

     SECTION 10.10. Agreement Not to Petition.

     Each of the Trustees and the Depositor agree for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been terminated in accordance with Article IX, they shall not file, or join in
the filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, without limitation, the United
States Bankruptcy Code) (collectively, "Bankruptcy Laws") or otherwise join in
the commencement of any proceeding against the Trust under any Bankruptcy Law.
In the event the Depositor takes action in violation of this


                                      -54-




<PAGE>

Section 10.10, the Property Trustee agrees, for the benefit of Securityholders,
that at the expense of the Depositor, it shall file an answer with the
bankruptcy court or otherwise properly contest the filing of such petition by
the Depositor against the Trust or the commencement of such action and raise the
defense that the Depositor has agreed in writing not to take such action and
should be stopped and precluded therefrom and such other defenses, if any, as
counsel for the Trustee or the Trust may assert. The provisions of this Section
10.10 shall survive the termination of this Trust Agreement.

     SECTION 10.11. Trust Indenture Act; Conflict with Trust Indenture Act.

     (a) This Trust Agreement is subject to the provisions of the Trust
Indenture Act that are required or deemed to be part of this Trust Agreement and
shall, to the extent applicable, be governed by such provisions.

     (b) The Property Trustee shall be the only Trustee which is a trustee for
the purposes of the Trust Indenture Act.

     (c) If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required or deemed to be included in this Trust
Agreement by any of the provisions of the Trust Indenture Act, such required or
deemed provision shall control. If any provision of this Trust Agreement
modifies or excludes any provision of the Trust Indenture Act which may be so
modified or excluded, the latter provision shall be deemed to apply to this
Trust Agreement as so modified or excluded, as the case may be.

     (d) The application of the Trust Indenture Act to this Trust Agreement
shall not affect the nature of the Trust Securities as equity securities
representing undivided beneficial interests in the assets of the Trust.

     SECTION 10.12. Acceptance of Terms of Trust Agreement, Guarantee and
Indenture.

     THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY
OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE
OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL
ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN
SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND
AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND
THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH
SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST
AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND
SUCH SECURITYHOLDER AND SUCH OTHERS.


                                      -55-




<PAGE>

     SECTION 10.13. Characterization

     Each of the Depositor, the Property Trustee, each Administrative Trustee,
the Bank, the Holders and beneficial owners of the Trust Securities and each
other party hereto agrees, for U.S. federal income tax purposes, to treat the
Debentures as indebtedness of the Depositor, to treat the Trust as a grantor
trust and to treat the Trust Securities as evidence of a beneficial ownership
interest in the Debentures through a grantor trust unless a contrary treatment
is required by the Internal Revenue Service or a court of competent
jurisdiction.

     SECTION 10.14. Counterparts.

     This Trust Agreement may contain more than one counterpart of the signature
page and this Trust Agreement may be executed by the affixing of the signature
of each of the Trustees on one of such counterpart signature pages. All of such
counterpart signature pages shall be read as though one, and they shall have the
same force and effect as though all of the signers had signed a single signature
page.


                                      -56-




<PAGE>

     IN WITNESS WHEREOF, the undersigned have caused this Amended and Restated
Trust Agreement to be executed as of the day and year first above written.

                                        FIRST TENNESSEE NATIONAL CORPORATION


                                        By: /s/ Marlin L. Mosby, III
                                            ------------------------------------
                                            Name:  Marlin L. Mosby, III
                                            Title: Executive Vice President and
                                                   Chief Executive Officer

Attest:

/s/ Clyde A. Billings, Jr.
- ------------------------------
Name:  Clyde A. Billings, Jr.
Title: Senior Vice President


                                        THE BANK OF NEW YORK,
                                          as Property Trustee


                                        By: /s/ Barbara Bevelaqua
                                            ------------------------------------
                                            Name:  Barbara Bevelaqua
                                            Title: Vice President

Attest:

/s/ Louis P. Young
- -------------------------
Name:  Louis P. Young
Title: Vice President




<PAGE>

                                        THE BANK OF NEW YORK (DELAWARE)
                                          as Delaware Trustee


                                        By: /s/ Patrick Burns
                                            ------------------------------------
                                            Name:  Patrick Burns
                                            Title: Senior Vice President


                                        /s/ Milton A. Gutelius, Jr.
                                        ----------------------------------------
                                        Milton A. Gutelius, Jr.
                                           as Administrative Trustee

Attest:

/s/ Clyde A. Billings, Jr.
- ------------------------------
Name:  Clyde A. Billings, Jr.
Title: Senior Vice President

                                        /s/ Marlin L. Mosby, III
                                        ----------------------------------------
                                        Marlin L. Mosby, III
                                           as Administrative Trustee

/s/ Clyde A. Billings, Jr.
- ------------------------------
Name:  Clyde A. Billings, Jr.
Title: Senior Vice President




<PAGE>

STATE OF  TENNESSEE )
                    ) : ss.:
COUNTY OF SHELBY    )

     On the 29th day of March, 2004, before me personally came Marlin L.
Mosby, III, to me known, who, being by me duly sworn, did depose and say that
he/she is Executive Vice President and Chief Financial Officer of First
Tennessee National Corporation, one of the corporations described in and which
executed the foregoing instrument, and that he/she signed his/her name thereto
pursuant to authority of the Board of Directors of said corporation.


                                        /s/ Debra A. Forrester
                                        ---------------------------------------
                                                      Notary Public

STATE OF NEW YORK     )
                      ) : ss.:
COUNTY OF NEW YORK    )

     On the 29th day of March, 2004, before me personally came Barbara
Bevelaqua, to me known, who, being by me duly sworn, did depose and say that
he/she is Vice President of The Bank of New York, one of the corporations
described in and which executed the foregoing instrument, and that he/she
signed his/her name thereto pursuant to the bylaws of said corporation.


                                        /s/ Lucille Mercurio
                                        ----------------------------------------
                                                      Notary Public

STATE OF DELAWARE     )
                      ) : ss.:
COUNTY OF NEW CASTLE  )

     On the 29th day of March, 2004, before me personally came Patrick
J. Burns, Sr., to me known, who, being by me duly sworn, did depose and
say that he/she is Senior Vice President of The Bank of New York (Delaware),
one of the corporations described in and which executed the foregoing
instrument, and that he/she signed his/her name thereto pursuant to the
bylaws of said corporation.


                                        /s/ Kristine K. Gullo
                                        ----------------------------------------
                                                      Notary Public




<PAGE>

STATE OF TENNESSEE   )
                     ) : ss.:
COUNTY OF SHELBY     )

     On the 29th day of March, 2004, before me personally came Milton A.
Gutelius, Jr., to me known, who, being by me duly sworn, did depose and say
that he/she executed the foregoing instrument.


                                        /s/ Debra A. Forrester
                                        ----------------------------------------
                                                      Notary Public

STATE OF TENNESSEE     )
                       ) : ss.:
COUNTY OF SHELBY       )

     On the 29th day of March, 2004, before me personally came Marlin L.
Mosby, III, to me known, who, being by me duly sworn, did depose and say that
he/she executed the foregoing instrument.


