As filed with the Securities and Exchange Commission on September 12, 2003
Registration No. 333-
                     ----------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                      FIRST TENNESSEE NATIONAL CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

   TENNESSEE                                                         62-0803242
(Jurisdiction of Incorporation)            (I.R.S. Employer Identification No.)

                               165 Madison Avenue
                            Memphis, Tennessee 38103
                                 (901) 523-4444
                    (Address of Principal Executive Offices)

  First Tennessee National Corporation Nonqualified Deferred Compensation Plan
                            (Full Title of the Plan)

                              Harry A. Johnson, III
                  Executive Vice President and General Counsel
                      First Tennessee National Corporation
                                65 Madison Avenue
                            Memphis, Tennessee 38103
                                  (901)523-5624
            (Name, Address and Telephone number of Agent For Service)

                                 (with copy to:)
                             Clyde A. Billings, Jr.
    Senior Vice President, Assistant General Counsel and Corporate Secretary
                      First Tennessee National Corporation
                               165 Madison Avenue
                            Memphis, Tennessee 38103
                                 (901) 523-5679

                         CALCULATION OF REGISTRATION FEE

                                                                                                       

===================================================================================================================================
                                                                  Proposed Maximum
Title of Each Class of Securities to        Amount to be         Offering Price Per          Proposed Maximum         Amount of
            be Registered                    Registered                 Share            Aggregate Offering Price  Registration Fee
------------------------------------   ----------------------- ------------------------  ------------------------  ----------------

Deferred Compensation                       $30,000,000(1)          $ 30,000,000(1)           $30,000,000(1)           $2,427
Obligations
===================================================================================================================================


   (1)    Estimated  solely  for the  purpose of  determining  the amount of the
          registration fee.

          Pursuant to Rule 462 of the 1933 Act,  the  Registration  Statement on
          Form S-8 shall be effective upon filing with the Commission.



                                     PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The  following   documents  are  hereby   incorporated   by  reference  in  this
Registration Statement:


     1.   The  Registrant's  most recent annual report on Form 10-K for the year
          ended December 31, 2002.

     2.   The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
          March 31, 2003 and June 30, 2003.

     3.   The Registrant's Current Reports on Form 8-K filed with the Commission
          on dated May 8, 2003, May 12, 2003, June 9, 2003, and July 30, 2003.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference herein and to be a part thereof from the date of
filing of such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  registration  statement  to the extent that a
statement  contained  herein or in any other  subsequently  field document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
registration statement.

Item 4.  DESCRIPTION OF SECURITIES

     The securities being  registered  hereby  represent  deferred  compensation
obligations  (the  "Obligations")  of the registrant  under the First  Tennessee
National Corporation  Nonqualified  Deferred Compensation Plan (the "Plan"). The
securities  represent  contractual  obligations  of  the  registrant  to  pay or
distribute to  participants in the Plan  compensation,  the receipt of which the
participants  have  elected  to  defer,  as  adjusted  for  notional  investment
experience,  in accordance  with the terms of the Plan. The Obligations may also
represent amounts that the registrant has elected to contribute to participants'
accounts  under the Plan, as adjusted for notional  investment  experience.  All
amounts credited to a participant's  account are adjusted for earnings or losses
based on  notional  investments  in one or more  mutual  funds  selected  by the
participant  from a menu chosen by the plan  administrator.  The Obligations are
payable in cash in a lump-sum  distribution  or in  installments,  in accordance
with the terms of the Plan, upon participants' termination of employment (or, in
the case of Directors, termination of service) for any reason, including but not
limited to death, disability or retirement.  Participants may also elect to have
part or all of the  Obligations  payable as an in-service  distribution on up to
three dates occurring prior to any termination of employment (or, in the case of
Directors,  termination of service), which dates are selected by participants in
accordance  with the terms of the Plan.  The Plan may be  amended,  modified  or
terminated  at  any  time,   provided  that  such  amendment,   modification  or
termination  may not  adversely  affect  benefits  already  accrued  without the
consent  of the  affected  participants.  There  is no  trading  market  for the
Obligations.

     The  Obligations  are unsecured  general  obligations of the registrant and
rank pari passu with other  unsecured  and  unsubordinated  indebtedness  of the
registrant. The Obligations are not subject in any manner, either voluntarily or
involuntarily, to anticipation,  alienation, sale, transfer, assignment, pledge,
encumbrance, attachment or garnishment. Any attempt by any person to transfer or
assign benefits under the Plan, other than a claim for benefits by a Participant
or his or her beneficiary(ies), will be null, void and of no effect.

     The  Obligations  are  not  convertible  into  any  other  security  of the
registrant.  No trustee has been  appointed  to take action with  respect to the
Obligations  and each  participant in the Plan will be responsible for enforcing

                                       2


his or her own  rights  with  respect to the  Obligations.  The  registrant  may
establish  a "rabbi  trust"  to serve as a  source  of funds  from  which it can
satisfy the Obligations.

     Participants  in the Plan will have no rights to any assets held by a rabbi
trust, except as general creditors of the registrant.  Assets of any rabbi trust
will be subject to the claims of the registrant's general creditors in the event
of the registrant's insolvency.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Section 11(a) of the  Securities  Act of 1933, as amended (the  "Securities
Act"),  provides  that if any part of a  registration  statement  at the time it
becomes  effective  contains an untrue  statement of a material  fact or omits a
material fact required to be stated  therein or necessary to make the statements
therein  not  misleading,  any  person  acquiring  a  security  pursuant  to the
registration  statement may assert a claim against,  among others, an accountant
who has consented to be named as having  certified any part of the  registration
statement  or as having  prepared  any  report  for use in  connection  with the
registration statement unless it is proven that at the time such person acquired
the security the person knew of such untruth or omission.

     The registrant  dismissed  Arthur  Andersen LLP ("Arthur  Andersen") as its
independent  public accountant on May 15, 2002, as described in the registrant's
Form 8-K dated May 15, 2002, and filed May 16, 2002. After  reasonable  efforts,
the  registrant  has not been able to obtain  Arthur  Andersen's  consent to the
naming of that firm as an expert or to the  incorporation by reference of Arthur
Andersen's audit report dated January 15, 2002 in this registration statement as
required by Section 7 of the Securities Act.

     SEC Rule 437a  promulgated  pursuant  to the  Securities  Act  permits  the
registrant  to file  registration  statements  that  contain or  incorporate  by
reference  financial  statements in which Arthur Andersen had been acting as the
independent  public  accountant  without  filing the  written  consent of Arthur
Andersen required by Section 7 of the Securities Act. The lack of a consent from
Arthur  Andersen will generally make  unavailable a claim against the accountant
relating to securities  acquired pursuant to this  registration  statement under
Section 11(a) of the Securities Act for any untrue  statement of a material fact
contained  in  the  financial  statements  audited  by  Arthur  Andersen  or any
omissions  to state a material  fact  required  to be stated in those  financial
statements or necessary to make the statements in those financial statements not
misleading.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

                                       3


Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         No response is required to this item.

Item 8.  EXHIBITS
Exhibit Number      Description
--------------      -----------

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

4.2                 Bylaws of the registrant, as amended and restated,  attached
                    as Exhibit  3(ii) to the  registrant's  Quarterly  Report on
                    Form  10-Q for the  quarter  ended  September  30,  2002 and
                    incorporated herein by reference.

4.3                 First Tennessee National Corporation  Nonqualified  Deferred
                    Compensation Plan

5                   Opinion and Consent of Baker, Donelson,  Bearman, Caldwell &
                    Berkowitz

23.1                Consent of Baker,  Donelson,  Bearman,  Caldwell & Berkowitz
                    (contained in Exhibit 5)

23.2                Consent of KPMG LLP.

24                  Power of Attorney

Item 9.  UNDERTAKINGS

         (a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  registration  statement  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

         (2) That, for the purpose of determining  any liability  under the 1933
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned registrant hereby undertakes that, for the purposes
of determining any liability under the 1933 Act, each filing of the registrant's
annual  report  pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the 1934 Act) that is  incorporated by reference in
the registration  statement shall be deemed to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification  for liabilities  arising under the 1933
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy  as  expressed  in  the  1933  Act  and  is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                       4


                           [SIGNATURE PAGE TO FOLLOW]







                                       5


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Memphis and State of  Tennessee,  on  September  12,
2003.


