AMENDMENT
      NO. 1 TO

    POOLING
      AND SERVICING AGREEMENT

    


    Dated
      as
      of December 22, 2005

    


    Among

    


    FIRST
      HORIZON ASSET SECURITIES INC.

    


    Depositor

    


    


    FIRST
      HORIZON HOME LOAN CORPORATION

    


    Master
      Servicer

    


    and

    


    


    THE
      BANK
      OF NEW YORK

    


    Trustee

    


    With
      respect to that certain

    


    POOLING
      AND SERVICING AGREEMENT

    


    Dated
      as
      of March 1, 2005

    


    


    FIRST
      HORIZON ALTERNATIVE MORTGAGE SECURITIES TRUST 2005-FA3

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2005-FA3

    


    


     


    
      
        
        

      

      
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    THIS
      AMENDMENT NO. 1 TO POOLING AND SERVICING AGREEMENT dated as of December 22,
      2005
      (this “Amendment No. 1”), is executed among FIRST HORIZON ASSET SECURITIES
      INC., a Delaware corporation, as depositor (the “Depositor”), FIRST HORIZON HOME
      LOAN CORPORATION, a Kansas corporation, as master servicer (the “Master
      Servicer”), and THE BANK OF NEW YORK, a banking corporation organized under the
      laws of the State of New York, as trustee (the “Trustee”). 

     

    RECITALS

     

    A. The
      Depositor, the Master Servicer and the Trustee are parties to that certain
      Pooling and Servicing Agreement dated as of March 1, 2005 (the “Agreement”), by
      and among the Depositor, the Master Servicer and the Trustee.

     

    B. The
      Depositor, the Master Servicer and the Trustee desire to amend the Agreement
      to
      describe the loss allocation provisions applicable to the Class I-A-1 and Class
      I-A-4 Certificates and designate the Class I-A-1 and Class I-A-4 Certificates
      as
“Super Senior Certificates” and “Senior Support Certificates,”
respectively.

     

    C. The
      amendments contemplated hereby are permitted under Section 11.1 of the
      Agreement.

     

    D. The
      Trustee has received an Opinion of Counsel from Andrews Kurth LLP in
      substantially the form attached hereto as Annex
      A,
      to the
      effect that (i) this Amendment No.1 is permitted and is not prohibited by the
      Agreement and that all requirements for amending the Agreement have been
      complied with; (ii) either (A) this Amendment No. 1 does not adversely affect
      in
      any material respect the interests of any Certificateholder or (B) the
      conclusion set forth in the immediately preceding clause (A) is not required
      to
      be reached pursuant to Section 11.1 of the Agreement; and (iii) this Amendment
      No. 1 will not cause the imposition of any tax on the Certificateholders or
      any
      REMIC created under the Agreement or cause any REMIC to fail to qualify as
      a
      REMIC at any time that any Certificates are outstanding.

     

    E. The
      holders of the Class I-A-4 Certificates have executed a Consent of
      Certificateholders to Amendment No. 1 to Pooling and Servicing Agreement in
      substantially the form attached hereto as Annex
      B
      to
      consent to and adopt this Amendment No. 1.

     

    


    WITNESSETH
      THAT

    


    ARTICLE
      I

    


    AMENDMENT
      TO AGREEMENT

    


    


    The
      following defined terms under the Preliminary Statement of the Agreement are
      hereby amended and restated in their entirety for all purposes of the Agreement
      to read as follows:

     

     

    
      
        
        

      

      
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              Senior
                Support

              Certificates

            	
               

              The
                Class I-A-4 Certificates.

            
	
              Super
                Senior Certificates

            	
              The
                Class I-A-1Certificates.

            


    

    


     

    Section
      4.4(b)(iii) of the Agreement is hereby amended and restated in its entirety
      for
      all purposes of the Agreement to read as follows:

     

    
      	 	
              (iii)

            	
              Commencing
                on the Cross-over Date, the applicable Non-PO Percentage of the principal
                portion of any Realized Loss for a Mortgage Pool will be allocated
                among
                the outstanding classes of Senior Certificates of the related Certificate
                Group entitled to principal distributions (other than (i) the Class
                I-A-1
                Certificates, as long as the Class I-A-4 Certificates are outstanding,
                (ii) the Notional Amount Certificates, and (iii) the Principal Only
                Certificates), pro
                rata,
                based upon their respective Class Certificate Balances within such
                Certificate Group.

