FIRST HORIZON ASSET SECURITIES INC.
               MORTGAGE PASS-THROUGH CERTIFICATES
                      (Issuable in Series)

                     UNDERWRITING AGREEMENT


First Tennessee Bank National Association          Memphis, Tennessee
845 Crossover Lane, Suite 150                      November 20, 2003
Memphis, Tennessee 38117

Ladies and Gentlemen:

     First Horizon Asset Securities Inc., a corporation organized
and existing under the laws of the State of Delaware (the
"Company"), may offer for sale to you and to each of the other
several underwriters, if any, participating in an underwriting
syndicate managed by you, from time to time its Mortgage Pass-
Through Certificates evidencing interests in pools of mortgage
loans (the "Certificates").  The Certificates may be issued in
various series, and within each series, in one or more classes,
in one or more offerings on terms determined at the time of sale
(each such series, a "Series" and each such class, a "Class").
Each Series of the Certificates will be issued under a separate
Pooling and Servicing Agreement (each, a "Pooling and Servicing
Agreement") to be dated as of the respective cut-off date (each,
a "Cut-off Date") among the Company, as depositor, First
Horizon Home Loan Corporation, as seller and master servicer, you
and The Bank of New York, as trustee (the "Trustee").  Capitalized
terms used but not defined herein shall have the meanings given
to them in the related Pooling and Servicing Agreement.

     The Certificates issued under each Pooling and Servicing
Agreement will represent the entire beneficial ownership interest
in a trust fund (the "Trust Fund") established by such Pooling
and Servicing Agreement.  The assets of each Trust Fund will
consist primarily of (i) one or more pools of conventional, fixed
rate, first lien, fully amortizing, one- to four-family
residential mortgage loans (the "Mortgage Loans") having the
original terms to maturity specified in the related Terms
Agreement referred to hereinbelow, (ii) mortgage pass-through
securities issued or guaranteed by Ginnie Mae, Fannie Mae or
Freddie Mac, or (iii) private mortgage-backed securities backed
by first lien mortgage loans secured by one- to four-family
residential properties or participations therein.  If so
specified in the related Terms Agreement, one or more elections
may be made to treat the assets of each Trust Fund as a real
estate mortgage investment conduit (each, a "REMIC") for federal
income tax purposes.

     Whenever the Company determines to make an offering of
Certificates (each, a "Certificate Offering") pursuant to this
Agreement through you, it will enter into an agreement (the
"Terms Agreement") providing for the sale of specified Classes of
Offered Certificates (as defined below) to, and the purchase and
public offering thereof by, you and such other underwriters, if
any, selected by you as have authorized you to enter into such
Terms Agreement on their behalf (the underwriters in any such
Terms Agreement being referred to herein as "Underwriters," which
term shall include you whether acting alone in the sale of any


                               -1-

<PAGE>

Series of Certificates or as a member of the underwriting
syndicate).  Each such Certificate Offering that the Company
elects to make pursuant to this Agreement shall be governed by
this Agreement, as supplemented by the related Terms Agreement.
Each Terms Agreement, which shall be substantially in the form
of Exhibit A hereto, shall specify, among other things, the
Classes of Certificates to be purchased by the Underwriters
(the "Offered Certificates"), the names of the Underwriters
participating in such offering (subject to substitution as
provided in Section 16 hereof) and the principal amount of
the Offered Certificates which each severally agrees to purchase,
the names of such other Underwriters, if any, acting as
co-managers with you in connection with each offering, the
principal balance or balances of the Offered Certificates, each
subject to any stated variance, and the price or prices at which
such Offered Certificates are to be purchased by the Underwriters
from the Company.

     1.   REPRESENTATIONS AND WARRANTIES.  The Company represents and
warrants to and agrees with each Underwriter, as of the date of
the related Terms Agreement, that:

          (a)  The registration statement specified in the related Terms
     Agreement, on Form S-3, including a prospectus, has been filed
     with the Securities and Exchange Commission (the "Commission")
     for the registration under the Securities Act of 1933, as amended
     (the "Act"), of mortgage pass-through certificates issuable in
     series, which registration statement has been declared effective
     by the Commission.  Such registration statement, as amended to
     the date of the related Terms Agreement, including any documents
     incorporated by reference therein pursuant to Item 12 of Form S-3
     under the Act which were filed under the Securities Exchange Act
     of 1934, as amended (the "Exchange Act"), on or before the
     effective date of the Registration Statement, is hereinafter
     called the "Registration Statement," and such prospectus, as such
     prospectus is supplemented by a prospectus supplement relating to
     the Offered Certificates of the related Series, each in the form
     first filed after the date of the related Terms Agreement
     pursuant to Rule 424(b) under the Act, including any documents
     incorporated by reference therein pursuant to Item 12 of Form S-3
     under the Act which were filed under the Exchange Act on or
     before the date of such prospectus supplement (other than any
     such incorporated documents that relate to Collateral Term Sheets
     (as defined herein)) (such prospectus supplement, including such
     incorporated documents (other than those that relate to
     Collateral Term Sheets), in the form first filed after the date
     of the related Terms Agreement pursuant to Rule 424(b) is
     hereinafter called the "Prospectus Supplement"), is hereinafter
     called the "Prospectus."  Any reference herein to the terms
     "amend," "amendment" or "supplement" with respect to the
     Registration Statement, the Prospectus or the Prospectus
     Supplement shall be deemed to refer to and include the filing of
     any document under the Exchange Act after the effective date of
     the Registration Statement or the issue date of the Prospectus or
     Prospectus Supplement, as the case may be, deemed to be
     incorporated therein by reference pursuant to Item 12 of Form S-3
     under the Act.

          (b)  The related Registration Statement, at the time it became
     effective, and the Prospectus contained therein, and any
     amendments thereof and supplements thereto filed prior to the
     date of the related Terms Agreement, conformed in all material
     respects to the requirements of the Act and the rules and
     regulations of the Commission thereunder; on the date of the
     related Terms Agreement and on each Closing Date (as

                               -2-

<PAGE>

     defined in Section 3 below), the related Registration Statement
     and the related Prospectus, and any amendments thereof and supplements
     thereto, will conform in all material respects to the requirements of
     the Act and the rules and regulations of the Commission thereunder; such
     Registration Statement, at the time it became effective, did
     not contain any untrue statement of a material fact or omit
     to state a material fact required to be stated therein or
     necessary to make the statements therein not misleading;
     such prospectus, on the date of any filing pursuant to Rule
     424(b) and on each Closing Date, will not include any untrue
     statement of a material fact or omit to state a material
     fact necessary to make the statements therein, in the light
     of the circumstances under which they are made, not
     misleading; and the detailed description (each, a "Detailed
     Description") filed in connection with any Pre-Funding
     Arrangement referred to in such Prospectus, on each closing
     date relating to the purchase of the related Subsequent
     mortgage loans and the date of any filing thereof under
     cover of Form 8-K, will not include any untrue statement of
     a material fact or omit to state any information which such
     Prospectus states will be included in such Detailed
     Description; provided, however, that the Company makes no
     representations or warranties as to the information
     contained in or omitted from (A) such Registration Statement
     or such Prospectus (or any supplement thereto) in reliance
     upon and in conformity with written information furnished to
     the Company by or on behalf of any Underwriter specifically
     for use in the preparation thereof or (B) any Current Report
     (as defined in Section 5(b) below), or in any amendment
     thereof or supplement thereto, incorporated by reference in
     such Registration Statement or such Prospectus (or any
     amendment thereof or supplement thereto).

          (c)  The Certificates of the related Series will conform to the
     description thereof contained in the related Prospectus; will
     each, if rated at the time of issuance in one of the two highest
     rating categories by a nationally recognized statistical rating
     organization, be when issued a "mortgage related security" as
     such term is defined in Section 3(a)(41) of the Exchange Act, and
     will each on the related Closing Date be duly and validly
     authorized, and, when validly executed, countersigned, issued and
     delivered in accordance with the related Pooling and Servicing
     Agreement and sold to the Underwriters as provided herein and in
     the related Terms Agreement, will each be validly issued and
     outstanding and entitled to the benefits of the related Pooling
     and Servicing Agreement.

          (d)  Neither the issuance nor sale of the Certificates of the
     related Series nor the consummation of any other of the
     transactions herein contemplated, nor the fulfillment of the
     terms hereof or of the related Terms Agreement, will conflict
     with any statute, order or regulation applicable to the Company
     of any court, regulatory body, administrative agency or
     governmental body having jurisdiction over the Company or with
     any organizational document of the Company or any instrument or
     any agreement under which the Company is bound or to which it is
     a party.

