George Lewis Non-compete And Early Retirement

October 26, 1999


George Lewis First Tennessee Bank 165 Madison Ave. Memphis, TN 38101


Dear George:


This letter describes the components of the special non-compete agreement package approved by the Human Resources Committee for you from First Tennessee Bank, N. A.


COVENANT NOT TO COMPETE


Beginning with your acceptance and for the next four years following, you agree to reveal promptly to First Tennessee any material matter coming to your attention pertaining to the business or interest of First Tennessee, which can be reasonably and legally revealed, and you further agree not to accept employment or engage as a partner, member, principal, consultant, director or otherwise in any financial services business which is in competition with First Tennessee and has a business location within (50) miles of Memphis or any of its affiliated banking offices in Tennessee, unless you have received the prior written consent of the Employee Services Division Manager.


In consideration of the paragraph above, you will receive payments of approximately $94,179 annually for four years. You will receive payments of approximately $3,622.29 every two weeks beginning October 23, 1999 with the first payment on the November 5, 1999 payroll. In the event of a Change in Control as defined in the FTNC Pension Plan, you will be paid a lump sum payment equal to present value (based on a discount rate of 4.2%) of the remaining scheduled payments as indicated on the attached Exhibit 1. (to be added later)


If you should die before the full four years of payments have been paid, the payments will cease upon your death.


PENSION


Based on an election of the Life Only Option for your normal retirement benefit under the FTNC Pension Plan, you will also receive approximately $7,848.29 each month beginning October 1, 2003 or a lesser amount on an earlier date if you so choose. At your death, the payments will cease.


The pension benefit will be eligible for any cost of living increases that may be provided to retirees through the FTNC Pension Plan.


DEFERRED COMPENSATION


Your account in the Directors and Executives Deferral Plan will continue to accrue interest at the applicable ra ...