Exhibit 10.1

FIRST HORIZON CORPORATION

This Plan is intended to help retain qualified Associates, maintain a stable work environment, and provide economic security to Participants if certain terminations of employment occur in connection with a Change in Control. The Plan is intended to be an unfunded “top hat” welfare benefit plan under ERISA. Capitalized terms used in this Section and elsewhere in the Plan are defined in Section 11.

(A)   Administrative Powers. The Plan Administrator has all powers reasonably necessary to carry out its responsibilities under the Plan including (but not limited to) the discretion to select Participants, interpret the Plan, prescribe, amend, and rescind rules and regulations under the Plan, and make all other determinations necessary or advisable for the administration of the Plan, subject to the provisions of the Plan. Any reasonable determination made in good faith by the Plan Administrator in carrying out, administering, or interpreting the Plan will be final and binding for all purposes and upon all interested Persons and their respective heirs, successors, and legal representatives.

(B)    Delegation. Except as specifically provided in the Plan, the Committee has the discretion to delegate any of its powers and duties hereunder to such officers and other Associates from time to time as it may designate. Each such person is treated as a Plan Administrator for purposes of the Plan. The Committee retains the authority to oversee the actions of the non-Committee Plan Administrators, and may change or end any delegation of authority at any time.

(C)    Ministerial Functions. The Plan Administrator may assign ministerial functions and duties to other Associates, external vendors, and such other service-providers as it deems necessary or advisable to assist it in the performance of its duties under the Plan. The functions of ministerial service-providers engaged by the Plan Administrator will be limited to the specified services and duties for which they are engaged.

(A)    Tiers. In its discretion, the Committee will determine the number of different benefit levels, or “Tiers,” available under the Plan and will determine the CIC Severance Multiple that applies to each Tier, provided that no CIC Severance Multiple may exceed 3. These discretionary powers may not be delegated. The Committee’s determinations under this subsection are set forth in Schedule A to the Plan. The Company will update Schedule A to reflect changes approved by the Committee from time to time. Except for the CIC Severance Multiple, unless otherwise provided in the Plan, each Tier will provide benefits under the Plan identical to each other Tier.

(B)    Selection. From time to time, the Committee may select, in its discretion, those Eligible Associates to be offered participation in the Plan. The Committee will determine, in its discretion, which Tier will be offered to each prospective Participant. The Committee may not delegate the discretionary powers provided in this subsection. No Eligible Associate has any right to participate in the Plan, and no Participant has any right to participate in any particular Tier.

(C)    Acceptance. Each Eligible Associate selected to participate will become a Participant when, and only when, he or she accepts participation in the Plan at the Tier offered. Acceptance of participation in the Plan must be accomplished and documented in the manner and form approved and accepted by the Plan Administrator.

(D)    Benefits and Commitments. Once a Participant has accepted participation in the Plan at a particular Tier, the Participant is contractually entitled to the benefits provided in the Plan applicable to that Tier, and the Participant is contractually committed to fulfilling the terms, conditions, and agreements required of Participants by the Plan.

Each benefit in this Section is subject to the requirements and conditions of subsection (G) below.

(A)    CIC Severance Cash Benefit.

(B)    Pro-Rata Benefits. If a Participant has a CIC Severance Event occur, the Company will pay, or cause to be paid, to the Participant in cash an amount equal to (i) the Participant’s Pro Rata Annual Bonus, plus (ii) the value of the Participant’s accrued (pro-rata) but unused vacation days. “Pro Rata Annual Bonus” means the Participant’s Target Annual Bonus for the year in which the Participant’s Qualifying Termination occurs, pro-rated based on the number of days in that year during which the Participant was employed and assuming a 365-day year. If for any reason the Participant is paid a bonus under Participant’s Bonus Plan for the year in

which the Participant’s Qualifying Termination occurs, outside of the requirements of this Plan, then the Pro Rata Annual Bonus required by (ii) will be reduced (but not below zero) by the pretax, pre-deferral amount of such bonus actually paid.

(C)    Benefits related to Legacy LT Awards. In general, the provisions of each Legacy LT Award (and the plan governing that Award) will determine the treatment of that Award resulting from a Change in Control, a Qualifying Termination, or other event. However, if a Participant has a CIC Severance Event occur, then the following will supplement the provisions of each such Award:

(D)    Health & Welfare Benefits.