          (e)  This Agreement and the related Terms Agreement have been
     duly authorized, executed and delivered by the Company.

          (f)  At or prior to the related Closing Date, the Company will
     have entered into the related Pooling and Servicing Agreement
     and, assuming the due authorization,

                               -3-

<PAGE>

     execution and delivery thereof by the other parties thereto, such
     Pooling and Servicing Agreement (on such Closing Date) will constitute
     the valid and binding agreement of the Company enforceable in
     accordance with its terms, subject as to enforceability, to
     bankruptcy, insolvency, reorganization or other similar laws
     affecting creditors' rights and to general principles of
     equity (regardless of whether the enforceability of such
     Pooling and Servicing Agreement is considered in a
     proceeding in equity or at law).

     2.   PURCHASE AND SALE.  Subject to the execution of the Terms
Agreement for a particular Certificate Offering and subject to
the terms and conditions and in reliance upon the representations
and warranties set forth in this Agreement and such Terms
Agreement, the Company agrees to sell to each Underwriter,
severally and not jointly, and each Underwriter, severally and
not jointly, agrees to purchase from the Company, the respective
original principal amounts of the Offered Certificates set forth
in the applicable Terms Agreement opposite the name of such
Underwriter, plus any additional original principal amount of
Offered Certificates which such Underwriter may be obligated to
purchase pursuant to Section 16 hereof at the purchase price
therefor set forth in such Terms Agreement (the "Purchase
Price").

     The parties hereto agree that settlement for all securities
sold pursuant to this Agreement and the applicable Terms
Agreement shall take place on the settlement date agreed upon at
the time of the related transaction and set forth as the "Closing
Date" in such Terms Agreement and not as set forth in Rule 15c6-
1(a) of the Exchange Act.

     3.   DELIVERY AND PAYMENT.  Delivery of and payment for the
Offered Certificates of a Series shall be made at the offices of
Andrews Kurth LLP, Dallas, Texas, at 10:00 A.M., Dallas time, on
the Closing Date specified in the related Terms Agreement, which
date and time may be postponed by agreement between you and the
Company (such date and time being herein called the "Closing
Date").  Delivery of such Offered Certificates shall be made to
you for the respective accounts of the Underwriters against
payment of the Purchase Price thereof to or upon the order of the
Company by wire transfer in federal or other immediately
available funds or by check payable in federal funds, as the
Company shall specify no later than five full business days prior
to such Closing Date.  Unless delivery is made through the
facilities of The Depository Trust Company, the Offered
Certificates shall be registered in such names and in such
authorized denominations as you may request not less than two
full business days in advance of each Closing Date.

     The Company agrees to notify you at least two business days
before each Closing Date of the exact principal balance evidenced
by the Offered Certificates and to have such Offered Certificates
available for inspection, checking and packaging in Dallas,
Texas, no later than 12:00 noon on the business day prior to such
Closing Date.



                               -4-

<PAGE>

     4.   OFFERING BY THE UNDERWRITER.  It is understood that the
Underwriters propose to offer the Offered Certificates of the
related Series for sale to the public as set forth in the related
Prospectus.

     5.   AGREEMENTS.  The Company agrees with each Underwriter that:

          (a)  The Company will cause the Prospectus as supplemented by a
     Prospectus Supplement relating to the Offered Certificates to be
     filed pursuant to Rule 424 under the Act and will promptly advise
     you when such Prospectus as so supplemented has been so filed, and
     prior to the termination of the Certificate Offering to which such
     Prospectus relates also will promptly advise you (i) when any
     amendment to the related Registration Statement specifically relating
     to such Offered Certificates shall have become effective or any
     further supplement to such Prospectus has been filed, (ii)
     of any request by the Commission for any amendment of such
     Registration Statement or Prospectus or for any additional
     information, (iii) of the issuance by the Commission of any
     stop order suspending the effectiveness of such Registration
     Statement or the institution or threatening of any
     proceeding for that purpose and (iv) of the receipt by the
     Company of any written notification with respect to the
     suspension of the qualification of such Offered Certificates
     for sale in any jurisdiction or the initiation or
     threatening of any proceeding for such purpose.  The Company
     will not file any amendment of the related Registration
     Statement or supplement to the related Prospectus (other
     than any amendment or supplement specifically relating to
     one or more Series of mortgage pass-through certificates
     other than the Series that includes the related Offered
     Certificates or any Exchange Act filings other than Current
     Reports) unless the Company has furnished you and your
     counsel with a copy for your respective review prior to
     filing and you have consented to such filing.  The Company
     will use its best efforts to prevent the issuance of any
     such stop order and, if issued, to obtain as soon as
     possible the withdrawal thereof.

          (b)  The Company will cause any Computational Materials and any
     Structural Term Sheets (each as defined in Section 8 below) with
     respect to the Offered Certificates of a Series that are
     delivered by any Underwriter to the Company pursuant to Section 8
     to be filed with the Commission on a Current Report on Form 8-K
     (each such filing of such materials, a "Current Report") pursuant
     to Rule 13a-11 under the Exchange Act on the business day
     immediately following the later of (i) the day on which such
     Computational Materials and Structural Term Sheets are delivered
     to counsel for the Company by such Underwriter, and (ii) the date
     on which this Agreement is executed and delivered.  The Company
     will cause any Collateral Term Sheet (as defined in Section 9
     below) with respect to the Offered Certificates of a Series that
     is delivered by any Underwriter to the Company in accordance with
     the provisions of Section 9 to be filed with the Commission on a
     Current Report pursuant to Rule l3a-11 under the Exchange Act on
     the business day immediately following the day on which such
     Collateral Term Sheet is delivered to counsel for the Company by
     such Underwriter.  Each such Current Report shall be incorporated
     by reference in the related Prospectus and the related
     Registration Statement.


                               -5-

<PAGE>

          (c)  If, at any time when a prospectus relating to the Offered
     Certificates of a Series is required to be delivered under the
     Act, any event occurs as a result of which the related Prospectus
     as then amended or supplemented would include any untrue
     statement of a material fact or omit to state any material fact
     necessary to make the statements therein in light of the
     circumstances under which they were made not misleading, or if it
     shall be necessary at any time to amend or supplement the related
     Prospectus to comply with the Act or the rules thereunder, the
     Company promptly shall prepare and file with the Commission,
     subject to the penultimate sentence of paragraph (a) of this
     Section 5, an amendment or supplement which will correct such
     statement or omission or an amendment which will effect such
     compliance.

          (d)  The Company will furnish to each Underwriter and counsel for
     the Underwriters, without charge, as many signed copies of the
     related Registration Statement (including exhibits thereto) and,
     so long as delivery of a prospectus by such Underwriter or dealer
     may be required by the Act, as many copies of the related
     Prospectus and any supplements thereto as such Underwriter may
     reasonably request.

          (e)  The Company will furnish such information, execute such
     instruments and take such actions as may be reasonably requested
     by you to qualify the Offered Certificates of a Series for sale
     under the laws of such jurisdictions as the Underwriter may
     designate, to maintain such qualifications in effect so long as
     required for the distribution of such Offered Certificates and to
     determine the legality of such Offered Certificates for purchase
     by institutional investors; provided, however, that the Company
     shall not be required to qualify to do business in any
     jurisdiction where it is not qualified on the date of the related
     Terms Agreement or to take any action which would subject it to
     general or unlimited service of process in any jurisdiction in
     which it is not, on the date of the related Terms Agreement,
     subject to such service of process.

          (f)  So long as the Offered Certificates of a Series are
     outstanding, the Company will furnish to each Underwriter, upon
     request, copies of the annual independent public accountants'
     servicing report furnished to the Trustee pursuant to the related
     Pooling and Servicing Agreement.

