FIRST HORIZON NATIONAL CORP (Form: 8-K, Received: 07/17/2012 16:35:55)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 16, 2012

First Horizon National Corporation

(Exact Name of Registrant as Specified in Charter)


TN	001-15185	62-0803242
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


165 MADISON AVENUE MEMPHIS, TENNESSEE	38103
(Address of Principal Executive Office)	(Zip Code)

Registrant’s telephone number, including area code - (901) 523-4444

(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of Director

(1) On July 16, 2012, the Board of Directors (“Board”) of First Horizon National Corporation (the “Company”) elected Corydon J. Gilchrist to the Board, effective immediately. Mr. Gilchrist also has been elected to the Board of Directors of First Tennessee Bank National Association (the “Bank”). Mr. Gilchrist will stand for election to the Board of the Company by the shareholders at the Company’s 2013 annual meeting.

Mr. Gilchrist, age 41, is a private investor and a Chartered Financial Analyst. From 2000 to 2011 he was a portfolio manager and partner at Marsico Capital Management. While at Marsico, Mr. Gilchrist was the sole portfolio manager for Marsico’s 21st Century Fund and the lead portfolio manager for Marsico’s Global Fund. Before joining Marsico, he was a senior analyst and portfolio manager covering emerging markets at The Principal Financial Group.

(2) There are no arrangements or understandings between Mr. Gilchrist and any other person concerning his selection to be elected to the Board of the Company.

(3) Mr. Gilchrist has been appointed to serve on the Audit and the Nominating and Corporate Governance Committees of the Company’s and the Bank’s Boards of Directors. Based on its review and application of categorical standards, the Company’s Board determined that Mr. Gilchrist is independent under New York Stock Exchange listing standards.

(4) The Company, the Bank, and the subsidiaries of each, as applicable, have entered into lending transactions and/or other banking or financial services transactions in the ordinary course of business with the Company’s executive officers, directors, nominees, their immediately family members and affiliated entities, and the persons of which the Company is aware that beneficially own more than 5 percent of the Company’s common stock, and the Company expects to have such transactions in the future. Such transactions were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not related to the Company, and did not involve more than the normal risk of collectability or present other unfavorable features.

(5) Mr. Gilchrist will be eligible to participate in the Company’s active compensation plans and programs for non-employee directors. Additional information concerning the Company’s plans and programs for non-employee directors is provided in the following previously-filed material, which is incorporated into this item by reference: the “Director Compensation” section of the Company’s proxy statement for the 2012 annual meeting of shareholders appearing on pages 75-84.

(e) Adoption of New Savings Restoration Plan

On July 16, 2012, the First Horizon National Corporation Savings Restoration Plan (“Restoration Plan”) was adopted. The Restoration Plan is effective January 1, 2013.

The Restoration Plan provides to eligible employees the opportunity to defer cash salary in a manner analogous to the Company’s Savings Plan, except that certain tax code limitations on salary are ignored in the Restoration Plan. Eligibility is limited to selected employees, including executive officers, whose annual cash salaries exceed the tax code limit (currently $250,000). The Restoration Plan generally functions like the Savings Plan. Among other things, participants may select the percentage of salary to be deferred, obtain a plan account, and select investments for the account funds from a menu which is

broadly similar to that offered under the Savings Plan. Unlike the Savings Plan, however, the Restoration Plan is not a qualified plan under the tax code or ERISA. Accordingly the Restoration Plan has no segregated trust fund holding account assets and the Restoration Plan offers less flexibility to participants than the Savings Plan in several respects, including in terms of ability to make and change elections and in terms of certain types of investments which may be selected. For example, the Restoration Plan, unlike the Savings Plan, offers no option to invest in Company common stock. The Company intends to purchase assets, for its own account, which mimic the investments selected by Restoration Plan participants and therefore mitigate the risks to the Company associated with offering the Restoration Plan.

The Restoration Plan has been adopted in conjunction with the freezing of the Company’s Pension Plan and its related Pension Restoration Plan, and a related enlargement of the Savings Plan’s Company matching contribution from 50% to 100% of a participant’s contributions (up to 6%), all effective January 1, 2013. These changes are intended to transition the Company away from the financial risks associated with operating a traditional defined-benefit pension plan while continuing to provide a meaningful and competitive contribution to employees’ retirement savings.

In a related action, the Company’s salary stock unit program has been supplemented to expressly exclude salary stock units from being counted as salary for purposes of the Restoration Plan.

ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Amendment of Bylaws

(1) On July 16, 2012, the Company’s Board of Directors amended ARTICLE THREE, Section 3.2 of the Company’s Bylaws. The Bylaws are amended immediately as described below. The amended and restated Bylaws are filed herewith as Exhibit 3.1.

(2) The amendment to Section 3.2 increases the size of the Company’s Board of Directors from eleven to twelve persons. The increase took effect immediately upon Board approval on July 16, 2012.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed herewith:


Exhibit #		Description

3.1		Bylaws of First Horizon National Corporation, as amended and restated July 16, 2012

10.1		Form of First Horizon National Corporation Savings Restoration Plan

10.2		Salary Stock Unit Program, as amended

All summaries and descriptions of documents, and of amendments thereto, set forth above are qualified in their entirety by the documents themselves, whether filed as an exhibit hereto or filed as an exhibit to a later report.

* * * * *

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	First Horizon National Corporation
	(Registrant)

Date: July 17, 2012	By:	/s/ Clyde A. Billings, Jr.

		Senior Vice President, Assistant
		General Counsel, and Corporate Secretary

EXHIBIT INDEX


EX-3.1	Bylaws of First Horizon National Corporation, as amended and restated July 16, 2012

EX-10.1	Form of First Horizon National Corporation Savings Restoration Plan

EX-10.2	Salary Stock Unit Program, as amended

Exhibit 3.1

BYLAWS OF
FIRST HORIZON NATIONAL CORPORATION
(As Amended and Restated July 16, 2012)

ARTICLE ONE
OFFICES

1.1 Principal Office. The principal office of First Horizon National Corporation (the “Corporation”) shall be 165 Madison Avenue, Memphis, Tennessee.

1.2 Other Offices. The Corporation may have offices at such other places, either within or without the State of Tennessee, as the Board of Directors may from time to time designate or as the business of the Corporation may from time to time require.

1.3 Registered Office. The registered office of the Corporation required to be maintained in the State of Tennessee shall be the same as its principal office and may be changed from time to time as provided by law.

ARTICLE TWO
SHAREHOLDERS

2.1 Place of Meetings. Meetings of the shareholders of the Corporation may be held either in the State of Tennessee or elsewhere; but in the absence of notice to the contrary, shareholders’ meetings shall be held at the principal office of the Corporation in Memphis, Tennessee.

2.2 Quorum and Adjournments. The holders of a majority of the shares issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite, and shall constitute a quorum at all meetings of the shareholders, for the transaction of business, except as otherwise provided by law, the Restated Charter of the Corporation, as amended from time to time (the “Charter”), or these Bylaws. In the event a quorum is not obtained at the meeting, the holders of a majority of the shares entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time and, whether or not a quorum is obtained at the meeting, the Chairman of the meeting shall have the power to adjourn the meeting from time to time, in either case without notice, except as otherwise provided by law, other than announcement at the meeting. At such adjourned meeting at which the requisite amount of voting shares shall be represented, any business may be transacted which might have been transacted at the meeting as originally notified.

2.3 Notice of Meetings. Unless otherwise required by applicable law, written notice of the annual and each special meeting stating the date, time and place of the meeting shall be mailed, postage prepaid, or otherwise delivered to each shareholder entitled to vote thereat at such address as appears on the records of shareholders of the Corporation, at least ten (10) days, but not more than two (2) months, prior to the meeting date. In addition, notice of any special meeting shall state the purpose or purposes for which the meeting is called and the person or persons calling the meeting. In the event of an adjournment of a meeting to a date more than four months after the date fixed for the original meeting or the Board of Directors fixes a new record date for the adjourned meeting, a new notice of the adjourned meeting must be given to shareholders as of the new record date. Any previously scheduled meeting may be postponed, and any special meeting may be canceled, by resolution of the Board of Directors upon public notice given prior to the date scheduled for such meeting.

2.4 Annual Meetings. The annual meeting of shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year on the third Tuesday in April, or if that day is a legal holiday, on the next succeeding business day not a legal holiday, at 10:00 a.m. Memphis time or on such other date and/or at such other time as the Board of Directors may fix by resolution by vote of a majority of the entire Board of Directors. At the meeting, the shareholders shall elect by ballot directors to succeed the directors whose terms expire at the meeting and may transact such other business as may properly come before the meeting.

2.5 Special Meetings. Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by statute, may be called by Chairman of the Board and shall be called by the Chairman of the

Board or the Secretary at the request in writing of a majority of the Board of Directors. Only such business within the purpose or purposes described in the notice of the meeting may be conducted at the meeting.

2.6 Waiver of Notice. Any shareholder may waive in writing notice of any meeting either before, at or after the meeting. Attendance by a shareholder in person or by proxy at a meeting shall constitute a waiver of objection to lack of notice or defective notice and a waiver of objection to consideration of a matter that was not described in the meeting notice unless the shareholder objects in the manner required by law.

2.7 Voting. Unless otherwise required by the Charter, at each meeting of shareholders, each shareholder shall have one vote for each share of stock having voting power registered in the shareholder’s name on the records of the Corporation on the record date for that meeting, and every shareholder having the right to vote shall be entitled to vote in person or by proxy appointed by instrument in writing or any other method permitted by law.

2.8 Procedures for Bringing Business before Shareholder Meeting. At an annual or special meeting of shareholders, only such business shall be conducted, and only such proposals shall be acted upon, as shall have been properly brought before an annual or special meeting of shareholders. To be properly brought before an annual or special meeting of shareholders, business must be (i) in the case of a special meeting called by the Chairman of the Board or at the request of the Board of Directors, specified in the notice of the special meeting (or any supplement thereto), or (ii) in the case of an annual meeting properly brought before the meeting by or at the direction of the Board of Directors or (iii) otherwise properly brought before the annual or special meeting by a shareholder. For business to be properly brought before such a meeting of shareholders by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the date of the meeting; provided, however, that if fewer than 100 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholders to be timely must be so delivered or received not later than the close of business on the 10th day following the earlier of (i) the day on which such notice of the date of such meeting was mailed or (ii) the day on which such public disclosure was made. A shareholder’s notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before a meeting of shareholders (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) the name and address, as they appear on the Corporation’s books, of the shareholder proposing such business and any other shareholders known by such shareholder to be supporting such proposal, (iii) the class and number of shares of the Corporation which are beneficially owned by such shareholder on the date of such shareholder’s notice and by any other shareholders known by such shareholder to be supporting such proposal on the date of such shareholder’s notice, and (iv) any material interest of the shareholder in such proposal. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at a meeting of shareholders except in accordance with the procedures set forth in this Section 2.8. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that the business was not properly brought before the meeting in accordance with the procedures prescribed by these Bylaws, and if the Chairman should so determine, the Chairman shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

2.9 SEC Proxy Rules. In addition to complying with the provisions of Section 2.8, a shareholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to the matters set forth in Section 2.8. Nothing in Section 2.8 shall be deemed to affect any rights of shareholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to rules of the Securities and Exchange Commission. For such proposals to be acted upon at a meeting, however, compliance with the notice provisions of Section 2.8 is also required.