                                FIRST TENNESSEE NATIONAL CORPORATION


                            By: /s/ James F. Keen
                                -----------------------------------------------
                                James F. Keen, Executive Vice President,
                                Chief FinancialOfficer and Corporate Controller
                                (Principal Financial and Accounting Officer)

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


                                                                                  


                NAME                                  TITLE                                    DATE

/s/ Ralph Horn*                          Chairman of the Board and a Director           September 12, 2003
--------------------------------------
Ralph Horn

                                         President, Chief Executive Officer and a       September 12, 2003
/s/ J. Kenneth Glass*                    Director (principal executive officer)
--------------------------------------
J. Kenneth Glass

                                         Executive Vice President, Chief Financial      September 12, 2003
                                         Officer and Corporate Controller
                                         (principal financial officer and principal
/s/ James F. Keen*                       accounting officer)
--------------------------------------
James F. Keen

/s/ Robert C. Blattberg*                 Director                                       September 12, 2003
--------------------------------------
Robert C. Blattberg

/s/ George E. Cates*                     Director                                       September 12, 2003
--------------------------------------
George E. Cates

/s/ James A. Haslam, III*                Director                                       September 12, 2003
--------------------------------------
James A. Haslam, III

/s/ R. Brad Martin*                      Director                                       September 12, 2003
--------------------------------------
R. Brad Martin

/s/ Vicki R. Palmer*                     Director                                       September 12, 2003
--------------------------------------
Vicki R. Palmer


                                        6



                                                                                  


/s/ Michael D. Ross*                     Director                                       September 12, 2003
--------------------------------------
Michael D. Rose

/s/ William B. Sansom*                   Director                                       September 12, 2003
--------------------------------------
William B. Sansom

/s/ Jonathan P. Ward*                    Director                                       September 12, 2003
--------------------------------------
Jonathan P. Ward

/s/ Luke Yancy, III*                     Director                                       September 12, 2003
--------------------------------------
Luke Yancy, III

*By: /s/ Clyde A. Billings, Jr.                                                         September 12, 2003
--------------------------------------
Clyde A. Billings, Jr. as
Attorney-in-Fact


                                       7


                                   EXHIBIT 4.3
                                   -----------










                      FIRST TENNESSEE NATIONAL CORPORATION

                     NONQUALIFIED DEFERRED COMPENSATION PLAN














                                       1


ARTICLE I
         Establishment and Purpose.......................................Page 3

ARTICLE II
         Definitions.....................................................Page 3

ARTICLE III
         Eligibility and Participation...................................Page 8

ARTICLE IV
         Deferral Elections, Company Discretionary Contributions,
         Account Valuation...............................................Page 8

ARTICLE V
         Distributions and Withdrawals..................................Page 13

ARTICLE VI
         Administration.................................................Page 16

ARTICLE VII
         Amendment and Plan Termination.................................Page 17

ARTICLE VIII
         Informal Funding...............................................Page 17

ARTICLE IX
         Claims.........................................................Page 18

ARTICLE X
      General Conditions................................................Page 20


                                       2

FIRST TENNESSEE NATIONAL CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN



                                    ARTICLE I
                            ESTABLISHMENT AND PURPOSE
                            -------------------------

First  Tennessee  National  Corporation  hereby  sponsors  the  First  Tennessee
National Corporation Nonqualified Deferred Compensation Plan. The purpose of the
Plan is to provide  selected  eligible  employees  of the  Company and the Bank,
members  of the  Company's  Board of  Directors,  and such of the  divisions  or
affiliates  of the  Company  or the Bank  that have  adopted  the Plan for their
Eligible  Employees  with an  opportunity to defer receipt of a portion of their
base salary, bonus,  commission and, in the case of Directors,  Directors' Fees,
and such other specified cash compensation (if any) as is permitted from time to
time by the  Committee.  The  Plan is not  intended  to meet  the  qualification
requirements of Section 401(a) of the Internal  Revenue Code, but is intended to
be an unfunded arrangement providing deferred compensation to eligible employees
who are part of a select group of management or highly compensated  employees of
the Company and selected  subsidiaries  within the meaning of Sections  201, 301
and 401 of ERISA.  The Plan is intended to be exempt  from the  requirements  of
Parts 2, 3 and 4 of Title I of ERISA as a "top hat" plan, and to be eligible for
the alternative method of compliance for reporting and disclosure  available for
unfunded "top hat" plans.


                                   ARTICLE II
                                   DEFINITIONS
                                   -----------

2.1       Account Balance.  Account Balance means,  with respect to the Deferred
          Compensation  Account  or a  Sub-Account,  the total  value of all the
          Investment  Options in which the  Participant  deferrals,  and Company
          Discretionary  Contributions,  have  been  Deemed  Invested  as  of  a
          specific date, taking into account the value of all distributions from
          that Account or Sub-Account to the specific date.

2.2       Allocation   Election.   Allocation  Election  means  a  choice  by  a
          Participant  of one or more  Investment  Options,  and the  allocation
          among them,  in which future  Participant  deferrals  and/or  existing
          Account  Balances  are Deemed  Invested  for  purposes of  determining
          earnings in a particular Sub-Account.

2.3       Allocation Election Form.  Allocation Election Form means the form (or
          web site  screen)  approved  by the Plan  Administrator  on which  the
          Participant makes an Allocation Election, Rebalances a Sub-Account, or
          elects a Transfer.

2.4       Annual Valuation Date.  Annual Valuation Date means the anniversary of
          the Termination  Valuation Date or In-Service  Distribution  Valuation
          Date  utilized  to  determine  the  amount  of an  annual  installment
          payment.

2.5       Bank.  The Bank means First  Tennessee  Bank National  Association,  a
          wholly owned subsidiary of the Company.

                                       3

FIRST TENNESSEE NATIONAL CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN


2.6       Beneficiary.  Beneficiary  means a natural  person,  estate,  or trust
          designated  by a  Participant  on the  form  designated  by  the  Plan
          Administrator  to receive  benefits to which a Beneficiary is entitled
          under and in accordance with provisions of the Plan. The Participant's
          estate shall be the Beneficiary if:

          (i)  the  Participant  has not designated a natural person or trust as
               Beneficiary,or

          (ii) the designated Beneficiary has predeceased the Participant.

2.7       Chief Executive Officer.  Chief Executive Officer means the individual
          who  performs  the  functions  of a Chief  Executive  Officer  for the
          Company.

2.8       Code.  Code means the Internal  Revenue  Code, as amended from time to
          time.

2.9       Company.  Company  means First  Tennessee  National  Corporation,  its
          successors and assigns.

2.10      Company    Discretionary    Contributions.    Company    Discretionary
          Contribution means a credit to a Participant's  Retirement/Termination
          Account  by a  Participating  Employer  at a  time  and  in an  amount
          determined in the sole discretion of the Committee.

2.11      Compensation.  Compensation  means,  for  purposes of this Plan,  base
          salary  (including any deferred  salary under a Code Section 401(k) or
          125 plan), bonus, commission,  Directors' annual retainers, Directors'
          Fees,  and such  other  cash  compensation  (if any)  approved  by the
          Committee as Compensation for purposes of this Plan.

2.12      Compensation Deferral Agreement. Compensation Deferral Agreement means
          the deferral  election form, or such other forms furnished by the Plan
          Administrator  (or screens on the Participant web site approved by the
          Plan Administrator), on which a Participant elects: (a) the amount and
          type of  Compensation  to defer for the following Plan Year (in dollar
          amount or percentage);  (b) any In-Service Distribution Dates for that
          year's,  or a portion of that year's,  deferrals;  and (c) the payment
          schedule for Retirement and In-Service  distributions.  The Allocation
          Election Form may also be part of the Compensation Deferral Agreement,
          in the discretion of the Plan Administrator.

2.13      Death Benefit.  Death Benefit means a distribution of the total amount
          of the Participant's Deferred Compensation Account Balance,  including
          any remaining unpaid In-Service Account balances, to the Participant's
          Beneficiary(ies) in accordance with Article V of the Plan.

2.14      Deemed  Investment.  A Deemed Investment (or "Deemed  Invested") means
          the notional  conversion of a dollar  amount of deferred  Compensation
          and Company  Discretionary  Contributions  credited to a Participant's
          Deferred  Compensation  Account into shares or units (or a fraction of
          such  measures  of  ownership,   if   applicable)  of  the  underlying
          investment (e.g. mutual fund or other investment) which is referred to
          by  the  Investment   Option(s)  selected  by  the  Participant.   The


                                       4


FIRST TENNESSEE NATIONAL CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN


          conversion  shall  occur as if shares  (or  units)  of the  designated
          investment   were  being   purchased  (or  sold,  in  the  case  of  a
          distribution) at the purchase price as of the close of business of the
          day on  which  the  Deemed  Investment  occurs.  At no  time  shall  a
          Participant  have  any  real or  beneficial  ownership  in the  actual
          investment to which the Investment Option refers.