          (g)  Unless otherwise specified in the related Terms Agreement,
     the Company will pay, and First Horizon Home Loan Corporation
     will cause the Company to pay, all expenses incident to the
     performance of the Company's obligations under this Agreement and
     the applicable Terms Agreement (other than the expenses of
     Deloitte & Touche LLP under Sections 8(c) and 9(c) hereof, the
     Underwriters' due diligence expenses, the Underwriters' counsel
     fees and the Underwriters' own expenses, which will be paid by
     the Underwriters), including and without limitation those related
     to: (i) the filing of the Registration Statement with respect to
     the Certificates and all amendments thereto, (ii) the printing or
     photocopying and delivery to the Underwriters, in such quantities
     as you may reasonably request, of copies of this Agreement and
     the Terms Agreement, (iii) the preparation, registration,
     issuance and delivery to the Underwriters of the Certificates
     underwritten pursuant to this Agreement, (iv) the fees and
     disbursements of the Company's counsel and accountants, and of
     any counsel rendering a closing opinion with respect to matters
     of local law, (v) the qualification of

                               -6-

<PAGE>

     the Certificates underwritten pursuant to this Agreement under
     securities and Blue Sky laws and the determination of the
     eligibility of the Certificates for investment, including filing
     fees in connection therewith, (vi) the printing and delivery to
     the Underwriters, in such quantities as they may reasonably request,
     of copies of the Registration Statement with respect to the Certificates
     underwritten pursuant to this Agreement and all amendments
     thereto, of any preliminary prospectus and preliminary prospectus
     supplement and of the Final Prospectus and all amendments and
     supplements thereto and all documents incorporated therein (other
     than exhibits to any Current Report), and of any Blue Sky Survey
     and Legal Investment Survey, (vii) the printing or photocopying
     and delivery to the Underwriters, in such quantities as you may
     reasonably request, of copies of the applicable Pooling
     Agreement, (viii) the fees charged by investment rating agencies
     requested by the Company to rate the Certificates
     underwritten pursuant to this Agreement, (ix) the fees and
     expenses, if any, incurred in connection with the listing of
     the Certificates underwritten pursuant to this Agreement on
     any national securities exchange; and (x) the fees and
     expenses of the Trustee and its counsel.

     6.   CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS.  The
obligations of the Underwriters to purchase the Offered
Certificates of any Series shall be subject to the accuracy in
all material respects of the representations and warranties on
the part of the Company contained in this Agreement, as
supplemented by the related Terms Agreement, as of the respective
dates thereof and the related Closing Date, to the accuracy of
the statements of the Company made in any applicable officers'
certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations under this
Agreement and such Terms Agreement and to the following
additional conditions applicable to the related Certificate
Offering:

          (a)  No stop order suspending the effectiveness of the related
     Registration Statement shall have been issued and no proceedings
     for that purpose shall have been instituted or threatened.

          (b)  Andrews Kurth LLP, counsel for the Company, shall have
     furnished to you an opinion addressed to the Underwriters, dated
     the related Closing Date, to the effect that:

               (i)  this Agreement and the related Terms Agreement have been
          duly executed and delivered by the Company under the laws of the
          State of New York;

               (ii) the related Pooling and Servicing Agreement has been duly
          executed and delivered by the Company under the laws of the State
          of New York and is a legal, valid and binding agreement of the
          Company enforceable against the Company in accordance with its
          terms;

               (iii) the Offered Certificates, when duly executed and
          countersigned by the Trustee in accordance with the related
          Pooling and Servicing Agreement,

                               -7-

<PAGE>

          will be validly issued and outstanding and entitled to the
          benefits of such Pooling and Servicing Agreement;

               (iv) the related Pooling and Servicing Agreement is not
          required to be qualified under the Trust Indenture Act of 1939,
          as amended, and the trust created thereunder is not required to be
          registered under the Investment Company Act of 1940, as amended;

               (v)  such counsel confirms that the related Registration
          Statement is effective under the Act and, to the best of such
          counsel's knowledge, no stop order with respect thereto has been
          issued, and no proceeding for that purpose has been instituted or
          threatened by the Commission; such Registration Statement (except
          the financial statements and schedules and other financial and
          statistical data included therein and the documents incorporated
          by reference therein, as to which such counsel need express no
          view), at the time it became effective and the related Prospectus
          (except the financial statements and schedules, the other
          financial and statistical data included therein and the documents
          incorporated by reference therein), as of the date of the Prospectus
          Supplement conformed in all material respects to the requirements of
          the Act and the rules and regulations thereunder; and no information
          has come to the attention of such counsel that causes it to believe
          that (A) such Registration Statement (except the financial statements
          and schedules and the other financial and statistical data included
          therein and the documents incorporated by reference therein, as to
          which such counsel need express no view) at the time it became
          effective, contained an untrue statement of a material fact or
          omitted to state a material fact required to be stated therein or
          necessary to make the statements therein not misleading or (B) such
          Prospectus or any amendment or supplement thereto (except the
          financial statements and schedules and the other financial and
          statistical data included therein), as of the date of the Prospectus
          Supplement, or at the related Closing Date, contained or contains an
          untrue statement of a material fact or omitted or omits to state a
          material fact necessary in order to make the statements therein, in
          the light of the circumstances under which they were made, not
          misleading;

               (vi) the statements set forth under the heading "Description of
          the Certificates" in the related Prospectus, insofar as such
          statements purport to summarize certain provisions of the related
          Pooling and Servicing Agreement and the related Offered
          Certificates, provide a fair summary of such provisions;

               (vii)     the statements set forth in the related Prospectus
          under the headings "Certain Legal Aspects of the Mortgage Loans,"
          "Material Federal Income Tax Consequences" (insofar as they
          relate specifically to the purchase, ownership and disposition of
          the related Offered Certificates) and "ERISA Considerations"
          (insofar as they relate specifically to the purchase, ownership
          and disposition of such Offered Certificates), to the extent that
          they constitute matters of law or legal conclusions, provide a
          fair summary of such law or conclusions;


                               -8-

<PAGE>

               (viii) assuming compliance with all provisions of the related
          Pooling and Servicing Agreement, for federal income tax purposes,
          (A) if any election is made to treat the assets of the Trust Fund
          as a REMIC: the related Trust Fund (and any specified subgrouping
          therein) will qualify as a REMIC pursuant to Section 860D of the
          Internal Revenue Code of 1986, as amended (the "Code"), each
          Class of Certificates of the related Series, other than the
          related Residual Class or Classes, will constitute a class of
          "regular interests" in the related REMIC within the meaning of
          the Code, and each Class of such Certificates specified in the
          related Prospectus as a Class of Residual Certificates will
          constitute the "residual interest" in the related REMIC within
          the meaning of the Code; (B) if no such REMIC election is made:
          the Trust Fund will be treated as a "grantor trust;" and

                (ix) assuming that some or all of the Offered Certificates
          of the related Series shall be rated at the time of issuance in
          one of the two highest rating categories by a nationally
          recognized statistical rating organization, each Offered
          Certificate so rated will be at the time of issuance, a
          "mortgage related security" as such term is defined in
          Section 3(a)(41) of the Exchange Act.

     Such opinion may express its reliance as to factual matters on
the representations and warranties made by, and on certificates or other
documents furnished by, officers of the parties to this Agreement, the
related Terms Agreement or the related Pooling and Servicing Agreement.
Such opinion may assume the due authorization, execution and delivery of
the instruments and documents referred to therein by the parties thereto
other than the Company.  Such opinion may be qualified, insofar as it
concerns the enforceability of the documents referred to therein, to the
extent that such enforceability may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights in general and by general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law).  Such opinion
may be further qualified as expressing no opinion as to (x) the statements
in the related Prospectus under the heading "Certain Legal Aspects of the
Mortgage Loans" except insofar as such statements relate to the laws of the
State of New York and the laws of the United States, and (y) the statements
in such Prospectus under the headings "ERISA Considerations" and "Material
Federal Income Tax Consequences" except insofar as such statements relate
to the laws of the United States.  In addition, such opinion may be qualified
as an opinion only on the laws of the States of New York and Texas and the
federal laws of the United States of America.