ARTICLE THREE
DIRECTORS

3.1 Powers of Directors. The business and affairs of the Corporation shall be managed under the direction of and all corporate powers shall be exercised by or under the authority of the Board of Directors.

3.2 Number and Qualifications. The Board of Directors shall consist of twelve members. The Board of Directors has the power to change from time to time the number of directors specified in the preceding sentence. Any such change in the number of directors constituting the Corporation’s Board Directors must be made exclusively by means of an amendment to these Bylaws adopted by a majority of the entire Board of Directors then in office. Directors need not be shareholders of the Corporation nor residents of the State of Tennessee.

3.3 Term of Office. Except as otherwise provided by law or by the Charter, the term of each director hereafter elected shall be from the time of his or her election and qualification until the annual meeting next following such election and until a successor shall have been duly elected and qualified; subject, however, to the right of the removal of any director as provided by law, by the Charter or by these Bylaws.

3.4 Compensation. The directors shall be paid for their services on the Board of Directors and on any Committee thereof such compensation (which may include cash, shares of stock of the Corporation and options thereon) and benefits together with reasonable expenses, if any, at such times as may, from time to time, be determined by resolution adopted by a majority of the entire Board of Directors; provided that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and being compensated therefor; provided further that if the Chairman of the Board is at the same time serving as the Chief Executive Officer of the Corporation, he or she will not be compensated as a non-employee director for his or her service as Chairman.

3.5 Committees. The directors, by resolution adopted by a majority of the entire Board of Directors, may designate an executive committee and other committees, consisting of two or more directors, and may delegate to such committee or committees all such authority of the Board of Directors that it deems desirable, including, without limitation, authority to appoint corporate officers, fix their salaries, and, to the extent such is not provided by law, the Charter or these Bylaws, to establish their authority and responsibility, except that no such committee or committees shall have and exercise the authority of the Board of Directors to:


	(a)	authorize distributions (which include dividend declarations), except according to a formula or method prescribed by the Board of Directors,

	(b)	fill vacancies on the Board of Directors or on any of its committees,

	(c)	adopt, amend or repeal bylaws,

	(d)	authorize or approve the reacquisition of shares, except according to a formula or method prescribed by the Board of Directors, or

	(e)	authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the Board of Directors may authorize a committee to do so within limits specifically prescribed by the Board of Directors.

3.6 Procedures for Director Nominations. Except as provided in Section 3.7 with respect to vacancies on the Board of Directors, only persons nominated in accordance with the procedures set forth in this Section 3.6 shall be eligible for election as directors. Nominations of persons for election to the Board of Directors may be made at a meeting of shareholders (i) by or at the direction of the Board of Directors, or (ii) by any shareholder of the Corporation entitled to vote for the election of directors at such meeting who complies with the notice procedures set forth in this Section 3.6. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the date of a meeting; provided, however, that if fewer than 100 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so delivered or received not later than the close of business on the 10th day following the earlier of (i) the day on which such notice of the date of such meeting was mailed or (ii) the day on which such public disclosure was made. A shareholder’s notice to the Secretary shall set forth (i) as to each person whom the shareholder proposes to nominate for election or reelection as a director (a) the name, age,

business address and residence address of such person, (b) the principal occupation or employment of such person, (c) the class and number of shares of the Corporation which are beneficially owned by such person on the date of such shareholder’s notice and (d) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors or, is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including, without limitation, such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (ii) as to the shareholder giving the notice (a) the name and address, as they appear on the Corporation’s books, of such shareholder and any other shareholders known by such shareholder to be supporting such nominees and (b) the class and number of shares of the Corporation which are beneficially owned by such shareholder on the date of such shareholder’s notice and by any other shareholders known by such shareholder to be supporting such nominees on the date of such shareholder’s notice. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 3.6. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if the Chairman should so determine, the Chairman shall so declare to the meeting and the defective nomination shall be disregarded.

3.7 Vacancies; Removal from Office. Except as otherwise provided by law or by the Charter, newly created directorships resulting from any increase in the authorized number of directors or any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification or any other cause (except removal from office) shall be filled only by the Board of Directors, provided that a quorum is then in office and present, or only by a majority of the directors then in office, if less than a quorum is then in office or by the sole remaining director. Any vacancies on the Board of Directors resulting from removal from office may be filled by the affirmative vote of the holders of at least a majority of the voting power of all outstanding voting stock or, if the shareholders do not so fill such a vacancy, by a majority of the directors then in office. Directors elected to fill a newly created directorship or other vacancy shall hold office for a term expiring at the next shareholders’ meeting at which directors are elected and until such director’s successor has been duly elected and qualified. A director of the Corporation may be removed by the shareholders only for cause by the affirmative vote of the holders of at least a majority of the voting power of all outstanding voting stock.

3.8 Place of Meetings. The directors may hold meetings of the Board of Directors or of a committee thereof at the principal office of the Corporation in Memphis, Tennessee, or at such other place or places, either in the State of Tennessee or elsewhere, as the Board of Directors or the members of the committee, as applicable, may from time to time determine by resolution or by written consent or as may be specified in the notice of the meeting.

3.9 Quorum. A majority of the directors shall constitute a quorum for the transaction of business, but a smaller number may adjourn from time to time, without further notice, if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken and if the period of adjournment does not exceed thirty (30) days in any one (1) adjournment. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law, the Charter, or these Bylaws.

3.10 Regular Meetings. Following each annual meeting of shareholders, the newly elected directors, together with the incumbent directors whose terms do not expire at such meeting, shall meet for the purpose of organization, the appointment of officers and the transaction of other business, and, if a majority of the directors be present at such place, day and hour, no prior notice of such meeting shall be required to be given to the directors. The place, day and hour of such meeting may also be fixed by resolution or by written consent of the directors. In addition, the Board of Directors may approve an annual schedule for additional regular meetings of the Board of Directors and of committees thereof.

3.11 Special Meetings. Special meetings of the directors may be called by the Chairman of the Board, the Chief Executive Officer, or the President (or as to any committee of the Board of Directors, by the person or persons specified in the resolution of the Board of Directors establishing the committee) on two days’ notice by mail or on one day’s notice by telegram or cablegram, or on two hours’ notice given personally or by telephone or facsimile transmission to each director (or member of the committee, as appropriate), and shall be called by the Chairman of the Board or Secretary in like manner on the written request of a majority of directors then in office. The notice shall state the day and hour of the meeting and the place where the meeting is to be held. Special

meetings of the directors may be held at any time on written waiver of notice or by consent of all the directors, either of which may be given either before, at or after the meeting.

3.12 Action without a Meeting. The directors may (whether acting in lieu of a meeting of the Board of Directors or of a committee thereof) take action which they are required or permitted to take, without a meeting, on written consent setting forth the action so taken, signed by all of the directors entitled to vote thereon. If all the directors entitled to vote consent to taking such action without a meeting, the affirmative vote of the number of directors necessary to authorize or take such action at a meeting is the act of the Board of Directors or committee, as appropriate.

3.13 Telephone Meetings. Directors may participate in a meeting of the Board of Directors or of a committee thereof by, or conduct a meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director so participating is deemed to be present in person at such meeting.

3.14 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the shareholders and of the Board of Directors (except, with respect to meetings of the Board of Directors, as may be otherwise determined by the Board of Directors) and shall have such powers and perform such duties as may be provided for herein and as are normally incident to the position and as may be assigned by the Board of Directors. If and at such times as the Board of Directors so determines, the Chairman of the Board may also serve as the Chief Executive Officer of the Corporation.

3.15 Vice Chairmen. Vice Chairmen shall perform such duties and exercise such powers as may be prescribed by the Board of Directors or the Chairman of the Board.

ARTICLE FOUR
OFFICERS

4.1 Designated Officers. The officers of the Corporation shall consist of such officers as are required by the Tennessee Business Corporation Act and such other officers, including officers identified in Sections 4.8 through 4.23 below, as the Board of Directors determines from time to time, along with such other officers and assistant officers as may be from time to time determined and appointed in accordance with the provisions of this Article Four. The title of any officer may include any additional descriptive designation determined to be appropriate. Any person may hold two or more offices, except that the President shall not also be the Secretary or an Assistant Secretary. The officers need not be directors, and officers need not be shareholders.

4.2 Appointment of Officers. Except as otherwise provided in this Section 4.2, the officers of the Corporation shall be appointed by the Board of Directors at the annual organizational meeting of the Board of Directors following the annual meeting of shareholders. The Board of Directors hereby delegates to the Compensation Committee of the Board of Directors: (i) the power to create corporate offices; (ii) the power to define the authority and responsibility of such offices, except to the extent such authority or responsibility would not be consistent with the law or the Charter; and (iii) the power to appoint persons to any office of the Corporation except the offices of the Chief Executive Officer; President; Chief Operating Officer; Secretary; any office the incumbent in which is designated by the Board as an Executive Officer (as defined in Section 4.5 hereof); and, upon the recommendation of the Audit Committee, the Auditor. In addition, the Board of Directors hereby delegates (a) to the Chief Human Resources Officer the authority to appoint persons to any office of the Corporation of the level of Vice President and below at any time and (b) to the Chief Executive Officer the authority to appoint persons to any office of the Corporation of the level of Executive Vice President and below at any time; provided, however, that the Board of Directors may not delegate such authority with respect to those offices to which the Compensation Committee of the Board can not appoint persons pursuant to clause (iii) above. Notwithstanding the delegation of authority pursuant to this section 4.2 of the Bylaws, the Board of Directors retains the authority to appoint all officers and such other officers and agents as it shall deem necessary, who shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

4.3 Term. The officers of the Corporation shall be appointed for a term of one (1) year and until their successors are appointed and qualified, subject to the right of removal specified in Section 4.4 of these Bylaws. The designation of a specified term does not grant to any officer any contract rights.

4.4 Vacancies, Resignations and Removal. If the office of any officer or officers becomes vacant for any reason, the vacancy may be filled by the Board of Directors or, if such officer was appointed by a committee or another officer, by such committee or such other officer. Any officer may resign at any time by delivering a written notice to the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Secretary, or that Executive Officer who is the Chief Human Resources Officer (as defined in Section 4.17) or to whom that Officer reports, or the designee of any of them, which shall be effective upon delivery unless it specifies a later date acceptable to the Corporation. Any Executive Officer (as defined in Section 4.5 below) and the Secretary shall be subject to removal at any time with or without cause only by the affirmative vote of a majority of the Board of Directors. The Auditor shall be subject to removal at any time with or without cause only by the affirmative vote of a majority of the Board of Directors, upon the recommendation of the Audit Committee. Any other officer shall be subject to removal at any time with or without cause by the affirmative vote of a majority of the Board of Directors, and in the event the officer was, or could have been, appointed by a committee or another officer, then by such other officer or by the affirmative vote of a majority of either such committee or the Board of Directors.

