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                                                                     EXHIBIT 4.3









                                  FTN FINANCIAL



                           DEFERRED COMPENSATION PLAN



                            Effective January 1, 2003



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TABLE OF CONTENTS
================================================================================


<TABLE>
<S>                                                                                                     <C>
ARTICLE I
         Establishment and Purpose...........................................................................Page 1

ARTICLE II
         Definitions.........................................................................................Page 1

ARTICLE III
         Eligibility and Participation.......................................................................Page 6

ARTICLE IV
         Deferral Elections, Account Valuation...............................................................Page 6

ARTICLE V
         Distributions and Withdrawals......................................................................Page 10

ARTICLE VI
         Administration.....................................................................................Page 13

ARTICLE VII
         Amendment and Termination..........................................................................Page 14

ARTICLE VIII
         Informal Funding...................................................................................Page 14

ARTICLE IX
         Claims.............................................................................................Page 15

ARTICLE X
      General Conditions....................................................................................Page 17
</TABLE>



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FTN FINANCIAL
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                                    ARTICLE I
                            ESTABLISHMENT AND PURPOSE

1.1      Establishment and Purpose. First Tennessee National Corporation (the
         "Company") hereby adopts the FTN Financial Deferred Compensation Plan
         (the "Plan"), effective January 1, 2003 (the "Effective Date"). The
         purpose of the Plan is to provide selected employees of the FTN
         Financial Group (the "Division") with an opportunity to defer receipt
         of a portion of their bonus, commission, and other specified cash
         compensation. The Plan is not intended to meet the qualification
         requirements of Section 401(a) of the Code, but is intended to be an
         unfunded arrangement providing deferred compensation to Eligible
         Employees who are part of a select group of management or highly
         compensated employees of the Company (and its subsidiaries and
         affiliated companies) within the meaning of Sections 201, 301 and 401
         of ERISA. The Plan is intended to be exempt from the requirements of
         Parts 2, 3 and 4 of Title I of ERISA as a "top hat" plan, and to be
         eligible for the alternative method of compliance for reporting and
         disclosure available for unfunded "top hat" plans.


                                   ARTICLE II
                                   DEFINITIONS

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

2.2      Account Balance Transfer. Account Balance Transfer means a one time
         credit to a Participant's Deferred Compensation Account, or Sub-Account
         thereof at the Participant's election, due to a previous obligation of
         the Company to the Participant pursuant to an existing nonqualified
         deferral plan or program that is being consolidated with this Plan at
         the direction of the Company. Such consolidation shall not be voluntary
         on the part of the Participant, but shall occur at the Company's
         direction.

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

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

2.5      Beneficiary. Beneficiary means a natural person, estate, or trust
         designated by a Participant on the form designated by the Plan
         Administrator to receive benefits to which


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FTN FINANCIAL
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         a Beneficiary is entitled under and in accordance with provisions of
         the Plan. The Participant's estate shall be the Beneficiary if:

         (a)      the Participant has not designated a natural person or trust
                  as Beneficiary, or
         (b)      the designated Beneficiary has predeceased the Participant.

2.6      Board.  Board means the Board of Directors of the Company.

2.7      Change of Control. For purposes of this Plan, a "Change of Control"
         shall mean the occurrence of (and shall be deemed to have occurred on
         the date of the earliest to occur of) any of the following event:

         (i)      individuals who, on January 1, 2003, constitute the Board (the
         "Incumbent Directors") cease for any reason to constitute at least a
         majority of the Board, provided that any person becoming a director
         subsequent to January 1, 2003, who election or nomination for election
         was approved by a vote of at least three-fourths (3/4) of the Incumbent
         Directors then on the Board (either by a specific vote or by approval
         of the proxy statement of the Company in which such person is named as
         a nominee for director, without objection to such nomination) shall be
         deemed to be an Incumbent Director; provided, however, that no
         individual elected or nominated as a director of the Company initially
         as a result of an actual or threatened election contest with respect to
         directors or as a result of any other actual or threatened solicitation
         of proxies or consents by or on behalf of any person other than the
         Board shall be deemed to be an Incumbent Director;