          (c)  Andrews Kurth LLP, counsel for the Company, shall have
     furnished to you an opinion addressed to the Underwriters, dated
     the related Closing Date, to the effect that:

               (i)  The Company has been duly incorporated and is validly
          existing as a corporation in good standing under the laws of the
          State of Delaware, with corporate power to own its properties, to
          conduct its business as described in the related Prospectus and
          to enter into and perform its obligations under this Agreement,
          the related Terms Agreement, the related Pooling and Servicing
          Agreement and the Certificates of the related Series;


                               -9-

<PAGE>

               (ii) The Company has full power and authority to sell the related
          Mortgage Loans as contemplated herein and in the related Pooling
          and Servicing Agreement;

               (iii) This Agreement, the related Terms Agreement and the
          related Pooling and Servicing Agreement have been duly
          authorized, executed and delivered by the Company under the laws
          of the State of Delaware;

               (iv) The issuance and sale of the Offered Certificates have been
          duly authorized by the Company;

               (v)  No consent, approval, authorization or order of any court or
          governmental agency or body is required for the consummation by
          the Company of the transactions contemplated herein or in the
          related Pooling and Servicing Agreement, except such as may be
          required under the blue sky laws of any jurisdiction and such
          other approvals as have been obtained;

               (vi) Neither the issuance of the Certificates of the related
          Series nor delivery of the related Offered Certificates, nor the
          consummation of any other of the transactions contemplated in
          this Agreement, the related Terms Agreement or the related
          Pooling and Servicing Agreement, nor the fulfillment of the terms
          of the related Certificates, the related Pooling and Servicing
          Agreement, this Agreement or the related Terms Agreement will
          conflict with or violate any term or provision of the articles of
          incorporation or by-laws of the Company or any statute, order or
          regulation applicable to the Company of any court, regulatory
          body, administrative agency or governmental body having
          jurisdiction over the Company and will not conflict with, result
          in a breach or violation or the acceleration of or constitute a
          default under the terms of any indenture or other agreement or
          instrument known to such counsel to which the Company is a party
          or by which it is bound; and

               (vii) There are no actions, proceedings or investigations
          pending or, to the best knowledge of such counsel, threatened
          before any court, administrative agency or other tribunal (i)
          asserting the invalidity of this Agreement, the related Terms
          Agreement, the related Pooling and Servicing Agreement or the
          related Certificates, (ii) seeking to prevent the issuance of the
          Certificates of the related Series or the consummation by the
          Company of any of the transactions contemplated by this
          Agreement, such Terms Agreement or such Pooling and Servicing
          Agreement, or (iii) which might materially and adversely affect
          the performance by the Company of its obligations under, or the
          validity or enforceability of, this Agreement, such Terms
          Agreement, such Pooling and Servicing Agreement or the related
          Certificates.

          In rendering his or her opinion such counsel may rely
     as to matters of fact, to the extent deemed proper and as
     stated therein, on certificates of responsible officers of
     the Company or public officials.  In addition, such opinion
     may be qualified as an opinion only on the general
     corporation laws of the State of Delaware.



                              -10-

<PAGE>

          (d)  In-house counsel for First Horizon Home Loan Corporation (or
     its ultimate parent) shall have furnished to you an opinion
     addressed to the Underwriters, dated the related Closing Date, to
     the effect that:

               (i)  First Horizon Home Loan Corporation has been duly
          incorporated and is validly existing as a corporation in good
          standing under the laws of the State of Kansas, with corporate
          power to own its properties, to conduct its business as described
          in the related Prospectus and to enter into and perform its
          obligations under this Agreement, the related Terms Agreement,
          the related Pooling and Servicing Agreement and the Certificates
          of the related Series;

               (ii) First Horizon Home Loan Corporation has full power and
          authority to sell and master service the related Mortgage Loans
          as contemplated herein and in the related Pooling and Servicing
          Agreement;

               (iii) This Agreement, the related Terms Agreement and the
          related Pooling and Servicing Agreement have been duly
          authorized, executed and delivered by First Horizon Home Loan
          Corporation under the law of the State of Kansas;

               (iv) The issuance and sale of the Offered Certificates have been
          duly authorized by First Horizon Home Loan Corporation;

               (v)  No consent, approval, authorization or order of any court or
          governmental agency or body is required for the consummation by
          First Horizon Home Loan Corporation of the transactions
          contemplated herein or in the related Pooling and Servicing
          Agreement, except such as may be required under the blue sky laws
          of any jurisdiction and such other approvals as have been
          obtained;

               (vi) Neither the issuance of the Certificates of the related
          Series nor delivery of the related Offered Certificates, nor the
          consummation of any other of the transactions contemplated in
          this Agreement, the related Terms Agreement or the related
          Pooling and Servicing Agreement, nor the fulfillment of the terms
          of the related Certificates, the related Pooling and Servicing
          Agreement, this Agreement or the related Terms Agreement will
          conflict with or violate any term or provision of the articles of
          incorporation or by-laws of First Horizon Home Loan Corporation
          or any statute, order or regulation applicable to First Horizon
          Home Loan Corporation of any court, regulatory body,
          administrative agency or governmental body having jurisdiction
          over First Horizon Home Loan Corporation and will not conflict
          with, result in a breach or violation or the acceleration of or
          constitute a default under the terms of any indenture or other
          agreement or instrument known to such counsel to which First
          Horizon Home Loan Corporation is a party or by which it is bound,
          other than such conflicts, breaches and violations or defaults
          which, individually or on a cumulative basis, would not have a
          material adverse effect on First

                              -11-

<PAGE>

          Horizon Home Loan Corporation and its subsidiaries, taken as a
          whole, or on the issuance and sale of the Certificates or the
          consummation of the transactions contemplated hereby; and

               (vii) There are no actions, proceedings or investigations
          pending or, to the best knowledge of such counsel, threatened
          before any court, administrative agency or other tribunal (i)
          asserting the invalidity of this Agreement, the related Terms
          Agreement, the related Pooling and Servicing Agreement or the
          related Certificates, (ii) seeking to prevent the issuance of the
          Certificates of the related Series or the consummation by First
          Horizon Home Loan Corporation of any of the transactions
          contemplated by this Agreement, such Terms Agreement or such
          Pooling and Servicing Agreement, or (iii) which might materially
          and adversely affect the performance by First Horizon Home Loan
          Corporation of its obligations under, or the validity or
          enforceability of, this Agreement, such Terms Agreement, such
          Pooling and  Servicing Agreement or the related Certificates.

     In rendering his or her opinion such counsel may rely as to matters
of fact, to the extent deemed proper and as stated therein, on certificates
of responsible officers of First Horizin Home Loan Corporation or public
officials. In addition, such opinion may be qualified as an opinion which
is based solely upon a review of the general corporations law of the State
of Kansas without regard to the interpretational case law thereof.

          (e)  You shall have received from McKee Nelson LLP, counsel for
     the Underwriters, such opinion or opinions, dated the related
     Closing Date, with respect to the issuance and sale of the
     Certificates of the related Series, the related Registration
     Statement, the related Prospectus and such other related matters
     as the Underwriters may reasonably require, and the Company shall
     have furnished to such counsel such documents as the Underwriters
     may reasonably request for the purpose of enabling them to pass
     upon such matters.

          (f)  The Company shall have furnished to you a certificate of the
     Company, signed by the President or any Vice President or the
     principal financial or accounting officer of the Company, dated
     the related Closing Date, to the effect that the signers of such
     certificate have carefully examined the related Registration
     Statement (excluding any Current Reports and any other documents
     incorporated by reference therein), the related Prospectus, any
     Detailed Description (excluding any related Current Report), this
     Agreement and the related Terms Agreement and that:

               (i)  the representations and warranties of the Company in this
          Agreement are true and correct in all material respects on and as
          of the related Closing Date with the same effect as if made on
          such Closing Date, and the Company has complied with all the
          agreements and satisfied all the conditions on its part to be
          performed or satisfied at or prior to such Closing Date;


                              -12-

<PAGE>

               (ii) no stop order suspending the effectiveness of such
          Registration Statement has been issued and no proceedings for
          that purpose have been instituted or, to their knowledge,
          threatened; and

               (iii) nothing has come to their attention that would lead
          them to believe that such Registration Statement (excluding any
          Current Report) contains any untrue statement of a material fact
          or omits to state any material fact required to be stated therein
          or necessary to make the statements therein not misleading, or
          that the related Prospectus (excluding any related Current
          Report) contains any untrue statement of a material fact or omits
          to state a material fact required to be stated therein or
          necessary to make the statements therein, in the light of the
          circumstances under which they were made, not misleading, or that
          any Detailed Description includes any untrue statement of a
          material fact or omits to state any information which the
          Prospectus (or the related Prospectus Supplement) states will be
          included in such Detailed Description.