2.15      Deferred  Compensation Account ("Account").  A Participant's  Deferred
          Compensation   Account  means  the   aggregate  of  all   Sub-Accounts
          maintained  for  Participant   deferrals  and  Company   Discretionary
          Contributions,  together  with  a  record  of  Deemed  Investments  in
          accordance  with  Participants'   Allocation   Elections,   minus  any
          withdrawals or distributions from said Account.  The Account,  and all
          component Sub-Accounts, shall be a bookkeeping account utilized solely
          as a  device  for  the  measurement  of  amounts  to be  paid  to  the
          Participant under the Plan. The Account,  and all Sub-Accounts,  shall
          not  constitute  or be treated as an escrow,  trust fund, or any other
          type of  funded  account  for Code or ERISA  purposes  and,  moreover,
          amounts  credited  thereto shall not be  considered  "plan assets" for
          ERISA purposes.

2.16      Deferred  Compensation  Committee or "Committee".  Committee means the
          Human Resources Committee of the Company's Board of Directors.

2.17      Director.  Director  means a member of the board of  directors  of the
          Company who is not also an Employee.

2.18      Directors'  Fees.  Directors'  Fees  means the annual  cash  retainer,
          meeting  fees,  and committee  fees paid to Directors  during the Plan
          Year.

2.19      Disability.  Disability  means a  disability  that would  qualify as a
          total and permanent  disability  under the long-term  disability  plan
          then in effect at the company  employing the  Participant at the onset
          of such total and permanent disability.

2.20      Eligible Employee.  Eligible Employee means an Employee who is part of
          a select group of  management  or highly  compensated  employees of an
          Employer within the meaning of Sections 201, 301 and 401 of ERISA, and
          who is selected by the Plan Administrator to participate in the Plan.

2.21      Employee. Employee means a full-time salaried employee of an Employer.

2.22      Employer.  Employer (or  "Participating  Employer") means the Company,
          the Bank,  and such  subsidiaries  or affiliates of the Company or the
          Bank that have adopted the Plan for their Eligible Employees.

2.23      ERISA.  ERISA means the  Employee  Retirement  Income  Security Act of
          1974, as amended from time to time.

                                       5


FIRST TENNESSEE NATIONAL CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN


2.24      In-Service  Distribution.  In-Service  Distribution means a payment by
          the  Company  to  the  Participant  following  a date  elected  by the
          Participant   (the  In-Service   Distribution   Date)  of  the  amount
          represented  by the  account  balance  in the  In-Service  Sub-Account
          pertaining to that In-Service  Distribution.  In-Service Distributions
          shall be made in accordance with Participants' In-Service Distribution
          form of payment election.

2.25      In-Service Account. In-Service Account means a separate Sub-Account of
          the Deferred  Compensation  Account,  created  whenever a  Participant
          elects a new  In-Service  Distribution  Date (not already  established
          with a Sub-Account)  with respect to a portion,  or all, of his or her
          deferral contributions, to which such portion of deferral specified by
          the Participant is credited and Deemed Invested in accordance with the
          Participant's Allocation Election.

2.26      In-Service  Distribution Date. In-Service  Distribution Date means the
          date  selected  by the  Participant,  following  which the  In-Service
          Distribution  Sub-Account  Balance shall be  distributed in accordance
          with the Plan.

2.27      In-Service   Distribution  Valuation  Date.  In-Service   Distribution
          Valuation  Date means the last day of the calendar  month in which the
          In-Service Distribution Date occurs.

2.28      Investment  Option.  Investment  Option  means  a  security  or  other
          investment such as a mutual fund, life insurance sub-account, or other
          investment  approved by the Plan  Administrator  for use as part of an
          Investment  Option menu,  which a Participant may elect as a measuring
          device to determine Deemed Investment  earnings (positive or negative)
          to  be  valued  in  the  Participant's  Account  or  Sub-Account.  The
          Participant  has no real or  beneficial  ownership  in the security or
          other investment represented by the Investment Option.

2.29      Participant. Participant means a Director or an Eligible Employee who:
          (1) is selected to participate in this Plan in accordance with Section
          3.1 and has elected to defer  Compensation in accordance with the Plan
          in any Plan Year; (2) has been credited with a Plan Balance  Transfer;
          (3) has received a Company Contribution; or (4) has an Account Balance
          in  his  or  her  Deferred   Compensation   Account,   including   any
          Sub-Account,   greater  than  zero  prior  to  his  or  her  death.  A
          Participant's continued participation in the Plan shall be governed by
          Section 3.2 of the Plan.

2.30      Plan. Plan means the First Tennessee National Corporation Nonqualified
          Deferred  Compensation Plan as documented herein and as may be amended
          from time to time hereafter.

2.31      Plan   Administrator.   Plan   Administrator   means  a  committee  of
          individuals  appointed by the  Company's  EVP  Corporate  and Employee
          Services which is  responsible  for the  day-to-day  decision  making,

                                       6


FIRST TENNESSEE NATIONAL CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN


          record keeping,  and  administration of the Plan;  provided,  that the
          Plan  Administrator  may delegate duties of the Plan  Administrator to
          employees or others to assist in the administration of the Plan.

2.32      Plan Balance  Transfer.  Plan Balance  Transfer means the crediting to
          the  Participant's  Retirement/Termination  Account an amount equal to
          the Participant's account balance in an existing nonqualified deferred
          compensation  plan  sponsored by the Company (other than this Plan) at
          such time and in accordance with such procedures as are established by
          the Plan Administrator in its sole discretion.

2.33      Plan Year. Plan Year means January 1 through December 31.


2.34      Rebalance.  Rebalance means an Allocation Election which pertains to a
          Participant's  then existing  Sub-Account  and which  reallocates  the
          Sub-Account Balance among Investment Options available in the Plan.

2.35      Retirement.  Retirement means the voluntary  termination of employment
          with the Company:  (a) upon  reaching age 65 with at least 5 "Years of
          Service"  (as  defined  in the  Company  pension  plan);  or (b) after
          reaching  age 55 with at  least  15 Years  of  Service;  or (c)  after
          attaining  an age,  which  when  added to the  Participant's  Years of
          Service,   totals  at  least  75.  Retirement  shall  also  mean  such
          involuntary  terminations  as  are  designated  as  a  Retirement  for
          purposes of this Plan in the sole discretion of the Committee.  In the
          case of a  Director,  Retirement  means the  cessation  of  performing
          services as a Director.

2.36      Retirement/Termination Account. Retirement/Termination Account means a
          Sub-Account of the Deferred Compensation Account containing deferrals,
          Plan Balance Transfers, Company Discretionary Contributions and Deemed
          Investment   earnings   thereon  which  have  not  been  allocated  to
          In-Service Account(s) by the Participant.

2.37      Sub-Account.  Sub-Account means a portion of the Deferred Compensation
          Account  maintained  separately by the Plan  Administrator in order to
          properly administer the Plan.

2.38      Termination  of  Employment.   Termination  of  Employment  means  the
          termination of a Participant's  employment with the Employer for which
          the  Participant   performs  services,   for  any  reason  other  than
          Retirement.   The  foregoing   notwithstanding,   a  continuation   of
          employment with an affiliate or other  subsidiary of the Company or of
          the Bank which is not a Participating  Employer in this Plan or in any
          other  nonqualified   deferred  compensation  plan  sponsored  by  the
          Company,  or  a  continuation  of  employment  with  an  affiliate  or
          subsidiary  of the  Company  or of the  Bank  for  which  the  Company
          sponsors a nonqualified  deferred compensation plan accompanied with a
          Plan Balance Transfer to the plan of the  Participant's  new Employer,
          with no break in  service,  shall  not  constitute  a  Termination  of
          Employment.

2.39      Termination Valuation Date.  Termination Valuation Date means the last
          day of the  calendar  month  in which  Termination  of  Employment  or
          Retirement occurs.

                                       7


FIRST TENNESSEE NATIONAL CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN


2.40      Transfer. Transfer means a partial Allocation Election with respect to
          a  Participant's   then  existing   Sub-Account  where  a  Participant
          transfers a portion of the  Sub-Account  balance  from one  Investment
          Option to another.



                                   ARTICLE III
                          ELIGIBILITY AND PARTICIPATION
                          -----------------------------

3.1       Eligibility and Participation.  Each Eligible Employee,  determined in
          the sole discretion of the Plan Administrator, and each Director shall
          be eligible to participate in this Plan.