                                        /s/ Debra A. Forrester
                                        ----------------------------------------
                                                      Notary Public




<PAGE>

                                                                       EXHIBIT A

                              CERTIFICATE OF TRUST

                                       OF

                           FIRST TENNESSEE CAPITAL II

          This Certificate of Trust of First Tennessee Capital II (the "Trust"),
dated December 6, 1996, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. 'SS' 3801 et seq.).

          1. Name. The name of the business trust being formed hereby is First
Tennessee Capital II.

          2. Delaware Trustee. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware is The
Bank of New York (Delaware), 400 White Clay Center, Route 273, Newark, Delaware
19711.

          3. Effective Date. This Certificate of Trust shall be effective upon
the filing of this Certificate of Trust.

          IN WITNESS WHEREOF, the undersigned trustee of the Trust, has executed
this Certificate of Trust as of the date first above written.

                                        THE BANK OF NEW YORK (DELAWARE), as
                                        Trustee


                                        By: MELISSA J. BENDUCE
                                            ------------------------------------
                                            Name:  Melissa J. Benduce
                                            Title: Assistant Vice President


                                        ELBERT L. THOMAS, JR., as Trustee


                                        By: Elbert L. Thomas, Jr.
                                            ------------------------------------


                                        TERESA A. FEHRMAN, as Trustee


                                        By: Teresa A. Fehrman
                                            ------------------------------------


                                      A-1




<PAGE>

                                                                       EXHIBIT B

          This Capital Security is a Global Certificate within the meaning of
the Trust Agreement hereinafter referred to and is registered in the name of The
Depository Trust Company, a New York corporation (55 Water Street, New York, New
York) (the "Depository") or a nominee of the Depository. This Capital Security
is exchangeable for Capital Securities registered in the name of a person other
than the Depository or its nominee only in the limited circumstances described
in the Trust Agreement and no transfer of this Capital Security (other than a
transfer of this Capital Security as a whole by the Depository to a nominee of
the Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository) may be registered except in limited circumstances.

          Unless this Capital Security is presented by an authorized
representative of the Depository to First Tennessee Capital II or its agent for
registration of transfer, exchange or payment, and any Capital Security issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of the Depository (and any payment hereon is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of the Depository), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.

CERTIFICATE NUMBER
      CAP-1
                                                    NUMBER OF CAPITAL SECURITIES
                                                               200,000

                              CUSIP NO. 33716P AA 8

                    CERTIFICATE EVIDENCING CAPITAL SECURITIES

                                       OF

                           FIRST TENNESSEE CAPITAL II

                            6.30% CAPITAL SECURITIES,
                                    SERIES B
                (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)


                                      B-1




<PAGE>

          First Tennessee Capital II, a statutory trust formed under the laws of
the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the
"Holder") is the registered owner of TWO HUNDRED THOUSAND (200,000) capital
securities of the Trust representing an undivided preferred beneficial interest
in the assets of the Trust and designated the First Tennessee Capital II 6.30%
Capital Securities, Series B (liquidation amount $1,000 per Capital Security)
(the "Capital Securities"). The Capital Securities are transferable on the books
and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section 5.4 of the Trust Agreement (as defined below). The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Capital Securities are set forth in, and this certificate and
the Capital Securities represented hereby are issued and shall in all respects
be subject to the terms and provisions of, the Amended and Restated Trust
Agreement of the Trust, dated as of March 29, 2004, as the same may be amended
from time to time (the "Trust Agreement") including the designation of the terms
of Capital Securities as set forth therein. The Holder is entitled to the
benefits of the Guarantee Agreement entered into by First Tennessee National
Corporation, a Tennessee corporation (the "Company"), and The Bank of New York,
as guarantee trustee, dated as of March 29, 2004, (the "Guarantee"), to the
extent provided therein, together with the obligations of the Company under the
Trust Agreement, the Company's 6.30% Junior Subordinated Deferrable Interest
Debentures, Series B (the "Debentures"), and the Indenture related to such
Debentures. The Trust will furnish a copy of the Trust Agreement and the
Guarantee to the Holder without charge upon written request to the Trust at its
principal place of business or registered office.

          Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

          By acceptance of this certificate, the Holder agrees to treat, for
U.S. federal income tax purposes, the Debentures as indebtedness and the Capital
Securities as evidence of undivided beneficial ownership in the Debentures
through a grantor trust unless a contrary treatment is required by the Internal
Revenue Service or a court of competent jurisdiction




<PAGE>

          IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust
has executed this certificate as of this 29th day of March, 2004.

                                        FIRST TENNESSEE CAPITAL II


                                        By:
                                            ------------------------------------
                                            Name: Marlin L. Mosby, III
                                            Administrative Trustee




<PAGE>

          This certificate evidences the Capital Securities of the Trust
referred to in the within-mentioned Trust Agreement.

Dated:  March 29, 2004

                                        THE BANK OF NEW YORK,
                                          as Property Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:




<PAGE>

                                   ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned assigns and transfers this Capital
Security to:

- --------------------------------------------------------------------------------
(Insert assignee's social security or tax identification number)

- --------------------------------------------------------------------------------
                   (Insert address and zip code of assignee)

- --------------------------------------------------------------------------------
and irrevocably appoints

- --------------------------------------------------------------------------------
agent to transfer this Capital Security Certificate on the books of the Trust.
The agent may substitute another to act for him or her.

- --------------------------------------------------------------------------------
Date:


- --------------------------------------------------------------------------------
Signature:


- --------------------------------------------------------------------------------
(Sign exactly as your name appears on the other side of this Capital Security
Certificate)


- --------------------------------------------------------------------------------
The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.





<PAGE>

                                                                       EXHIBIT C

             THIS CERTIFICATE AND THE COMMON SECURITIES REPRESENTED
              HEREBY ARE NOT TRANSFERABLE TO A PERSON WHO IS NOT A
                        WHOLLY OWNED SUBSIDIARY OF HOLDER

Certificate Number: R-1                       Number of Common Securities: 6,186

                    Certificate Evidencing Common Securities

                                       of

                           First Tennessee Capital II

                             6.30% Common Securities
                 (Liquidation Amount $1,000 per Common Security)

     First Tennessee Capital II, a statutory trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that First Tennessee National
Corporation (the "Holder") is the registered owner of 6,186 common securities of
the Trust representing beneficial ownership interests of the Trust and
designated the 6.30% Common Securities (Liquidation Amount $1,000 per Common
Security) (the "Common Securities"). In accordance with Section 5.10 of the
Trust Agreement (as defined below) the Common Securities are not transferable
and any attempted transfer hereof shall be void. The designations, rights,
privileges, restrictions, preferences, obligations and other terms and
provisions of the Common Securities are set forth in, and this certificate and
the Common Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Trust Agreement
of the Trust dated as of March 29, 2004, as the same may be amended from time to
time (the "Trust Agreement") including the designation of the terms of the
Common Securities as set forth therein. The Trust will furnish a copy of the
Trust Agreement to the Holder without charge upon written request to the Trust
at its principal place of business or registered office.

     Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder and by acceptance hereof
agrees to the provisions of (i) the Guarantee Agreement entered into by the
Holder and The Bank of New York, a New York banking corporation ("The Bank of
New York"), as guarantee trustee, dated as


                                      C-1




<PAGE>

of March 29, 2004, and (ii) the Indenture entered into by the Holder and The
Bank of New York, as trustee, dated as of December 30, 1996.

     By acceptance of this certificate, the Holder agrees to treat, for U.S.
federal income tax purposes, the 6.30% Deferrable Interest Junior Subordinated
Debentures, Series B, of the Holder as indebtedness and the Common Securities as
evidence of undivided beneficial ownership of the Debentures through a grantor
trust unless a contrary treatment is required by the Internal Revenue Service or
a court of competent jurisdiction.


                                      C-2




<PAGE>

     IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this 29th day of March, 2004.

                                        FIRST TENNESSEE CAPITAL II


                                        By:
                                             -----------------------------------
                                             Name: Marlin L. Mosby, III
                                             Administrative Trustee

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>6
<FILENAME>ex4-3.txt
<DESCRIPTION>EXHIBIT 4.3
<TEXT>

<PAGE>

                                                                Exhibit 4.3

This Capital Security is a Global Certificate within the meaning of the Trust
Agreement hereinafter referred to and is registered in the name of The
Depository Trust Company, a New York corporation (55 Water Street, New York, New
York) (the "Depository") or a nominee of the Depository. This Capital Security
is exchangeable for Capital Securities registered in the name of a person other
than the Depository or its nominee only in the limited circumstances described
in the Trust Agreement and no transfer of this Capital Security (other than a
transfer of this Capital Security as a whole by the Depository to a nominee of
the Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository) may be registered except in limited circumstances.

Unless this Capital Security is presented by an authorized representative of the
Depository to First Tennessee Capital II or its agent for registration of
transfer, exchange or payment, and any Capital Security issued is registered in
the name of Cede & Co. or in such other name as is requested by an authorized
representative of the Depository (and any payment hereon is made to Cede & Co.
or to such other entity as is requested by an authorized representative of the
Depository), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.

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

CERTIFICATE NUMBER
      CAP-1

- --------------------------------------------------------------------------------
                                                    NUMBER OF CAPITAL SECURITIES
                                                                200,000

- --------------------------------------------------------------------------------
                              CUSIP NO. 33716P AA 8

- --------------------------------------------------------------------------------
                    CERTIFICATE EVIDENCING CAPITAL SECURITIES

- --------------------------------------------------------------------------------
                                       OF

- --------------------------------------------------------------------------------
                           FIRST TENNESSEE CAPITAL II

- --------------------------------------------------------------------------------
                            6.30% CAPITAL SECURITIES,
                                    SERIES B
                (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)

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




<PAGE>

First Tennessee Capital II, a statutory trust formed under the laws of the State
of Delaware (the "Trust"), hereby certifies that Cede & Co. (the "Holder") is
the registered owner of TWO HUNDRED THOUSAND (200,000) capital securities of the
Trust representing an undivided preferred beneficial interest in the assets of
the Trust and designated the First Tennessee Capital II 6.30% Capital
Securities, Series B (liquidation amount $1,000 per Capital Security) (the
"Capital Securities"). The Capital Securities are transferable on the books and
records of the Trust, in person or by a duly authorized attorney, upon surrender
of this certificate duly endorsed and in proper form for transfer as provided in
Section 5.4 of the Trust Agreement (as defined below). The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Capital Securities are set forth in, and this certificate and the Capital
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust, dated as of March 29, 2004, as the same may be amended from time to time
(the "Trust Agreement") including the designation of the terms of Capital
Securities as set forth therein. The Holder is entitled to the benefits of the
Guarantee Agreement entered into by First Tennessee National Corporation, a
Tennessee corporation (the "Company"), and The Bank of New York, as guarantee
trustee, dated as of March 29, 2004, (the "Guarantee"), to the extent provided
therein, together with the obligations of the Company under the Trust Agreement,
the Company's 6.30% Junior Subordinated Deferrable Interest Debentures, Series B
(the "Debentures"), and the Indenture related to such Debentures. The Trust will
furnish a copy of the Trust Agreement and the Guarantee to the Holder without
charge upon written request to the Trust at its principal place of business or
registered office.

Upon receipt of this certificate, the Holder is bound by the Trust Agreement and
is entitled to the benefits thereunder.

By acceptance of this certificate, the Holder agrees to treat, for U.S. federal
income tax purposes, the Debentures as indebtedness and the Capital Securities
as evidence of undivided beneficial ownership in the Debentures through a
grantor trust unless a contrary treatment is required by the Internal Revenue
Service or a court of competent jurisdiction




<PAGE>

IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has executed
this certificate as of this 29th day of March, 2004.

                                      FIRST TENNESSEE CAPITAL II


                                      By: /s/ Marlin L. Mosby, III
                                          --------------------------------------
                                          Name: Marlin L. Mosby, III
                                          Administrative Trustee





<PAGE>

          This certificate evidences the Capital Securities of the Trust
referred to in the within-mentioned Trust Agreement.

Dated: March 29, 2004

                                      THE BANK OF NEW YORK,
                                         as Property Trustee


                                      By: /s/ Barbara Bevelaqua
                                          --------------------------------------
                                          Name: Barbara Bevelaqua
                                          Title: Vice President


                                       4




<PAGE>

                                   ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned assigns and transfers this Capital
Security to:

- --------------------------------------------------------------------------------
(Insert assignee's social security or tax identification number)

- --------------------------------------------------------------------------------
                       (Insert address and zip code of assignee)

- --------------------------------------------------------------------------------
and irrevocably appoints

- --------------------------------------------------------------------------------
agent to transfer this Capital Security Certificate on the books of the Trust.
The agent may substitute another to act for him or her.

- --------------------------------------------------------------------------------
Date:


- --------------------------------------------------------------------------------
Signature:

- --------------------------------------------------------------------------------
(Sign exactly as your name appears on the other side of this Capital Security
Certificate)


- --------------------------------------------------------------------------------
The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.


                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>7
<FILENAME>ex4-4.txt
<DESCRIPTION>EXHIBIT 4.4
<TEXT>

<PAGE>

                                                                    Exhibit 4.4

================================================================================

                               GUARANTEE AGREEMENT

                                     Between

                      FIRST TENNESSEE NATIONAL CORPORATION
                                 (as Guarantor)

                                       and

                              THE BANK OF NEW YORK
                                  (as Trustee)

                                   dated as of

                                 March 29, 2004

================================================================================




<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Section of
Trust Indenture Act                                                     Section of
of 1939, as amended                                                Guarantee Agreement
- -------------------                                                -------------------
<S>                                                                   <C>
310(a)..........................................................      4.1(a)
310(b)..........................................................      4.1(c), 2.8
310(c)..........................................................      Inapplicable
311(a)..........................................................      2.2(b)
311(b)..........................................................      2.2(b)
311(c)..........................................................      Inapplicable
312(a)..........................................................      2.2(a)
312(b)..........................................................      2.2(b)
313.............................................................      2.3
314(a)..........................................................      2.4
314(b)..........................................................      Inapplicable
314(c)..........................................................      2.5
314(d)..........................................................      Inapplicable
314(e)..........................................................      1.1, 2.5, 3.2
314(f)..........................................................      2.1, 3.2
315(a)..........................................................      3.1(d)
315(b)..........................................................      2.7
315(c)..........................................................      3.1
315(d)..........................................................      3.1(d)
316(a)..........................................................      1.1, 2.6, 5.4
316(b)..........................................................      5.3
316(c)..........................................................      8.2
317(a)..........................................................      Inapplicable
317(b)..........................................................      Inapplicable
318(a)..........................................................      2.1(b)
318(b)..........................................................      2.1
318(c)..........................................................      2.1(a)
</TABLE>

- ----------
*    This Cross-Reference Table does not constitute part of the Guarantee
     Agreement and shall not affect the interpretation of any of its terms or
     provisions.