          (g)  Counsel for the Trustee shall have furnished to you an
     opinion addressed to the Underwriters, dated the related Closing
     Date, to the effect that:

               (i)  the Trustee has been duly incorporated and is validly
          existing as a New York banking corporation in good standing under
          the laws of the State of New York with corporate power to own its
          properties and conduct its business as presently conducted by it,
          to conduct business as a trustee and to enter into and perform
          its obligations under the related Pooling and Servicing
          Agreement;

               (ii) the related Pooling and Servicing Agreement has been duly
          authorized, executed and delivered by the Trustee and constitutes
          the legal, valid and binding agreement of the Trustee enforceable
          against the Trustee in accordance with its terms, subject to
          bankruptcy, insolvency, fraudulent conveyance, reorganization or
          other similar laws affecting the enforcement of creditors' rights
          generally and to judicial discretion, and general principles of
          equity (regardless of whether enforcement is sought in a
          proceeding in equity or at law);

                (iii) the Trustee has duly accepted its appointment as
          trustee under the related Pooling and Servicing Agreement;

                (iv) no consent, approval, authorization or order of any
          New York or federal court or government agency or body is required
          on the part of the Trustee for the consummation of the transactions
          contemplated in the related Pooling and Servicing Agreement,
          except such as may be required under any federal or state
          securities law; and

                (v)  the performance on the part of the Trustee of any of the
          transactions contemplated in the related Pooling and Servicing
          Agreement does not conflict with or result in a breach or
          violation of any term or provision of, or constitute a default
          under, the Articles of Organization, as amended, or By-Laws


                              -13-

<PAGE>

          of the Trustee, or any New York or federal statute or regulation
          applicable to the Trustee, or to such counsel's knowledge, any
          indenture or other agreement or instrument to which the Trustee
          is a party or by which it is bound, or, to such counsel's
          knowledge, any order of any state or federal court, regulatory
          body, administrative agency or governmental body having
          jurisdiction over the Trustee.

     In addition, such counsel shall furnish to you such opinions as to the
treatment of the Trust Fund for purposes of New York tax law as are reasonably
satisfactory to the Underwriter.

          (h)  KPMG LLP shall have furnished to you a letter addressed to
     the Underwriters, dated as of the date of the related Terms
     Agreement, in form and substance satisfactory to you, stating in
     effect that they have performed certain specified procedures as a
     result of which they have determined that such information as you
     may reasonably request of an accounting, financial or statistical
     nature (which is limited to accounting, financial or statistical
     information derived from the general accounting records of First
     Horizon Home Loan Corporation) set forth in the related Prospectus
     Supplement under the caption "Servicing of Mortgage Loans -
     Foreclosure, Delinquency and Loss Experience" agrees with the
     accounting records of First Horizon Home Loan Corporation,
     excluding any questions of legal interpretation.

          (i)  Deloitte & Touche LLP shall have furnished to you a letter
     addressed to the Underwriters, dated as of the related Closing
     Date, in form and substance satisfactory to you, stating in
     effect that they have performed certain specified procedures as a
     result of which they have determined that such information as you
     may reasonably request of an accounting, financial or statistical
     nature (which is limited to accounting, financial or statistical
     information derived from the general accounting records of the
     Company and which is obtained from an analysis of a sample of the
     Mortgage Loans included in the related pool) set forth in the
     related Prospectus Supplement under the caption "The Mortgage
     Pool" and in any Detailed Description relating to such Prospectus
     Supplement is mutually consistent and agrees with the accounting
     records of the Company and, where applicable, the related
     Mortgage Loan files of the Company, excluding any questions of
     legal interpretation.  In addition, if applicable, such
     accountants shall have furnished to you a letter addressed to the
     Underwriters, dated as of the related Closing Date, which shall
     include a statement or statements to the effect that based upon
     the assumptions and methodology agreed to by the Company (and
     which is consistent with the manner in which any final PAC
     Balances, TAC Balances, Scheduled Balances, Maximum and Minimum
     Scheduled Balances or any other scheduled balances are to be
     calculated as set forth in the related Prospectus), all of which
     shall be described by reference in such letter, such accountants
     shall have verified the mathematical accuracy of any final PAC
     Balances Table, TAC Balances Table, Scheduled Balances Table,
     Maximum or Minimum Scheduled Balances Table or other scheduled
     balances table attached as an exhibit to the related Pooling and
     Servicing Agreement.

          (j)  Deloitte & Touche LLP shall have furnished to you (addressed
     to the Underwriters) and the Company a letter or letters, dated
     as of the date of the related

                              -14-

<PAGE>

     Terms Agreement, in form and substance satisfactory to you and the
     Company, including, without limitation, statements, if applicable,
     to the effect that:

               (i)  based upon the assumptions and methodology set forth in the
          related Prospectus, all of which shall be described by reference
          in such letter, they recomputed the percentages of initial
          principal balance outstanding as of each of the Distribution
          Dates (as defined in such Prospectus) indicated and the weighted
          average lives of each Class of Offered Certificates at each of
          the indicated percentages of the applicable Prepayment
          Assumption, and they compared the recomputed percentages and
          weighted average lives to the corresponding percentages and
          weighted average lives set forth in the related tables and found
          them to be in agreement;

               (ii) based upon the assumptions and methodology set forth in such
          Prospectus, all of which shall be described by reference in such
          letter, they have verified the mathematical accuracy of any
          Scheduled Final Distribution Dates for the Offered Certificates,
          PAC Balances, TAC Balances, Scheduled Balances,
          Maximum and Minimum Scheduled Balances or any other scheduled
          balances set forth in such Prospectus for each indicated
          Distribution Date, and have verified the mathematical accuracy
          of any initial Effective Ranges of any PAC Certificates, Scheduled
          Certificates or other scheduled Certificates set forth in such
          Prospectus; and

               (iii)  based upon the assumptions and methodology set forth in
          such Prospectus, all of which shall be described by reference in
          such letter, they have verified the mathematical accuracy of the
          pretax yields to maturity and, if applicable, aggregate cash
          flows of any Class of Certificates for which such pre-tax yields
          and, if applicable, aggregate cash flows are set forth in such
          Prospectus at the indicated percentages of the Prepayment
          Assumption and, if applicable, at the indicated values of COFI,
          LIBOR or any other index, as applicable.

          (k)  The Offered Certificates of the related Series shall have
     received the ratings specified in the related Terms Agreement
     (the "Required Ratings").

          (l)  Prior to the related Closing Date, the Company shall have
     furnished to the Underwriters such further information,
     certificates and documents as the Underwriters may reasonably
     request.

          (m)  If any Certificates of the related Series are to be sold to
     any other underwriter and/or offered in reliance upon an
     exemption from the registration requirements of the Act, the sale
     at or prior to the related Closing Date of such Certificates to
     the purchaser thereof shall have occurred.

          (n)  Subsequent to the date of the related Terms Agreement, there
     shall not have been any change, or any development involving a
     prospective change, in or affecting the business or properties of
     the Company which the Underwriters conclude in



                              -15-

<PAGE>

     their respective reasonable judgment, after consultation with the
     Company, materially impairs the investment quality of the Offered
     Certificates of the related Series so as to make it impractical
     or inadvisable to proceed with the public offering or the
     delivery of such Offered Certificates as contemplated by the
     related Prospectus.

     If any of the conditions specified in this Section 6 shall
not have been fulfilled in all material respects with respect to
the particular Offered Certificates of a Series when and as
provided in this Agreement and the related Terms Agreement, or if
any of the opinions and certificates mentioned above or elsewhere
in this Agreement and the related Terms Agreement shall not be in
all material respects reasonably satisfactory in form and
substance to the Underwriters and their counsel, this Agreement
(with respect to the related Offered Certificates) and the
related Terms Agreement and all obligations of the Underwriters
hereunder (with respect to the related Offered Certificates) and
thereunder may be canceled at, or at any time prior to, the
related Closing Date by the Underwriters.  Notice of such
cancellation shall be given to the Company in writing, or by
telephone or telegraph confirmed in writing.