         (ii)     any "person" (as defined under Section 3(a)(9) of the
         Securities Exchange Act of 1934, as amended (the "Exchange Act") and as
         used in Section 13(d) or Section 14(d) of the Exchange Act) is or
         becomes a "beneficial owner" (as defined in Rule 13d-3 under the
         Exchange Act), directly or indirectly, of securities of the Company
         representing 20% or more of the combined voting power of the Company's
         then outstanding securities eligible to vote for the election of the
         Board (the "Company Voting Securities"); provided, however, that the
         event described in this paragraph (ii) shall not be deemed to be a
         Change of Control by virtue of any of the following acquisitions: (A)
         by the Company or any subsidiary, (B) by any employee stock ownership
         or employee benefit plan or trust sponsored or maintained by the
         Company or any subsidiary, (C) by any underwriter temporarily holding
         securities pursuant to an offering of such securities, or (D) pursuant
         to a Non-Qualifying Transaction (as defined in paragraph (iii));

         (iii)    the shareholders of the Company approve the consummation of a
         merger, consolidation, share exchange or similar form of corporate
         transaction involving the Company or any of its subsidiaries that
         requires the approval of the Company's shareholders, whether for such
         transaction or the issuance of securities in the transaction (a
         "Business Combination"), unless immediately following such Business
         Combination: (A) more than 60% of the total voting power of (x) the
         corporation resulting from such Business Combination (the "Surviving
         Corporation") or (y) if applicable, the ultimate


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         parent corporation that directly or indirectly has beneficial ownership
         of 100% of the voting securities eligible to elect directors of the
         Surviving Corporation (the "Parent Corporation"), would be represented
         by Company Voting Securities that were outstanding immediately prior to
         the consummation of such Business Combination (or, if applicable, is
         represented by shares into which such Company Voting Securities were
         converted pursuant to such Business Combination), and such voting power
         among the holders thereof would be in substantially the same proportion
         as the voting power of such Company Voting Securities among the holders
         thereof immediately prior to the Business Combination, (B) no person
         (other than any employee benefit plan sponsored or maintained by the
         Surviving Corporation or the Parent Corporation), would be the
         beneficial owner, directly or indirectly, of 20% or more of the total
         voting power of the outstanding voting securities eligible to elect
         directors of the Parent Corporation (or, if there is no Parent
         Corporation, the Surviving Corporation) and (C) at least two-thirds
         (2/3) of the members of the board of directors of the Parent
         Corporation (or, if there is no Parent Corporation, the Surviving
         Corporation) will have been Incumbent Directors at the time of the
         Board's approval of the execution of the initial agreement providing
         for such Business Combination (any Business Combination which satisfies
         all of the criteria specified in (A), (B) and (C) above shall be deemed
         to be a "Non-Qualifying Transaction"); or

         (iv)     the shareholders of the Company approve a plan of complete
         liquidation or dissolution of the Company or a sale of all or
         substantially all of the Company's assets.

         Notwithstanding the foregoing, a Change of Control of the Company shall
         not be deemed to occur solely because any person acquires beneficial
         ownership of more than 20% of the Company Voting Securities as a result
         of the acquisition of Company Voting Securities by the Company which
         reduces the number of Company Voting Securities outstanding; provided,
         that if after such acquisition by the Company such person becomes the
         beneficial owner of additional Company Voting Securities that increases
         the percentage of outstanding Company Voting Securities beneficially
         owned by such person, a Change of Control of the Company shall then
         occur.

         Computations required by subsection (iii) shall be made on and as of
         the date of shareholder approval and shall be based on reasonable
         assumption that will result in the lowest percentage obtainable.


2.8      Intentionally Left Blank.

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

2.10     Company. Company means the First Tennessee National Corporation or any
         successor thereto.


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2.11     Compensation. Compensation shall mean, for purposes of this Plan,
         annual bonus, commissions paid throughout the plan year, and such other
         cash compensation (if any) approved by the Plan Administrator as
         Compensation for purposes of this Plan.