(E)    Outplacement Services Benefit. If a Participant has a CIC Severance Event occur, the Company will provide the Participant with outplacement services for the shorter of (i) the period ending on the last day of the second calendar year following the calendar year during which the Participant’s Termination Date occurred or, (ii) the period ending when the Participant obtains employment with another Person. Such services will be of the kind and quality that are customary, in the Plan Administrator’s discretion, for persons in the role or having the rank of the Participant in the Company’s industry. However, the Company is not required to spend more than $25,000, in total, for such services for the Participant.

(F)    Multiple Change in Control Events. If for any reason a Participant experiences a Qualifying Termination which relates to more than one Change in Control event and more than one CIC Severance Event, the Participant is entitled to only a single set of benefits under this Section 4, all of which must relate to a single Change in Control. In that case, if the different Change in Control events result in differences in benefits under

this Section 4, the Participant is entitled to choose which set of benefits to receive. The Company will provide the Participant with information that is reasonably necessary to allow an informed decision, which will be binding on the Participant and the Company.

(G)    Plan Benefits Require Execution & Effectiveness of Release within Release Execution Period.

(H)    Timing of Certain Payments. Provided that the conditions in subsection (G) are met, all amounts payable to a Participant pursuant to subsections (A) and (B) will be paid to the Participant not later than sixty days after the Participant’s Termination Date, except that, if the Release Execution Period begins in one taxable year and ends in the subsequent taxable year, then such payment shall not occur before the first day in the later of such two taxable years. For this purpose, amounts are “paid” to a Participant if paid directly or indirectly to the Participant or the Participant’s bank or other account, if deferred in accordance with the Participant’s instructions, if withheld and remitted to taxing authorities as required by law or as directed by Participant, or if paid or applied, as directed by the Participant, for any benefit, for any obligation, or to any third Person (such as a spouse, a charity, or otherwise).

(I)    Exceptions and Exclusions.

(J)    No Penalty for Later Employment. Except as provided in subsections (D) and (E), the amount of any benefit provided for in this Section 4 will not be reduced, offset, or subject to recovery by the Company by reason of any compensation earned by a Participant as the result of a Participant’s employment by another employer which begins after the Participant’s Termination Date.

(K)    Advance Notice of Termination by Company Group.

by the Company to state any Cause in the Notice must be corrected, if at all, by giving the Participant a supplemental Notice stating the Cause and providing supporting information within ten business days after the initial termination Notice is given.

(L)    Certain Other Payments and Matters that are not Plan Benefits. None of the following benefits, programs, or other employment-related matters is enhanced, diminished, or otherwise affected by the Plan, none is considered a benefit of the Plan, and none is waived, released, or otherwise affected by a Participant’s Release unless expressly so provided in the Plan or in that Release:

(M)   Interpretation of Section 4. The Company intends that all benefits under this Section either will comply with, or will be exempt from, Code Section 409A and the regulations thereunder. The Committee will interpret this Section, and all related provisions of the Plan, consistently with that intention.

By agreeing to participate in the Plan, each Participant makes the following agreements with the Company and Company Group:

(A)    Participant Non-Solicitation Agreement. Each Participant agrees that, from the commencement of participation in the Plan through the first anniversary of the Participant’s Termination Date, regardless of the reason for termination, the Participant will not, in any manner, directly or indirectly (without the prior written consent of the Company) solicit anyone who is then an Associate of the Company Group (or who was an Associate of the Company Group within the prior twelve months) to resign from the Company Group or to apply for or accept employment with any other business or enterprise. For this purpose, “solicit” means any direct or

indirect communication of any kind, regardless of who initiates it, that in any way invites, advises, encourages or requests any person to take or refrain from taking any action.

(B)    Participant Non-Disparagement Agreement. Each Participant agrees that: (i) from the commencement of participation in the Plan, the Participant will not, in any manner, directly or indirectly, make or publish any statement (orally or in writing) that would libel, slander, defame, denigrate, ridicule, satirize, criticize, or otherwise disparage the Company, any other member of the Company Group, or any of its or their Affiliates, Associates, officers, or directors; and (ii) after the Participant’s termination of employment for any reason, the Participant will not, in any manner, directly or indirectly, make or publish any statement (orally or in writing) that relates, explains, or otherwise comments upon any of the circumstances concerning the termination of Participant’s employment, other than to refer inquiries to public statements made by the Company or its Chief Executive Officer.