     7.   Indemnification and Contribution.

          (a)  The Company and First Horizon Home Loan Corporation jointly
     and severally agree to indemnify and hold harmless each
     Underwriter and each person who controls any Underwriter within
     the meaning of the Act or the Exchange Act against any and all
     losses, claims, damages or liabilities, joint or several, to
     which they or any of them may become subject under the Act, the
     Exchange Act, or other Federal or state statutory law or
     regulation, at common law or otherwise, insofar as such losses,
     claims, damages or liabilities (or actions in respect thereof)
     arise out of or are based upon any untrue statement or alleged
     untrue statement of a material fact contained in the Registration
     Statement relating to the Offered Certificates of the applicable
     Series as it became effective or in any amendment or supplement
     thereof, or in such Registration Statement or the related
     Prospectus, or in any amendment thereof, or in any Detailed
     Description referred to in such Prospectus (or the related
     prospectus Supplement) or arise out of or are based upon the
     omission or alleged omission to state therein a material fact
     required to be stated therein or necessary to make the statements
     therein not misleading, and agree to reimburse each such
     indemnified party for any legal or other expenses reasonably
     incurred by them in connection with investigating or defending
     any such loss, claim, damage, liability or action; provided,
     however, that (i) neither the Company nor First Horizon Home Loan
     Corporation will be liable in any such case to the extent that
     any such loss, claim, damage or liability arises out of or is
     based upon any such untrue statement or alleged untrue statement
     or omission or alleged omission made therein (A) in reliance upon
     and in conformity with written information furnished to the
     Company or First Horizon Home Loan Corporation, as the case may
     be, as herein stated by or on behalf of any Underwriter
     specifically for use in connection with the preparation thereof
     or (B) in any Current Report or any amendment or supplement
     thereof, except to the extent that any untrue statement or
     alleged untrue statement therein or omission therefrom results
     (or is alleged to have resulted) directly from an error (a
     "Mortgage Pool Error") in the information concerning the
     characteristics of the Mortgage Loans furnished by the Company or
     First Horizon


                              -16-

<PAGE>

     Home Loan Corporation, as the case may be, to any Underwriter in
     writing or by electronic transmission that was used in the
     preparation of either (x) any Computational Materials or ABS Term
     Sheets (or amendments or supplements thereof) included in such
     Current Report (or amendment or supplement thereof) or (y) any
     written or electronic materials furnished to prospective investors
     on which the Computational Materials or ABS Term Sheets (or
     amendments or supplements) were based and (ii) such indemnity with
     respect to any Corrected Statement (as defined below) in such
     Registration Statement or the related Prospectus (or any amendment
     or supplement thereto) shall not inure to the benefit of any
     Underwriter (or any person controlling such Underwriter) from whom
     the person asserting any loss, claim, damage or liability purchased
     the Certificates of the related Series that are the subject thereof
     if such person did not receive a copy of an amendment or supplement
     to such Registration Statement or the related Prospectus at or prior to
     the confirmation of the sale of such Certificates and the untrue
     statement or omission of a material fact contained in such Registration
     Statement or the related Prospectus (or any amendment or supplement
     thereto) was corrected (a "Corrected Statement") in such other amendment
     or supplement and such amendment or supplement was furnished by the
     Company or First Horizon Home Loan Corporation, as the case may be, to
     such Underwriter prior to the delivery of such confirmation.  This
     indemnity agreement will be in addition to any liability which the
     Company and First Horizon Home Loan Corporation may otherwise have.

          (b)  Each Underwriter severally agrees to indemnify and hold
     harmless the Company, each of its directors, each of its
     officers, and each person or entity (including each of its
     directors and officers) who controls the Company within the
     meaning of the Act or the Exchange Act, to the same extent as the
     foregoing indemnities from the Company and First Horizon Home
     Loan Corporation to the Underwriter, but only with reference to
     (A) written information furnished to the Company by or on behalf
     of such Underwriter specifically for use in the preparation of
     the documents referred to in the foregoing indemnity with respect
     to the related Series, or (B) any Computational Materials or ABS
     Term Sheets (or amendments or supplements thereof) furnished to
     the Company by such Underwriter pursuant to Section 8 or Section
     9 and incorporated by reference in such Registration Statement or
     the related Prospectus or any amendment or supplement thereof
     (except that no such indemnity shall be available for any losses,
     claims, damages or liabilities, or actions in respect thereof,
     resulting from any Mortgage Pool Error).  This indemnity
     agreement will be in addition to any liability which the
     Underwriters may otherwise have.  The Company acknowledges,
     unless otherwise specified in writing by an Underwriter, that the
     statements set forth in the first sentence of the last paragraph
     appearing on the cover page of the related Prospectus Supplement
     as such statements relate to such Offered Certificates and the
     second sentence of the first paragraph and the first sentence of
     the second paragraph in each case under the heading "Method of
     Distribution" in such Prospectus Supplement as such statements
     relate to such Offered Certificates constitute the only
     information furnished in writing by or on behalf of such
     Underwriter for inclusion in the related Prospectus (other than
     any Computational Materials or ABS Term Sheets (or amendments or
     supplements thereof) furnished to the Company by such
     Underwriter), and such Underwriter confirms that such statements
     are correct.



                              -17-

<PAGE>

          (c)  Promptly after receipt by an indemnified party under Section
     7 of notice of the commencement of any action, such indemnified
     party will, if a claim in respect thereof is to be made against
     the indemnifying party under this Section 7, notify the
     indemnifying party in writing of the commencement thereof; but
     the omission so to notify the indemnifying party will not relieve
     it from any liability which it may have to any indemnified party
     otherwise than under this Section 7, except to the extent that
     the omission to so notify the indemnifying party causes or
     exacerbates a loss.  In case any such action is brought against
     any indemnified party, and it notifies the indemnifying party of
     the commencement thereof, the indemnifying party will be entitled
     to participate therein, and to the extent that it may elect by
     written notice delivered to the indemnified party promptly after
     receiving the aforesaid notice from such indemnified party, to
     assume the defense thereof, with counsel satisfactory to such
     indemnified party; provided, however, that if the defendants in
     any such action include both the indemnified party and the
     indemnifying party and the indemnified party shall have
     reasonably concluded that there may be legal defenses available
     to it and/or other indemnified parties which are different from
     or additional to those available to the indemnifying party, the
     indemnified party or parties shall have the right to select
     separate counsel to assert such legal defenses and to otherwise
     participate in the defense of such action on behalf of such
     indemnified party or parties.  Upon receipt of notice from the
     indemnifying party to such indemnified party of its election so
     to assume the defense of such action and approval by the indemnified
     party of counsel, the indemnifying party will not be liable to
     such indemnified party under this Section 7 for any legal or
     other expenses subsequently incurred by such indemnified
     party in connection with the defense thereof unless (i) the
     indemnified party shall have employed separate counsel in
     connection with the assertion of legal defenses in
     accordance with the proviso to the next preceding sentence
     (it being understood, however, that the indemnifying party
     shall not be liable for the expenses of more than one
     separate counsel approved by the indemnified party in the
     case of subparagraph (a) or (b), representing the
     indemnified parties under subparagraph (a) or (b), who are
     parties to such action), (ii) the indemnifying party shall
     not have employed counsel satisfactory to the indemnified
     party to represent the indemnified party within a reasonable
     time after notice of commencement of the action or (iii) the
     indemnifying party has authorized the employment of counsel
     for the indemnified party at the expense of the indemnifying
     party; and except that, if clause (i) or (iii) is
     applicable, such liability shall be only in respect of the
     counsel referred to in such clause (i) or (iii).

          (d)  If the indemnification provided for in paragraph (a) or (b)
     of this Section 7 is due in accordance with its terms but is for
     any reason held by a court to be unavailable from the Company,
     First Horizon Home Loan Corporation or any Underwriter, on
     grounds of policy or otherwise, or if the indemnified party
     failed to give notice under paragraph (c) of this Section 7 in
     respect of a claim otherwise subject to indemnification in
     accordance with paragraph (a) or (b) of this Section 7, the
     Company, First Horizon Home Loan Corporation and such Underwriter
     shall contribute to the aggregate losses, claims, damages and
     liabilities (including legal and other expenses reasonably
     incurred in connection with investigating or defending same) to
     which the Company, First Horizon Home Loan Corporation and such
     Underwriter may be subject, as follows:



                              -18-

<PAGE>

               (i)  in the case of any losses, claims, damages and liabilities
          (or actions in respect thereof) which do not arise out of or are
          not based upon any untrue statement or omission of a material
          fact in any Computational Materials or ABS Term Sheets (or any
          amendments or supplements thereof) or in any written or
          electronic materials distributed to prospective investors on
          which the Computational Materials are based, in such proportion
          so that such Underwriter is responsible for that portion
          represented by the difference between the proceeds to the Company
          in respect of the Offered Certificates appearing on the cover
          page of the Prospectus Supplement for the related Series and the
          total proceeds received by such Underwriter from the sale of such
          Offered Certificates (the "Underwriting Discount"), and the
          Company and First Horizon Home Loan Corporation are jointly and
          severally responsible for the balance; provided, however, that in
          no case shall such Underwriter be responsible under this
          subparagraph (i) for any amount in excess of such Underwriting
          Discount applicable to the Offered Certificates purchased by such
          Underwriter pursuant to this Agreement and the related Terms
          Agreement; and

