(1)     On July 17, 2007, the Corporation’s Board of Directors amended the Corporation’s bylaws, increasing the number of directors from 11 to 12, as reported in Item 5.03 of this report. On July 17, 2007, the Board of Directors elected Robert B. Carter to fill the resulting vacancy, effective immediately. Mr. Carter also has been elected to the Board of Directors of the Corporation’s subsidiary, First Tennessee Bank National Association (the “Bank”). Mr. Carter was placed in Class II of the Corporation’s Board. Mr. Carter will stand for election to the Board of the Corporation by the shareholders at the April 2008 annual meeting.

(2)     There are no arrangements or understandings between Mr. Carter and any other person concerning his selection to be elected to the Board of Directors of the Corporation.

(3)     Mr. Carter has been appointed to serve on the Audit Committee and the Nominating and Corporate Governance Committee of the Corporation’s Board of Directors.

(4)     The Bank and its subsidiaries have entered into lending transactions in the ordinary course of business with the Corporation’s executive officers, directors, and their associates, and they expect to have such transactions in the future. Such transactions have been on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the same time for comparable transactions with others and have not involved more than the normal risk of collectibility or presented other unfavorable features. From time to time, the Bank and its broker-dealer subsidiaries may sell securities either as agent or as principal to, and the Bank and its subsidiaries have other banking transactions (including but not limited to deposit accounts and loan-related interest rate swaps) with, the Corporation’s executive officers and directors and their associates in the ordinary course of business on terms substantially similar to those available to members of the general public. The Corporation’s executive officers and directors and their associates do not derive any special benefits from such transactions.

(5)     Mr. Carter will be eligible to participate in the Corporation’s compensation plans and programs for non-employee directors. Additional information concerning the Corporation’s plans and programs for non-employee directors is provided in the following previously-filed materials, all of which are incorporated into this item by reference:

Because Mr. Carter was elected in July, under the Corporation’s Director Policy he will receive three-fourths of a normal annual grant of restricted stock units for the year 2007-2008. That pro-rated RSU grant will have a grant-date value of $33,750 and will vest in 2008 in accordance with the Policy.

(1)   On July 17, 2007, the Corporation’s Board of Directors amended ARTICLE THREE, Section 3.2, ARTICLE FOUR, Section 4.20, and ARTICLE EIGHT, Sections 8.2 and 8.3 of the Corporation’s Bylaws. The Bylaws are amended immediately as described below. The amended and restated Bylaws are filed herewith as Exhibit 3.2.

(2)   The primary effects of the amendments are as follows. All amendments were effective July 17, 2007.

Pursuant to Instruction B.4. to Form 8-K and applicable regulations and releases, forms of documents and descriptions of arrangements related to the foregoing matters will be filed as exhibits not later than the Corporation’s quarterly report on Form 10-Q applicable to the quarter ending September 30, 2007, except for exhibits filed with this Report. All summaries and descriptions of documents, and of amendments thereto, set forth above are qualified in their entirety by the documents themselves, whether filed as an exhibit hereto or filed as an exhibit to a later report.