POOLING AND SERVICING AGREEMENTS

THIS MASTER AMENDMENT TO POOLING AND SERVICING AGREEMENTS dated as of July 15, 2005 (this “Master Amendment”), is executed among FIRST HORIZON ASSET SECURITIES INC., a Delaware corporation, as depositor (the “Depositor”), FIRST HORIZON HOME LOAN CORPORATION, a Kansas corporation as master servicer (the “Master Servicer”), and THE BANK OF NEW YORK, a banking corporation organized under the laws of the State of New York, as trustee (the “Trustee”).

A.    The Depositor, the Master Servicer, and the Trustee are parties to the Agreements (as defined below).

B.    The Depositor, the Master Servicer, and the Trustee, desire to amend the Agreements, among other things, to restate the definition of the Private Certificates in each of the Agreements .

C.    The amendment contemplated hereby, with the consent of the holders of the Certificates (as defined below), is permitted under Section 11.1 of the Agreements.

D.    The Trustee has received an Opinion of Counsel from Andrews Kurth LLP in substantially the form attached hereto as ANNEX A , to the effect that this Master Amendment will not cause the imposition of any tax on any Certificateholders or any REMIC created under the Agreements or cause any REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding.

In consideration of the mutual agreements herein contained, the parties hereto agree as follows:

Whenever used in this Master Amendment, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

2002-8 PSA: The Pooling and Servicing Agreement, dated as of November 1, 2002, by and among the Depositor, the Master Servicer and the Trustee, as related to the First Horizon Mortgage Pass-Through Trust 2002-8 and the Mortgage Pass-Through Certificates, Series 2002-8.

2003-9 PSA: The Pooling and Servicing Agreement, dated as of September 1, 2003, by and among the Depositor, the Master Servicer and the Trustee, as related to the First Horizon Mortgage Pass-Through Trust 2003-9 and the Mortgage Pass-Through Certificates, Series 2003-9.

2003-10 PSA: The Pooling and Servicing Agreement, dated as of November 1, 2003, by and among the Depositor, the Master Servicer and the Trustee, as related to the First Horizon Mortgage Pass-Through Trust 2003-10 and the Mortgage Pass-Through Certificates, Series 2003-10.

2004-4 PSA: The Pooling and Servicing Agreement, dated as of May 1, 2004, by and among the Depositor, the Master Servicer and the Trustee, as related to the First Horizon Mortgage Pass-Through Trust 2004-4 and the Mortgage Pass-Through Certificates, Series 2004-4.

2004-5 PSA: The Pooling and Servicing Agreement, dated as of September 1, 2003, by and among the Depositor, the Master Servicer and the Trustee, as related to the First Horizon Mortgage Pass-Through Trust 2004-5 and the Mortgage Pass-Through Certificates, Series 2004-5.

2004-6 PSA: The Pooling and Servicing Agreement, dated as of September 1, 2004, by and among the Depositor, the Master Servicer and the Trustee, as related to the First Horizon Mortgage Pass-Through Trust 2004-6 and the Mortgage Pass-Through Certificates, Series 2004-6

2004-7 PSA: The Pooling and Servicing Agreement, dated as of November 1, 2004, by and among the Depositor, the Master Servicer and the Trustee, as related to the First Horizon Mortgage Pass-Through Trust 2004-7 and the Mortgage Pass-Through Certificates, Series 2004-7.

2004-FA1 PSA: The Pooling and Servicing Agreement, dated as of August 1, 2004, by and among the Depositor, the Master Servicer and the Trustee, as related to the First Horizon Alternative Mortgage Securities Trust 2004-FA1 and the Mortgage Pass-Through Certificates, Series 2004-FA1.

2004-FA2 PSA: The Pooling and Servicing Agreement, dated as of November 1, 2004, by and among the Depositor, the Master Servicer and the Trustee, as related