            


    

     

    Existing
      Sections 4.4(c), (d), (e), (f) and (g) of the Agreement are hereby re-designated
      as Sections 4.4(d), (e), (f), (g) and (h), respectively, and a new Section
      4.4(c) is hereby added to the Agreement to read as follows:

     

    
      	 	
              (c)

            	
              After
                the Cross-over Date, the principal portion of Realized Losses (other
                than
                Excess Losses) on the Mortgage Loans allocable to the Class I-A-1
                Certificates will instead be borne first by the Class I-A-4 Certificates
                until their Class Certificate Balance is reduced to zero (in addition
                to
                other Realized Losses allocated to the Class I-A-4 Certificates),
                and not
                by the Class I-A-1 Certificates, for so long as the Class Certificate
                Balance of the Class I-A-4 Certificates is greater than
                zero.

            


    

     

    ARTICLE
      II

    


    MISCELLANEOUS

    


    SECTION
      2.1 
      Ratification. 

     

    The
      terms
      and provisions set forth in this Amendment No. 1 shall modify and supersede
      all inconsistent terms and provisions set forth in the Agreement, and, except
      as
      expressly modified and superseded by this Amendment No. 1, the terms and
      provisions of the Agreement are ratified and confirmed and shall continue in
      full force and effect. The Agreement as so modified by this Amendment No. 1
      shall be read, taken and construed as one and the same instrument. 

     

    SECTION
      2.2 Reference
      to Agreement; Capitalized Terms. 

     

    The
      Agreement and all other agreements, documents or instruments now or hereafter
      executed and delivered pursuant to the terms hereof or pursuant to the terms
      of
      the Agreement as amended hereby, are hereby amended so that any reference in
      such agreements, documents, or instruments to the Agreement shall mean a
      reference to the Agreement as amended hereby. All other initially capitalized
      terms used and not otherwise defined herein shall have the meaning assigned
      to
      such terms in the Agreement.

     

    
      
        
        

      

      
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    SECTION
      2.3 Successors
      and Assigns. 

     

    This
      Amendment No. 1 is binding upon and shall inure to the benefit of the Depositor,
      the Master Servicer and the Trustee and their respective successors and
      assigns.

     

    SECTION
      2.4 Governing
      Law. 

     

    THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
      LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
      HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
      LAWS.

     

    SECTION
      2.5 Counterparts.
      

     

    This
      Amendment No. 1 may be executed in one or more counterparts, each of which
      when
      so executed shall be an original, but such counterparts when taken together
      shall constitute one and the same instrument.

     

    SECTION
      2.6 Subordination of the Certificates.

     

    For
      federal income tax purposes, the subordination of the Class I-A-4 Certificates
      to the Class I-A-1 Certificates as provided in Section 4.4(c) of the Agreement,
      as hereby amended, will be treated as a limited recourse guarantee running
      from
      the Class I-A-4 Certificates for the benefit of the Class I-A-1
      Certificates.

     

    SECTION
      2.7 Trustee.
      

     

    The
      Trustee is entering into this Amendment No. 1 at the request and direction
      of
      the Depositor and the Master Servicer. This Amendment No. 1 is not intended
      to
      benefit or adversely affect the Trustee. The Trustee does not pass upon the
      benefit or adverse affect of this Amendment No. 1 on any other party to the
      Agreement or Certificateholders and this Amendment No. 1 is entered into by
      the
      Trustee subject to the terms of Section 11.1 of the Agreement.

     

    SECTION
      2.8 Effective
      Date. 

     

    This
      Amendment No. 1 shall be effective as of November 30, 2005.

     


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Depositor, the Trustee and the Master Servicer have caused
      their names to be signed hereto by their respective officers thereunto duly
      authorized as of the day and year first above written.

     

    
      	 	 	 
	 	
              FIRST
                HORIZON ASSET SECURITIES INC.,

              as
                Depositor

            
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              
Alfred
              Chang
	 	Vice
              President


    

     

    
      
        	 	 	 
	 	
                THE
                  BANK OF NEW YORK,

                not
                  in its individual capacity, but solely as Trustee

              
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                
Kelly
                M. Crosson,
	 	Assistant
                Treasurer


      


      
        	 	 	 
	 	
                FIRST
                  HORIZON HOME LOAN CORPORATION,

                as
                  Master Servicer 

              
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
                
Alfred
                Chang
	 	Vice
                President


      

    

     

    
      
        
        

      

      
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    ANNEX
      A

    


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    ANNEX
      B

    


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