               (ii) in the case of any losses, claims, damages and liabilities
          (or actions in respect thereof) which arise out of or are based
          upon any untrue statement or omission of a material fact in any
          Computational Materials or ABS Term Sheets (or any amendments or
          supplements thereof) or in any written or electronic materials
          distributed to prospective investors on which the Computational
          Materials are based, in such proportion as is appropriate to
          reflect the relative fault of the Company or First Horizon Home
          Loan Corporation, as the case may be, on the one hand and such
          Underwriter on the other in connection with the statements or
          omissions which resulted in such losses, claims, damages or
          liabilities (or actions in respect thereof) as well as any other
          relevant equitable considerations; provided, however, that in no
          case shall such Underwriter be responsible under this
          subparagraph (ii) for any amount in excess of the Underwriting
          Discount applicable to the Offered Certificates purchased by such
          Underwriter pursuant to this Agreement and the related Terms
          Agreement.  The relative fault shall be determined by reference
          to, among other things, whether the untrue or alleged untrue
          statement of a material fact or the omission or alleged omission
          to state a material fact in such Computational Materials or ABS
          Term Sheets (or any amendments or supplements thereof or such
          written or electronic materials) results from information
          prepared by the Company or First Horizon Home Loan Corporation,
          as the case may be, on the one hand or such Underwriter on the
          other and the parties' relative intent, knowledge, access to
          information and opportunity to correct or prevent such statement
          or omission.

     Notwithstanding anything to the contrary in this Section 7(d), no person
guilty of fraudulent misrepresentation (within the meaning of Section 11 (f)
of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.  For purposes of this Section 7,
each person who controls an Underwriter within the meaning of either the Act
or the Exchange Act shall have the same rights to contribution as such
Underwriter, and each person who controls the Company or First Horizon Home
Loan



                              -19-

<PAGE>

Corporation, as the case may be, within the meaning of either the Act or the
Exchange Act, each officer of the Company who shall have signed the
Registration Statement and each director of the Company or First Horizon
Home Loan Corporation, as the case may be, shall have the same rights to
contribution as the Company or First Horizon Home Loan Corporation, as the
case may be, subject in each case to the immediately preceding sentence of
this paragraph (d).

     8.   COMPUTATIONAL MATERIALS AND STRUCTURAL TERM SHEETS.

          (a)  On the business day before the date on which the Current
     Report relating to the Offered Certificates of a Series is
     required to be filed by the Company with the Commission pursuant
     to Section 5(b) hereof, each Underwriter shall deliver to the
     Company five complete copies of all materials provided by such
     Underwriter to prospective investors in such Offered Certificates
     that constitute (i) "Computational Materials" within the meaning
     of the no-action letter dated May 20, 1994 issued by the Division
     of Corporation Finance of the Commission to Kidder, Peabody
     Acceptance Corporation I, Kidder, Peabody & Co. Incorporated, and
     Kidder Structured Asset Corporation and the no-action letter
     dated May 27, 1994 issued by the Division of Corporation Finance
     of the Commission to the Public Securities Association (together,
     the "Kidder Letters"), the filing of which material is a
     condition of the relief granted in such letter (such
     materials being the "Computational Materials"), and (ii)
     "Structural Term Sheets" within the meaning of the no-action
     letter dated February 17, 1995 issued by the Division of
     Corporation Finance of the Commission to the Public
     Securities Association (the "PSA Letter"), the filing of
     which material is a condition of the relief granted in such
     letter (such materials being the "Structural Term Sheets").
     Each delivery of Computational Materials and Structural Term
     Sheets to the Company pursuant to this paragraph (a) shall
     be effected by delivering four copies of such materials to
     counsel for the Company on behalf of the Company at the
     address specified in Section 3 hereof and one copy of such
     materials to the Company.

          (b)  If, at any time when a prospectus relating to the Offered
     Certificates of a Series is required to be delivered under the
     Act, it shall be necessary to amend or supplement the related
     Prospectus as a result of an untrue statement of a material fact
     contained in any Computational Materials or Structural Term
     Sheets provided by any Underwriter pursuant to this Section 8 or
     the omission to state therein a material fact required, when
     considered in conjunction with the related Prospectus and
     Prospectus Supplement, to be stated therein or necessary to make
     the statements therein, when read in conjunction with the related
     Prospectus and Prospectus Supplement, not misleading, or if it
     shall be necessary to amend or supplement any Current Report
     relating to any Computational Materials or Structural Term Sheets
     to comply with the Act or the rules thereunder, such Underwriter
     shall prepare and furnish to the Company for filing with the
     Commission an amendment or supplement which will correct such
     statement or omission or an amendment or supplement which will
     effect such compliance.

          (c)  Each Underwriter shall cause Deloitte & Touche LLP to
     furnish to the Company a letter, dated as of the date on which
     you deliver any Computational Materials or Structural Term Sheets
     to the Company pursuant to Section 8(a), in form

                              -20-

<PAGE>

     and substance satisfactory to the Company, stating in effect that
     they have verified the mathematical accuracy of any calculations
     performed by such Underwriter and set forth in such Computational
     Materials or Structural Term Sheets, as applicable.

     9.   COLLATERAL TERM SHEETS.

          (a)  On the business day immediately following the date on which
     any Collateral Term Sheet (as defined in the PSA Letter) was
     first delivered to a prospective investor in such Offered
     Certificates, each Underwriter shall deliver to the Company five
     complete copies of all materials provided by such Underwriter to
     prospective investors in the Offered Certificates that constitute
     "Collateral Term Sheets." Each delivery of a Collateral Term
     Sheet to the Company pursuant to this paragraph (a) shall be
     effected by delivering four copies of such materials to counsel
     for the Company on behalf of the Company at the address specified
     in Section 3 hereof and one copy of such materials to the
     Company.  (Collateral Term Sheets and Structural Term Sheets are,
     together, referred, to herein as "ABS Term Sheets.")

          (b)  If, at any time when a prospectus relating to the Offered
     Certificates of a Series is required to be delivered under the
     Act, it shall be necessary to amend or supplement the related
     Prospectus as a result of an untrue statement of a material fact
     contained in any Collateral Term Sheets provided by an Underwriter
     pursuant to this Section 9 or the omission to state therein a material
     fact required, when considered in conjunction with the related
     Prospectus and Prospectus Supplement, to be stated therein
     or necessary to make the statements therein, when read in
     conjunction with the related Prospectus and Prospectus
     Supplement, not misleading, or if it shall be necessary to
     amend or supplement any Current Report relating to any
     Collateral Term Sheets to comply with the Act or the rules
     thereunder, such Underwriter shall prepare and furnish to
     the Company for filing with the Commission an amendment or
     supplement which will correct such statement or omission or
     an amendment or supplement which will effect such
     compliance.

          (c)  Each Underwriter shall cause Deloitte & Touche LLP to
     furnish to the Company a letter, dated as of the date on which
     you deliver any Collateral Term Sheets to the Company pursuant to
     Section 9(a), in form and substance satisfactory to the Company,
     stating in effect that they have verified the mathematical
     accuracy of any calculations performed by such Underwriter and
     set forth in such Collateral Term Sheets, as applicable.

     10.  TERMINATION.  This Agreement (with respect to a particular
Certificate Offering) and the related Terms Agreement shall be
subject to termination in your absolute discretion, by notice
given to the Company prior to delivery of and payment for the
related Offered Certificates, if prior to the related Closing
Date (i) trading in securities generally on the New York Stock
Exchange shall have been suspended or materially limited, (ii) a
general moratorium on commercial banking activities in New York
shall have been declared by either federal or New York State
authorities, or (iii) there shall have occurred any outbreak or
escalation of hostilities or other calamity, event or crisis the
effect of which on the financial



                              -21-

<PAGE>

markets of the United States is such as to make it, in your reasonable
judgment, impracticable to market such Offered Certificates.

     11.  REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY.  The
agreements, representations, warranties, indemnities and other
statements of the Company (or First Horizon Home Loan
Corporation, as the case may be) or its officers and of each
Underwriter set forth in or made pursuant to this Agreement and
the related Terms Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of any
Underwriter or the Company (or First Horizon Home Loan
Corporation, as the case may be) or any of the officers,
directors or controlling persons referred to in Section 7 hereof,
and will survive delivery of and payment for the related Offered
Certificates.  The provisions of Section 7 hereof shall survive
the termination or cancellation of this Agreement and the related
Terms Agreement.