2.12     Compensation Deferral Agreement. Compensation Deferral Agreement shall
         mean the deferral election form, or such other forms furnished by the
         Plan Administrator (or screens on the Participant website approved by
         the Plan Administrator), on which a Participant elects (a) the amount
         of deferral and type of Compensation to be deferred beginning the first
         day of the following Plan Year; (b) any In-Service Distribution Dates
         for that year's, or a portion of that year's, deferrals; and (c) the
         form of payment elections for Retirement/Termination Benefits and
         In-Service Distributions. The Allocation Election Form may be part of
         the Compensation Deferral Agreement, in the discretion of the Plan
         Administrator.

2.13     Deemed Investment or "Deemed Invested". A Deemed Investment or "Deemed
         Invested" shall mean the notional conversion of a dollar amount of
         deferred Compensation credited to a Participant's Deferred Compensation
         Account into shares or units (or a fraction of such measures of
         ownership, if applicable) of a designated investment (e.g. mutual fund
         or other investment) which is referred to by the Investment Option(s)
         selected by the Participant. The conversion shall occur as if shares
         (or units) of the designated investment were being purchased (or sold,
         for a distribution) at the purchase price as of the close of business
         of the day on which the Deemed Investment occurs. At no time shall a
         Participant have any real or beneficial ownership in the actual
         investment vehicle to which the Investment Option refers, irrespective
         of whether such a Deemed Investment is mirrored by an actual identical
         investment by the Company or a trustee acting on behalf of the Company.

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

2.15     Deferred Compensation Committee or "Committee". Deferred Compensation
         Committee or "Committee" means a committee of at least three (3)
         persons comprised of employees of the Division who shall serve until
         the earlier of termination of service or appointment of a replacement
         by the remaining members of the Committee. The initial members of the
         Deferred Compensation Committee shall be the Chief Executive Officer of
         the Division, the Chief Financial Officer of the Division and the Chief
         Operating Officer of the Division.


                                       4
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2.16     Disability. Disability means that a Participant has been determined to
         have incurred total and permanent disability such that the Participant
         qualifies for benefits as an Employee under the long-term disability
         ("LTD") group plan in which the Participant participates as of the date
         of total and permanent disability or, if none, then the Social Security
         definition of total disability.

2.17     Division. Division means the FTN Financial Group, a division of First
         Tennessee Bank National Association which is a subsidiary of the
         Company.

2.18     Eligible Employee. Eligible Employee means an Employee who is part of a
         select group of management or highly compensated employees of the
         Company or any subsidiary or affiliated company or division of the
         Company within the meaning of Sections 201, 301 and 401 of ERISA, and
         who is selected by the Plan Administrator to participate in the Plan.

2.19     Employee. Employee generally means a salaried employee of the Company
         or any subsidiary or affiliated company or division of the Company (a
         "Participating Employer"). However, the Plan Administrator may decide,
         in its discretion, whether service with a subsidiary or affiliated
         company that is not a Participating Employer shall be considered
         service as an "Employee" for purposes of the Plan, including for
         purposes of determining whether a Disability, Retirement or Termination
         of Employment has occurred and for purposes of crediting Vesting Years
         and other vesting events under Section 4.3(c).

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

2.21     In-Service Distribution. In-Service Distribution shall mean a payment
         or payments by the Participating Employer to the Participant following
         a date elected by the Participant (the In-Service Distribution Date) of
         the amount represented by the Account Balance in the In-Service
         Distribution Sub-Account pertaining to that In-Service Distribution.
         In-Service Distributions shall be made in accordance with Participants'
         In-Service Distribution form of payment election.

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

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


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

2.25     Participant. Participant means an Eligible Employee who: (1) is
         selected to participate in this Plan in accordance with Section 3.1 and
         has elected to defer Compensation in accordance with the Plan in any
         Plan Year or (2) has an Account Balance in his or her Deferred
         Compensation Account, including any Sub-Account, greater than zero
         prior to his or her death. A Participant's eligibility to continue to
         make deferrals under the Plan shall be governed by Section 3.2 of the
         Plan.

2.26     Plan. Plan means the FTN Financial Deferred Compensation Plan as
         documented herein and as may be amended from time to time hereafter.

2.27     Plan Administrator. Plan Administrator shall mean the Deferred
         Compensation Committee. The Plan Administrator is responsible for the
         day-to-day decision making, record keeping, and administration of the
         Plan; provided, that the Plan Administrator may delegate any of its
         duties to employees or others to assist in the administration of the
         Plan.

