First Horizon's FTN Financial To Acquire Fixed Income Division of Spear, Leeds & Kellogg

Combination Creates Leading Franchise With Powerful Strategic Platform, Wide Distribution Channel and Broad Product Offering


MEMPHIS, Tenn., Oct. 28, 2004 (PRIMEZONE) -- First Horizon National Corporation ("First Horizon") (NYSE:FHN) today announced that its capital markets division, FTN Financial ("FTN"), entered into a definitive agreement to acquire the assets and operations of the fixed income business of Spear, Leeds & Kellogg ("SLK"), a division of Goldman Sachs & Co. The terms of the deal were not disclosed.

The combination of FTN's outstanding distribution network, well-recognized fixed income expertise and research with SLK's sales and trading depth will create a company with one of the fixed income industry's largest sales forces, a broader range of product offerings, access to state-of-the-art trading systems, and leading fixed income research. The combination will also better balance FTN's existing mix between depository and non-depository institutions, and strengthen its overall position in the corporate fixed income marketplace.

The acquisition is expected to be accretive to First Horizon earnings per share during the first full calendar year. It is expected to close on or about the end of the calendar year, subject to customary closing conditions, including regulatory approvals.

"This acquisition makes perfect sense as it fits with our stated objectives to strengthen our existing businesses and is expected to be accretive in the first year," said Ken Glass, chairman and CEO of First Horizon. "Adding Spear, Leeds & Kellogg's fixed income business to FTN will greatly enhance our value and create additional long-term growth opportunities for First Horizon and our shareholders."

"Combining these two complementary firms with similar cultures and little overlap creates a powerful strategic platform with the right size and scale to solidify our position among the industry leaders, and we're able to do it at a fair price," said Jim Hughes, president and CEO of FTN Financial. "By putting together these two leaders in fixed income, FTN will be better able to distribute a broader range of products and services supported by enhanced trading systems along with outstanding research to existing and new customers. The result is significantly enhanced long-term revenue opportunities to the benefit of FTN and its employees."

Upon completion of the transaction, FTN will have approximately 1,000 employees located in 15 states with more than 5,000 total customers.

FTN expects to retain all FTN and SLK employees at their current offices, while some senior SLK management may relocate to FTN's Manhattan offices. Current senior management of FTN will continue to run the company, with the addition of senior executives from SLK. Management will have a combined average of more than 25 years of experience.

William J. Kenney, Co-CEO of Spear, Leeds & Kellogg, said, "We're enthusiastic about joining FTN as we believe the two companies have very similar cultures and goals. FTN is an exceptional organization and has an outstanding track record of building a successful business. We look forward to the energy, support and investment they bring. The combination of our sales and trading depth with FTN's outstanding distribution and research will create a powerful competitor in the fixed income market."

About FTN Financial

FTN Financial is a full-service provider of financial services for the investment and banking community. FTN Financial includes these five business lines: Capital Markets, Equity Research, Investment Banking, Correspondent Services, and Strategic Alliances. With offices nationwide, FTN Financial is headquartered in Memphis, Tennessee.

About SLK Fixed Income

The fixed income division of Spear, Leeds & Kellogg is known as a leading market maker in odd-lot US government bills, notes, bonds, strips and agency securities. From that base, it expanded and now has specialized trading desks covering the US Government, Agency, Corporate, Mortgage Backed and CMO securities markets. Customers include institutional accounts and broker/dealers.

About First Horizon National Corporation

The 12,000 employees of First Horizon National Corp. (NYSE:FHN) provide financial services to individual and business customers through hundreds of offices located in more than 40 states. The corporation's three major brands -- FTN Financial, First Horizon and First Tennessee -- provide customers with a broad range of products and services including:



 -- Capital markets, with one of the nation's top underwriters
    of U.S. government agency securities

 -- Mortgage banking, with one of the nation's top 15 mortgage
    originators and servicers, which earned a top-10 ranking in
    customer satisfaction from J.D. Power and Associates

 -- Retail/commercial banking, with the largest market share in
    Tennessee and one of the highest customer retention rates of
    any bank in the country

FHN companies have been recognized as some of the nation's best employers by AARP, Working Mother, Business Week and Fortune magazines. FHN also was named one of the nation's 100 best corporate citizens by Business Ethics magazine. More information can be found at www.FirstHorizon.com.

This press release contains forward-looking statements involving significant risks and uncertainties. A number of important factors could cause actual results to differ materially from those in the forward-looking information. Those factors include general economic and financial market conditions, including expectations of and actual timing and amount of interest rate movements, competition, investor responses to these conditions, ability to execute business plans, geo-political developments, items already mentioned in this press release, and other factors described in our recent filings with the SEC. FHN disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements included herein to reflect future events or developments.



            

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