     12.  SUCCESSORS.  This Agreement and the related Terms Agreement
will inure to the benefit of and be binding upon the parties
hereto and thereto and their respective successors and the
officers, directors and controlling persons referred to in
Section 7 hereof, and their successors and assigns, and no other
person will have any right or obligation hereunder or thereunder.
No purchaser of any Offered Certificate from any Underwriter
shall be deemed a successor or assign by reason of such purchase.

     13.  APPLICABLE LAW.  THIS AGREEMENT AND THE RELATED TERMS
AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED THEREIN.

     14.  MISCELLANEOUS.  This Agreement, as supplemented by the
related Terms Agreement, supersedes all prior and contemporaneous
agreements and understandings relating to the subject matter
hereof.  This Agreement and the related Terms Agreement or any
term of each may not be changed, waived, discharged or terminated
except by an affirmative written agreement made by the party
against whom enforcement of the change, waiver, discharge or
termination is sought.  The headings in this Agreement and the
related Terms Agreement are for purposes of reference only and
shall not limit or otherwise affect the meaning hereof or
thereof.

     15.  NOTICES.  All communications hereunder will be in writing
and effective only on receipt, and, if sent to you, will be
delivered to it at the address first above written; or if sent to
the Company, will be delivered to First Horizon Asset Securities
Inc., 4000 Horizon Way, Irving, Texas 75063, with a copy to First
Tennessee National Corporation, 165 Madison Avenue, Memphis,
Tennessee 38103, Attention: Clyde A. Billings, Jr., Esq.

     16.  DEFAULT BY ONE OR MORE OF THE UNDERWRITERS.  If one or more
of the Underwriters shall fail on the Closing Date to purchase
the Offered Certificates which it or they are obligated to
purchase hereunder and under the applicable Terms Agreement (the
"Defaulted Certificates"), you shall have the right, within 24
hours thereafter, to make arrangements for one or more of the non-
defaulting Underwriters, or any other underwriters, to purchase
all, but not less than all, of the Defaulted Certificates in such
amounts as may be



                              -22-

<PAGE>

agreed upon and upon the terms herein set forth and under the applicable
Terms Agreement.  If, however, you have not completed such arrangements
within such 24-hour period, then:

          (a)  if the aggregate original principal amount of Defaulted
     Certificates does not exceed 10% of the aggregate original
     principal amount of the Certificates to be purchased pursuant to
     such Terms Agreement, the non-defaulting Underwriters named in
     such Terms Agreement shall be obligated to purchase the full
     amount thereof in the proportions that their respective
     underwriting obligations thereunder bear to the underwriting
     obligations of all non-defaulting Underwriters; and

          (b)  if the aggregate original principal amount of Defaulted
     Certificates exceeds 10% of the original principal amount of the
     Offered Certificates to be purchased pursuant to such Terms
     Agreement, the applicable Terms Agreement shall terminate without
     any liability on the part of any non-defaulting Underwriter.

     No action taken pursuant to this Section 16 and nothing in
this Agreement shall relieve any defaulting Underwriter from
liability in respect of its default.

     In the event of any such default which does not result in a
termination of this Agreement or such applicable Terms Agreement,
either you or the Company shall have the right to postpone the
 Closing Date for a period of time not exceeding seven days in
order to effect any required changes in the Registration Statement
or in any other documents or arrangements.





                            *  *  *



























                              -23-

<PAGE>

     If the foregoing is in accordance with your understanding of
our agreement, please sign and return to the undersigned a
counterpart hereof, whereupon this letter and your acceptance
shall represent a binding agreement between the Company and you.

                              Very truly yours,

                              FIRST HORIZON ASSET SECURITIES INC.


                              By:____________________________
                                Name:________________________
                                Title:_______________________


The foregoing Agreement is
hereby confirmed and accepted
as of the date first above written.


FIRST TENNESSEE BANK NATIONAL ASSOCIATION


By:___________________________
  Name:_______________________
  Title:______________________


FIRST HORIZON HOME LOAN CORPORATION


By:___________________________
  Name:_______________________
  Title:______________________













                              -24-

<PAGE>

                                                        EXHIBIT A

               FIRST HORIZON ASSET SECURITIES INC.

      REMIC MULTI-CLASS MORTGAGE PASS-THROUGH CERTIFICATES
                         SERIES ____-__

                         TERMS AGREEMENT
                   (to Underwriting Agreement,
                 dated [                ], 200_
            between the Company and the Underwriter)

First Horizon Asset Securities Inc.         [           ]
4000 Horizon Way                                   [Date]
Irving, Texas 75063

     Each of [                                    ] (the
"Underwriters") severally agrees, subject to the terms and
provisions herein and of the captioned Underwriting Agreement
(the "Underwriting Agreement"), to purchase such Classes of
Series ____-__ Certificates specified in Section 2(a) hereof (the
"Offered Certificates").  This letter supplements and modifies
the Underwriting Agreement solely as it relates to the purchase
and sale of the Offered Certificates described below.  The Series
____-__ Certificates are registered with the Securities and
Exchange Commission by means of an effective Registration
Statement (No. 333-__).  Capitalized terms used and not defined
herein have the meanings given them in the Underwriting
Agreement.

     Section 1.  The Mortgage Pool. The Series ____-__
Certificates shall evidence the entire beneficial ownership
interest in a mortgage pool (the "Mortgage Pool") of
conventional, fixed rate, fully amortizing one- to four-family
residential mortgage loans (the "Mortgage Loans") having the
following characteristics as of _______________ __, ____ (the
"Cut-off Date"):

          (a)  Aggregate Principal Amount of the Mortgage Pool:
     $[                 ] aggregate principal balance as of the
     Cut-off Date, subject to [an upward or downward variance of
     up to [    ]%, the precise aggregate principal balance to be
     determined by the Company][a permitted variance such that
     the aggregate Scheduled Principal Balance thereof will be
     not less than $[    ] or greater than $[                 ].

          (b)  Original Terms to Maturity: The original term to
     maturity of each Mortgage Loan included in the Mortgage Pool
     shall be between _ and _ years.

     Section 2.  The Certificates. The Offered Certificates shall
be issued as follows:

          (a)  Classes: The Offered Certificates shall be issued
     with the following Class designations, interest rates and
     principal balances, subject in the aggregate to


                               A-1

<PAGE>

     the variance referred to in Section 1(a)[and, as to any
     particular Class, to an upward or downward variance of up to
     [ ]%]:

                   Principal       Interest      Class Purchase
     Class          Balance          Rate       Price Percentage
--------------- ---------------  -------------  ----------------





          (b)  The Offered Certificates shall have such other
     characteristics as described in the related Prospectus.

     Each of the Underwriters agrees, severally and not jointly,
subject to the terms and conditions contained herein and in the
Underwriting Agreement, to purchase the principal balances of the
Classes of Certificates specified opposite its name below:

  Series [      ]
    Designation          [Underwriter]          [Underwriter]
-------------------   --------------------  --------------------










     Section 3.  Purchase Price: The Purchase Price for each
Class of the Offered Certificates shall be the Class Purchase
Price Percentage therefor (as set forth in Section 2(a) above) of
the initial Class Certificates Principal Balance thereof plus
accrued interest at the rate of [ ]% per annum from and including
the Cut-off Date up to, but not including,________ __, ____ (the
"Closing Date").

     Section 4.  Required Ratings: The Offered Certificates shall
have received Required Ratings of at least [     ] from [     ].

     Section 5.  Tax Treatment: [One or more elections will be
made to treat the assets of the Trust Fund as a REMIC.] [The
Trust Fund will be treated as a "grantor trust" for federal
income tax purposes.]

     [Section 6.  Additional Expenses:]*







-----------------
*  to be inserted if applicable



                               A-2




<PAGE>

     If the foregoing is in accordance with your understanding of
our agreement, please sign and return to the undersigned a
counterpart hereof, whereupon this letter and your acceptance
shall represent a binding agreement between the Underwriters and
the Company.

                              Very truly yours,

                              CO-MANAGER:

                              [UNDERWRITER]


                              By:__________________________
                                Name:______________________
                                Title:_____________________

                              CO-MANAGER:

                              [UNDERWRITER]


                              By:__________________________
                                Name:______________________
                                Title:_____________________

The foregoing Agreement
is hereby confirmed and accepted
as of the date first above written.


FIRST HORIZON ASSET SECURITIES INC.


By:____________________________
  Name:_______________________
  Title:______________________

FIRST HORIZON HOME LOAN CORPORATION


By:_________________________
  Name:_____________________
  Title:____________________














                               A-3