<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                      Page
                                                                                      ----
<S>                                                                                    <C>
ARTICLE I.  DEFINITIONS............................................................     1
   Section 1.1.   Definitions......................................................     1

ARTICLE II.  TRUST INDENTURE ACT...................................................     3
   Section 2.1.   Trust Indenture Act; Application.................................     3
   Section 2.2.   List of Holders..................................................     4
   Section 2.3.   Reports by the Guarantee Trustee.................................     4
   Section 2.4.   Periodic Reports to the Guarantee Trustee........................     4
   Section 2.5.   Evidence of Compliance with Conditions Precedent.................     5
   Section 2.6.   Events of Default; Waiver........................................     5
   Section 2.7.   Event of Default; Notice.........................................     5
   Section 2.8.   Conflicting Interests............................................     5

ARTICLE III.  POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE...................     5
   Section 3.1.   Powers and Duties of the Guarantee Trustee.......................     5
   Section 3.2.   Certain Rights of Guarantee Trustee..............................     7
   Section 3.3.   Indemnity........................................................     8

ARTICLE IV.  GUARANTEE TRUSTEE.....................................................     9
   Section 4.1.   Guarantee Trustee: Eligibility...................................     9
   Section 4.2.   Appointment, Removal and Resignation of the Guarantee Trustee....     9

ARTICLE V.  GUARANTEE..............................................................    10
   Section 5.1.   Guarantee........................................................    10
   Section 5.2.   Waiver of Notice and Demand......................................    10
   Section 5.3.   Obligations Not Affected.........................................    10
   Section 5.4.   Rights of Holders................................................    11
   Section 5.5.   Guarantee of Payment.............................................    12
   Section 5.6.   Subrogation......................................................    12
   Section 5.7.   Independent Obligations..........................................    12

ARTICLE VI.  COVENANTS AND SUBORDINATION...........................................    12
   Section 6.1.   Subordination....................................................    12
   Section 6.2.   Pari Passu Guarantees............................................    12

ARTICLE VII.  TERMINATION..........................................................    13
   Section 7.1.   Termination......................................................    13

ARTICLE VIII.  MISCELLANEOUS.......................................................    13
   Section 8.1.   Successors and Assigns...........................................    13
   Section 8.2.   Amendments.......................................................    13
   Section 8.3.   Notices..........................................................    13
   Section 8.4.   Benefit..........................................................    14
   Section 8.5.   Interpretation...................................................    14
   Section 8.6.   Governing Law....................................................    15
</TABLE>




<PAGE>

                               GUARANTEE AGREEMENT

     This GUARANTEE AGREEMENT, dated as of March 29, 2004, is executed and
delivered by FIRST TENNESSEE NATIONAL CORPORATION, a Tennessee corporation (the
"Guarantor") having its principal office at 165 Madison Avenue, Memphis,
Tennessee 38103 and THE BANK OF NEW YORK, a New York banking corporation, as
trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined
herein) from time to time of the Capital Securities and Common Securities (each
as defined herein and together, the "Securities") of First Tennessee Capital II,
a Delaware statutory trust (the "Issuer").

     WHEREAS, pursuant to an Amended and Restated Trust Agreement, dated as of
March 29, 2004 (the "Trust Agreement"), among the Guarantor, as Depositor, the
Guarantee Trustee, as Property Trustee, the Delaware Trustee named therein, the
Administrative Trustees named therein and the Holders from time to time of
undivided beneficial interests in the assets of the Issuer, the Issuer is
issuing $200,000,000 aggregate Liquidation Amount (as defined in the Trust
Agreement) of its 6.30% Capital Securities, Series B, Liquidation Amount $1,000
per security (the "Capital Securities") representing preferred undivided
beneficial interests in the assets of the Issuer and having the terms set forth
in the Trust Agreement;

     WHEREAS, the Capital Securities will be issued by the Issuer and the
proceeds thereof, together with the proceeds from the issuance of the Issuer's
Common Securities (as defined herein), will be used to purchase the Debentures
(as defined in the Trust Agreement) of the Guarantor which will be deposited
with The Bank of New York, as Property Trustee under the Trust Agreement, as
trust assets; and

     WHEREAS, as incentive for the Holders to purchase Securities the Guarantor
desires irrevocably and unconditionally to agree, to the extent set forth
herein, to pay to the Holders of the Securities the Guarantee Payments (as
defined herein) and to make certain other payments on the terms and conditions
set forth herein.

     NOW, THEREFORE, in consideration of the purchase by each Holder of
Securities, which purchase the Guarantor hereby agrees shall benefit the
Guarantor, the Guarantor executes and delivers this Guarantee Agreement for the
benefit of the Holders from time to time of the Securities.

                             ARTICLE I. DEFINITIONS

     Section 1.1. Definitions.

     As used in this Guarantee Agreement, the terms set forth below shall,
unless the context otherwise requires, have the following meanings. Capitalized
or otherwise defined terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Trust Agreement as in effect on the date
hereof.




<PAGE>

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; provided, however, that an Affiliate of the
Guarantor shall not be deemed to be an Affiliate of the Issuer. For the purposes
of this definition, "control" when used with respect to any specified Person
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

     "Common Securities" means the securities representing common undivided
beneficial interests in the assets of the Issuer.

     "Event of Default" means a default by the Guarantor on any of its payment
or other obligations under this Guarantee Agreement; provided, however, that,
except with respect to a default in payment of any Guarantee Payments, the
Guarantor shall have received notice of default and shall not have cured such
default within 90 days after receipt of such notice.

     "Guarantee Payments" means the following payments or distributions, without
duplication, with respect to the Securities, to the extent not paid or made by
or on behalf of the Issuer: (i) any accumulated and unpaid Distributions (as
defined in the Trust Agreement) required to be paid on the Securities, to the
extent the Issuer shall have funds on hand available therefor at such time, (ii)
the redemption price, including all accrued and unpaid Distributions to the date
of redemption (the "Redemption Price"), with respect to any Securities called
for redemption by the Issuer, to the extent the Issuer shall have funds on hand
available therefor at such time, and (iii) upon a voluntary or involuntary
termination, winding up or liquidation of the Issuer, unless Debentures are
distributed to the Holders, the lesser of (a) the aggregate of the Liquidation
Amount plus accrued and unpaid Distributions to the date of payment, to the
extent the Issuer shall have funds on hand available therefor at such time and
(b) the amount of assets of the Issuer remaining available for distribution to
Holders in liquidation of the Issuer after satisfaction of liabilities to
creditors of the Issuer as required by applicable law (in either case, the
"Liquidation Distribution").

