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EXHIBIT 99(a)
PROXY
Emerald Mortgage Company
REVOCABLE PROXY
(SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF EMERALD MORTGAGE
COMPANY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON
_____________________, 1994)
The undersigned hereby appoints ___________________________ and
__________________, 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 Emerald Mortgage Company standing in my name
on the books and records of Emerald Mortgage Company at the close of business
on __________________, 1994 which the undersigned is entitled to cast at the
Special Meeting of Shareholders to be held at the main office of Emerald
Mortgage Company, 3500 188th Street, S.W., Suite 502, Lynnwood, Washington, on
___________________, 1994 at 10:00 a.m., local time, and at any and all
adjournments as follows:
For Against Abstain
------------ ------------- -------------
1. Approval of the Stock Exchange Agreement dated as of
June 15, 1994, as amended (the "Merger Agreement") by and
between First Tennessee National Corporation ("FTNC"), First
Tennessee Bank National Association ("FTB"), Emerald Mortgage
Company and all of the Emerald shareholders which provides for
the acquisition by FTB of all of the common stock of Emerald in
exchange for FTNC Common Stock, as a result of which Emerald
Mortgage Company will become a wholly-owned subsidiary of
FTB ------------ ------------- -------------
2. At their discretion, on such other business as may
properly come before the Special Meeting or any adjournments
or postponements thereof. ------------ ------------- -------------
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 Emerald Mortgage Company 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 _________rd day of ________________, 1994; and the Proxy
Statement-Prospectus dated the _____th day of _____________, 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.)