4.5 Executive Officers. “Executive Officers” shall be those officers of the Corporation expressly designated from time to time in a resolution or resolutions of the Board of Directors as being ‘executive officers’ for purposes of these Bylaws or for purposes of any rule or regulation of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. The fact that an officer’s title contains the word “executive” and appears in a Board resolution shall not, by itself, constitute an executive officer designation as provided in this Section.

4.6 Compensation. The Board of Directors, or a committee thereof, shall fix the compensation of Executive Officers of the Corporation. The compensation of officers who are not Executive Officers shall be fixed by the Board of Directors, by a committee thereof, or by management under such policies and procedures as shall be established by the Board of Directors or a committee thereof.

4.7 Delegation of Officer Duties. In case of the absence of any officer of the Corporation, or for any reason that the Board of Directors (or, in addition, in the case of any officer appointed by a committee or another officer, such committee or such officer or any other committee or any other officer which could appoint such officer pursuant to Section 4.2 of these Bylaws) may deem sufficient, the Board of Directors (or committee or other officer, as applicable) may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer, or to any director.

4.8 Chief Executive Officer. The Chief Executive Officer, in the absence of the Chairman of the Board, shall preside at all meetings of the shareholders and of the Board of Directors (except, with respect to meetings of the Board of Directors, as may be otherwise determined by the Board of Directors). The Chief Executive Officer shall be responsible for carrying out the orders of and the resolutions and policies adopted by the Board of Directors and shall have general management of the business of the Corporation and shall exercise general supervision over all of its affairs. In addition, the Chief Executive Officer shall have such powers and perform such duties as may be provided for herein and as are normally incident to the office and as may be prescribed by the Board of Directors. If and at such time as the Board of Directors so determines, the Chief Executive Officer may also serve as the President of the Corporation.

4.9 President. The President, in the absence of the Chairman of the Board and the Chief Executive Officer, shall preside at all meetings of the shareholders and of the Board of Directors (except, with respect to meetings of the Board of Directors, as may be otherwise determined by the Board of Directors). The President shall be the Chief Executive Officer of the Corporation unless the Board of Directors has appointed another person to such office, in which case the President shall be the Chief Operating Officer of the Corporation. The President shall have such powers and perform such duties as may be provided for herein and as are normally incident to the office and as may be prescribed by the Board of Directors or the Chief Executive Officer. In addition, unless the Board of Directors has appointed another person to the office of Chief Operating Officer, the President shall also have such

powers and perform such duties as may be provided for herein with respect to the Chief Operating Officer and as are normally incident to the office of Chief Operating Officer and as may be prescribed for the Chief Operating Officer by the Board of Directors or the Chief Executive Officer.

4.10 Chief Operating Officer. The Chief Operating Officer, if other than the President, shall have charge of the day-to-day operations of the Corporation and shall have such powers and perform such duties as may be provided for herein and as are normally incident to the office and as may be prescribed by the Board of Directors, the Chief Executive Officer, or the President.

4.11 Chief Financial Officer. The Chief Financial Officer shall be the principal financial officer of the Corporation. The Chief Financial Officer is authorized to sign any document filed with the Securities and Exchange Commission or any state securities commission on behalf of the Corporation and shall perform such duties and exercise such powers as are normally incident to the office and as may be prescribed by the Board of Directors or the Chief Executive Officer.

4.12 Chief Credit Officer. The Chief Credit Officer shall perform such duties and exercise such powers as are normally incident to the office and as may be prescribed by the Board of Directors or the Chief Executive Officer.

4.13 General Counsel. The General Counsel is authorized to sign any document filed with the Securities and Exchange Commission or any state securities commission on behalf of the Corporation and shall perform such duties and exercise such powers as are normally incident to the office and as may be prescribed by the Board of Directors or the Chief Executive Officer.

4.14 Chief Risk Officer. The officer in charge of overall risk management, whatever his or her title (“Chief Risk Officer”), shall perform such duties and exercise such powers as are normally incident to the office and as may be prescribed by the Board of Directors or the Chief Executive Officer.

4.15 Chief Human Resources Officer. The officer in charge of human resources, whatever his or her title (“Chief Human Resources Officer”), shall perform such duties and exercise such powers as are normally incident to the office and as may be prescribed by the Board of Directors or the Chief Executive Officer.

4.16 Business Segment Presidents and Business Segment Chief Operating Officers. Each officer of the Corporation who is designated as or has the functions of a president or a chief operating officer of a substantial business line, division, segment, or group (as applicable, a “Business Segment President” or “Business Segment Chief Operating Officer”) shall perform such duties and exercise such powers as are normally incident to his or her office and as may be prescribed by the Board of Directors, the Chief Executive Officer, the President, or the Chief Operating Officer. Two or more persons may share the duties and authorities of a Business Segment President or Business Segment Chief Operating Officer as determined by the Board of Directors, the Chief Executive Officer, the President, or the Chief Operating Officer. For this purpose, a business line, division, segment, or group is substantial if the officer who is designated as or has the functions of its president or chief operating officer is an Executive Officer or if it is expressly identified as a “segment” or “business segment” of the Corporation for financial accounting purposes.

4.17 Senior Executive Vice Presidents, Executive Vice Presidents, Senior Vice Presidents, and Vice Presidents. Each Senior Executive Vice President, Executive Vice President, Senior Vice President, and Vice President shall perform such duties and exercise such powers as are normally incident to his or her office and as may be prescribed by the Board of Directors, a committee thereof, the Chief Executive Officer, the President, the Chief Operating Officer or, with respect to Vice Presidents only, the Chief Human Resources Officer.

4.18 Secretary. The Secretary is authorized to sign any document filed with the Securities and Exchange Commission or any state securities commission on behalf of the Corporation. The Secretary shall attend all sessions of the Board of Directors and of the shareholders and record all votes and the minutes of all proceedings in books to be kept for that purpose. The Secretary shall give or cause to be given notice of all meetings of the shareholders and of the Board of Directors, shall authenticate records of the Corporation, and shall perform such other duties as are incident to the office or as may be prescribed by the Board of Directors or the Chief Executive

Officer. In the absence or disability of the Secretary, the Assistant Secretary or such other officer or officers as may be authorized by the Board of Directors or Credit Policy & Executive Committee thereof shall perform all the duties and exercise all of the powers of the Secretary and shall perform such other duties as the Board of Directors or the Chief Executive Officer shall prescribe. In addition, from time to time officers holding the office of Limited Assistant Secretary may be appointed with such officer’s power limited to the power to attest the signature of another officer. Such Limited Assistant Secretary will have no other power as an officer.

4.19 Treasurer. The Treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President, or the Chief Operating Officer, taking proper vouchers for such disbursements, and shall render to the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President, or the Chief Operating Officer, whenever they may require it, an account of all of his or her transactions as Treasurer and of the financial condition of the Corporation, and at a regular meeting of the Board of Directors preceding the annual shareholders’ meeting, a like report for the preceding year. The Treasurer shall keep or cause to be kept an account of stock registered and transferred in such manner and subject to such regulations as the Board of Directors may prescribe. The Treasurer shall give the Corporation a bond, if required by the Board of Directors, in such a sum and in form and with security satisfactory to the Board of Directors for the faithful performance of the duties of the office and the restoration to the Corporation, in case of his or her death, resignation or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession, belonging to the Corporation. The Treasurer shall perform such other duties as the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President, or the Chief Operating Officer may from time to time prescribe or require. In the absence or disability of the Treasurer, the Assistant Treasurer shall perform all the duties and exercise all of the powers of the Treasurer and shall perform such other duties as the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President, or the Chief Operating Officer shall prescribe.

4.20 Auditor. The Auditor shall perform such duties and exercise such powers as are normally incident to the office and as may be prescribed by the Board of Directors or the Chairman of the Audit Committee.

4.21 Chief Accounting Officer. The Chief Accounting Officer shall be the principal accounting officer of the Corporation. The Chief Accounting Officer is authorized to sign any document filed with the Securities and Exchange Commission or any state securities commission on behalf of the Corporation and shall assist the management of the Corporation in setting the financial goals and policies of the Corporation, shall provide financial and statistical information to the shareholders and to the management of the Corporation and shall perform such other duties and exercise such other powers as may be prescribed by the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President or the Chief Operating Officer.

4.22 Other Officers. Officers holding such other offices as may be created pursuant to Sections 4.1 and 4.2 of these Bylaws shall have such authority and perform such duties and exercise such powers as may be prescribed by the Board of Directors, a committee thereof, the Chief Executive Officer, the President, the Chief Operating Officer or, with respect to officers of the level of Vice President and below, the Chief Human Resources Officer.

4.23 Officer Committees. The directors, by resolution adopted by a majority of the entire Board of Directors, may designate one or more committees, consisting of two or more officers, and may delegate to such committee or committees all such authority that the Board of Directors deems desirable that is permitted by law. Members of such committees may take action without a meeting and may participate in meetings to the same extent and in the same manner that directors may take action and may participate pursuant to Sections 3.12 and 3.13 of these Bylaws.

ARTICLE FIVE
SHARES OF STOCK

5.1 Certificates. The certificates representing shares of stock of the Corporation shall be numbered, shall be entered in the books or records of the Corporation as they are issued, and shall be signed by the Chief Executive Officer and any one of the following: the President, the Treasurer, or the Secretary. Either or both of the signatures upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar other than an officer or employee of the Corporation. Each certificate shall include the following upon the face thereof:


	(a)	A statement that the Corporation is organized under the laws of the State of Tennessee;

	(b)	The name of the Corporation;

	(c)	The name of the person to whom issued;

	(d)	The number and class of shares, and the designation of the series, if any, which such certificate represents;

	(e)	The par value of each share represented by such certificate; or a statement that the shares are without par value; and

	(f)	Such other provisions as the Board of Directors may from time to time require.

5.2 Shares Not Represented by Certificates. Notwithstanding the provisions of Section 5.1 of these Bylaws, shares of any class of stock of the Corporation may be issued without certificates. The Corporation shall send to each shareholder to whom uncertificated shares have been issued or transferred at the appropriate time any written statement providing information about such shares, which is required by law.

5.3 Stock Transfers and Record Dates. Transfers of shares of stock shall be made upon the books of the Corporation by the record owner or by an attorney, lawfully constituted in writing, and upon surrender of any certificate therefor. The Board of Directors may appoint suitable agents in Memphis, Tennessee, and elsewhere to facilitate transfers by shareholders under such regulations as the Board of Directors may from time to time prescribe. The transfer books may be closed by the Board of Directors for such period, not to exceed 40 days, as may be deemed advisable for dividend or other purposes, or in lieu of closing the books, the Board of Directors may fix in advance a date as the record date for determining shareholders entitled notice of and to vote at a meeting of shareholders, or entitled to payment of any dividend or other distribution. The record date for voting or taking other action as shareholders shall not be less than 10 days nor more than 70 days prior to the meeting date or action requiring such determination of shareholders. The record date for dividends and other distributions shall not be less than 10 days prior to the payment date of the dividend or other distribution. All certificates surrendered to the Corporation for transfer shall be canceled, and no new certificate shall be issued until the former certificate for like number of shares shall have been surrendered and canceled, except that in case of a lost or destroyed certificate a new one may be issued on the terms prescribed by Section 5.5 of these Bylaws.