(C)    Participant Agreement to Give Advance Notice of Departure.

(D)    Participant Agreements regarding Confidential Information. Subject to Section 5(E), each Participant agrees, during his or her employment with the Company Group and afterward, except as the Company may otherwise expressly permit in writing:

(E)    Other Disclosure Exceptions. Pursuant to 18 U.S.C. § 1833(b), Participant acknowledges that Participant will not be held criminally or civilly liable by the Company Group under any federal or state trade secret law for the disclosure of a trade secret of the Company Group that (i) is made (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to Participant’s attorney and (b) solely for the purpose of

reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Participant acknowledges that if Participant files a lawsuit for retaliation by the Company Group for reporting a suspected violation of law, Participant may disclose the trade secret to Participant’s attorney and use the trade secret information in the court proceeding if Participant (x) files any document containing the trade secret under seal, and (y) does not disclose the trade secret, except pursuant to court order. Nothing in the Plan is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in the Plan prohibits or restricts Participant from making any voluntary disclosure of information or documents concerning possible violations of law to any governmental agency or legislative body, or any self-regulatory organization, in each case, without advance notice to the Company Group.

(F)    Participant Agreement to Cooperate in Certain Legal Matters. Each Participant agrees, during his or her employment with the Company Group and afterward, to cooperate (i) with the Company Group in the defense of any legal claim involving any matter that arises during or in relation to the Participant’s employment with the Company Group, and (ii) with all government authorities on matters pertaining to any investigation, litigation, or administrative proceeding concerning the Company Group. The Company will reimburse each such Participant for all reasonable travel and out of pocket expenses incurred in providing such cooperation.

(G)    Company Group Remedies for Violation of Section 5. If a Participant violates or fails to comply with any subsection of this Section 5 (other than subsection (E), which merely provides for certain exceptions), the Company Group is entitled, in addition to any other rights and remedies available at law or equity, to cease making payments and providing benefits to the Participant under the Plan, and the Participant agrees to repay any amounts already paid to pursuant to the Plan. Because damages to the Company Group will be difficult to ascertain and because the Company Group’s remedies at law will be inadequate, among other reasons, each Participant agrees that the Company Group will be irreparably damaged if the Participant violates or fails to comply with this Section 5. Accordingly, in the event of a breach or threatened breach of the terms of this Section 5, the Company Group is, in addition to all other rights and remedies, entitled (without any bond or other security being required) to seek a temporary and/or permanent injunction, without showing any actual damage or that monetary damages would not provide an adequate remedy, and/or seek a decree for specific performance, in accordance with the provisions hereof.

(A)    Federal Excise Tax and Benefit Limitation.

(which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company, and the Company will enter into any agreement reasonably requested by the Accounting Firm in connection with the performance of the services hereunder. The Company will instruct the Accounting Firm to furnish the Company and each Participant with (a) a written opinion stating the Firm’s estimate, for that Participant, of the amount of benefits under the Plan and the Excise Tax associated with paragraph (i)(a) and of the amount of benefits under the Plan after being reduced under paragraph (i)(b), and (b) a written opinion that the amount of benefits under the Plan after being reduced under paragraph (i)(b), when combined with all other Payments, should not trigger the Excise Tax. The Determination by the Accounting Firm will be binding upon the Company and each such Participant.

(B)    Section 409A of the Code; Rabbi Trust. The Company and all Participants intend that payments and benefits under the Plan comply with Section 409A of the Code (including its related regulations and rulings), to the extent subject thereto, or with an exemption thereunder. To the maximum extent permitted, the Plan will be interpreted and administered accordingly. In addition:

(C)    Withholding Taxes. The Company has the right to withhold from any amount payable under the Plan any Federal, state, and local taxes in order for the Company to satisfy any withholding tax obligation the Company Group may have under any applicable law or regulation.

