FIRST HORIZON ASSET SECURITIES INC.

               MORTGAGE PASS-THROUGH CERTIFICATES
                      (Issuable in Series)

                     UNDERWRITING AGREEMENT
                     ----------------------



Deutsche Bank Securities Inc.                  New York, New York
60 Wall Street                                 January 27, 2004
New York, New York 10005

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 master servicer, 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



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"Underwriters," which term shall include you whether acting alone
in the sale of any 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

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     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 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.

                               -3-

<PAGE>

          (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,
     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.

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<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 13a-
     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 the
     Certificates underwritten pursuant to this Agreement under
     securities and Blue Sky laws and the determination of

                               -6-

<PAGE>

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

                               -7-

<PAGE>

               (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;

               (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

                               -8-

<PAGE>

          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.

                              -10-

<PAGE>

          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.

          (d)  Special or 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,

                              -11-

<PAGE>

          breaches and violations or defaults which, individually
          or on a cumulative basis, would not have a material
          adverse effect on First 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; 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 Horizon 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

                              -13-

<PAGE>

          constitute a default under, the Articles of
          Organization, as amended, or By-Laws 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.

                              -14-

<PAGE>

          (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 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 pre-tax
          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.

                              -15-

<PAGE>

          (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 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

                              -16-

<PAGE>

     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 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, but not jointly,
     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

                              -17-

<PAGE>

     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.

          (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

                              -18-

<PAGE>

     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:

               (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.

                              -19-

<PAGE>

     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 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

                              -20-

<PAGE>

     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
     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.

                              -21-

<PAGE>

     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 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.

                              -22-

<PAGE>

     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 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.

DEUTSCHE BANK SECURITIES INC.


By:__________________________
   Name:
   Title:


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

                               A-1

<PAGE>


             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