5.4 Record Owners. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof; and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as required by applicable law.

5.5 Lost, Destroyed, Stolen or Mutilated Certificates. The agent for transfer of the Corporation’s stock may issue new share certificates in place of certificates represented to have been lost, destroyed, stolen or mutilated upon receiving an indemnity satisfactory to the agent and the Secretary or Treasurer of the Corporation, without further action of the Board of Directors.

ARTICLE SIX
INDEMNIFICATION

6.1 Indemnification of Officers When Wholly Successful. If any current or former officer of the Corporation [including for purposes of this Article an individual who, while an officer, is or was serving another corporation or other enterprise (including an employee benefit plan and a political action committee, which serves the interests of the employees of the Corporation or any of its subsidiaries) in any capacity at the request of the Corporation and unless the context requires otherwise the estate or personal representative of such officer] is wholly successful, on the merits or otherwise, in the defense of any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal (“Proceeding”), to which the officer was a party because he or she is or was an officer of the Corporation, the officer shall be indemnified by the Corporation against all reasonable expenses, including attorney fees, incurred in connection with such Proceeding, or any appeal therein. As used in this Article, “Proceeding” shall include, but is not limited to, any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal, arising out of or alleging any acts, errors, or omissions by the officer in the rendering or failure to render professional services, including legal and accounting services, for or at the request of the Corporation or any of its subsidiaries; provided such professional services are within the reasonably anticipated scope of the officer’s duties. Additionally, as used in this Article, “Proceeding” shall include, but is not limited to, any threatened, pending or contemplated action, suit or proceeding arising out of or alleging negligence on the part of the Officer.

6.2 Indemnification of Officers When Not Wholly Successful. If any current or former officer of the Corporation has not been wholly successful on the merits or otherwise, in the defense of a Proceeding, to which the officer was or was threatened to be made a party because he or she was or is an officer, the officer shall be indemnified by the Corporation against any judgment, settlement, penalty, fine (including any excise tax assessed with respect to an employee benefit plan), or other liability and any reasonable expenses, including attorney fees, incurred as a result of such Proceeding, or any appeal therein, if authorized in the specific case after a determination has been made that indemnification is permissible because the following standard of conduct has been met:


	(a)	The officer conducted himself or herself in good faith, and

	(b)	The officer reasonably believed: (i) in the case of conduct in the officer’s official capacity as an officer of the Corporation that the officer’s conduct was in the Corporation’s best interest; and (ii) in all other cases that the officer’s conduct was at least not opposed to its best interests; and

	(c)	In the case of any criminal proceeding, the officer had no reasonable cause to believe his or her conduct was unlawful;

provided, however, the Corporation may not indemnify an officer in connection with a Proceeding by or in the right of the Corporation in which the officer was adjudged liable to the Corporation or in connection with any other proceeding charging improper benefit to the officer, whether or not involving action in his or her official capacity, in which the officer was adjudged liable on the basis that personal benefit was improperly received by the officer.

6.3 Procedures for Indemnification Determinations. The determination required by Section 6.2 herein shall be made as follows:


	(a)	By the Board of Directors by a majority vote of a quorum consisting of directors not at the time parties to the Proceeding;

	(b)	If a quorum cannot be obtained, by majority vote of a committee duly designated by the Board of Directors (in which designation directors who are parties may participate) consisting solely of two or more directors not at the time parties to the Proceeding;

	(c)	By independent special legal counsel: (i) selected by the Board of Directors or its committee in the manner prescribed in subsection (a) or (b); or (ii) if a quorum of the Board of Directors cannot be obtained under subsection (a) and a committee cannot be designated under subsection (b), selected


		by majority vote of the full Board of Directors (in which selection directors who are parties may participate); or, if a determination pursuant to subsections (a), (b), or (c) of this Section 6.3 cannot be obtained, then

	(d)	By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the Proceeding may not be voted on the determination.

6.4 Serving at the Request of the Corporation. An officer of the Corporation shall be deemed to be serving another corporation or other enterprise or employee benefit plan or political action committee at the request of the Corporation only if such request is reflected in the records of the Board of Directors or a committee appointed by the Board of Directors for the purpose of making such requests. Approval by the Board of Directors, or a committee thereof, may occur before or after commencement of such service by the officer.

6.5 Advancement of Expenses. The Corporation shall pay for or reimburse reasonable expenses, including attorney fees, incurred by an officer who is a party to a Proceeding in advance of the final disposition of the Proceeding if:


	(a)	The officer furnishes to the Corporation a written affirmation of the officer’s good faith belief that the officer has met the standard of conduct described in Section 6.2 herein;

	(b)	The officer furnishes to the Corporation a written undertaking, executed personally or on behalf of the officer, to repay the advance if it is ultimately determined that the officer is not entitled to indemnification; and

	(c)	A determination is made that the facts then known to those making the determination would not preclude indemnification under this bylaw.

6.6 Undertaking Required for Expenses. The undertaking required by Section 6.5 herein must be an unlimited general obligation of the officer but need not be secured and may be accepted without reference to financial ability to make repayment.

6.7 Procedures for Expense Determinations. Determinations and authorizations of payments under Section 6.5 herein shall be made in the same manner as is specified in Section 6.3 herein.

6.8 Indemnification of Employees and Former Directors. Every employee and every former director of the Corporation shall be indemnified by the Corporation to the same extent as officers of the Corporation.

6.9 Nonexclusivity of Right of Indemnification. The right of indemnification set forth above shall not be deemed exclusive of any other rights, including, but not limited to, rights created pursuant to Section 6.11 of these Bylaws, to which an officer, employee, or former director seeking indemnification may be entitled. No combination of rights shall permit any officer, employee or former director of the Corporation to receive a double or greater recovery.

6.10 Mandatory Indemnification of Directors and Designated Officers. The Corporation shall indemnify each of its directors and such of the non-director officers of the Corporation or any of its subsidiaries as the Board of Directors may designate, and shall advance expenses, including attorney’s fees, to each director and such designated officers, to the maximum extent permitted (or not prohibited) by law, and in accordance with the foregoing, the Board of Directors is expressly authorized to enter into individual indemnity agreements on behalf of the Corporation with each director and such designated officers which provide for such indemnification and expense advancement and to adopt resolutions which provide for such indemnification and expense advancement.

6.11 Insurance. Notwithstanding anything in this Article Six to the contrary, the Corporation shall have the additional power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who, while a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, political

action committee, or other enterprise, against liability asserted against or incurred by the person in that capacity or arising from the person’s status as a director, officer, employee, or agent, whether or not the Corporation would have the power to indemnify the person against the same liability.

ARTICLE SEVEN
RETIREMENT

7.1 Non-Employee Directors. Directors who are not also officers of the Corporation or its affiliates shall be retired from the Board of Directors as follows:


	(a)	Any director who shall attain the age of seventy (70) on or before the last day of the term for which he or she was elected shall not be nominated for re-election and shall be retired from the Board of Directors at the expiration of such term; provided, however, that any director first elected to the Board after the director has attained the age of sixty-five (65) may serve until the end of the term for which he or she was elected and during which he or she attains the age of seventy-two (72).

	(b)	For the purpose of maintaining a board of active business and professional persons, directors leaving the principal position (other than by a promotion) held at their last election (by retirement or otherwise) will be expected to tender their resignation for consideration by the Board of Directors within three months following the Board’s next regularly scheduled meeting. A resignation will be accepted unless the Board in its judgment determines that (i) the director has assumed another position in which he or she is actively engaged in directing, managing or providing professional services through or to a public, private, non-profit or educational organization or is maintaining sufficient involvement in other activities that would be important to ensure effective service as a Board member, including consideration of the sufficiency of financial, technological, operational, civic, corporate governance-related, governmental or educational activities and/or service as a director of one or more other public companies, (ii) the director is so engaged in a specific project for the Board as to make his or her resignation detrimental to the Corporation, or (iii) it is beneficial to the Board and in the best interests of the Corporation for the director to continue for such period of time as the Board deems appropriate, or to continue subject to the satisfaction of one or more conditions established by the Board.

Except for the incumbent Chairman of the Board on April 20, 2009, who shall be treated as a non-employee director for purposes of these Bylaws, and except as may be otherwise determined by the Board of Directors, directors who are also officers of the Corporation or any of its affiliates will be retired from the Board of Directors on the date of the annual meeting coincident with or next following the date of the director’s retirement from or other discontinuation of active service with the Corporation and its affiliates.

7.2 Officers and Employees. Except as provided in the following sentence, the Corporation has no compulsory retirement age for its officers or employees. Each officer or employee who has attained 65 years of age and who, for the two-year period immediately before attaining such age, has been employed in a “bona fide executive” or a “high policy-making” position as those terms are used and defined in the Age Discrimination in Employment Act, Section 12(c), and the regulations relating to that section prescribed by the Equal Employment Opportunity Commission, all as amended from time to time (collectively, the “ADEA”), shall automatically be terminated by way of compulsory retirement and his or her salary discontinued on the first day of the month coincident with or immediately following the 65th birthday, provided such employee is entitled to an immediate nonforfeitable annual retirement benefit, as specified in the ADEA, in the aggregate amount of at least $44,000. Notwithstanding the prior sentence, the Board of Directors, in its discretion, may continue any such officer or employee in service and designate the capacity in which he or she shall serve, and shall fix the remuneration he or she shall receive. The Board of Directors may also re-employ any former officer who had theretofore been retired.

ARTICLE EIGHT
EXECUTION OF DOCUMENTS

8.1 Definition of “Document.” For purposes of this Article Eight of the Bylaws, the term “document” shall mean a document of any type, including, but not limited to, an agreement, contract, instrument, power of attorney, endorsement, assignment, transfer, stock or bond power, deed, mortgage, deed of trust, lease, indenture, conveyance, proxy, waiver, consent, certificate, declaration, receipt, discharge, release, satisfaction, settlement, schedule, account, affidavit, security, bill, acceptance, bond, undertaking, check, note or other evidence of indebtedness, draft, guaranty, letter of credit, and order.

8.2 Execution of Documents. Except as expressly provided in Section 4.18 of these Bylaws (with respect to the Limited Assistant Secretary) and Section 5.1 of these Bylaws (with respect to signatures on certificates representing shares of stock of the Corporation), the Chief Executive Officer, the President, the Chief Operating Officer, any Business Segment President, any Business Segment Chief Operating Officer, any Senior Executive Vice President, any Executive Vice President, any Senior Vice President, any Vice President, the Chief Financial Officer, the Chief Credit Officer, the General Counsel, the Chief Risk Officer, the Chief Human Resources Officer, the Chief Accounting Officer, the Treasurer, the Secretary, and any other officer, or any of them acting individually, may (i) execute and deliver in the name and on behalf of the Corporation or in the name and on behalf of any division or department of the Corporation any document pertaining to the business, affairs, or property of the Corporation or any division or department of the Corporation, and (ii) delegate to any other officer, employee or agent of the Corporation the power to execute and deliver any such document.

