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EXHIBIT 99(b)
PROXY
Cleveland Bank & Trust Company
REVOCABLE PROXY
(SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CLEVELAND BANK &
TRUST COMPANY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON
February 23, 1994)
The undersigned hereby appoints Jefferson Davis Morelock and Larry D.
Basham and any one or more of them with full powers of substitution, as
attorneys and proxies for the undersigned, to represent and vote all shares of
Common Stock of Cleveland Bank & Trust Company ("CBTC") standing in my name on
the books and records of CBTC at the close of business on January 7, 1994 which
the undersigned is entitled to cast at the Special Meeting of Shareholders to
be held at the main office of CBTC, 775 Raider Drive, N.W., Cleveland Tennesse,
on February 23, 1994 at 10:00 a.m. CST and at any and all adjournments as
follows:
For Against Abstain
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1. Approval of the Agreement and Plan of Merger dated as of
July 23, 1993, (the "Merger Agreement") by and between First
Tennessee National Corporation ("FTNC") and CBTC which
provides that First Tennessee Interim Bank, a newly
chartered and wholly-owned subsidiary of FTNC will merge
with and into CBTC, as a result of which CBTC will become a
wholly-owned subsidiary of FTNC
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2. At their discretion, on such other business as may
properly come before the Special Meeting or any adjournments
or postponements thereof.
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NOTE: The Board of Directors is not aware of any other business that may come
before the meeting.
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THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS
STATED IF NO CHOICE IS MADE HEREON
Should the undersigned be present and elect to vote at the Special
Meeting or at any adjournment thereof and, after notification to the Secretary
of CBTC at the Special Meeting of the shareholder's decision to terminate this
Proxy, then the power of said attorneys and proxies shall be deemed terminated
and of no further force and effect.
The undersigned acknowledges receipt of a Notice of Special Meeting
called for the 23rd day of February, 1994; and the Proxy Statement-Prospectus
dated the 10th day of January, 1994 prior to the execution of this Proxy.
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Print Name of Shareholder
Date:
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Signature of Shareholder
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Print Name of Shareholder
Date:
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Signature of Shareholder
(Please sign exactly as your name
appears on the envelope in which this
card was mailed. When signing as
attorney, executor, administrator,
trustee or guardian, please give your
full title. If more than one trustee,
all should sign. If shares are held
jointly, each holder should sign.)