     "Guarantee Trustee" means The Bank of New York, until a Successor Guarantee
Trustee has been appointed and has accepted such appointment pursuant to the
terms of this Guarantee Agreement, and thereafter means each such Successor
Guarantee Trustee.

     "Holder" means any holder, as registered on the books and records of the
Issuer, of any Securities; provided, however, that in determining whether the
holders of the requisite percentage of Securities have given any request,
notice, consent or waiver hereunder, "Holder" shall not include the Guarantor,
the Guarantee Trustee, or any Affiliate of the Guarantor or the Guarantee
Trustee.

     "Indenture" means the Junior Subordinated Indenture dated as of December
30, 1996, as supplemented and amended between the Guarantor and The Bank of New
York, as trustee.

     "List of Holders" has the meaning specified in Section 2.2(a).


                                      -2-




<PAGE>

     "Majority in aggregate Liquidation Amount of the Securities" means, except
as provided by the Trust Indenture Act, a vote by the Holder(s), voting
separately as a class, of more than 50% of the aggregate Liquidation Amount of
all then outstanding Securities issued by the Issuer.

     "Officers' Certificate" means, with respect to any Person, a certificate
signed by the Chairman or a Vice Chairman of the Board of Directors of such
Person or the President or a Vice President of such Person, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
such Person, and delivered to the Guarantee Trustee. Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Guarantee Agreement shall include:

     (a) a statement that each officer signing the Officers' Certificate has
read the covenant or condition and the definitions relating thereto;

     (b) a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers' Certificate;

     (c) a statement that each officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

     (d) a statement as to whether, in the opinion of each officer, such
condition or covenant has been complied with.

     "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "Responsible Officer" when used with respect to the Guarantee Trustee means
any officer of the Guarantee Trustee assigned by the Guarantee Trustee from time
to time to administer its corporate trust matters.

     "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.

                        ARTICLE II. TRUST INDENTURE ACT

     Section 2.1. Trust Indenture Act; Application.

     (a) This Guarantee Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Guarantee Agreement and
shall, to the extent applicable, be governed by such provisions.


                                      -3-




<PAGE>

     (b) If and to the extent that any provision of this Guarantee Agreement
limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

     Section 2.2. List of Holders.

     (a) The Guarantor will furnish or cause to be furnished to the Guarantee
Trustee:

          (i) semi-annually, not more than 15 days after January 15 and July 15
     in each year, a list, in such form as the Guarantee Trustee may reasonably
     require, of the names and addresses of the Holders as of such January 1 and
     July 1, and

          (ii) at such other times as the Guarantee Trustee may request in
     writing, within 30 days after the receipt by the Guarantor of any such
     request, a list of similar form and content as of a date not more than 15
     days prior to the time such list is furnished,

     excluding from any such list names and addresses received by the Guarantee
     Trustee in its capacity as Securities Registrar.

     (b) The Guarantee Trustee shall comply with its obligations under Section
311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.

     Section 2.3. Reports by the Guarantee Trustee.

     The Guarantee Trustee shall transmit to Holders such reports concerning the
Guarantee Trustee and its actions under this Guarantee Agreement as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto. If required by Section 313(a) of the Trust Indenture
Act, the Guarantee Trustee shall, within sixty days after each May 15 following
the date of this Guarantee Agreement deliver to Holders a brief report, dated as
of such May 15, which complies with the provisions of such Section 313(a).

     Section 2.4. Periodic Reports to the Guarantee Trustee.

     The Guarantor shall provide to the Guarantee Trustee, the Securities and
Exchange Commission and the Holders such documents, reports and information, if
any, as required by Section 314 of the Trust Indenture Act and the compliance
certificate required by Section 314 of the Trust Indenture Act, in the form, in
the manner and at the times required by Section 314 of the Trust Indenture Act.
Delivery of such reports, information and documents to the Guarantee Trustee is
for informational purposes only and the Guarantee Trustee's receipt of such
shall not constitute constructive notice of any information contained therein,
including the Guarantor's compliance with any of its covenants hereunder (as to
which the Guarantee Trustee is entitled to rely exclusively on Officers'
Certificates).


                                      -4-




<PAGE>

     Section 2.5. Evidence of Compliance with Conditions Precedent.

     The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with such conditions precedent, if any, provided for in this
Guarantee Agreement that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be
given by an officer pursuant to Section 314(c)(1) may be given in the form of an
Officers' Certificate.

     Section 2.6. Events of Default; Waiver.

     The Holders of a Majority in aggregate Liquidation Amount of the Securities
may, by vote, on behalf of the Holders, waive any past Event of Default and its
consequences. Upon such waiver, any such Event of Default shall cease to exist,
and any Event of Default arising therefrom shall be deemed to have been cured,
for every purpose of this Guarantee Agreement, but no such waiver shall extend
to any subsequent or other default or Event of Default or impair any right
consequent therefrom.

     Section 2.7. Event of Default; Notice.

     (a) The Guarantee Trustee shall, within 90 days after the occurrence of an
Event of Default, transmit by mail, first class postage prepaid, to the Holders,
notices of all Events of Default actually known to the Guarantee Trustee, unless
such defaults have been cured before the giving of such notice, provided, that,
except in the case of a default in the payment of a Guarantee Payment, the
Guarantee Trustee shall be protected in withholding such notice if and so long
as the Board of Directors, the executive committee or a trust committee of the
Board of Directors and/or Responsible Officers of the Guarantee Trustee in good
faith determines that the withholding of such notice is in the interests of the
Holders.

     (b) The Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless the Guarantee Trustee shall have received written
notice, or a Responsible Officer charged with the administration of this
Guarantee Agreement shall have obtained written notice, of such Event of
Default.

     Section 2.8. Conflicting Interests.

     The Trust Agreement shall be deemed to be specifically described in this
Guarantee Agreement for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.

        ARTICLE III. POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

     Section 3.1. Powers and Duties of the Guarantee Trustee.

     (a) This Guarantee Agreement shall be held by the Guarantee Trustee for the
benefit of the Holders, and the Guarantee Trustee shall not transfer this
Guarantee Agreement to any


                                      -5-




<PAGE>

Person except a Holder exercising his or her rights pursuant to Section 5.4(iv)
or to a Successor Guarantee Trustee on acceptance by such Successor Guarantee
Trustee of its appointment to act as Successor Guarantee Trustee. The right,
title and interest of the Guarantee Trustee shall automatically vest in any
Successor Guarantee Trustee, upon acceptance by such Successor Guarantee Trustee
of its appointment hereunder, and such vesting and cessation of title shall be
effective whether or not conveyancing documents have been executed and delivered
pursuant to the appointment of such Successor Guarantee Trustee.