8.3 Method of Execution by Secretary and Other Officers. Unless otherwise required by law, the signature of the Secretary on any document may be a facsimile, and the signature of any other officer approved by the Chief Executive Officer or Secretary, before or after the fact, to use a facsimile signature on any document may be a facsimile. The Secretary shall maintain a list of all officers approved to use a facsimile signature.

ARTICLE NINE
EMERGENCY BYLAWS

9.1 Definition of “Emergency.” The provisions of this Article Nine shall be effective only during an “emergency.” An “emergency” shall be deemed to exist whenever any two of the officers identified in Section 9.2 of these Bylaws in good faith determine that a quorum of the directors cannot readily be assembled because of a catastrophic event.

9.2 Notice of Meeting. A meeting of the Board of Directors may be called by any one director or by any one of the following officers: Chief Executive Officer, President, the Chief Operating Officer, any Business Segment President, any Business Segment Chief Operating Officer, any Senior Executive Vice President, any Executive Vice President, Chief Credit Officer, Chief Financial Officer, Chief Accounting Officer, General Counsel, Chief Risk Officer, Chief Human Resources Officer, Secretary, or any Executive Officer. Notice of such meeting need be given only to those directors whom it is practical to reach by any means the person calling the meeting deems feasible, including, but not limited to, by publication and radio. Such notice shall be given at least two hours prior to commencement of the meeting.

9.3 Quorum and Substitute Directors. . If a quorum has not been obtained, then one or more officers of the Corporation or the Bank present at the emergency meeting of the Board of Directors, as are necessary to achieve a quorum, shall be considered to be substitute directors for purposes of the meeting, and shall serve in order of rank, and within the same rank in order of seniority determined by hire date by the Corporation, the Bank or any of their subsidiaries. In the event that less than a quorum of the directors (including any officers who serve as substitute directors for the meeting) are present, those directors present (including such officers serving as substitute directors) shall constitute a quorum.

9.4 Action at Meeting. The Board as constituted pursuant to Section 9.3 and after notice has been provided pursuant to Section 9.2 may take any of the following actions: (i) prescribe emergency powers of the Corporation, (ii) delegate to any officer or director any of the powers of the Board of Directors, (iii) designate lines of succession of officers and agents in the event that any of them are unable to discharge their duties, (iv) relocate

the principal office or designate alternative or multiple principal offices, and (v) take any other action that is convenient, helpful, or necessary to carry on the business of the Corporation.

9.5 Effectiveness of Non-emergency Bylaws. All provisions of these Bylaws not contained in this Article Nine, which are consistent with the emergency bylaws contained in Article Nine, shall remain effective during the emergency.

9.6 Termination of Emergency. Any emergency causing this Article Nine to become operative shall be deemed to be terminated whenever either of the following conditions is met: (i) the directors and any substitute directors determine by a majority vote at a meeting that the emergency is over or (ii) a majority of the directors elected pursuant to the provisions of these Bylaws other than this Article Nine hold a meeting and determine that the emergency is over.

9.7 Action Taken in Good Faith. Any corporate action taken in good faith in accordance with the provisions of this Article Nine binds the Corporation and may not be used to impose liability on any director, substitute director, officer, employee or agent of the Corporation.

ARTICLE TEN
MISCELLANEOUS PROVISIONS

10.1 Fiscal Year. The Board of Directors of the Corporation shall have authority from time to time to determine whether the Corporation shall operate upon a calendar year basis or upon a fiscal year basis, and if the latter, said Board of Directors shall have power to determine when the said fiscal year shall begin and end.

10.2 Dividends. Dividends on the capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting pursuant to law. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends or for repairing or maintaining any property of the Corporation, or for such other purposes as the directors shall think conducive to the interest of the Corporation.

10.3 Seal. This Corporation shall have a Corporate Seal which shall consist of an imprint of the name of the Corporation, the state of its incorporation, the year of incorporation and the words “Corporate Seal.” The Corporate Seal shall not be required to establish the validity or authenticity of any document executed in the name and on behalf of the Corporation.

10.4 Notices. Whenever notice is required to be given to any director, officer or shareholder under any of the provisions of the law, the Charter, or these Bylaws (except for notice required by Sections 2.8 and 3.6 of these Bylaws), it shall not be construed to require personal notice, but such notice may be given in writing by depositing the same in the United States mail, postage prepaid, or by telegram, teletype, facsimile transmission or other form of wire, wireless, or other electronic communication or by private carrier addressed to such shareholder at such address as appears on the Corporation’s current record of shareholders, and addressed to such director or officer at such address as appears on the records of the Corporation. If mailed as provided above, notice to a shareholder shall be deemed to be effective at the time when it is deposited in the mail.

10.5 Bylaw Amendments. The Board of Directors shall have power to make, amend and repeal the Bylaws or any Bylaw of the Corporation by vote of not less than a majority of the directors then in office, at any regular or special meeting of the Board of Directors. The shareholders may make, amend and repeal the Bylaws or any Bylaw of this Corporation at any annual meeting or at a special meeting called for that purpose only by the affirmative vote of the holders of at least eighty percent (80%) of the voting power of all outstanding voting stock, and all Bylaws made by the directors may be amended or repealed by the shareholders only by the vote of the holders of at least eighty percent (80%) of the voting power of all outstanding voting stock. Without further authorization, at any time the Bylaws are amended, the Secretary is authorized to restate the Bylaws to reflect such amendment, and the Bylaws, as so restated, shall be the Bylaws of the Corporation.

10.6 Authority to Vote Shares. The Chief Executive Officer, the President, the Chief Operating Officer, any Business Segment President or Business Segment Chief Operating Officer who is an Executive Officer, or the designee or designees of them or any of them, are authorized, jointly or severally, to vote all shares (or other indicia of ownership) beneficially owned by the Corporation for any purposes and to take any action on behalf of the Corporation that is required to be taken by the Corporation as a shareholder or other beneficial owner of any entity whose shares (or other indicia of ownership) are beneficially owned by the Corporation, which they, or any of them, deem appropriate at meetings, annual or special, or without a meeting.

Exhibit 10.1

First Horizon National Corporation
Savings Restoration Plan

Effective January 1, 2013

Contents

Article 1. The Plan

1.1 Purpose of Plan

1.2 Applicability of Plan

Article 2. Definitions

2.1 Account

2.2 Affiliate

2.3 Beneficiary

2.4 Board

2.5 Change in Control

2.6 Code

2.7 Committee

2.8 Company

2.9 Compensation

2.10 Employee

2.11 Employer

2.12 ERISA

2.13 Investment Funds

2.14 Participant

2.15 Plan

2.16 Plan Year

2.17 Savings Plan

2.18 Separation from Service

2.19 Valuation Date

Article 3. Participation

3.1 Eligibility

3.2 Duration

Article 4. Benefits

4.1 Separation Benefits

4.2 Death Benefits

4.3 Change in Control

4.4 Permissible Delays or Accelerations

4.5 Payment to Minors or Persons Under Legal Disability

4.6 Inability to Locate Participant or Beneficiary

Article 5. Financing

5.1 Financing

5.2 Unsecured Interest

Article 6. Administration

6.1 Administration

6.2 Appeals from Denial of Claims

6.3 Tax Withholding

6.4 Expenses

Article 7. Adoption of the Plan by Affiliate; Amendment and Termination of the Plan

7.1 Adoption of the Plan by Affiliate

7.2 Amendment and Termination

7.3 Successors

Article 8. Miscellaneous Provisions

8.1 No Contract of Employment

8.2 Nonalienation of Benefits

8.3 Severability

8.4 Applicable Law

Article 1. The Plan

1.1 Purpose of Plan

The Plan is intended to provide a form of deferred compensation, based on compensation that is not limited pursuant to Code section 401(a)(17).

The Plan is intended to be a plan maintained for the purposes of providing deferred compensation to a “select group of management or highly compensated employees” within the meaning of section 201(2) of ERISA. The Plan is also intended to be exempt from the participation, vesting, funding, and fiduciary requirements of Title I of ERISA.

1.2 Applicability of Plan

This Plan applies only to eligible Employees who are in the active employ of the Company or a participating Affiliate on or after January 1, 2013.

Article 2. Definitions

Whenever used in the Plan, the following terms shall have the meanings set forth below unless otherwise expressly provided. When the defined meaning is intended, the term is capitalized. The definition of any term in the singular shall also include the plural, whichever is appropriate in the context.

2.1 Account

“Account” means the record maintained with respect to the amounts credited to, and other adjustments made to each Participant’s bookkeeping Account, as more fully provided in the Plan.

2.2 Affiliate

“Affiliate” means:


(a)	any corporation while it is a member of the same “controlled group” of corporations (within the meaning of Code section 414(b)) as the Company;

(b)	any other trade or business (whether or not incorporated) while it is under “common control” (within the meaning of Code section 414(c)) with the Company;

(c)	any organization during any period in which it (along with the Company) is a member of an “affiliated service group” (within the meaning of Code section 414(m)); or

(d)	any other entity during any period in which it is required to be aggregated with the Company under Code section 414(o).

2.3 Beneficiary

“Beneficiary” means any person (natural or otherwise) designated by a Participant in writing to receive any death benefits payable under the Plan, or in the absence of any such designation, the person or entity determined to be the Participant’s Beneficiary under the Savings Plan.

2.4 Board

“Board” means the Company’s Board of Directors.

2.5 Change in Control

“Change in Control” means the occurrence of any one of the following events:


(a)	the occurrence of an acquisition (“Acquisition”) by any individual, entity, or group (“Person”) within the meaning of section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial ownership (within the meaning of Rule 13d−3 promulgated under the Exchange Act) of a percentage of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (“Company Voting Securities”) that is 30 percent or more of the Company Voting Securities, but excluding:

	(1)	any acquisition directly from the Company (other than an acquisition by virtue of the exercise of a conversion privilege of a security that was not acquired directly from the Company),

	(2)	any acquisition by the Company or an Affiliate, and

	(3)	any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate;

(b)	during any 12-month period, a majority of the directors who at the beginning of such period constitute the Board are replaced by directors whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election;

(c)	the consummation of a merger, consolidation, reorganization, or similar corporate transaction, whether or not the Company is the surviving company in such transaction, other than a merger, consolidation, or reorganization that would result in the Persons who are beneficial owners of the Company Voting Securities outstanding immediately prior thereto continuing to beneficially own, directly or indirectly, in substantially the same proportions, at least 50 percent of the combined voting power of the Company Voting Securities (or the voting securities of the surviving entity) outstanding immediately after such merger, consolidation or reorganization; or


(d)	the sale or other disposition of the assets of the Company during any period of 12 consecutive months having a total gross fair market value equal to or more than 40 percent of the total gross fair market value of the assets of the Company and its Affiliates immediately before such sale or disposition.