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

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

2.30     Retirement. Retirement shall mean the voluntary termination of
         employment as an Employee upon reaching age 65, or after reaching age
         55 with at least 10 years of continuous service as an Employee, and
         such involuntary terminations as are designated as a Retirement for
         purposes of this Plan in the sole discretion of the Plan Administrator.

2.31     Retirement Benefit. Retirement Benefit shall mean the Participant's
         Deferred Compensation Account Balance, including all In-Service
         Distribution Sub-Accounts, which is paid in the event of Retirement in
         accordance with Article V of the Plan.

2.32     Retirement/Termination Sub-Account. Retirement/Termination Sub-Account
         shall mean that portion of the Deferred Compensation Account not
         allocated to In-Service Distribution Sub-Accounts.

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


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2.34     Termination. Termination or "Terminates" shall mean the termination of
         a Participant's employment as an Employee except for Retirement, death,
         or Disability.

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

2.38     Valuation Date. Valuation Date shall include "Annual Valuation Date",
         "In-Service Valuation Date", "Termination Valuation Date", and "Death
         Valuation Date", and shall mean the last business day of the calendar
         month in which Termination of Employment (including Retirement) or
         Death occurs or, in the case of In Service Distributions, the last
         business day of the calendar month in which the In Service Date occurs.
         In the case of installment payments, the Annual Valuation Date shall
         mean the anniversary of the original Valuation Date or, if such Date is
         not a business day, the first business day following such anniversary,
         with respect to each successive installment payment.



                                   ARTICLE III
                          ELIGIBILITY AND PARTICIPATION

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

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

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

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


                                   ARTICLE IV
              DEFERRAL ELECTIONS, AND PARTICIPANT ACCOUNT VALUATION

4.1      Deferral Elections, generally


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         (a)      A Participant shall make deferrals under the Plan by
                  completing and submitting to the Plan Administrator a written
                  Compensation Deferral Agreement provided by the Plan
                  Administrator (or completing and electronically submitting the
                  Deferral Election Screen on the Participant website, when made
                  available by the Plan Administrator). Deferral elections shall
                  be made during an annual enrollment period which shall end no
                  later than December 31 preceding the Plan Year to which the
                  deferral election relates. Other cash Compensation deferral
                  elections (if any) shall be made prior to the time such
                  amounts have been earned, during special enrollment periods
                  announced by the Plan Administrator. Notwithstanding the
                  foregoing, an Eligible Employee who becomes eligible to be a
                  Participant during any Plan Year may, in the initial year of
                  eligibility only, make deferral elections with respect to
                  Compensation which will be paid during the balance of such
                  Plan Year but after such elections in such Plan Year, within
                  30 days of the date of notification of eligibility as required
                  in Section 3.4 of the Plan.

         (b)      Deferral elections shall remain in effect from Plan Year to
                  Plan Year unless modified or revoked by the Participant in
                  writing on such forms as may be prescribed by the Plan
                  Administrator (or by following such procedures as are set by
                  the Plan Administrator regarding using the Participant
                  website, when available) during an enrollment period. Except
                  as otherwise provided in Section 4.1(h) below, such
                  modification or revocation shall become effective on the first
                  day of the Plan Year following the date of the modification or
                  revocation.

         (c)      A Compensation Deferral Agreement shall designate, in whole
                  percentages, the amount of Compensation to be deferred.
                  Participants may defer up to a maximum of 50% of their
                  Compensation annually, offset by the amount of Compensation
                  deferred into any other nonqualified deferral plan or program
                  including, without limitation, the Company Discounted Stock
                  Option Plan.

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

         (e)      Compensation deferrals shall be deducted on a pro rata basis
                  on each pay day during the Plan Year on which such
                  Compensation is paid, and the amount deferred shall be
                  credited to the Participant's Retirement/Termination Benefit
                  Sub-Account or In-Service Distribution Sub-Account(s), as
                  applicable, and a Deemed Investment shall be made in the
                  Investment Option(s) elected by the Participant as of the
                  close of business on the date it would otherwise have been
                  paid as Compensation to the Participant.