3.2       Duration.  Once an Employee or Director  becomes a  Participant,  such
          Employee or Director  shall continue to be a Participant so long as he
          or she is entitled to receive benefits hereunder,  notwithstanding any
          subsequent Termination of Employment.

3.3       Revocation of Future Participation.  Notwithstanding the provisions of
          Section  3.2,  the Plan  Administrator  may revoke such  Participant's
          eligibility to make future  deferrals under this Plan. Such revocation
          will not affect in any manner a  Participant's  Deferred  Compensation
          Account or other terms of this Plan.

3.4       Notification.  Each newly  Eligible  Employee  and  Director  shall be
          notified  by  the  Plan  Administrator,  in  writing,  of  his  or her
          eligibility to participate in this Plan.


                                   ARTICLE IV
    DEFERRAL ELECTIONS, COMPANY DISCRETIONARY CONTRIBUTIONS, AND PARTICIPANT
    ------------------------------------------------------------------------
                               ACCOUNT VALUATION
                               -----------------

4.1       Deferral Elections, generally
          -----------------------------

          (a)  A  Participant  shall make deferral  elections  under the Plan by
               completing  and  submitting to the Plan  Administrator  a written
               Compensation    Deferral   Agreement   provided   by   the   Plan
               Administrator  (or completing and  electronically  submitting the
               deferral  election  screen on the Participant web site, when made
               available by the Plan  Administrator).  Deferral elections become
               effective  upon the first day of the Plan Year following the date
               of the  election  or, in the case of a newly  Eligible  Employee,
               upon the first pay day which  follows  the date of the  election.
               Deferral  elections are made during an annual  enrollment  period
               which ends no later than  September 30, with respect to deferrals
               of annual bonus, and December 31, with respect to base salary and
               all other forms of Compensation, preceding the Plan Year to which
               the deferral  election  relates unless the  enrollment  period is
               extended  by the  Plan  Administrator  because  of  extraordinary
               circumstances.  In no event may an enrollment  period be extended

                                       8


FIRST TENNESSEE NATIONAL CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN



               beyond the last day of the month  prior to the  beginning  of the
               Plan Year to which  the  deferral  elections  refer.  Other  cash
               Compensation  deferral  elections shall be made prior to the time
               such amounts have been earned,  during special enrollment periods
               announced by the Plan Administrator.

          (b)  An Eligible  Employee or  Director  who becomes  eligible to be a
               Participant  during  any Plan Year may,  in the  initial  year of
               eligibility  only,  make  deferral   elections  with  respect  to
               Compensation which will be earned during the balance of such Plan
               Year but after such  elections in such Plan Year,  within 30 days
               of the date of notification of eligibility as required in Section
               3.4 of the Plan.

          (c)  Deferral elections shall be effective for one Plan Year and shall
               expire  at the end of the Plan Year to which  they  refer and may
               not be  modified  during  the Plan Year  except in the event of a
               financial emergency determined in the sole discretion of the Plan
               Administrator.

          (d)  A deferral election shall designate the amount of Compensation to
               be deferred in dollar amount or in whole percentages. An Eligible
               Employee Participant may defer into this Plan up to 75% of his or
               her Compensation,  minus the amount (if any) of deferrals made by
               the  Participant  into the First Tennessee  National  Corporation
               Deferred  Compensation  Stock  Option  Program  for the same Plan
               Year. A Director  Participant may defer into this Plan up to 100%
               of his or her Compensation. The minimum deferral amount into this
               Plan for any  Participant  must be at least  $5,000 for each Plan
               Year. A Participant may elect different percentages for different
               types of Compensation as permitted by the Plan Administrator.

          (e)  The  foregoing  notwithstanding,  in the  event  a  Participant's
               deferral   election   results   in   insufficient    non-deferred
               Compensation  from which to  withhold  taxes in  accordance  with
               applicable  law,  the  deferral  election  shall  be  reduced  as
               necessary  to allow  the  Employer  to  satisfy  tax  withholding
               requirements.

          (f)  Deferrals  pertaining  to base  salary  shall be  deducted by the
               Employer on a pro rata basis from a Participant's base salary for
               each pay period  during the Plan  Year,  and the amount  deferred
               shall be credited to the Participant's  elected Sub-Account and a
               Deemed Investment shall be made in the investment(s)  represented
               by the Investment  Option(s) elected by the Participant as of the
               close of business on the date it would  otherwise  have been paid
               as Compensation to the Participant. Deferrals pertaining to other
               forms of Compensation  shall be deducted by the Employer from the
               Participant's Compensation payment on the date of payment of such
               Compensation  and the amount  deferred  shall be  credited to the
               Participant's  elected  Sub-Account and a Deemed Investment shall
               be  made  in the  investment(s)  represented  by  the  Investment

                                       9


FIRST TENNESSEE NATIONAL CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN



               Option(s)  elected by the Participant as of the close of business
               on the date it would  otherwise have been paid as Compensation to
               the Participant.

          (g)  The   Compensation   Deferral   Agreement   shall   indicate  the
               Participant's  election  of a  payment  schedule  for  his or her
               Retirement/Termination Account. A Participant shall elect to have
               such Retirement/Termination  Account distributed:  (a) a portion,
               or all, in a single lump sum payable as soon as  administratively
               practicable  following the Termination Valuation Date; and/or (b)
               the balance in up to five (5) annual installment payments payable
               in  accordance  with  Section  5.3 of the Plan.  An election of a
               payment  schedule  for  a  Participant's   Retirement/Termination
               Account  shall  pertain  to  the  entire   Retirement/Termination
               Account  balance (e.g. new payment  schedule  elections  override
               previously  elected payment  schedules).  A Participant  shall be
               permitted to change (override) his or her  Retirement/Termination
               Account  payment  schedule  election  at any time by filing a new
               Compensation  Deferral Agreement (or by following such procedures
               as  are  set  by  the  Plan  Administrator  regarding  using  the
               Participant website,  when available),  provided such election is
               made at least  thirteen  (13) months  prior to the  Participant's
               date of  Retirement.  Any payment  schedule  election made within
               thirteen  months of  Retirement  shall be null and void,  and the
               most recent  payment  schedule  election  which is dated at least
               thirteen months prior to Retirement will be in effect.

4.2       In-Service Distribution Date Election
          -------------------------------------

          (a)  The  Compensation  Deferral  Agreement  shall also  indicate  the
               Participant's  election of  In-Service  Distribution  Date(s) (if
               any). An In-Service  Distribution  election shall pertain to such
               portion of deferred  Compensation for the Plan Year as elected by
               the  Participant  and shall  cause an  In-Service  Account  to be
               established  (unless such Account already exists),  to which such
               portion of deferred  Compensation shall be credited. In the event
               an  In-Service  Account  has  already  been  established  for the
               In-Service   Distribution   Date  referred  to  in  the  deferral
               election, such portion of deferred Compensation shall be credited
               to the existing In-Service Account.

          (b)  A Participant may maintain up to three (3) In-Service Accounts.

          (c)  A newly established In-Service Distribution Date must be at least
               two (2) years from the end of the Plan Year to which the election
               which  creates  it refers.  Participants  may  allocate  deferred
               compensation  to  existing  In-Service  Accounts  so  long as the
               In-Service  Distribution  Date for the In-Service  Account occurs
               after the end of the Plan Year to which the election refers.

          (d)  A  Participant  may change or cancel an  In-Service  Distribution
               Date once only, as follows:

                                       10


FIRST TENNESSEE NATIONAL CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN


                (i) An  In-Service   Distribution   Date  change   (including  a
                    cancellation)  may be made by submitting a new  Compensation
                    Deferral Agreement or such other form as may be provided for
                    In-Service   Distribution   Date   changes   by   the   Plan
                    Administrator (or completing and  electronically  submitting
                    the  appropriate  screen on the  Participant  website,  when
                    available)  at any time,  so long as the date that such form
                    is submitted to the Plan  Administrator is at least thirteen
                    (13) months prior to the In-Service  Distribution Date being
                    changed;  and

               (ii) The  In-Service  Distribution  Date  may  be  extended  to a
                    subsequent year (and must be extended by at least one year),
                    but it may not be made to occur  sooner  than  the  original
                    date.

              (iii) The  In-Service  Distribution  Date may be  cancelled,  even
                    after a change. A cancellation of an In-Service Distribution
                    Date shall cause the In-Service  Sub-Account associated with
                    it to be merged into the Retirement/Termination Sub-Account.