The foregoing definition of “Change in Control” is intended to comply with the requirements of Code section 409A and Treasury Regulation section 1.409A-3(i)(5), and shall be interpreted and applied by the Committee in a manner consistent with this intent.

2.6 Code

“Code” means the Internal Revenue Code of 1986, as amended, or as it may be amended from time to time. A reference to a particular section of the Code shall also be deemed to refer to regulations and other regulatory guidance issued under that Code section.

2.7 Committee

“Committee” means the Administration Committee appointed by the Board to administer the Plan.

2.8 Company

“Company” means First Horizon National Corporation and any successor thereto.

2.9 Compensation

“Compensation” means that part of the Participant’s regular wages, salaries, fees for professional service and other regular amounts received for personal services actually rendered in the course of employment with the Employer (including, but not limited to, commissions paid salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, and tips), except Compensation does not include bonuses, reimbursements or other expense allowances, fringe benefits (cash and noncash), moving expenses and welfare benefits. Compensation also includes Elective Contributions made by an Employer on the Participant’s behalf under the Savings Plan. “Elective Contributions” for this purpose are amounts excludible from the Participant’s gross income under Code sections 125, 402(a)(8), 402(h), 403(b) or 132(f)(4), and contributed by the Employer at the Participant’s election, to a Code section 401(k) arrangement, a simplified employee pension, cafeteria plan, tax sheltered annuity or qualifying transportation fringe benefit plan.

Compensation shall be determined prior to reduction for any contribution by the Participant to this Plan or the Savings Plan.

For those Participants who are paid on a commission basis or production basis but not employed by the FTN Financial Division of First Tennessee Bank National Association, by FTN Financial Securities Corporation, by FTN Midwest Securities Corporation or by First Tennessee Capital Assets Corporation, Compensation shall consist of that portion of their Compensation that consists of such commissions or production pay.

The term “Compensation” does not include:


(i)	Employer contributions (other than Elective Contributions to the Savings Plan or deferrals elected by the Participant to this Plan or any other nonqualified deferred compensation plan) to a plan of deferred compensation to the extent the contributions are not included in the gross income of the Employee for the taxable year in which contributed, on behalf of an Employee to a Simplified Employee Pension Plan to the extent such contributions are excludible from the Employee’s gross income, and any distributions from a plan of deferred compensation, regardless of whether such amounts are includible in the gross income of the Employee when distributed.

(ii)	Amounts realized from the exercise of a non qualified stock option, or when restricted stock (or property) held by an Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture.

(iii)	Amounts realized from the sale, exchange or other disposition of stock acquired under a stock option described in Part II, Subchapter D, Chapter 1 of the Code.

(iv)	Other amounts which receive special tax benefits, such as premiums for group term life insurance (but only to the extent that the premiums are not includible in the gross income of the Participant), or contributions made by an Employer (whether or not under a salary reduction agreement) towards the purchase of an annuity contract described in Code section 403(b) (whether or not the contributions are excludible from the gross income of the Participant, other than “elective contributions.”

(v)	Any amount taken into account as Eligible Earnings for purposes of calculating matching contributions under the Savings Plan.

For a Participant’s initial year of participation, Compensation shall be recognized as of the Participant’s effective date of participation in the Plan.

An individual receiving a differential wage payment, as defined by Code §3401(h)(2), is treated as an Employee of the Employer making the payment, (ii) the differential wage payment is treated as Compensation, and (iii) the Plan is not treated as failing to meet the requirements of any provision described in Code §414(u)(1)(C) by reason of any contribution or benefit which is based on the differential wage payment. The foregoing (iii) applies only if all employees of the Employer performing service in the uniformed services described in Code §3401(h)(2)(A) are entitled to receive differential wage payments (as defined in Code §3401(h)(2)) on reasonably equivalent terms and, if eligible to participate in a retirement plan maintained by the employer, to make contributions based on the payments on reasonably equivalent terms (taking into account Code §§410(b)(3), (4), and (5)).

2.10 Employee

“Employee” means any person who is employed by an Employer.

2.11 Employer

“Employer” means the Company and each Affiliate that has adopted this Plan for the benefit of its eligible Employees.

2.12 ERISA

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or as it may be amended from time to time. A reference to a particular section of ERISA shall also be deemed to refer to regulations and other regulatory guidance issued under that section.

2.13 Investment Funds

“Investment Funds” means the hypothetical investment options made available to Participants. The Investment Funds shall be determined and specified by the Committee from time to time, and shall serve as the indices for adjustments to Participant Accounts as an investment experience equivalent. Each Investment Fund is for reference only, as a deemed investment index, and shall not bind the Employer to make or fund any actual investments. If, however, the Employer chooses to invest funds to provide for its liabilities under the Plan, the Employer shall retain complete discretion over the investment of the assets and shall be under no obligation to make any investment to reflect any Participant’s Investment Fund selections.

2.14 Participant

“Participant” means an Employee who has met, and continues to meet, the eligibility requirements of section 3.1.

2.15 Plan

“Plan” means this First Horizon National Corporation Savings Restoration Plan, as amended from time to time.

2.16 Plan Year

“Plan Year” means the calendar year.

2.17 Savings Plan

“Savings Plan” means the First Horizon National Corporation Savings Plan, as amended from time to time.

2.18 SEC Officer

“SEC Officer” means an Employee who is an officer of the Company within the meaning of Section 16a-1f of the Securities Exchange Act of 1934.

2.19 Separation from Service

“Separation from Service” means, subject to subsections (a) and (b), an Employee’s termination from employment with the Company and all Affiliates, whether by retirement or resignation from or discharge by the Company or an Affiliate.


(a)	A Separation from Service shall be deemed to have occurred if an Employee and the Company or any Affiliate reasonably anticipate, based on the facts and circumstances, that either:

	(1)	the Employee will not provide any additional services for the Company or an Affiliate after a certain date; or

	(2)	the level of bona fide services performed by the Employee after a certain date will permanently decrease to no more than 20 percent of the average level of bona fide services performed by the Employee over the immediately preceding 36 months.

(b)	If an Employee is absent from employment due to military leave, sick leave, or any other bona fide leave of absence authorized by the Company or an Affiliate and there is a reasonable expectation that the Employee will return to perform services for the Company or an Affiliate, a Separation from Service shall not occur until the later of:

	(1)	the first date immediately following the date that is six months after the first date that an Employee was absent from employment; and

	(2)	to the extent the Employee retains a right to reemployment with the Company or any Affiliates under applicable law or by contract, the date the Employee no longer retains a right to reemployment.

If a Participant fails to return to work upon the expiration of any military leave, sick leave, or other bona fide leave of absence where such leave is for less than six months, the Separation from Service shall occur as of the date of the expiration of such leave.

2.20 Valuation Date

“Valuation Date” means the last day of each Plan Year and such other date(s) as the Committee shall determine in its sole discretion for the book valuation of Participant Accounts.

2.21 Year of Service

“Year of Service” means a Year of Service for vesting purposes, as determined under the provisions of the Savings Plan.

Article 3. Participation

3.1 Eligibility

Any Employee shall become a Participant on the date as of which the Employee is designated by the Chief Executive Officer of the Company, or in the case of an SEC Officer is designated by the Compensation Committee of the Board, as a Participant. An Employee may be designated as a Participant for any particular future calendar year if the Employee’s annual Compensation for such future calendar year is expected to exceed the compensation limitation which will be in effect for such year for purposes of Section 401(a)(17) of the Code. Participation in the Plan shall be limited to Employees who are members of a “select group of management or highly compensated employees” within the meaning of ERISA section 201(2).

3.2 Duration

An Employee who becomes a Participant under section 3.1 shall remain an active Participant until the earlier of:


(a)	his or her Separation from Service; or

(b)	the effective date for a declaration by the Chief Executive Officer of the Company in the case of a Participant who is not an SEC Officer, or by the Compensation Committee of the Board in the case of an SEC Officer, that the Employee is no longer eligible to participate in the Plan.

An individual whose active participation is terminated under this section shall continue to be an inactive Participant until all benefits to which he or she is entitled under this Plan have been paid.

Article 4. Benefits

4.1 Separation Benefits


(a)	Eligibility. A Participant who incurs a Separation from Service shall be eligible for a lump sum payment of the Participant’s vested Account balance, payable at the time specified in subsection (c).

(b)	Participant Bookkeeping Accounts.

	(1)	In advance of each Plan Year and not later than such date that the Committee may specify, each Participant may irrevocably elect in writing, whether on paper or in electronic or other form and during such election period as may be acceptable to the Committee, to defer into a bookkeeping Account any whole percentage of the Compensation which would otherwise be paid to the Participant in the following Plan Year. A Participant’s election to defer the receipt of Compensation shall be deemed a continuing election for all succeeding Plan Years and shall remain in effect for each succeeding Plan Year unless, prior to a later Plan Year, in such form and during such period as the Committee may specify, the Participant revokes or amends the existing election and, in such event, the Participant’s


		new election shall thereafter remain in effect for each succeeding Plan Year until again revised or revoked in accordance with the foregoing with respect to future Plan Years. A Participant’s bookkeeping account which reflects the Participant’s elective deferral of Compensation which would otherwise have been currently payable to the Participant is fully vested at all times.

	(2)	For each Plan Year, the Company will allocate to the Participant’s bookkeeping Account a Matching Contribution equal to one hundred percent (100%) of the Participant’s deferred Compensation for the Plan Year under this Plan, disregarding for this purpose any amount deferred by the Participant in excess of six percent (6%) of the Participant’s Compensation for the Plan Year. Any Matching Contribution may be determined, made and allocated as of any day in the Plan Year; provided, however, that if the Matching Contribution is made on other than an annual basis, any pre-funded Matching Contributions for a Plan Year shall be subject to a Plan Year-end true up adjustment to provide the amount of Matching Contributions which would be made on a full Plan Year contribution basis. A Participant’s Matching Contribution Account will only be payable to the Participant if the Participant’s Matching Contribution Account has become vested. A Participant’s Matching Contribution Account shall become vested as of and after the date when the Participant (i) is credited with three (3) Years of Service, (ii) attains age sixty five (65) while an Employee, (iii) dies while an Employee, or (iv) suffers a condition while an Employee which qualifies the Participant for disability benefits under the Social Security Act. If a Participant terminates employment with the Company for any reason prior to becoming vested in accordance with this paragraph, then notwithstanding any other provision of the Plan the Participant’s Matching Contribution Account shall be forfeited and shall not be payable to the Participant, any Beneficiary, or any other party.

	(3)	All amounts deferred by a Participant under paragraph (1) of this Section and all Matching Contributions credited under paragraph (2) of this Section will be credited to the Participant’s bookkeeping Account, within an administratively practicable time after the date as of which such deferral or contribution is made, as determined by the Committee in its discretion. All amounts credited to a Participant’s Account shall thereafter be subject to adjustment for an investment experience equivalent amount as of each Valuation Date. In advance of a Participant’s first deferrals to the Plan and periodically thereafter at such times and under such procedures as the Committee may establish from time to time, each Participant shall designate the portion of the Participant’s Account which shall be deemed for bookkeeping purposes as being thereafter invested in one or more Investment Fund(s). The Participant’s deemed investment election shall be considered to remain in effect until the effective date of a modified election, again among such Investment Funds, at such times, and under such procedures as the Committee may determine. To the extent a Participant neglects or refuses to provide a valid or clear election for the deemed investment of the Participant’s entire Account, the Committee may, in its discretion, hold as if uninvested the portion of the Account for which a valid and clear election is lacking, or may instead invest such portion in such conservative Investment Fund as it determines in its discretion.