(A)    Claims by Participants. A Participant who believes that he or she is entitled to, but has been denied or otherwise has not received, any benefit under the Plan (the “claimant”), may make a claim for such benefit by giving Notice of such claim to the Company. The Notice of any claim for any benefit under the Plan shall be given to the Company within ninety days of the date of the alleged denial or failure giving rise to the claim, and shall state the nature of the claim, the facts and circumstances supporting the claim, the specific benefit under the Plan that was denied or not received, the amount of the benefit (if known), and the current address of the claimant. The claimant has the burden of proving the merits of the claim by a preponderance of the evidence. The Plan Administrator will review the claim and determine, on behalf of the Company, the merits of the claim

under the terms of the Plan. In accordance with subsection (C), the Plan Administrator will cause the Company to give Notice to the claimant of its determinations regarding the claim not more than ninety days after Notice of the claim is given to the Company. However, if the Plan Administrator determines that special circumstances require an extension of time for processing the claim, the Plan Administrator will cause the Company to give Notice to the claimant (i) that special circumstances require an extension of time, (ii) describing those circumstances in reasonable detail, and (iii) stating the date by which the Plan Administrator expects to give Notice to the claimant regarding the merits of the claim, which may not be later than 180 days after claimant gives Notice of the claim to the Company. If the claimant is a Tier 1 Participant, the claimant may demand, in his or her Notice to the Company making the claim, that the Committee, rather than other Persons in the role of Plan Administrator, approve all final determinations of the merits of the claim; any such demand will be treated as a special circumstance automatically allowing 180 days for the Company to give Notice to the claimant of the Committee’s determinations of the merits of the claim.

(B)    Cooperation Pending Determination. The Plan Administrator and the claimant agree to cooperate promptly with each other’s reasonable requests for information and documents relevant to the claim.

(C)    Determination of the Merits. The Company will provide the claimant with Notice of the Plan Administrator’s determinations of the claim’s merits, in accordance with subsection (A). If the determinations are adverse to the claimant in whole or part, the Notice will set forth (i) the specific reasons for each adverse determination, (ii) references to the specific Plan provisions on which the determination is based, along with any relevant facts or circumstances, (iii) if applicable, a description of any Known Unknown which the Plan Administrator assumed to be adverse to the claimant, along with an explanation of such assumptions and how they adversely impacted the determination, and (iv) a description of the appeal procedures under the Plan and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on appeal. For purposes of this Section 7, a “Known Unknown” is an item of information or a document which the Plan Administrator knows or believes exists and could be important to determining the merits of the claim, but which was not available to the Plan Administrator.

(D)    Appeal. If a claim is denied in whole or in part, the claimant may appeal the denial by giving Notice to the Company of claimant’s request for reconsideration and further review by the Plan Administrator within sixty days after the Notice of the adverse benefit determination was given to the claimant. The Company will provide to claimant, upon request and free of charge, reasonable access to and copies of all documents, records, and other information relevant to the claimant’s claim. The claimant may submit written comments, documents, records, and other information relating to the claim to the Plan Administrator within the sixty day period. The review on appeal will take into account all information and documentation submitted on appeal, whether or not it was available in the initial benefit determination. The Plan Administrator will review the appeal and, within sixty days after Notice of the appeal was given, give Notice to the claimant of the decision with respect to the appeal. However, if the Plan Administrator determines that special circumstances require an extension of time for considering the appeal, the Plan Administrator will cause the Company to give Notice to the claimant (i) that special circumstances require an extension of time, (ii) describing those circumstances in reasonable detail, and (iii) stating the date by which the Plan Administrator expects to give Notice to the claimant regarding the merits of the claim, which may not be later than 120 days after the Notice of the adverse benefit determination was given to the claimant. If the claimant is a Tier 1 Participant, the claimant may demand, in his or her Notice to the Company making the claim, that the Committee, rather than other Persons in the role of Plan Administrator, approve all final determinations of the merits of the appeal; any such demand will be treated as a special circumstance automatically allowing 120 days for the Company to give Notice to the claimant of the Committee’s determinations of the appeal.

