Exhibit 14
FIRST TENNESSEE NATIONAL CORPORATION
Code of Ethics
for
Senior Financial Officers
(Adopted January 20, 2004)
Introduction
This Code of Ethics for Senior Financial Officers has been adopted by the
Board of Directors of First Tennessee National Corporation pursuant to Section
406 of the Sarbanes-Oxley Act of 2002 to promote honest and ethical conduct,
proper disclosure of financial information, and compliance with applicable
governmental laws, rules, and regulations by the Corporation's personnel who
have financial responsibilities. This Code supplements, but does not replace,
the applicable policies of the Corporation as well as the Code of Business
Conduct and Ethics, which is the Corporation's statement of its ethical
principles, and "A Matter of Principles," which provides practical guidance to
employees to allow them to put those ethical principles, and the Corporation's
policies, into practice in everyday situations. Both the Code of Business
Conduct and Ethics and A Matter of Principles are applicable to all employees of
the Corporation and its subsidiaries, including Senior Financial Officers, as
defined below.
Applicability
This Code is applicable to the Corporation's Senior Financial Officers. As
used in this Code, "Senior Financial Officer" means the Corporation's Chief
Executive Officer, Chief Financial Officer and Controller. In addition, the
Principles and Practices contained in this Code shall also apply to all
professionals serving in the financial, accounting or audit areas of the
Corporation and its subsidiaries ("Financial Professionals"), except where such
Principles and Practices are specifically assigned to the Senior Financial
Officers.
Principles and Practices
In performing his or her duties, each of the Senior Financial Officers and
Financial Professionals must:
(1) engage in and promote honest and ethical conduct, avoiding conflicts
of interest, as defined in the Corporation's Conflict of Interest and
Confidentiality Policy, between personal and professional
relationships;
(2) provide, or cause to be provided, full, fair, accurate, timely, and
understandable disclosure in reports and documents that the
Corporation files with or submits to the Securities and Exchange
Commission ("SEC") and in other public communications in compliance
with the Corporation's Disclosure Controls and
Procedures. Specifically, the Senior Financial Officers will (a)
establish and maintain disclosure controls and procedures designed to
ensure that material information relating to the Corporation,
including its consolidated subsidiaries, is made known to the
Corporation's Chief Executive Officer and Chief Financial Officer as
well as to those responsible for preparing periodic reports and other
public communications containing financial information; (b) establish
and maintain internal control over financial reporting designed to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
(c) promptly disclose to the Audit Committee and the independent
auditor (i) any significant deficiencies and material weaknesses in
the design or operation of such internal control over financial
reporting which are reasonably likely to adversely affect the
Corporation's ability to record, process, summarize and report
financial information and (ii) any fraud, whether or not material,
that involves management or other employees who have a significant
role in the Corporation's internal control over financial reporting,
as defined in the Corporation's Disclosure Controls and Procedures;
and (d) review for accuracy and completeness each periodic report and
each other document containing financial information that is required
to be discussed with the Audit Committee under the provision of the
New York Stock Exchange Listing Standards before it is filed or
released;
(3) comply and take all reasonable actions to cause others to comply with
applicable governmental laws, rules, and regulations;
(4) take no action, directly or indirectly, to fraudulently influence,
coerce, manipulate or mislead the independent auditor of the
Corporation or its subsidiaries for the purpose of rendering the
financial statements of the Corporation or its subsidiaries
misleading;
(5) discharge his or her responsibilities with respect to the disclosure
process diligently; and
(6) promptly report violations of this Code to the Audit Committee.
Waiver
Any request for a waiver of any provision of this Code must be in writing
and addressed to the Audit Committee. Any waiver of this Code may only be made
by the Board of Directors or the Audit Committee, and any waiver with respect to
a Senior Financial Officer will be disclosed promptly on Form 8-K or by another
means approved by the SEC.
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Compliance and Accountability
The Audit Committee will report material violations of this Code to the
Board of Directors and recommend to the Board appropriate action. The Board may
designate appropriate persons to determine appropriate action, and such action
shall be reasonably designed to deter wrongdoing and to promote accountability
for adherence to this Code. Failure to observe the terms of this Code may result
in disciplinary action, up to and including termination of employment.
Violations of this Code may also constitute violations of law and may result in
civil and criminal penalties.
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