         (f)      Account Balance Transfers shall be credited to the
                  Participant's Retirement/Termination Benefit Sub-Account or
                  In-Service Distribution Sub-Account(s), as elected by the
                  Participant, and a Deemed Investment shall be made


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                  in the Investment Options(s) elected by the Participant as of
                  the close of business on the date determined by the Company.
                  Thereafter, Account Balance Transfers shall be treated in all
                  respects as though they had been a deferral of Compensation
                  into this Plan.

         (g)      The Compensation Deferral Agreement shall indicate the
                  Participant's election of payment schedule for his or her
                  Retirement/Termination Benefit. A Participant shall elect to
                  have such Retirement/Termination Benefit distributed: (a) a
                  portion, or all, in a single lump sum payable as soon as
                  administratively practicable following the Termination
                  Valuation Date; and/or (b) the balance (assuming it is at
                  least $25,000) in up to twenty (20) annual installment
                  payments payable beginning at the time described in Section
                  5.3. An election of a payment schedule for a Participant's
                  Retirement Benefit shall pertain to the entire
                  Retirement/Termination Benefit Sub-Account Balance. A
                  Participant shall be permitted to change his or her payment
                  schedule election at any time by filing a new Compensation
                  Deferral Agreement (or by following such procedures as are set
                  by the Plan Administrator regarding using the Participant
                  website, when available), provided such election is made at
                  least thirteen (13) months prior to the Participant's date of
                  Termination of Employment. Any payment schedule election made
                  within thirteen months of Termination of Employment shall be
                  null and void, and the most recent payment schedule election
                  which is dated at least thirteen months prior to Termination
                  of Employment will be in effect.

         (h)      A Participant may not modify or revoke a Compensation Deferral
                  Agreement during a Plan Year by changing the amount of the
                  Compensation deferral except in the case of severe financial
                  hardship (defined in Section 5.8) and then only with the
                  approval of the Plan Administrator which it may or may not
                  give in its sole discretion.

4.2      In-Service Distribution Date Election.

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

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


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

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

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

                  (iii)    The In-Service Distribution election may be
                           cancelled, even if the Participant previously has
                           made an In-Service Distribution Date change with
                           respect to such In-Service Distribution. A
                           cancellation of an In-Service Distribution Date shall
                           cause the In-Service Distribution Sub-Account to be
                           merged into the Retirement/Termination Benefit
                           Sub-Account.

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

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

         (e)      The Compensation Deferral Agreement shall also indicate the
                  Participant's election of payment schedule for each In-Service
                  Distribution Date. Permitted payment schedules for In-Service
                  Distributions are a single lump sum or (assuming the
                  In-Service Distribution Sub-Account Balance is at least
                  $10,000) from two (2) to five (5) annual installment payments.
                  A Participant shall be permitted to change his or her payment
                  schedule election for an In-Service Distribution at any time
                  by filing a new Compensation Deferral Agreement (or by
                  following such procedures as are set by the Plan Administrator
                  regarding using the Participant website, when available),
                  provided such election is made at least thirteen (13) months
                  prior to the In-Service Distribution Date.

4.3      Allocation Elections and Valuation of Accounts


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         (a)      A Participant shall elect Investment Options from a list of
                  Investment Options provided by the Plan Administrator. The
                  initial election shall be made on the Allocation Election Form
                  approved by the Plan Administrator (or Allocation Election
                  Screen on the Participant website approved by the Plan
                  Administrator) and shall specify the allocations among the
                  Investment Options elected. A Participant may make different
                  Allocation Elections for each Sub-Account. A Participant's
                  Sub-Accounts shall be valued as the sum of the value of all
                  Investment Options in which such Sub-Account is Deemed
                  Invested minus any withdrawals or distributions from said
                  Sub-Account. Investment Options shall be utilized to determine
                  the earnings attributable to the Sub-Account. Election of
                  Investment Options do not represent actual ownership of, or
                  any ownership rights in or to, the actual funds to which the
                  Investment Options refer, nor is the Company (or any other
                  Participating Employer) in any way bound or directed to make
                  actual investments corresponding to Deemed Investments.