(E)    Determination of the Appeal. The Company will provide the claimant with Notice of the Plan Administrator’s determinations of the appeal, in accordance with subsection (D). If the determinations are adverse to the claimant in whole or part, the Notice will set forth (i) the specific reasons for each adverse determination, (ii) references to the specific Plan provisions on which the determination is based, along with any relevant facts or circumstances, (iii) if applicable, a description of any Known Unknown cited in the original claim determination Notice under subsection (C) which remains a Known Unknown, and (iv) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim.

(F)    Recourse after Appeal to Plan Administrator.

(G)    Plan Administrator Discretion. The Plan Administrator has sole and absolute discretion over claims and appeals issues and determinations regardless of the timing of any such determination or exercise of any such discretion.

(A)    Amendment of Participation.

(B)    Termination of Participation.

(A)    General Plan Amendment. The Board may amend the Plan at any time. Effectiveness of certain amendments is subject to delay as to certain Participants, as provided in Section 8(A)(i).

(B)    Technical Compliance Plan Amendment. The Board or Plan Administrator may amend the Plan at any time and in any manner necessary to comply with, or to avoid a material and adverse outcome for the Company or the Participants under, ERISA or Section 409A. Any such amendment will be effective immediately, or otherwise as provided by the Board or Plan Administrator, without the consent of any Participant. If any such amendment is expected to have a material and adverse effect upon one or more Participants, the Company will give Notice of the change to those Participants within thirty days after effectiveness.

(C)    Plan Termination. The Board may terminate the Plan at any time. After termination, the Plan will continue in effect as provided in Section 8(B)(iv), but neither the Board nor the Committee any longer will be authorized: (i) to select new Participants, (ii) to change Schedule A, other than the addresses for Notices and to reflect the Company’s current Normal Retirement Age, or (iii) to change the Tier of any Participant.

(A)    No Right to Employment, Position, or Pay. The Plan provides no Participant any right to employment or engagement, nor any right to any title, position, salary, bonus, or other compensation component or benefit, other than the benefits expressly provided in the Plan which are contingent on certain events occurring as

provided in the Plan. If a Participant is an employee-at-will of the Company Group, that status is not affected by the Plan.

(B)    Risks related to Certain Regulatory Requirements.

(C)    Application of Clawback Policy & Provisions. All amounts payable under the Plan to a Participant, and all benefits under the Plan related to a Bonus Amount, any annual bonus, or any LT Awards of that Participant, are subject to re-calculation and reduction to reflect application of the Clawback Policy and the Clawback Provisions to the annual bonuses underlying the Bonus Amount, any other annual bonus, or any LT Award. If any such re-calculation and reduction occurs after a payment under the Plan is made to a Participant, the Participant agrees to return to the Company the gross pre-tax amount overpaid. If the Participant does not remit the overpayment to the Company within ten business days after being given Notice of the overpayment by the Company, the Company in its discretion may apply any such overpaid amount to reduce or eliminate any other amounts or benefits still owed to the Participant under the Plan or otherwise, including unvested, unpaid, or unexercised LT Awards. The Company’s remedy in the immediately preceding sentence is not exclusive, but is in addition to any other legal or equitable remedy available to the Company to enforce its recovery rights and satisfy its recovery obligations. The Company will make all determinations for re-calculation, reduction, or recovery in its sole discretion, in accordance with applicable law and regulatory requirements. Subject to applicable regulatory requirements, including orders and other actions of the Primary Regulator, the Company will apply the Clawback Policy and Clawback Provisions to each Participant consistently with similarly situated Associates who did not experience a termination of employment connected with a Change in Control.

(D)    Governing Law. The validity, construction, and effect of the Plan will be determined in accordance with the substantive laws of the State of Tennessee, without giving effect to the conflict of law principles thereof.

(E)    Severability. If a court of competent jurisdiction determines that any provision of the Plan, in Section 5 or otherwise, is unlawful or prohibited by law as applied to a particular Participant, then that provision, as applied to that Participant, is deemed modified, reduced, or otherwise cut back to the minimum extent possible in order to preserve the original provision to the maximum extent possible, consistent with applicable law as applied to that Participant.

(F)    Headings. Headings are given to the Sections, subsections, and other subdivisions of the Plan solely as a convenience to facilitate reference. Such headings are not in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

(G)    Binding Effect; Succession.