	(c)	Account Payment Date. Payment of a Participant’s Account shall be made as of the first day of the month coinciding with or next following the six-month anniversary of the Participant’s Separation from Service, or as soon as is administratively practical after that date, but in no event later than the last day permitted under Code section 409A for treating a delayed payment as having been made on such payment date.

	(d)	Form of Payment. Each Participant’s Account shall be paid as a cash, lump sum payment.

4.2 Death Benefits

The Beneficiary of a Participant shall be eligible to receive a death benefit if the Participant dies prior to the date as of which the Participant’s Account is paid to the Participant. The amount of any such death benefit shall be equal to the unpaid Account balance as of the Valuation Date coinciding with or next preceding the date of payment to the Beneficiary. The death benefit shall be paid to the Beneficiary in a single lump sum payment on the first business day of the second calendar month which begins after the date of the Participant’s death (“Death Benefit Payment Date”), or as soon as is administratively practicable after that date, but in no event later than the last day permitted under Code section 409A for treating a delayed payment as having been made on such payment date.

4.3 Change in Control

Notwithstanding anything contained in this Plan to the contrary, the provisions of this section shall govern and supersede any inconsistent terms or provisions of this Plan in the event of a Change in Control of the Company.


(a)	Notwithstanding anything herein to the contrary, the benefits payable under the Plan (both benefits that have accrued and vested at the time of a Change in Control and those that accrue and vest thereafter) may not be reduced or terminated after a Change in Control for any individual who was a participant in the Plan at the time of the Change in Control.

(b)	In the event that the Plan is continued and not terminated following a Change in Control, additional amounts may be allocated to a Participant’s Account after a distribution made pursuant to this section as a result of continued employment with the Employer and continued participation in this Plan. Any such Account balance shall be paid to the Participant pursuant to section 4.1.

4.4 Permissible Delays or Accelerations

Payment of a Participant’s Account shall not be delayed or accelerated, except as provided in this section. If the Company or the Committee determines that a delay or an acceleration of a Participant’s retirement benefit complies with the requirements under Code section 409A (including a delay to comply with Code section 162(m) or an acceleration to pay employment taxes), the Company or the Committee may either delay or accelerate the payment of a Participant’s retirement benefit in accordance with the terms of Code section 409A as it deems advisable in its sole discretion. If any payment is delayed in accordance with this provision, the Participant shall be entitled to

receive such delayed payments, as adjusted for interim deemed investment experience to a reasonably practicable date on or prior to the date of distribution.

4.5 Payment to Minors or Persons Under Legal Disability

If any benefit becomes payable to a minor or a person under a legal disability, payment of such benefit may be made to the conservator or guardian of the intended recipient appointed by a court of competent jurisdiction or any other individual or institution maintaining or having custody of the intended recipient. A release by any such conservator, guardian, individual or institution shall constitute a legal discharge of any obligation of the Plan, Company, Employer, Committee or other party to the intended recipient. Any Plan benefit is earned contingent upon acceptance by the Participant or Beneficiary of this provision.

4.6 Inability to Locate Participant or Beneficiary

If a Participant or Beneficiary cannot be located by the Committee using the Participant’s or Beneficiary’s last known address on file with the Company, within one (1) year of the Participant’s Separation from Service or death, all benefits under the Plan are forfeited. It is the sole responsibility of each Participant and Beneficiary to maintain a current address on file with the Company.

Article 5. Financing

5.1 Financing

The benefits under this Plan shall be paid out of the general assets of the Employer, except to the extent they are paid from the assets of a grantor trust established by an Employer to pay these benefits. Nothing shall require the Company or any Employer to set aside assets nor to hold any assets in trust for the benefit of any Participant or Beneficiary. Any funds which the Company or Employer elects to put into a trust or account or otherwise to set aside for the payment of expected Plan benefits shall be subject to the claims of the general creditors of the Employer. Each Participant and Beneficiary has the status of a general unsecured creditor of the Employer with respect to Plan benefits.

5.2 Unsecured Interest

No Participant shall have any interest whatsoever in any specific asset of the Company or any Affiliate. To the extent that any person acquires a right to receive payment under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Employer.

Article 6. Administration

6.1 Administration

The Plan shall be administered by the Committee.

The Committee shall have all powers necessary or appropriate to carry out the provisions of the Plan. It may, from time to time, establish rules for the administration of the Plan

and the transaction of the Plan’s business. In its sole discretion, the Committee may delegate any or all of its responsibilities relative to administration of the Plan to such officers of the Company as it designates.

The Committee shall have the exclusive right to make any finding of fact necessary or appropriate for any purpose under the Plan including, but not limited to, the determination of eligibility for and amount of any benefit.

The Committee shall have the exclusive right to interpret the terms and provisions of the Plan and to determine any and all questions arising under the Plan or in connection with its administration, including, without limitation, the right to remedy or resolve possible ambiguities, inconsistencies, or omissions by general rule or particular decision, all in its sole and absolute discretion.

To the extent permitted by law, all findings of fact, determinations, interpretations, and decisions of the Committee shall be conclusive and binding upon all persons having or claiming to have any interest or right under the Plan.

6.2 Appeals from Denial of Claims

If any claim for benefits under the Plan is wholly or partially denied, the claimant shall be given notice of the denial. This notice shall be given in writing within a reasonable period of time after receipt of the claim by the Committee. This period will not exceed 90 days after receipt of the claim, except that if the Committee determines that special circumstances require an extension of time, the period may be extended up to an additional 90 days. Written notice of the extension shall be furnished to the claimant prior to termination of the initial 90-day period, and it shall indicate the special circumstances requiring an extension of time and the date by which the benefit determination is expected.

Notice of any claim denial shall be written in a manner calculated to be understood by the claimant and shall set forth the following information:


(a)	the specific reasons for the denial;

(b)	a specific reference to the Plan provisions on which the denial is based;

(c)	a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why this material or information is necessary;

(d)	an explanation that a full and fair review by the Committee of the decision denying the claim may be requested by the claimant or an authorized representative by filing with the Committee, within 60 days after the notice has been received, a written request for review; and

(e)	a statement of the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse decision upon review.

If a claimant files a written request for review of a denied claim, the claimant or his or her authorized representative may request, free of charge, reasonable access to and copies

of all documents, records, and other information relevant to the claim and may submit written comments, documents, records, and other information relevant to the claim within the 60 day period specified in subsection (d) above. The notice of claim denial shall include a statement of the claimant’s rights to review and submit information pursuant to this paragraph.

The review by the Committee shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim without regard to whether such material was submitted or considered as part of the initial determination. The decision of the Committee upon review shall be made promptly, and not later than 60 days after the Committee’s receipt of the request for review. However, if the Committee determines that special circumstances require an extension of time, this period may be extended up to an additional 60 days. Written notice of the extension shall be furnished to the claimant prior to termination of the initial 60 day period, and it shall indicate the special circumstances requiring an extension of time and the date by which the decision on review is expected.

If the claim is denied, wholly or in part, the claimant shall be given a copy of the decision promptly. The decision shall be in writing and shall be written in a manner calculated to be understood by the claimant. The decision shall include specific reasons for the denial; specific references to the pertinent Plan provisions on which the denial is based; a statement that the claimant may request, free of charge, reasonable access to and copies of all documents, records, and other information relevant to the claim; and a statement of the claimant’s right to bring a civil action under ERISA section 502(a).

6.3 Tax Withholding

The Employer may withhold from any payment under this Plan any federal, state, or local taxes required by law to be withheld with respect to the payment and any sum the Employer may reasonably estimate as necessary to cover any taxes for which the Employer may be liable and that may be assessed with regard to the payment.

6.4 Expenses

All expenses incurred in the administration of the Plan shall be paid by the Employer.

Article 7. Adoption of the Plan by Affiliate; Amendment and Termination of the Plan

7.1 Adoption of the Plan by Affiliate

An Affiliate may adopt the Plan by appropriate action of its board of directors or authorized officers or representatives, subject to the approval of the Board.

7.2 Amendment and Termination

The Company hereby reserves the right to amend, modify, or terminate the Plan at any time, and for any reason, by written resolution of the Board. However, no amendment or termination shall have the effect of reducing or terminating benefits for any Participant who has become entitled to a vested benefit under section 4.1.

7.3 Successors

This Plan shall bind any successor of the Company, its assets, or its businesses (whether direct or indirect, by purchase, merger, consolidation, or otherwise) in the same manner and to the same extent that the Company would be obligated under this Plan if no succession had taken place. In the case of any transaction in which a successor would not be bound by this Plan pursuant to the preceding sentence or by operation of law, the Company shall require such successor expressly and unconditionally to assume and agree to perform the Company’s obligations under this Plan in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. The term “Company,” as used in the Plan, shall mean the Company as defined in Article 2 and any successor or assignee to the business or assets that by reason hereof becomes bound by this Plan.

Article 8. Miscellaneous Provisions

8.1 No Contract of Employment

Nothing contained in the Plan shall be construed to give any Participant the right to be retained in the service of the Company or its Affiliates or to interfere with the right of the Company or its Affiliates to discharge a Participant at any time.

8.2 Nonalienation of Benefits

No benefit payable at any time under the Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge, attachment or other legal process, or encumbrances of any kind. Any attempt to alienate, sell, transfer, assign, pledge, or otherwise encumber any such benefit, whether currently or hereafter payable, shall be void. Except as otherwise specifically provided by law, no such benefit shall, in any manner, be liable for or subject to the debts or liabilities of any Participant or any other person entitled to such benefit.

8.3 Severability

If any provision of this Plan shall be held illegal or invalid, the illegality or invalidity shall not affect its remaining parts. The Plan shall be construed and enforced as if it did not contain the illegal or invalid provision.

8.4 Applicable Law

Except to the extent preempted by applicable federal law, this Plan shall be governed by and construed in accordance with the laws of the state of Tennessee.

In Witness Whereof, the authorized officers of the Company have signed this document and have affixed the corporate seal on__________________, 2012, effective as of January 1, 2013.


First Horizon National Corporation

By:


Its


Attest:

By:


Its

Exhibit 10.2

Salary Stock Unit Program
(Last revised July 16, 2012)


1.	Purpose . The purpose of the Program is to link more of each participant’s compensation to the company’s stock performance and facilitate retention of key executives.