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

         (c)      A Participant may make a new Allocation Election with respect
                  to future deferrals and Company Contributions, and may
                  Rebalance or Transfer funds in any of his or her Sub-
                  Accounts, provided that such new allocations, Rebalances or
                  Transfers shall be in increments of one percent (1%), and
                  Rebalances and Transfers apply to the entire Sub-Account
                  Balance. New Allocation Elections, Rebalances, and Transfers
                  may be made on any day, and will become effective as soon as
                  administratively practicable.

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


                                    ARTICLE V
                          DISTRIBUTIONS AND WITHDRAWALS

5.1      In-Service Distributions.


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         (a)      In the event an In-Service Distribution Sub-Account Balance
                  shall be less than $10,000 on the initial In-Service
                  Distribution Valuation Date, the In-Service Distribution shall
                  be made in a single lump sum as soon as administratively
                  practicable following the In-Service Distribution Valuation
                  Date. Otherwise, each In-Service Distribution shall be paid in
                  accordance with the payment schedule election made with
                  respect thereto, beginning as soon as administratively
                  practicable following the In-Service Distribution Valuation
                  Date. In the event a Participant has elected installment
                  payments for an In-Service Distribution, the installment
                  payments shall be determined as set forth in Section 5.3 of
                  the Plan.

         (b)      Notwithstanding a Participant's election to receive an
                  In-Service Distribution, all In-Service Distribution
                  Sub-Account Balances shall be distributable as part of the
                  Retirement Benefit, Termination benefit, or death benefit upon
                  the occurrence of any event which triggers a distribution
                  under any other provision of this Article V, if such date
                  occurs prior to the Interim Distribution Date or prior to the
                  completion of installment payment(s) elected in connection
                  with any In-Service Distribution Date.

5.2      Retirement Benefit Distribution. Subject to the provisions of this
         Article V, each Participant shall be entitled to a Retirement Benefit
         in an amount equal to the value of such Participant's Deferred
         Compensation Account (including all Sub-Accounts) on the Termination
         Valuation Date, subject to adjustment in the event of payment in
         installments under Section 5.3.

5.3      Termination other than Retirement. In the event that a Participant
         Terminates in a manner which is not a Retirement, he or she shall
         receive an amount equal to the vested portion of his or her Deferred
         Compensation Account (including all Sub-Accounts) in a single lump sum
         as soon as administratively practical following the Termination
         Valuation Date.

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

                  (i)      equals the value of the applicable Sub-Account on the
                           Annual Valuation Date; and
                  (ii)     equals the remaining number of installment payments.

5.5      Small Account Balance Lump Sum Payment. In the event that a
         Participant's Retirement/Termination Sub-Account Balance is less than
         $25,000 or a Participant's In-


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         Service Distribution Sub-Account Balance is less than $10,000 on the
         initial Termination or In-Service Distribution Valuation Date, the
         Retirement Benefit or In-Service Distribution, as applicable, shall be
         paid in a lump sum and any form of payment election to the contrary
         shall be null and void.

5.6      Disability Benefit. In the event of Disability, a Participant shall
         receive his or her Retirement/Termination Account Balance paid in the
         form of payment elected for a Retirement Benefit in accordance with
         Section 4.1. Valuation shall be as of the last business day of the
         month in which the Participant became disabled, subject to adjustment
         in the event of payment of installments under Section 5.3.

5.7      Death Benefit. In the event of a Participant's death either before
         Termination of Employment or before complete distribution of an
         In-Service Distribution or Retirement Benefit, such Participant's
         Beneficiary, named on the most recently filed Beneficiary Designation
         Form, shall be paid an amount equal to the remaining Deferred
         Compensation Account Balance in a single lump sum within 90 days of the
         Death Benefit Valuation Date.