(H)    No Third Party Beneficiaries. Except as otherwise expressly provided in the Plan, the Plan does not and will not confer any rights or remedies on any Person other than the Company and each Participant.

(I)    No Transferability; Payment to Guardian Permitted. Except as otherwise provided herein or by law, no right or interest of any Participant may be assigned or transferred, in whole or in part, either directly or by operation of law or otherwise, including without limitation by execution, levy, garnishment, attachment, pledge, or in any other manner; no attempted assignment or transfer thereof will be effective; and no right or interest of any Participant will be liable for, or subject to, any obligation or liability of the Participant. When a payment is due under the Plan to a Participant whose employment with the Company Group has ended and who is unable to care for his or her affairs, the Company Group may make payment, or cause payment to be made, to the Participant’s legal guardian or personal representative.

(J)    Notices. Each notice or other communication under the Plan (“Notice”) must be given in writing at the addresses provided below. Each Notice will be deemed duly given: on the third business day following the day of the mailing thereof if sent by registered or certified U.S. Postal Service mail; on the second business day following the day of the sending thereof if sent by courier service with tracking capability, including delivery

acknowledgement, engaged; on the day delivered, if delivered personally; and, on the day sent, if sent by electronic mail with delivery acknowledgement engaged. Notices must be sent to these addresses:

Notices sent to a Participant before the Participant’s Termination Date may be sent to the Participant’s regular employment-related physical and electronic addresses unless the Participant sends Notice to the Company Group requiring that personal addresses be used instead.

(K)    Waivers.

(L)    Unfunded Obligations. Amounts to be paid and other benefits to be delivered to Participants under the Plan are unfunded obligations of the Company. The Company is not required to segregate any monies or other assets from its general funds with respect to Plan obligations. Participants do not have any preference or security interest in any assets of the Company or any other member of the Company Group except as general unsecured creditors.

(M)    Other Plans, Programs, and Agreements.

As used in the Plan, the following terms have the meanings set forth below:

“Affiliate” means any Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Company. An entity shall be deemed an Affiliate for purposes of this definition only for such periods as the requisite ownership or control relationship is maintained.

“Associate” means an employee of the Company Group.

“Base Salary,” for a Participant at any given time, means the cash salary, expressed as a gross annual rate, payable to the Participant before any deduction or withholding for: taxes, mandatory or elective deferrals, or elective exchanges of cash salary for other forms of compensation or benefits.

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

“Bonus Amount,” for a Participant, means the average of the gross annual bonuses finally awarded to the Participant under the Participant’s Bonus Plan for three of the five full fiscal years immediately prior to the Participant’s Termination Date,after excluding the highest and lowest of such full-year annual bonuses. However: (i) if the Participant received at least three but fewer than five full-year bonuses under the Bonus Plan, the term “Bonus Amount” means the average of the three most recent full-year annual bonuses received under the Bonus Plan without giving effect to the preceding exclusions; (ii) if the Participant received fewer than three full-year bonuses under the Bonus Plan, the term “Bonus Amount” means the average of all full-year annual bonuses received under the Bonus Plan, if any, including (as having been “received”) 100% of the Participant’s target bonus under the Bonus Plan in effect immediately prior to the Termination Date; and (iii) if any full-year bonus referred to in (i) or (ii) was determined using a formula based on a percentage of business unit pre-tax income or other similar measure of business unit operating results—including awards made under a pool arrangement where the pool was determined based on business unit pre-tax income or other similar measure—for purposes of this calculation such bonus shall not exceed the greater of 100% of the Participant’s Base Salary in effect immediately prior to the Termination Date or 100% of the Participant’s Base Salary in effect immediately prior to the Change in Control.

“Bonus Plan,” for a Participant, means the annual or other short-term performance-based cash incentive plan in which the Participant participates. As used in this Plan, none of the following constitutes a Bonus Plan: (i) a traditional discretionary cash bonus not associated with a written plan document, unless the Participant is not eligible to participate in any other Bonus Plan; (ii) a retention, service, or stay bonus unrelated, or substantially unrelated, to individual or business performance, or any written plan or program associated with such bonuses; or (iii) any stock or cash awards under the Company’s Equity Compensation Plan or any similar or successor long-term incentive plan or program, whether or not performance-based.