     (b) If an Event of Default has occurred and is continuing, the Guarantee
Trustee shall enforce this Guarantee Agreement for the benefit of the Holders.

     (c) The Guarantee Trustee, before the occurrence of any Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Guarantee Agreement, and no implied covenants shall be read into this Guarantee
Agreement against the Guarantee Trustee. In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 2.6), the
Guarantee Trustee shall exercise such of the rights and powers vested in it by
this Guarantee Agreement, and use the same degree of care and skill in its
exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

     (d) No provision of this Guarantee Agreement shall be construed to relieve
the Guarantee Trustee from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:

          (i) prior to the occurrence of any Event of Default and after the
     curing or waiving of all such Events of Default that may have occurred:

          (A) the duties and obligations of the Guarantee Trustee shall be
     determined solely by the express provisions of this Guarantee Agreement,
     and the Guarantee Trustee shall not be liable, except for the performance
     of such duties and obligations as are specifically set forth in this
     Guarantee Agreement; and

          (B) in the absence of bad faith on the part of the Guarantee Trustee,
     the Guarantee Trustee may conclusively rely, as to the truth of the
     statements and the correctness of the opinions expressed therein, upon any
     certificates or opinions furnished to the Guarantee Trustee and conforming
     to the requirements of this Guarantee Agreement; but in the case of any
     such certificates or opinions that by any provision hereof or of the Trust
     Indenture Act are specifically required to be furnished to the Guarantee
     Trustee, the Guarantee Trustee shall be under a duty to examine the same to
     determine whether or not they conform to the requirements of this Guarantee
     Agreement;

          (ii) the Guarantee Trustee shall not be liable for any error of
     judgment made in good faith by a Responsible Officer of the Guarantee
     Trustee, unless it shall be proved that the Guarantee Trustee was negligent
     in ascertaining the pertinent facts upon which such judgment was made;


                                      -6-




<PAGE>

          (iii) the Guarantee Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance with
     the direction of the Holders of not less than a Majority in aggregate
     Liquidation Amount of the Securities relating to the time, method and place
     of conducting any proceeding for any remedy available to the Guarantee
     Trustee, or exercising any trust or power conferred upon the Guarantee
     Trustee under this Guarantee Agreement; and

          (iv) no provision of this Guarantee Agreement shall require the
     Guarantee Trustee to expend or risk its own funds or otherwise incur
     personal financial liability in the performance of any of its duties or in
     the exercise of any of its rights or powers, if the Guarantee Trustee shall
     have reasonable grounds for believing that the repayment of such funds or
     liability is not reasonably assured to it under the terms of this Guarantee
     Agreement or adequate indemnity against such risk or liability is not
     reasonably assured to it.

     Section 3.2. Certain Rights of Guarantee Trustee.

     (a) Subject to the provisions of Section 3.1:

          (i) The Guarantee Trustee may rely and shall be fully protected in
     acting or refraining from acting upon any resolution, certificate,
     statement, instrument, opinion, report, notice, request, direction,
     consent, order, bond, debenture, note, other evidence of indebtedness or
     other paper or document reasonably believed by it to be genuine and to have
     been signed, sent or presented by the proper party or parties.

          (ii) Any direction or act of the Guarantor contemplated by this
     Guarantee Agreement shall be sufficiently evidenced by an Officers'
     Certificate unless otherwise prescribed herein.

          (iii) Whenever, in the administration of this Guarantee Agreement, the
     Guarantee Trustee shall deem it desirable that a matter be proved or
     established before taking, suffering or omitting to take any action
     hereunder, the Guarantee Trustee (unless other evidence is herein
     specifically prescribed) may, in the absence of bad faith on its part,
     request and rely upon an Officers' Certificate which, upon receipt of such
     request from the Guarantee Trustee, shall be promptly delivered by the
     Guarantor.

          (iv) The Guarantee Trustee may consult with legal counsel of its
     selection, and the written advice or opinion of such legal counsel with
     respect to legal matters shall be full and complete authorization and
     protection in respect of any action taken, suffered or omitted to be taken
     by it hereunder in good faith and in accordance with such advice or
     opinion. Such legal counsel may be legal counsel to the Guarantor or any of
     its Affiliates and may be one of its employees. The Guarantee Trustee shall
     have the right at any time to seek instructions concerning the
     administration of this Guarantee Agreement from any court of competent
     jurisdiction.


                                      -7-




<PAGE>

          (v) The Guarantee Trustee shall be under no obligation to exercise any
     of the rights or powers vested in it by this Guarantee Agreement at the
     request or direction of any Holder, unless such Holder shall have provided
     to the Guarantee Trustee such adequate security and indemnity as would
     satisfy a reasonable person in the position of the Guarantee Trustee,
     against the costs, expenses (including attorneys' fees and expenses) and
     liabilities that might be incurred by it in complying with such request or
     direction, including such reasonable advances as may be requested by the
     Guarantee Trustee; provided that, nothing contained in this Section
     3.2(a)(v) shall be taken to relieve the Guarantee Trustee, upon the
     occurrence of an Event of Default, of its obligation to exercise the rights
     and powers vested in it by this Guarantee Agreement.

          (vi) The Guarantee Trustee shall not be bound to make any
     investigation into the facts or matters stated in any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, debenture, note, other evidence of
     indebtedness or other paper or document, but the Guarantee Trustee, in its
     discretion, may make such further inquiry or investigation into such facts
     or matters as it may see fit.

          (vii) The Guarantee Trustee may execute any of the trusts or powers
     hereunder or perform any duties hereunder either directly or by or through
     its agents or attorneys, and the Guarantee Trustee shall not be responsible
     for any misconduct or negligence on the part of any such agent or attorney
     appointed with due care by it hereunder.

          (viii) Whenever in the administration of this Guarantee Agreement the
     Guarantee Trustee shall deem it desirable to receive written instructions
     with respect to enforcing any remedy or right or taking any other action
     hereunder, the Guarantee Trustee (A) may request instructions from the
     Holders, (B) may refrain from enforcing such remedy or right or taking such
     other action until such written instructions are received, and (C) shall be
     protected in acting in accordance with such written instructions.

          (ix) The Guarantee Trustee shall not be liable for any action taken,
     suffered, or omitted to be taken by it in good faith and reasonably
     believed by it to be authorized or within the discretion or rights or
     powers conferred upon it by this Guarantee Agreement.

     (b) No provision of this Guarantee Agreement shall be deemed to impose any
duty or obligation on the Guarantee Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it in any
jurisdiction in which it shall be illegal, or in which the Guarantee Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Guarantee Trustee
shall be construed to be a duty to act in accordance with such power and
authority.

     Section 3.3. Indemnity.

     The Guarantor agrees to indemnify the Guarantee Trustee for, and to hold it
harmless against, any loss, liability or expense incurred without negligence or
bad faith on the part of the Guarantee Trustee, arising out of or in connection
with the acceptance or administration of this


                                      -8-




<PAGE>

Guarantee Agreement, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder.