               (iv) Making   an   In-Service   Distribution   Date   change   or
                    cancellation  in accordance with the Plan is specific to the
                    In-Service  Distribution  to which it refers,  and shall not
                    affect other In-Service  Distributions or the ability of the
                    Participant  to make new In-Service  Distribution  elections
                    with respect to new deferral contributions.

          (e)  Any  portion  of  a  deferral  not  credited  to  an   In-Service
               Distribution     Account     will    be     credited    to    the
               Retirement/Termination Account.

          (f)  The  Compensation  Deferral  Agreement  shall also  indicate  the
               Participant's  election of payment  schedule for each  In-Service
               Distribution  Date.  Permitted  payment  schedules for In-Service
               Distributions  are a single  lump sum or from two (2) to five (5)
               annual  installment  payments.  An election of a payment schedule
               for a  Participant's  In-Service  Account  shall  pertain  to the
               entire  In-Service  Account  balance (e.g. new payment  schedules
               override  previously  elected payment  schedules).  A Participant
               shall  be  permitted  to  change  (override)  his or her  payment
               schedule  election for an In-Service  Distribution at any time by
               filing a new  Compensation  Deferral  Agreement  (or by following
               such  procedures as are set by the Plan  Administrator  regarding
               using the Participant  website,  when  available),  provided such
               election  is made at  least  thirteen  (13)  months  prior to the
               In-Service  Distribution Date. Any payment schedule election made
               within thirteen months of an In-Service  Distribution  Date shall
               be null and void, and the most recent payment  schedule  election
               which is dated at least  thirteen  months prior to the In-Service
               Distribution Date will be in effect.

4.3       Company Discretionary Contributions and Vesting
          -----------------------------------------------

          (a)  The  Committee  may, in its sole and  absolute  discretion,  make
               Company Discretionary  Contributions to any or all Participant(s)
               by   crediting  to  said   Participants'   Retirement/Termination

                                       11


FIRST TENNESSEE NATIONAL CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN



               Accounts an amount determined in the sole and absolute discretion
               of the Committee.  The Committee  shall be under no obligation to
               make Company  Discretionary  Contributions  unless the Company so
               obligates   itself  under  an   employment   agreement  or  other
               agreement.

          (b)  Company   Discretionary   Contributions   and  Deemed  Investment
               earnings   thereon  shall  be  subject  to  a  vesting   schedule
               established  by the  Committee  for  each  Company  Discretionary
               Contribution.  Such vesting  schedule  shall be  communicated  in
               writing  to the  Participant  receiving  a Company  Discretionary
               Contribution  at the  time  of  crediting  to  the  Participant's
               Account,  and a copy shall be retained by the Plan Administrator.
               If no vesting  schedule is communicated  in accordance  herewith,
               the Company Discretionary  Contribution shall be 100% vested from
               the date of crediting.

          (c)  Deemed  Investments  shall  be made  in the  same  manner  as for
               deferrals  (Section  4.1 of the  Plan) on the  date  the  Company
               Matching   Contribution   is   credited   to  the   Participant's
               Retirement/Termination Account.

4.4       Plan Balance Transfers
          ----------------------

          (a)  The Plan  Administrator,  in its sole  discretion,  may determine
               that a portion (or all) of an account balance  maintained for all
               Participants in another Company sponsored  nonqualified  deferred
               compensation  plan  may  upon  such  determination  (and  if  the
               Participant  so  elects)  be  "transferred"  to  this  Plan  (the
               unfunded  obligation of the Company to the Participant  under the
               other plan is decreased and the  obligation of the Company to the
               Participant in this Plan is increased in an identical amount).

          (b)  The  Plan  Balance  Transfer  amount  shall  be  credited  to the
               Participant's   Retirement/Termination   Account   on  the   date
               established  by the Plan  Administrator,  in its sole  discretion
               (the "Plan Balance Transfer Effective Date").

 4.5      Allocation Elections and Valuation of Accounts
          ----------------------------------------------

          (a)  A Participant shall elect Investment Options from a menu provided
               by the Plan Administrator.  The initial election shall be made on
               the Allocation  Election form approved by the Plan  Administrator
               (or  Allocation   Election  Screen  on  the  Participant  website
               approved  by  the  Plan  Administrator)  and  shall  specify  the
               allocations among the Investment  Options elected.  A Participant
               may make  different  Allocation  Elections  for each  Account.  A
               Participant's Accounts shall be valued as the sum of the value of
               all Deemed  Investments  minus any  withdrawals or  distributions
               from  said  Account.  Investment  Options  shall be  utilized  to
               determine the earnings attributable to the Account.  Elections of
               Investment  Options do not represent  actual ownership of, or any
               ownership rights in or to, the securities or other investments to

                                       12


FIRST TENNESSEE NATIONAL CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN



               which the Investment Options refer, nor is the Company in any way
               bound or  directed to make actual  investments  corresponding  to
               Deemed Investments.

          (b)  The  Plan  Administrator,   in  its  sole  discretion,  shall  be
               permitted to add or remove  Investment  Options provided that any
               such  additions or removals of  Investment  Options  shall not be
               effective  with respect to any period prior to the effective date
               of such  change.  Any  unallocated  portion  of an Account or any
               unallocated  portion of new deferrals shall be Deemed Invested in
               an  Investment  Option  referring to a money market based fund or
               sub-account.

          (c)  A Participant may make a new Allocation  Election with respect to
               future deferrals or Plan Balance Transfers,  and may Rebalance or
               Transfer funds in any of his or her Accounts,  provided that such
               new  allocations,  Rebalances or Transfers shall be in increments
               of one percent (1%), and  Rebalances  and Transfers  apply to the
               entire Account Balance. New Allocation Elections, Rebalances, and
               Transfers  may be made  on any  business  day,  and  will  become
               effective on the same  business day or, in the case of Allocation
               Elections  received after a cut-off time  established by the Plan
               Administrator, the following business day.

          (d)  Notwithstanding  anything in this  Section to the  contrary,  the
               Company shall have the sole and exclusive authority to invest any
               or  all  amounts  deferred  in  any  manner,  regardless  of  any
               Allocation   Elections  by  any   Participant.   A  Participant's
               Allocation   Election  shall  be  used  solely  for  purposes  of
               determining  the  value of such  Participant's  Accounts  and the
               amount  of  the   corresponding   liability  of  the  Company  in
               accordance with this Plan.

4.6       Prohibition Against Modifications to deferral elections.
          --------------------------------------------------------

          A Participant  may not modify or revoke a deferral  election  during a
          Plan Year by changing the amount of the  Compensation  deferral except
          that,  in  the  case  of  unforeseen  financial  hardship,   the  Plan
          Administrator  in  its  sole  discretion  may  grant  a  request  by a
          Participant  to revoke such  Participant's  deferral  election for the
          balance of the Plan Year.


                                    ARTICLE V
                          DISTRIBUTIONS AND WITHDRAWALS
                          -----------------------------

5.1       In-Service Distributions.
          ------------------------

          (a)  Subject to Section 5.5 of the Plan,  an  In-Service  Distribution
               shall be paid in accordance  with the payment  schedule  election
               made with respect thereto,  beginning as soon as administratively
               practicable following the In-Service Distribution Valuation Date.

                                       13



FIRST TENNESSEE NATIONAL CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN


               In the event a Participant has elected  installment  payments for
               an In-Service  Distribution,  the  installment  payments shall be
               determined and paid in accordance with Section 5.4 of the Plan.

          (b)  Notwithstanding a Participant's election to receive an In-Service
               Distribution, all remaining undistributed In-Service Distribution
               Account     balances     shall    be     combined     with    the
               Retirement/Termination   Account  in  the  event  of  Retirement,
               Termination   of   Employment,   Death,   or  Disability  if  the
               Retirement,  Termination  of  Employment,  Death,  or  Disability
               occurs prior to any In-Service  Distribution Date or prior to the
               completion   of  payment(s)   elected  in  connection   with  any
               In-Service Distribution Date.

5.2       Retirement  Distribution.  Subject to Section 5.5 of the Plan,  in the
          event  of  Retirement  of  a  Participant  or  in  the  event  of  the
          termination  of  services  of a  Director,  the vested  portion of the
          Participant's   Retirement/Termination   Account  balance   (including
          In-Service  Accounts  as  aforementioned)  will be paid (or the  first
          payment will be made) in  accordance  with the  Participant's  payment
          schedule election for the Retirement/Termination  Account beginning as
          soon  as  administratively   practicable   following  the  Termination
          Valuation Date.

5.3       Termination   of   Employment   Distribution.   In  the   event  of  a
          Participant's  Termination  of  Employment,  the vested portion of the
          Participant's  Retirement/Termination  Account  (including  In-Service
          Accounts as aforementioned)  will be paid in a single lump sum as soon
          as administratively  practicable  following the Termination  Valuation
          Date.