“Cause” means:

The determination as to whether Cause has occurred in any given instance shall be made in the sole discretion of the Board or, if so directed by the Board, by the Committee. The Board or Committee, as the case may be, shall also have the authority in its sole discretion to waive the consequences under the Plan of the existence or occurrence of any of the events, acts, or omissions constituting Cause.

“Change in Control” means the occurrence of any one of (and shall be deemed to have occurred on the date of the earliest to occur of) the following events:

Computations required by paragraph (iii) shall be made on and as of the date of shareholder approval and shall be based on reasonable assumptions that will result in the lowest percentage obtainable. Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to have occurred solely because any

Person acquires beneficial ownership of more than twenty percent (20%) of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided, that if after such acquisition by the Company such Person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such Person, a Change in Control of the Company shall then occur.

“CIC Offer” has the meaning given in Section 4(A)(iii).

“CIC Severance Date” means the date on which a Participant has a CIC Severance Event, except that the CIC Severance Date related to a CIC Severance Event that occurs prior to the occurrence of the related Change in Control will be the date of the occurrence of the Change in Control for purposes of the Plan.

“CIC Severance Event” has the meaning given in Section 4(A)(ii).

“CIC Severance Multiple,” for a particular Tier, means the multiple assigned to that Tier by the Committee in accordance with Section 3(A), as set forth on Schedule A.

“Clawback Policy” means the Compensation Recovery Policy of the Company and any successor(s) thereto, as in effect and applicable to a Participant, and also includes any Regulatory Requirement applicable to the Company or its banking subsidiary which requires the Company or the banking subsidiary to restrict or limit compensation to the Participant, and/or to recover any compensation paid in contravention of such restriction or limitation.

“Clawback Provision” means any provision of any annual bonus, Bonus Plan, LT Award, or LT Award plan providing for or requiring recovery from a Participant by the Company or other member of the Company Group of any amount paid or securities issued to the Participant.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Company” means First Horizon Corporation, a Tennessee corporation, and its successors and assigns.

“Company Group” means the Company and its Subsidiaries.

“Company Voting Securities” means the outstanding securities issued by the Company ordinarily having the general right to vote at elections of the Company’s directors, including shares of the common capital stock of the Company, par value $0.625 per share. Securities which have only a limited right to vote, such as the right (as a class or series) to elect one or two directors but not to vote for directors generally, are not included within “Company Voting Securities.”

“Committee” means (i) the Compensation Committee of the Board or its successor committee of the Board which oversees human resources and employment functions of the Company, or (ii) whichever other Board committee is expressly designated by the Board as the administrator for this Plan.

“Confidential Information” means any and all of the following concerning the business and affairs of the Company Group or its Affiliates, Associates, or customers: trade secrets, product specifications, data, know-how, processes, graphs, inventions and ideas, past, current, and planned research and development, current and planned distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code, machine code and source code), computer software and database technologies, systems, structures, and architecture (and related formulae, compositions, processes, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, and methods), information concerning the business and affairs of the Company Group and its Affiliates, Associates, and customers (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personal identifying information related to Associates or customers, compensation and other financial information related to Associates or customers, health and medical information related to Associates and spouses and their dependents, policies and procedures, personnel training techniques and materials, however documented), and notes, analysis, compilations, studies, summaries, and other material prepared by or for the Company Group and its Affiliates, Associates, and customers containing or based, in whole or in part, on any information included in the foregoing. Moreover, “Confidential Information” includes any of the foregoing information that a Participant may originate, learn, have access to, or obtain, whether in tangible form or memorized. However, “Confidential Information” does not

include any information that was or became generally available to the public other than as a result of a disclosure of such information by a Participant or any other Person under a duty to keep such information confidential.

“Disability,” in relation to a Participant, means a disability that would qualify as a total and permanent disability under the long-term disability plan then in effect at the Company or (as applicable) Subsidiary employing the Participant at the onset of such total and permanent disability, whether or not the Participant is covered by that disability plan.

Having “discretion” regarding a matter means having the sole and absolute discretionary authority to act, or to refrain from acting, in respect of that matter, subject only to limitations imposed by the Plan or by applicable law. The Plan requires the Plan Administrator to exercise all discretion on behalf of the Company Group (not on behalf of any Associate or Participant) and in good faith.