     In no event shall the Trustee be liable for any failure or delay in the
performance of its obligations hereunder because of circumstances beyond its
control, including, but not limited to, acts of God, flood, war (whether
declared or undeclared), terrorism, fire, riot, embargo, government action,
including any laws, ordinances, regulations, governmental action or the like
which delay, restrict or prohibit the providing of the services contemplated by
this Agreement.

                         ARTICLE IV. GUARANTEE TRUSTEE

     Section 4.1. Guarantee Trustee: Eligibility.

     (a) There shall at all times be a Guarantee Trustee which shall:

          (i) not be an Affiliate of the Guarantor; and

          (ii) be a Person that is eligible pursuant to the Trust Indenture Act
     to act as such and has a combined capital and surplus of at least
     $50,000,000, and shall be a corporation meeting the requirements of Section
     310(a) of the Trust Indenture Act. If such corporation publishes reports of
     condition at least annually, pursuant to law or to the requirements of the
     supervising or examining authority, then, for the purposes of this Section
     and to the extent permitted by the Trust Indenture Act, the combined
     capital and surplus of such corporation shall be deemed to be its combined
     capital and surplus as set forth in its most recent report of condition so
     published.

     (b) If at any time the Guarantee Trustee shall cease to be eligible to so
act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the
manner and with the effect set out in Section 4.2(c).

     (c) If the Guarantee Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Guarantee Trustee and Guarantor shall in all respects comply with the provisions
of Section 310(b) of the Trust Indenture Act.

     Section 4.2. Appointment, Removal and Resignation of the Guarantee Trustee.

     (a) Subject to Section 4.2(b), the Guarantee Trustee may be appointed or
removed without cause at any time by the Guarantor.

     (b) The Guarantee Trustee shall not be removed until a Successor Guarantee
Trustee has been appointed and has accepted such appointment by written
instrument executed by such Successor Guarantee Trustee and delivered to the
Guarantor. If an instrument of acceptance by a Successor Guarantee Trustee shall
not have been delivered to the Guarantee Trustee within 30 days after such
removal, the Guarantee Trustee being removed may petition any court of competent
jurisdiction for the appointment of a Successor Guarantee Trustee.


                                      -9-




<PAGE>

     (c) The Guarantee Trustee appointed hereunder shall hold office until a
Successor Guarantee Trustee shall have been appointed or until its removal or
resignation. The Guarantee Trustee may resign from office (without need for
prior or subsequent accounting) by an instrument in writing executed by the
Guarantee Trustee and delivered to the Guarantor, which resignation shall not
take effect until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by instrument in writing executed by such Successor
Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee
Trustee.

     (d) If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.2 within 60 days after
delivery to the Guarantor of an instrument of resignation, the resigning
Guarantee Trustee may petition, at the expense of the Guarantor, any court of
competent jurisdiction for appointment of a Successor Guarantee Trustee. Such
court may thereupon, after prescribing such notice, if any, as it may deem
proper, appoint a Successor Guarantee Trustee.

                              ARTICLE V. GUARANTEE

     Section 5.1. Guarantee.

     The Guarantor irrevocably and unconditionally agrees to pay in full to the
Holders the Guarantee Payments (without duplication of amounts theretofore paid
by or on behalf of the Issuer), as and when due, regardless of any defense,
right of set-off or counterclaim which the Issuer may have or assert. The
Guarantor's obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Guarantor to the Holders or by causing
the Issuer to pay such amounts to the Holders.

     Section 5.2. Waiver of Notice and Demand.

     The Guarantor hereby waives notice of acceptance of the Guarantee Agreement
and any liability to which it applies or may apply, presentment, demand for
payment, any right to require a proceeding first against the Guarantee Trustee,
Issuer or any other Person before proceeding against the Guarantor, protest,
notice of nonpayment, notice of dishonor, notice of redemption and all other
notices and demands.

     Section 5.3. Obligations Not Affected.

     The obligations, covenants, agreements and duties of the Guarantor under
this Guarantee Agreement shall in no way be affected or impaired by reason of
the happening from time to time of any of the following:

     (a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer of any express or implied agreement,
covenant, term or condition relating to the Securities to be performed or
observed by the Issuer;


                                      -10-




<PAGE>

     (b) the extension of time for the payment by the Issuer of all or any
portion of the Distributions (other than an extension of time for payment of
Distributions that results from the extension or deferral of any interest
payment period on the Debentures as provided in the Indenture), Redemption
Price, Liquidation Distribution or any other sums payable under the terms of the
Securities or the extension of time for the performance of any other obligation
under, arising out of, or in connection with, the Securities;

     (c) any failure, omission, delay or lack of diligence on the part of the
Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Securities, or any action
on the part of the Issuer granting indulgence or extension of any kind;

     (d) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Issuer or any of the assets of the
Issuer;

     (e) any invalidity of, or defect or deficiency in, the Securities;

     (f) the settlement or compromise of any obligation guaranteed hereby or
hereby incurred; or

     (g) any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor, it being the intent of
this Section 5.3 that the obligations of the Guarantor hereunder shall be
absolute and unconditional under any and all circumstances.

     There shall be no obligation of the Holders to give notice to, or obtain
the consent of, the Guarantor with respect to the happening of any of the
foregoing.

     Section 5.4. Rights of Holders.

     The Guarantor expressly acknowledges that: (i) this Guarantee Agreement
will be deposited with the Guarantee Trustee to be held for the benefit of the
Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee
Agreement on behalf of the Holders; (iii) the Holders of a Majority in aggregate
Liquidation Amount of the Securities have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Guarantee
Trustee in respect of this Guarantee Agreement or exercising any trust or power
conferred upon the Guarantee Trustee under this Guarantee Agreement; and (iv)
any Holder may institute a legal proceeding directly against the Guarantor to
enforce its rights under this Guarantee Agreement, without first instituting a
legal proceeding against the Guarantee Trustee, the Issuer or any other Person.


                                      -11-




<PAGE>

     Section 5.5. Guarantee of Payment.

     This Guarantee Agreement creates a guarantee of payment and not of
collection. This Guarantee Agreement will not be discharged except by payment of
the Guarantee Payments in full (without duplication of amounts theretofore paid
by the Issuer) or upon distribution of Debentures to Holders as provided in the
Trust Agreement.

     Section 5.6. Subrogation.

     The Guarantor shall be subrogated to all (if any) rights of the Holders
against the Issuer in respect of any amounts paid to the Holders by the
Guarantor under this Guarantee Agreement and shall have the right to waive
payment by the Issuer pursuant to Section 5.1; provided, however, that the
Guarantor shall not (except to the extent required by mandatory provisions of
law) be entitled to enforce or exercise any rights which it may acquire by way
of subrogation or any indemnity, reimbursement or other agreement, in all cases
as a result of payment under this Guarantee Agreement, if, at the time of any
such payment, any amounts are due and unpaid under this Guarantee Agreement. If
any amount shall be paid to the Guarantor in violation of the preceding
sentence, the Guarantor agrees to hold such amount in trust for the Holders and
to pay over such amount to the Holders.

     Section 5.7. Independent Obligations.

     The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Issuer with respect to the Securities and that the
Guarantor shall be liable as principal and as debtor hereunder to make Guarantee
Payments pursuant to the terms of this Guarantee Agreement notwithstanding the
occurrence of any event referred to in subsections (a) through (g), inclusive,
of Section 5.3 hereof.