5.4       Installment  Payments.  If the  Participant  has  elected  installment
          payments for the  Retirement/Termination  or In-Service Account and is
          eligible under the Plan to receive installment  payments,  annual cash
          payments   will  be  made   beginning  as  soon  as   administratively
          practicable  following the applicable  Valuation Date  (Termination or
          In-Service) or, in the event of a partial lump sum election, following
          the first  anniversary  of the partial lump sum payment made following
          Retirement.  Such  payments  shall  continue  annually on or about the
          anniversary  of the previous  installment  payment until the number of
          installment  payments  elected has been paid. The installment  payment
          amount shall be  determined  annually as the result of a  calculation,
          performed on the Annual  Valuation Date, where (i) is divided by (ii):

          (i)  equals  the value of the  applicable  Sub-Account  on the  Annual
               Valuation Date; and

         (ii)  equals the remaining number of installment payments.

5.5       Small Account Balance Lump Sum Payment. The foregoing notwithstanding,
          in the  event  that  a  Participant's  Retirement/Termination  Account
          Balance   is  less  than   $25,000  or  a   Participant's   In-Service
          Distribution  Sub-Account  Balance is less than $10,000 on the initial
          Termination or In-Service  Distribution Valuation Date, the In-Service
          or  Retirement/Termination  Account balance,  as applicable,  shall be
          paid in a  single  lump  sum as soon as  administratively  practicable

                                       14


FIRST TENNESSEE NATIONAL CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN



          following the Valuation Date, and any payment election to the contrary
          shall be null and void.

5.6       Disability Distribution.  In the event of Disability,  the Participant
          shall receive the  Retirement/Termination  Account balance  (including
          In-Service Accounts as aforementioned) in a single lump sum as soon as
          administratively  practicable  following the end of the month in which
          Disability  occurred.  The Valuation  Date for purposes of determining
          the  Disability  distribution  shall be the  last day of the  month in
          which the Participant's Disability occurs.

5.7       Death Distribution. In the event of death, a Participant's beneficiary
          shall receive the  Retirement/Termination  Account balance  (including
          In-Service Accounts as aforementioned) in a single lump sum as soon as
          administratively  practicable  following the end of the month in which
          death  occurred.  The Valuation Date for purposes of  determining  the
          death  distribution  shall be the last day of the  month in which  the
          Participant's death occurs.

5.8       Hardship  Distribution.  In the  event a  Participant  experiences  an
          Unforeseeable  Emergency,  said Participant may request, in writing to
          the Plan  Administrator,  a  distribution  under  the Plan to meet the
          financial   burden   caused  by  the   Unforeseeable   Emergency.   An
          "Unforeseeable  Emergency"  is a  severe  financial  hardship  to  the
          Participant resulting from a sudden and unexpected illness or accident
          of the  Participant  or of a  dependent  (as  defined in Code  section
          152(a)) of the Participant,  loss of the Participant's property due to
          casualty,  or  some  other  similar  extraordinary  and  unforeseeable
          circumstance  arising as a result of events  beyond the control of the
          Participant.  The circumstances  that will constitute an unforeseeable
          emergency  will depend upon the facts of each case,  but, in any case,
          payment may not be made to the extent that such  hardship is or may be
          relieved--(i)  through  reimbursement  or compensation by insurance or
          otherwise;  (ii) by liquidation of the  Participant's  assets,  to the
          extent the  liquidation  of such assets  would not itself cause severe
          financial hardship; or (iii) by cessation of deferrals under the Plan.
          Examples of what are not  considered to be  Unforeseeable  Emergencies
          include  the  need to send a  Participant's  child to  college  or the
          desire  to  purchase  a  home.   Distributions  in  the  event  of  an
          Unforeseeable  Emergency shall only be made in an amount calculated by
          the  Participant,  and  approved  by  the  Plan  Administrator,  to be
          necessary to reasonably satisfy the emergency need.

5.9       Voluntary  Distribution.  A Participant  who is an active  employee or
          Director may request, in writing to the Plan Administrator, to have up
          to 100% of the Participant's Deferred Compensation Account distributed
          in a  single  lump  sum to the  Participant  at any  time  and for any
          reason,  subject to a penalty of 10% of the  amount  distributed.  The
          penalty  shall  be  forfeited  to  the  Company.  There  is a  minimum
          distribution  request  amount of $10,000.  A requesting  Participant's
          deferral  elections  shall be revoked for the balance of the Plan Year
          in which the voluntary  distribution  request is granted and deferrals
          shall not be permitted for the following  Plan Year. The amount of the

                                       15


FIRST TENNESSEE NATIONAL CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN


          distribution  shall be subtracted first from the vested portion of the
          Participant's  Retirement/Termination  Account until depleted and then
          from the In-Service Accounts (if any) beginning with the most distant.
          Values for purposes of administering  this Section shall be determined
          on  the  date  the  Plan  Administrator  approves  the  amount  of the
          distribution, or such other date determined by the Plan Administrator.

5.10      Court Order. In the event of a final,  non-appealable valid order of a
          Court of competent  jurisdiction in a domestic  relations matter which
          requires a distribution of a Participant's  Account or portion thereof
          , the Plan  Administrator  may,  in its sole  discretion,  treat  such
          request as though it were a request  for a Hardship  withdrawal  which
          satisfied the requirements of an unforeseen severe financial  hardship
          and make a distribution to the Participant, or court ordered recipient
          as the case may be in the amount necessary to satisfy the Court order.

5.11      Pro-rata   subtraction  from  Investment   Options.  In  the  event  a
          distribution  under  this  Article  V (e.g.  an  installment  payment,
          hardship  or  voluntary  distribution,  etc.) is less than the  entire
          Account  Balance  and the  Account  is  allocated  over  more than one
          Investment  Option,  the  distribution  shall be subtracted  from each
          Investment  Option  in  a  pro-rata  manner  determined  in  the  sole
          discretion of the Plan Administrator.



                                   ARTICLE VI
                                 ADMINISTRATION
                                 --------------

6.1       Plan  Administration.  This  Plan  shall be  administered  by the Plan
          Administrator,  which shall have sole discretionary authority to make,
          amend, interpret and enforce all appropriate rules and regulations for
          the  administration  of this Plan and to  utilize  its  discretion  to
          decide or resolve any and all questions,  including but not limited to
          eligibility  for  benefits  and  interpretations  of this Plan and its
          terms, as may arise in connection  with the Plan.  Claims for benefits
          shall be filed with the Plan  Administrator and resolved in accordance
          with the claims procedures in Article IX.

6.2       Withholding.  The Employer  shall have the right to withhold  from any
          payment made under the Plan (or any amount deferred into the Plan) any
          taxes  required by law to be  withheld in respect of such  payment (or
          deferral).

6.3       Indemnification.  The Company  shall  indemnify and hold harmless each
          employee,  officer,  director,  agent or  organization,  to whom or to
          which  is  delegated  duties,  responsibilities,  and  authority  with
          respect  to   administration   of  the  Plan,   against   all  claims,
          liabilities, fines and penalties, and all expenses reasonably incurred
          by or imposed upon him or it (including  but not limited to reasonable
          attorney  fees)  which  arise as a  result  of his or its  actions  or
          failure to act in connection with the operation and  administration of

                                       16

FIRST TENNESSEE NATIONAL CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN



          the Plan to the extent lawfully  allowable and to the extent that such
          claim,  liability,  fine,  penalty,  or  expense  is not  paid  for by
          liability   insurance   purchased   or  paid   for  by  the   Company.
          Notwithstanding  the  foregoing,  the Company  shall not indemnify any
          person or organization if his or its actions or failure to act are due
          to gross  negligence  or  willful  misconduct  or for any such  amount
          incurred through any settlement or compromise of any action unless the
          Company consents in writing to such settlement or compromise.

6.4       Expenses.  The expenses of administering the Plan shall be paid by the
          Participating Employer(s).

6.5       Delegation of Authority.  In the administration of this Plan, the Plan
          Administrator  may,  from time to time,  employ agents and delegate to
          them such  administrative  duties as it sees fit, and may from time to
          time  consult  with  legal  counsel  who may be legal  counsel  to the
          Company.

6.6       Binding  Decisions  or  Actions.  The  decision  or action of the Plan
          Administrator  in  respect  of  any  question  arising  out  of  or in
          connection with the administration,  interpretation and application of
          the Plan and the rules and regulations  thereunder  shall be final and
          conclusive  and binding  upon all persons  having any  interest in the
          Plan.