5.8      Hardship Withdrawal. A Participant may request, in writing to the Plan
         Administrator, a distribution under the Plan if the Participant
         experiences a "financial hardship". A financial hardship is an
         unanticipated emergency that is caused by an event beyond the control
         of a Participant and that would result in severe financial hardship to
         the Participant if early withdrawal were not permitted. The Plan
         Administrator, in its sole discretion, shall determine whether a
         Participant has experienced a financial hardship. The amount of any
         distribution for financial hardship is limited to the amount of the
         severe financial need, which cannot be met with other resources of the
         Participant. The amount of such hardship distribution shall be
         subtracted first from the vested portion of the Participant's
         Retirement/Termination Benefit Sub-Account until depleted and then from
         the In-Service Distribution Sub-Accounts (if any) beginning with the
         most distant. Values for purposes of administering this Section shall
         be determined on the date the Plan Administrator approves the amount of
         the hardship withdrawal, or such other date determined by the Plan
         Administrator.

5.9      Voluntary Withdrawal. A Participant may request, in writing to the Plan
         Administrator, to have up to 100% of the vested portion of his or her
         Deferred Compensation Account Balance (or remaining Balance, if during
         installment payments) at any time and for any reason, subject to a
         penalty of 10% of the amount distributed. The penalty shall be
         forfeited to the Company (and/or to one or more Participating Employers
         if so determined by the Plan Administrator). There is a minimum
         withdrawal amount of $5,000. Deferral elections shall be deemed revoked
         for the balance of the Plan Year in which such withdrawal election is
         made and not permitted for the following Plan Year. The amount of such
         voluntary withdrawal shall be subtracted first from the vested portion
         of the Participant's Retirement/Termination Sub-Account until depleted
         and then from the In-Service Distribution Sub-Accounts (if any)
         beginning with the most distant. Values for purposes of administering
         this Section shall be determined on the date the Plan


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         Administrator approves the amount of the withdrawal, or such other date
         determined by the Plan Administrator.

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

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










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                                   ARTICLE VI
                                 ADMINISTRATION

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

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

6.3      Indemnification. The Company shall indemnify and hold harmless each
         employee, officer, director, agent or organization, to whom or to which
         is delegated duties, responsibilities, and authority with respect to
         administration of the Plan, against all claims, liabilities, fines and
         penalties, and all expenses reasonably incurred by or imposed upon him
         or her or it (including but not limited to reasonable attorney fees)
         which arise as a result of his or its actions or failure to act in
         connection with the operation and administration of the Plan to the
         extent lawfully allowable and to the extent that such claim, liability,
         fine, penalty, or expense is not paid for by liability insurance
         purchased or paid for by the Company. Notwithstanding the foregoing,
         the Company shall not indemnify any person or organization if his or
         her or its actions or failure to act are due to gross negligence or
         willful misconduct or for any such amount incurred through any
         settlement or compromise of any action unless the Company consents in
         writing to such settlement or compromise.

6.4      Expenses. The expenses of administering the Plan shall be paid by the
         Company.

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

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




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                                   ARTICLE VII
                            AMENDMENT AND TERMINATION

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

7.2      Termination in Event of Adverse Tax Determination or Law Change.
         Notwithstanding anything to the contrary in the Plan, if any
         Participant receives a deficiency notice from the United States
         Internal Revenue Service asserting constructive receipt of amounts
         payable under the Plan or if legislation is passed which causes current
         income taxation of deferred amounts, Company contributions, and/or the
         investment earnings attributed thereto due to any Participant
         withdrawal right or other Plan provision, the Plan Administrator, in
         its sole discretion, may terminate the Plan or such Participant's
         participation in the Plan and/or may declare null and void any Plan
         provision with respect to affected Participants. In addition, it is
         intended that this Plan comply with all provisions of the Internal
         Revenue Code and regulations and rulings in effect from time to time
         regarding the permissible deferral of compensation and taxes thereon,
         and it is understood that this Plan does so comply. If the laws of the
         United States or of any relevant state are amended or construed in such
         a way as to make this Plan (or its intended deferral of compensation
         and taxes) in whole or in part void, then the Plan Administrator, in
         its sole discretion, may choose to terminate the Plan or it may (to the
         extent it deems practicable) give effect to the Plan in such a manner
         as it deems will best carry out the purposes and intentions of this
         Plan.