                    ARTICLE VI. COVENANTS AND SUBORDINATION

     Section 6.1. Subordination.

     The obligations of the Guarantor under this Guarantee Agreement will
constitute unsecured obligations of the Guarantor and will rank (i) subordinate
and junior in right of payment to all Senior Indebtedness (as defined in the
Indenture) of the Guarantor, except those made pari passu or subordinate to such
obligations expressly by their terms, in the same manner as set forth in Article
XIII of the Indenture and (ii) senior to all capital stock now or hereafter
issued by the Guarantor, including the Guarantor's common stock.

     Section 6.2. Pari Passu Guarantees.

     The obligations of the Guarantor under this Guarantee Agreement shall rank
pari passu with the obligations of the Guarantor under any similar Guarantee
Agreements issued by the Guarantor on behalf of the holders of preferred
securities issued by any Trust (as defined in the Indenture).


                                      -12-




<PAGE>

                            ARTICLE VII. TERMINATION

     Section 7.1. Termination.

     This Guarantee Agreement shall terminate and be of no further force and
effect upon (i) full payment of the Redemption Price of all Securities, (ii) the
distribution of Debentures to the Holders in exchange for all of the Securities
or (iii) full payment of the amounts payable in accordance with the Trust
Agreement upon liquidation of the Issuer. Notwithstanding the foregoing, this
Guarantee Agreement will continue to be effective or will be reinstated, as the
case may be, if at any time any Holder must restore payment of any sums paid
with respect to Securities or this Guarantee Agreement.

                          ARTICLE VIII. MISCELLANEOUS

     Section 8.1. Successors and Assigns.

     All guarantees and agreements contained in this Guarantee Agreement shall
bind the successors, assigns, receivers, trustees and representatives of the
Guarantor and shall inure to the benefit of the Holders of the Securities then
outstanding. Except in connection with a consolidation, merger or sale involving
the Guarantor that is permitted under Article VIII of the Indenture and pursuant
to which the successor or assignee agrees in writing to perform the Guarantor's
obligations hereunder, the Guarantor shall not assign its obligations hereunder.

     Section 8.2. Amendments.

     Except with respect to any changes which do not adversely affect the rights
of the Holders in any material respect (in which case no consent of the Holders
will be required), this Guarantee Agreement may only be amended by the Guarantor
with the prior approval of the Holders of not less than a Majority in
Liquidation Amount of all the outstanding Securities provided that, any
amendment described in this Section 8.2 made solely to conform this Guarantee to
the final prospectus provided to investors in connection with the initial
offering of the Capital Securities will not be deemed to adversely affect the
rights of the Holders in any material respect. The provisions of Article VI of
the Trust Agreement concerning meetings of the Holders shall apply to the giving
of such approval.

     Section 8.3. Notices.

     Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied or mailed by first class mail as follows:

     (a) if given to the Guarantor, to the address set forth below or such other
address, facsimile number or to the attention of such other Person as the
Guarantor may give notice to the Holders:


                                      -13-




<PAGE>

          First Tennessee National Corporation
          165 Madison Avenue
          Memphis, Tennessee 38103

          Facsimile No.: (901) 523-4444
          Attention: Treasurer

     (b) if given to the Issuer, in care of the Guarantee Trustee, at the
Issuer's (and the Guarantee Trustee's) address set forth below or such other
address as the Guarantee Trustee on behalf of the Issuer may give notice to the
Holders:

          First Tennessee Capital II
          c/o First Tennessee National Corporation
          165 Madison Avenue
          Memphis, Tennessee  38103

          Facsimile No.: (901) 523-4234
          Attention: Administrative Trustees of
                     First Tennessee Capital II

          with a copy to:

          The Bank of New York
          101 Barclay Street, Floor 8 West
          New York, New York 10286

          Facsimile No.: 212 815 5915
          Attention: Corporate Trust Administration

     (c) if given to any Holder, at the address set forth on the books and
records of the Issuer.

     All notices hereunder shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

     Section 8.4. Benefit.

     This Guarantee Agreement is solely for the benefit of the Holders and is
not separately transferable from the Securities.

     Section 8.5. Interpretation.

     In this Guarantee Agreement, unless the context otherwise requires:


                                      -14-




<PAGE>

     (a) capitalized terms used in this Guarantee Agreement but not defined in
the preamble hereto have the respective meanings assigned to them in Section
1.1;

     (b) a term defined anywhere in this Guarantee Agreement has the same
meaning throughout;

     (c) all references to "the Guarantee Agreement" or "this Guarantee
Agreement" are to this Guarantee Agreement as modified, supplemented or amended
from time to time;

     (d) all references in this Guarantee Agreement to Articles and Sections are
to Articles and Sections of this Guarantee Agreement unless otherwise specified;

     (e) a term defined in the Trust Indenture Act has the same meaning when
used in this Guarantee Agreement unless otherwise defined in this Guarantee
Agreement or unless the context otherwise requires;

     (f) a reference to the singular includes the plural and vice versa; and

     (g) the masculine, feminine or neuter genders used herein shall include the
masculine, feminine and neuter genders.

     Section 8.6. Governing Law.

     THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
CONFLICT OF LAW PRINCIPLES THEREOF.


                                      -15-




<PAGE>

     This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

     THIS GUARANTEE AGREEMENT is executed as of the day and year first above
written.

                                         FIRST TENNESSEE NATIONAL CORPORATION


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

Attest:

/s/ Milton A. Gutelius, Jr.
- ------------------------------------
Name:  Milton A. Gutelius, Jr.
Title: Senior Vice President and
       Corporate Treasurer


                                         THE BANK OF NEW YORK
                                         as Guarantee Trustee


                                         By: /s/ Barbara Bevelaqua
                                             -----------------------------------
                                             Name:  Barbara Bevelaqua
                                             Title: Vice President

Attest:

/s/  Louis P. Young
- ------------------------------------
Name:  Louis P. Young
Title: Vice President




<PAGE>

STATE OF TENNESSEE )
                   ) : ss.:
COUNTY OF SHELBY   )

     On the 29th day of March, 2004, before me personally came Marlin L.
Mosby, III, to me known, who, being by me duly sworn, did depose and say that
he/she is Executive Vice President and Chief Financial Officer of First
Tennessee National Corporation, one of the corporations described in and which
executed the foregoing instrument; that he/she knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that he/she signed his/her name thereto by like authority.


                                         /s/ Debra A. Forrester
                                         ---------------------------------------
                                         Notary Public

STATE OF NEW YORK  )
                   ) : ss.:
COUNTY OF NEW YORK )

     On the 29th day of March, 2004, before me personally came Barbara
Bevelaqua, to me known, who, being by me duly sworn, did depose and say that
he/she is Vice President of The Bank of New York, one of the corporations
described in and which executed the foregoing instrument, and that he/she
signed his/her name thereto pursuant to the bylaws of said Corporation.


                                         /s/ Lucille Mercurio
                                         ---------------------------------------
                                         Notary Public



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