                                   ARTICLE VII
                         AMENDMENT AND PLAN TERMINATION
                         ------------------------------

7.1       Amendment and Plan Termination.  The Plan is intended to be permanent,
          but the  Committee  may at any time modify,  amend,  or terminate  the
          Plan, provided that such modification,  amendment or termination shall
          not  cancel,  reduce,  or  otherwise  adversely  affect  the amount of
          benefits of any Participant  accrued (and,  except as provided in this
          Section  7.1 any form of payment  elected)  as of the date of any such
          modification,  amendment,  or termination,  without the consent of the
          Participant.  The  Committee  shall  be  permitted,  upon  total  Plan
          termination,   to  instruct  the  Plan   Administrator   to  pay  each
          Participant  (without  such  Participant's  consent) a lump sum in the
          amount of such  Participant's  Account  Balance as of the date of such
          Plan termination.

7.2       Adverse  Income Tax  Determination.  Notwithstanding  anything  to the
          contrary in the Plan, if any Participant  receives a deficiency notice
          from the United States Internal Revenue Service asserting constructive
          receipt of amounts payable under the Plan, or if legislation is passed
          or IRS  regulations  or other  guidance is issued which causes current
          income   taxation   of   deferred   amounts,   Company   Discretionary
          Contributions,  and/or the investment  earnings attributed thereto due
          to any Participant distribution,  right to such distribution, or other
          Plan provision,  the Committee, in its sole discretion,  may terminate
          the Plan or such  Participant's  participation in the Plan, and/or may
          declare  null and void any Plan  provision  with  respect to  affected
          Participants.  In addition,  it is intended that this Plan comply with

                                       17


FIRST TENNESSEE NATIONAL CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN



          all provisions of the Code and  regulations and rulings in effect from
          time to time regarding the permissible  deferral of  compensation  and
          taxes thereon,  and it is understood that this Plan does so comply. If
          the laws of the United States or of any relevant  state are amended or
          construed in such a way as to make this Plan (or its intended deferral
          of  compensation  and  taxes)  in  whole  or in part  void,  then  the
          Committee, in its sole discretion, may choose to terminate the Plan or
          it may (to the extent it deems practicable) give effect to the Plan in
          such a  manner  as it deems  will  best  carry  out the  purposes  and
          intentions of this Plan.



                                  ARTICLE VIII
                                INFORMAL FUNDING
                                ----------------

8.1       General  Assets.  All benefits in respect of a Participant  under this
          Plan shall be paid directly from the general funds of the Company,  or
          a rabbi trust  created by the  Company  for the purpose of  informally
          funding the Plan,  and other than such rabbi  trust,  if  created,  no
          special or separate fund shall be established and no other segregation
          of assets shall be made to assure payment.  No Participant,  spouse or
          Beneficiary shall have any right,  title or interest whatever in or to
          any  investments  which the  Company,  or any of its  subsidiaries  or
          affiliated  companies,  may make to aid the  Company  in  meeting  its
          obligation  hereunder,  including  any assets  held by a rabbi  trust.
          Nothing  contained in this Plan,  and no action taken  pursuant to its
          provisions,  shall  create  or be  construed  to create a trust of any
          kind, or a fiduciary relationship,  between the Company, or any if its
          subsidiaries or affiliated  companies,  and any Employee,  spouse,  or
          Beneficiary. To the extent that any person acquires a right to receive
          payments from the Company  hereunder,  such rights are no greater than
          the right of an unsecured general creditor of the Company.

8.2       Rabbi  Trust.  The Company  may, at its sole  discretion,  establish a
          grantor  trust,  commonly  known as a rabbi  trust,  as a vehicle  for
          accumulating  the assets needed to pay the promised  benefit,  and the
          Company and/or the Employer may  contribute  from time to time to such
          rabbi  trust,  if  established,  but the  Company  shall  be  under no
          obligation to establish any such trust or any other  informal  funding
          vehicle.


                                   ARTICLE IX
                                     CLAIMS
                                     ------

9.1       Filing a Claim. Any controversy or claim arising out of or relating to
          the Plan shall be filed with the Plan  Administrator  which shall make
          all  determinations  concerning  such claim.  Any decision by the Plan
          Administrator  denying  such claim  shall be in  writing  and shall be
          delivered  to  the   Participant  or  Beneficiary   filing  the  claim
          ("Claimant").  Such decision shall set forth the reasons for denial in
          plain  language.  Pertinent  provisions of the Plan document  shall be
          cited and,  where  appropriate,  an explanation as to how the Claimant
          can perfect the claim will be provided, including a description of any
          additional  material or  information  necessary to complete the claim,

                                       18


FIRST TENNESSEE NATIONAL CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN


          and an  explanation  of why such material or information is necessary.
          The claim  denial  also  shall  include an  explanation  of the claims
          review  procedures and the time limits  applicable to such procedures,
          including a statement of the Claimant's  right to bring a civil action
          under Section 502(a) of ERISA following an adverse decision on review.
          This notice of denial of benefits  will be provided  within 90 days of
          the Plan Administrator's receipt of the Claimant's claim for benefits.
          If the Plan Administrator fails to notify the Claimant of its decision
          regarding the Claimant's claim, the claim shall be considered  denied,
          and the Claimant  shall then be permitted to proceed with an appeal as
          provided in this Article. If the Plan Administrator determines that it
          needs additional time to review the claim, the Plan Administrator will
          provide the Claimant with a notice of the extension  before the end of
          the initial 90-day period. The extension will not be more than 90 days
          from the end of the initial  90-day period and the notice of extension
          will explain the special  circumstances that require the extension and
          the date by which the Plan Administrator expects to make a decision.

9.3       Appeal.  A Claimant  who has been  completely  or  partially  denied a
          benefit shall be entitled to appeal this denial of his claim by filing
          a written appeal with the Plan  Administrator no later than sixty (60)
          days  after:  (a) receipt of the  written  notification  of such claim
          denial,  or (b) the lapse of ninety  (90) days  without  an  announced
          decision notice of extension.  A Claimant who timely requests a review
          of his or her denied claim (or his or her  authorized  representative)
          may review, upon request and free of charge,  copies of all documents,
          records  and other  information  relevant to the denial and may submit
          written comments, documents, records and other information relevant to
          the claim to the Plan  Administrator.  The Plan  Administrator may, in
          its sole discretion and if it deems  appropriate or necessary,  decide
          to hold a hearing  with  respect to the claim  appeal.  Following  its
          review of any additional  information  submitted by the Claimant,  the
          Plan Administrator shall render a decision on its review of the denied
          claim in the following manner:

          (a)  The Plan  Administrator  shall make its  decision  regarding  the
               merits of the denied claim within 60 days  following  His receipt
               of the appeal (or within 120 days after such  receipt,  in a case
               where there are special circumstances requiring extension of time
               for reviewing the appealed claim).  It shall deliver the decision
               to the Claimant in writing. If an extension of time for reviewing
               the appeal is required because of special circumstances,  written
               notice of the extension  shall be furnished to the Claimant prior
               to the  commencement  of the extension.  The notice will indicate
               the special circumstances requiring the extension of time and the
               date by which  the  Plan  Administrator  expects  to  render  the
               determination on review.

          (b)  The review will take into account  comments,  documents,  records
               and other  information  submitted by the Claimant relating to the
               claim without regard to whether such information was submitted or
               considered in the initial benefit determination.

                                       19

FIRST TENNESSEE NATIONAL CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN



          (c)  The decision on review shall set forth a specific  reason for the
               decision,  and shall cite  specific  references  to the pertinent
               Plan provisions on which the decision is based.

          (d)  The decision on review will include a statement that the Claimant
               is  entitled  to  receive,  upon  request  and  free  of  charge,
               reasonable  access to and copies of all  documents,  records,  or
               other information relevant to the Claimant's claim for benefits.

          (e)  The  decision on review will include a statement  describing  any
               voluntary appeal  procedures  offered by the plan and a statement
               of the  Claimant's  right to bring an action under Section 502(a)
               of ERISA.

          (f)  A Claimant may not bring any legal action relating to a claim for
               benefits  under  the Plan  unless  and  until  the  Claimant  has
               followed the claims  procedures  under the Plan and exhausted his
               or her administrative remedies under such claims procedures.