                                  ARTICLE VIII
                                INFORMAL FUNDING

8.1      General Assets. All benefits in respect of a Participant under this
         Plan shall be paid directly from the general funds of the Participating
         Employer of the Participant, or a Rabbi Trust created by the Company
         for the purpose of informally funding the Plan, and other than such
         Rabbi Trust, if created, no special or separate fund shall be
         established and no other segregation of assets shall be made to assure
         payment. Nothing contained in this Plan, and no action taken pursuant
         to its provisions, shall create or be construed to create a trust of
         any kind, or a fiduciary relationship, between the Division or the


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         Company and any Employee, spouse, or Beneficiary. To the extent that
         any Participant (or any person claiming through such Participant)
         acquires a right to receive payments under this Plan, such rights are
         no greater than the right of an unsecured general creditor of the
         Company. To the extent necessary to qualify as an unfunded plan for
         both income tax and ERISA purposes, and only to that extent,
         Participants are deemed to waive any priority claims to Company assets
         established under State law pertaining to wages or other remuneration
         for employment services.

8.2      Rabbi Trust. The Company may, at its sole discretion, establish a
         grantor trust, commonly known as a Rabbi Trust, as a vehicle for
         accumulating the assets needed to pay the promised benefit, but the
         Company shall be under no obligation to establish any such trust or any
         other informal funding vehicle. If such a trust is established,
         Participants shall have no ownership interest in assets held in such
         trust.


                                   ARTICLE IX
                                     CLAIMS

9.1      Filing a Claim. Any controversy or claim arising out of or relating to
         the Plan shall be filed with the Plan Administrator which shall make
         all determinations concerning such claim. Any decision by the Plan
         Administrator denying such claim shall be in writing and shall be
         delivered to the Participant or Beneficiary filing the claim
         ("Claimant"). Such decision shall set forth the reasons for denial in
         plain language. Pertinent provisions of the Plan document shall be
         cited and, where appropriate, an explanation as to how the Claimant can
         perfect the claim will be provided, including a description of any
         additional material or information necessary to complete the claim, and
         an explanation of why such material or information is necessary. The
         claim denial also shall include an explanation of the claims review
         procedures and the time limits applicable to such procedures, including
         a statement of the Claimant's right to bring a civil action under
         Section 502(a) of ERISA following an adverse decision on review. This
         notice of denial of benefits will be provided within 90 days of the
         Plan Administrator's receipt of the Claimant's claim for benefits. If
         the Plan Administrator fails to notify the Claimant of its decision
         regarding the Claimant's claim, the claim shall be considered denied,
         and the Claimant shall then be permitted to proceed with an appeal as
         provided in this Article. Notwithstanding the foregoing, if the Plan
         Administrator determines that it needs additional time to review the
         claim, the Plan Administrator will provide the Claimant with a notice
         of the extension before the end of the initial 90-day period. The
         extension will not be more than 90 days from the end of the initial
         90-day period and the notice of extension will explain the special
         circumstances that require the extension and the date by which the Plan
         Administrator expects to make a decision.

9.2      Appeal. A Claimant who has been completely or partially denied a
         benefit shall be entitled to appeal the denial of his or her claim by
         filing a written appeal with the Plan Administrator no later than sixty
         (60) days after: (a) receipt of the written notification of such claim
         denial, or (b) the lapse of ninety (90) days without an announced
         decision or


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         notice of extension. A Claimant who timely requests a review of his or
         her denied claim (or his or her authorized representative) may review,
         upon request and free of charge, copies of all documents, records and
         other information relevant to the denial and may submit written
         comments, documents, records and other information relevant to the
         claim to the Plan Administrator. Following its review of any additional
         information submitted by the Claimant, the Plan Administrator shall
         render a decision on its review of the denied claim in the following
         manner:

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

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

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

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

         (e)      The decision on review will include a statement describing any
                  voluntary appeal procedures offered by the Plan (but the Plan
                  is not required to have any such procedures) and a statement
                  of the Claimant's right to bring an action under Section
                  502(a) of ERISA.

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


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                                    ARTICLE X
                               GENERAL CONDITIONS

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

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

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

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

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

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

IN WITNESS WHEREOF, the Company has caused this Plan to be adopted, effective as
of January 1, 2003.

                                         FIRST TENNESSEE NATIONAL CORPORATION

                                         By:
                                             -----------------------------------
                                         Its:
                                             -----------------------------------

                                         ATTEST:
                                                --------------------------------



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