2.	Committee Actions . From time to time the Compensation Committee (CC) (a) will identify persons who are to receive a portion of salary in the form of salary stock units (SSUs), and (b) will determine the dollar amount of salary that each such person will receive in the form of SSUs, sometimes called the SSU crediting rate. The portion of salary in the form of SSUs may be in lieu of cash salary or supplemental to prior cash salary rates. The crediting of SSUs to each such person will continue while he or she is employed with FHN until the CC changes or ends the person’s participation or this SSU Program, unless the CC approves an automatic sunset date for participation in this Program or unless the CC limits participation to a specified year and fails to renew participation. It is expected that the CC will reconsider these determinations at least once each year, and in doing so the CC may make changes for a new year or period retroactive to the beginning of that year or period. The CC may change or eliminate the dollar amount of salary to be paid to a participant in the form of SSUs at any time; although such action would not affect previously-credited SSUs, no participant has any right to continue to receive new SSUs at any specific dollar level or at all. In addition, the CC may accelerate settlement of SSUs globally or for any participant based on the value of FHN stock at that time, and may change the terms of SSUs or this Program at any time.

3.	SSU Terms and Mechanics.

	a.	For each person designated to participate in the Program by CC action beginning in 2011, crediting of SSUs will occur quarterly in arrears commencing with the quarter in which CC action occurs, unless otherwise provided by the CC. Ideally, crediting dates will occur late in March, June, September, and December. However, in all cases crediting dates are subject to adjustment or delay for administrative reasons, and the CC may direct that a date be used in a particular instance. This provision does not disturb SSUs credited prior to January 1, 2011.

	b.	When SSUs are credited to a participant for a particular quarter, the number of SSUs will equal the dollar amount of salary for that quarter to be paid in the form of SSUs (net of any applicable withholding taxes, as provided in paragraph f below) divided by the Ten-Day Average Value for that quarter. The number of credited SSUs will be calculated as the administrator determines but will not be rounded up. In any case where the pay period is less than a full quarter, a similar calculation using an appropriate Ten-Day Average Value will be performed for the shorter period as determined by the administrator. If the period is less than ten trading days, the value used will be the average closing price for all trading days within that period.

	c.	For purposes of this Program, the “Ten-Day Average Value” for any quarter or shorter period is the average closing share price of FHN stock for any period of ten consecutive trading days selected by the administrator and occurring within that quarter or period. The administrator generally will favor the selection of a ten-day period later in the quarter or other period rather than earlier, but in each case may select the specific ten-day period based on administrative convenience. In addition, if a dividend record date or ex-date might occur within the valuation period the administrator may select the ten-day period to avoid unfair or inappropriate enlargement or dilution of value.

	d.	Settlement.

		(i)	SSUs credited in 2010

			General Rule. Each SSU credited in 2010 entitles the participant to receive the cash value of one share of FHN stock valued at the Ten-Day Average Value for the second quarter of 2012.


		Settlement of SSUs will be made within 30 business days after the last day of the ten-day period used for valuation. In converting SSUs to cash values when settled, amounts will be calculated as the administrator determines but will not be rounded up.

		SEOs. For those participants who, in 2010, were “senior executive officers” (SEOs) under the Troubled Asset Relief Program (TARP) rules, the General Rule above applies subject to the changes provided in this paragraph. For SEOs, SSUs credited in the first two quarters of 2010 will be paid in March 2011, and SSUs credited in the second two quarters of 2010 will be paid in September 2011. The administrator will cause the SSUs to be paid early in each such month, subject to administrative considerations. Each SSU payment to SEOs will be calculated using the Ten-Day Average Value for February in respect of the March payment, and using the Ten-Day Average Value for August in respect of the September payment.

	(ii)	SSUs Credited after 2010

		Each SSU entitles the participant to receive the cash value of one share of FHN stock. SSUs credited in the first two quarters of any given year will be paid in June or July, and SSUs credited in the second two quarters of that year will be paid in December, of the year following the year of crediting. SSUs paid in June or July will be valued using the Ten-Day Average Value for the second quarter of the year of payment, and SSUs paid in December will be valued using the Ten-Day Average Value for the fourth quarter of that year. In converting SSUs to cash values when settled, dollar amounts will be calculated and rounded down (not up) as the administrator determines.

e.	SSUs will not be settled in actual shares of stock and will have no voting rights. An SSU will not be represented by any certificate or document, but instead will be credited on the books of FHN or its administrative agent. SSUs are a component of or supplement to salary and are not associated with any plan of FHN.

f.	Taxes will be withheld in connection with a crediting or settlement event (as applicable) and remitted to government authorities as necessary or appropriate. Taxes withheld in connection with crediting may be withheld from salary paid in the form of cash or other contemporaneously paid compensation, or may reduce the number of SSUs credited, or both, as the administrator determines. Participants are not permitted to elect to be taxed on SSUs at the time of crediting. The current administrative determinations of these matters are: any FICA, medicare, and income taxes withheld in connection with crediting SSUs will reduce the dollar amount of salary which is to be converted into SSUs.

g.	SSUs will be adjusted for stock dividends and splits that occur after crediting and prior to settlement in order to prevent enlargement or dilution of value. In making such adjustments, SSUs will be treated in a manner similar to ordinary shares except that calculated numbers of SSUs are to be rounded down (not up) as the administrator determines. The administrator will make appropriate adjustments for SSUs credited or settled near dividend and split record dates to account for the effects of ex-trading dates in the market prices of FHN shares, again in order to prevent enlargement or dilution of value.

h.	If cash dividends are declared on FHN shares during the time that a participant holds SSUs, a cash amount will be credited to the participant equivalent to the cash dividend that would have been paid on a like number of ordinary FHN shares, calculated and rounded down (not up) as the administrator determines. Credited cash dividend equivalent amounts will not be converted into SSUs, will not accrue interest, and will be paid to the participant at the time that the associated SSUs are paid. Notwithstanding the foregoing, the administrator may prevent or omit the crediting of a cash dividend equivalent in order to prevent a participant from benefiting twice from that


		dividend whenever the dividend’s record date or ex-date occurs near the time of the ten-day period used for the Ten-Day Average Value.

	i.	SSUs are not transferable.

	j.	Absent other action by the CC, if FHN merges or consolidates and as a result FHN shares cease to be publicly outstanding, then outstanding SSUs will be converted into units denominated in shares of the surviving or resulting company based on the transaction value. The conversion will be accomplished, to the extent practicable, so as to prevent enlargement or dilution of value.

	k.	SSUs are a special form of deferred salary. When cash salary no longer is paid to a participant, SSUs no longer will be credited. If cash salary previously paid to a participant were subject to forfeiture or reclamation for any reason, the associated SSUs similarly would be subject to forfeiture or reclamation. However, SSU crediting rates and cash salary rates may be adjusted independently of each other; a change in a participant’s cash salary rate does not automatically result in any change in that person’s SSU crediting rate, and vice-versa.

	l.	The timing, pricing, and other administrative determinations associated with SSU recipients who are subject to Form 4 reporting may differ from those of other Program participants. Currently, no such differences have been approved by the administrator.

4.	Termination of Employment .

	a.	Subject to the exceptions set forth below, credited SSUs will be forfeited unless the participant is continuously employed by FHN or a subsidiary through the payment date of the SSUs.

	b.	Notwithstanding paragraph a., if a participant dies, his or her credited and unpaid SSUs will not be forfeited as a result of death, and settlement of the SSUs will be accelerated in an equitable and appropriate manner determined by the administrator. The valuation date for any such settlement will be the first trading day following the date of death.

	c.	Notwithstanding paragraph a., if a participant’s employment with FHN terminates as a result of normal or early retirement or disability, then his or her credited and unpaid SSUs will not be forfeited as a result of that termination, and settlement of the SSUs will occur at the ordinary times set forth in this Program. For this purpose, “normal retirement” and “early retirement” have the meanings given in procedure 43 of the Equity Award Administration Procedures (rev’d July 20, 2009), and “disability” means a disability that would qualify as a total and permanent disability under the long-term disability plan then in effect at FHN, or (if different) at the FHN subsidiary employing the participant, at the onset of such total and permanent disability.

	d.	Notwithstanding paragraph c., a participant who has terminated employment but retained SSUs due to retirement or disability shall forfeit all of those retained SSUs if, at any time during the period prior to the latest payment date of any SSUs credited to him or her at the time of termination, the participant engages in any competitive activity. Each of the CC and the administrator has the discretion to determine whether any particular activity is competitive with FHN or any of its subsidiaries.

	e.	Enforcement of the vesting and forfeiture conditions above is subject to the U.S. Department of the Treasury compensation rules applicable during the period as to which FHN was subject to the TARP rules restricting compensation. Currently it is uncertain whether the TARP rules prohibit FHN from imposing vesting and forfeiture conditions upon SSUs credited to participants who are SEOs at the time of crediting. As long as such uncertainty exists, this Program will be interpreted to assume that the TARP rules prohibit the imposition of a vesting condition on SEO participants. However, if the TARP rules are later amended or interpreted so that the vesting condition is permitted with respect to SEOs, FHN retains the right to impose the vesting condition on SEOs to the maximum extent allowed, including retroactively to any time when uncertainty existed.


5.	No Elective Deferrals . Participants may not elect to defer the settlement of SSUs beyond the mandatory deferral period provided in the program above. SSUs are not eligible for elective deferral under any deferral plan or program of FHN, even if those plans or programs generally allow deferral of salary. Outstanding salary deferral elections shall not apply to SSUs.

6.	Treatment of SSUs as Base Salary . SSUs are, or are not, to be treated as base salary under the plans and programs listed below. For any plan or program not listed, SSUs shall not be treated as base salary unless the administrator determines otherwise; any such determinations must be reported to the CC at or before its next quarterly meeting.

	SSUs, measured at the crediting rate and date rather than the ultimate payment amount and date, are treated as base salary for the following (subject to the limitation in the next sentence):

	a.	For SSUs credited through December 31, 2012: retirement and retirement restoration plans, including pension plans and savings plans.

	b.	All life and disability benefit and insurance programs.

	c.	Other programs treated as ‘benefit’ programs by FHN’s Human Resources division. This provision does not include severance programs.

	For each such case, the amount of SSUs treated as base salary shall not exceed $200,000 per person per calendar year.

	SSUs are not treated as base salary for the following:

	d.	For SSUs credited beginning January 1, 2013: retirement and retirement restoration plans, including pension plans and savings plans, whether or not frozen.

	e.	Change in control severance agreements and any change in control severance plan or program that may apply to a holder of SSUs.

	f.	Any other present or future severance plan, program, or agreement.

7.	Administration . The Chief Human Resources Officer is the program administrator with authority to oversee all administrative matters related to the SSU program. All administrative actions must further the purposes of the program and be compatible with legal requirements and appropriate tax and accounting outcomes. The administrator may deviate from or modify the following program provisions under this authority: any provision governing a crediting date or a settlement date or a date as of which FHN stock is valued to convert cash amounts into SSUs, or SSUs into cash, provided that such a provision may be changed only out of demonstrable administrative necessity and must be reported at the next quarterly CC meeting; for any calculation, any provision governing a number of decimal places or a rounding convention; and, any provision to the extent necessary to comply with legal requirements, to avoid a legal penalty or forfeiture, or to obtain or preserve appropriate tax and accounting outcomes, provided that in no case may actual shares of stock be issued in settlement of SSUs.