                                    ARTICLE X
                               GENERAL CONDITIONS
                               ------------------

10.1      Anti-assignment  Rule.  No  interest  of any  Participant,  spouse  or
          Beneficiary  under this Plan and no benefit payable hereunder shall be
          assigned as security  for a loan,  and any such  purported  assignment
          shall be null,  void and of no effect,  nor shall any such interest or
          any such  benefit be  subject in any  manner,  either  voluntarily  or
          involuntarily,   to  anticipation,   sale,  transfer,   assignment  or
          encumbrance by or through any Participant, spouse or Beneficiary.

10.2      No Legal or Equitable  Rights or  Interest.  No  Participant  or other
          person  shall have any legal or  equitable  rights or interest in this
          Plan that are not  expressly  granted in this Plan.  Participation  in
          this Plan does not give any  person  any right to be  retained  in the
          service  of the  Company  or any of  its  subsidiaries  or  affiliated
          companies.  The  right  and  power  of  the  Company  (or  any  of its
          subsidiaries or affiliated  companies that is the Employee's employer)
          to dismiss or discharge an Employee is expressly reserved.

10.3      No Employment Contract. Nothing contained herein shall be construed to
          constitute  a  contract  of  employment  between an  Employee  and the
          Company  or  Employer,  or  any  of  its  subsidiaries  or  affiliated
          companies.

10.4      Headings. The headings of Sections are included solely for convenience
          of reference,  and if there is any conflict  between such headings and
          the text of this Plan, the text shall control.

                                       20


FIRST TENNESSEE NATIONAL CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN



10.5      Invalid or  Unenforceable  Provisions.  If any  provision of this Plan
          shall  be  held  invalid  or   unenforceable,   such   invalidity   or
          unenforceability  shall not affect any other provisions hereof and the
          Plan  Administrator  may elect in its sole discretion to construe such
          invalid or  unenforceable  provisions  in a manner  that  conforms  to
          applicable  law or as if such  provisions,  to the  extent  invalid or
          unenforceable, had not been included.

10.6      Governing  Law. To the extent not preempted by ERISA,  the laws of the
          State of Tennessee shall govern the construction and administration of
          the Plan.


                                       21


FIRST TENNESSEE NATIONAL CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN



IN WITNESS WHEREOF,  the Company and Participating  Employer(s) have caused this
Plan to be adopted, effective as of September 1, 2003.

                                            FIRST TENNESSEE NATIONAL
                                            CORPORATION ("COMPANY")

                                            By: _______________________________

                                            Its: ______________________________


                                            FIRST TENNESSEE BANK NATIONAL
                                            ASSOCIATION ("PARTICIPATING
                                            EMPLOYER")

                                            By: _______________________________

                                            Its: ______________________________

                                       22













                                    EXHIBIT 5
                                    ---------

      Opinion And Consent of Baker, Donelson, Bearman, Caldwell & Berkowitz
      ---------------------------------------------------------------------

                                                           September 12, 2003


First Tennessee National Corporation
165 Madison
Memphis, Tennessee  38103

Gentlemen:

     We  have  acted  as  securities   counsel  for  First  Tennessee   National
Corporation,  a Tennessee  corporation (the  "Company"),  in connection with the
Company's  Registration  Statement on Form S-8 (the  "Registration  Statement"),
pursuant to the Securities Act of 1933, as amended, relating to the Registrant's
First Tennessee National  Corporation  Nonqualified  Deferred  Compensation Plan
(the  "Plan").  This  opinion  is being  furnished  in  response  to Item 601 of
Regulation S-K and the instructions to Form S-8.

     We are familiar with the  proceedings  to date with respect to the proposed
offering  and have  examined  such  records,  documents  and  matters of law and
satisfied  ourselves as to such matters of fact as we have  considered  relevant
for purposes of this opinion.

     On the basis of the foregoing, we are of the opinion that:

     1.   The Company is a corporation  duly  organized  and existing  under the
     laws of the State of Tennessee.

     2.   The Plan has been duly and validly  authorized  and  adopted,  and the
     securities being  registered  under the Registration  Statement that may be
     issued  and sold  from time to time in  accordance  with the Plan have been
     duly  authorized for issuance and will,  when issued,  sold and paid for in
     accordance with the Plan, be validly issued, fully paid and non-assessable.

     The  foregoing  opinion is limited to the federal laws of the United States
and the corporate laws of the State of Tennessee,  and we are not expressing any
opinion as to the effect of the laws of any other jurisdiction.

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

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

                                         Very truly yours,

                                         /s/ BAKER, DONELSON, BEARMAN, CALDWELL
                                         & BERKOWITZ, PC


                                Exhibit 5.1 - 1


                                  EXHIBIT 23.2
                                  ------------

                          INDEPENDENT AUDITORS' CONSENT


The Board of Directors
First Tennessee National Corporation:

We consent to the  incorporation by reference in the  registration  statement on
Form S-8  pertaining to the  registering  of deferred  compensation  obligations
under  the  First   Tennessee   National   Corporation   Nonqualified   Deferred
Compensation  Plan of our report dated  February  21, 2003,  with respect to the
consolidated statement of condition of First Tennessee National Corporation (the
Company) as of December  31, 2002 and the  related  consolidated  statements  of
income,  shareholders'  equity  and cash  flows for the year then  ended,  which
report is  incorporated by reference in the Company's 2002 Annual Report on Form
10-K, and to all references to our firm included therein.

Our report  refers to our audit of the  adjustments  that were  applied  for the
restatements of the 2001 and 2000  consolidated  financial  statements,  as more
fully described in Notes 1 and 22 to the consolidated financial statements,  and
the  revision  described  in Note 7 to the  consolidated  financial  statements.
However,  we were not engaged to audit,  review,  or apply any procedures to the
2001 and 2000 consolidated  financial statements other than with respect to such
adjustments.


KPMG LLP


September 12, 2003







                                 Exhibit 23.2-1



                                   EXHIBIT 24
                                   ----------

                                POWER OF ATTORNEY
                                -----------------


     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below does hereby constitute and appoint JAMES F. KEEN, CLYDE A. BILLINGS,  JR.,
and MILTON A. GUTELIUS, JR., jointly and each of them severally, his or her true
and lawful  attorney-in-fact  and agent,  with full  power of  substitution  and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all capacities,  to execute and sign the Registration  Statement on Form S-8
to be  filed  with the  Securities  and  Exchange  Commission,  pursuant  to the
provisions  of  the  Securities  Act  of  1933,  by  First  Tennessee   National
Corporation  ("Corporation")  relating to the issuance of  $30,000,000  Deferred
Compensation  Obligations  of the  Corporation  pursuant to the First  Tennessee
National  Corporation  Nonqualified  Deferred  Compensation  Plan  ("Plan") and,
further,  to  execute  and sign  any and all  pre-effective  and  post-effective
amendments  thereto and to file the same,  with all  exhibits  thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorneys-in-fact  and agents, and each of them, or their or
his or her substitute or substitutes, full power and authority to do and perform
each and every act and thing  requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do  in  person,   hereby  ratifying  and  confirming  all  the  acts  that  said
attorneys-in-fact  and agents, or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.



                                                                                         


                NAME                                   TITLE                                      DATE

/s/ Ralph Horn                           Chairman of the Board and a Director                  May 13, 2003
--------------------------------------
Ralph Horn

                                         President, Chief Executive Officer and a              May 13, 2003
/s/ J. Kenneth Glass                     Director (principal executive officer)
--------------------------------------
J. Kenneth Glass

                                         Executive Vice President, Chief Financial             May 13, 2003
                                         Officer and Corporate Controller
                                         (principal financial officer and principal
/s/ James F. Keen                        accounting officer)
--------------------------------------
James F. Keen

/s/ Robert C. Blattberg                  Director                                              May 13, 2003
--------------------------------------
Robert C. Blattberg

/s/ George E. Cates                      Director                                              May 13, 2003
--------------------------------------
George E. Cates

/s/ James A. Haslam, III                 Director                                              May 13, 2003
--------------------------------------
James A. Haslam, III

/s/ R. Brad Martin                       Director                                              May 13, 2003
--------------------------------------
R. Brad Martin

/s/ Vicki R. Palmer                      Director                                              May 13, 2003
--------------------------------------
Vicki R. Palmer



                                 Exhibit 24 - 1



                                                                                         


/s/ Michael D. Rose                      Director                                              May 13, 2003
--------------------------------------
Michael D. Rose

/s/ William B. Sansom                    Director                                              May 13, 2003
--------------------------------------
William B. Sansom

/s/ Jonathan P. Ward                     Director                                              May 13, 2003
--------------------------------------
Jonathan P. Ward

/s/ Luke Yancy, III                      Director                                              May 13, 2003
--------------------------------------
Luke Yancy, III




                                 Exhibit 24 - 2