“Eligible Associate” means any Associate who is a management or highly compensated employee within the meaning of Sections 201, 301, and 404 of ERISA.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Excise Tax” means the excise tax imposed by Section 4999 of the Code, or any successor provision thereto, or any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax.

“Good Reason” means, with respect to any Participant, any of the following:

provided, however, that: (a) an action taken in good faith and which is remedied by the Company within ten days after Company’s receipt of the objection notice thereof shall not constitute Good Reason; (b) no action or event shall constitute a Good Reason if the Participant has acknowledged to the Company in writing that a Good Reason will not arise from that action or event; and (c) no action or event shall constitute a Good Reason unless (1) the Participant has given an objection notice to the Company thereof not more than 30 days after the action first was taken or the event first occurred, and (2) the Participant has resigned not less than ten business days after the objection notice has been given to the Company and not more than 90 days after the action first was taken or the event first occurred.

“Health & Welfare Benefits” means medical, dental, and life insurance benefits provided to a Participant, and to a Participant’s spouse and dependents, in which Participant was entitled to participate, whether or not Participant did participate.

“Known Unknown” has the meaning given in Section 7(C).

“Least Worst Action” has the meaning given in Section 6(B)(vi)(b).

“Legacy LT Award” means, in relation to any Change in Control, an LT Award granted to a Participant (i) prior to the Change in Control and (ii) not in contemplation or consideration of the Change in Control. For example, an LT Award of restricted stock units granted after a merger agreement is signed but before the merger closes, which vest only if the merger closes or only if certain merger-related goals are achieved, is not a Legacy LT Award.

“LT Award” means any stock or cash award under any Company plan or program, including, without limitation, restricted stock, restricted stock units, stock options, stock appreciation rights, and restricted cash units, in each whether or not associated with performance conditions or special retention initiatives, but excluding any bonus under a Bonus Plan other than a Retention Bonus.

“Mandatory Retirement,” for any Participant, means termination of the Participant’s employment as a result of mandatory retirement in accordance with a retirement policy of the Company or (as applicable) the Subsidiary that employs the Participant, which policy is generally applicable to the Participant and similarly situated officers, as in effect at the time of termination or, if applicable, immediately prior to a Change in Control.

“Normal Retirement Age” of a Participant means the normal or full retirement age used by the Company generally for its benefits plans and programs, as provided in Schedule A from time to time.

“Notice” has the meaning given in Section 10(J).

“Paid” has the meaning given in Section 4(H).

“Participant” means any Eligible Associate who is selected to, and agrees to, participate in the Plan in accordance with Section 3(A) and Section 3(C).

“Payment” means any payment, award, benefit, or distribution (or any acceleration of any payment, award, benefit, or distribution), whether pursuant the Plan or otherwise, by the Company Group, including by any Person with which the Company engages in a Change in Control transaction.

“Person” (other than in connection with the definition of Change in Control) means any individual, corporation, partnership, group, association, joint-stock company, limited liability company, trust, unincorporated organization, government or political subdivision thereof, or other entity.

“Plan” means this Executive Change in Control Severance Plan, as amended from time to time.

“Plan Administrator” means the Committee or any sub-committee of the Committee, and any officers or Associates authorized by the Committee or such sub-Committee from time to time to carry out one or more administrative functions related to the Plan.

“Post-CIC LT Award” means any LT Award other than a Legacy LT Award.

“Primary Regulator” has the meaning given in Section 10(B)(i).

“Pro Rata Annual Bonus” has the meaning given in Section 4(B).

“Protection Period” has the meaning given in Section 4(A)(iii).

“Qualifying Termination” means (i) the involuntary termination by the Company Group of a Participant’s employment with the Company Group, other than for Cause, death, or Disability, or (ii) the termination of a Participant’s employment with the Company Group by the Participant for Good Reason. Mandatory Retirement, as defined in the Plan, constitutes an involuntary termination by the Company Group for purposes of clause (i). The Company intends that any Qualifying Termination meet the requirements for a separation from service as defined in Treasury Regulation § 1.409A-1(h), and the Committee will interpret this definition consistently with that intention.

“Rabbi Trust” has the meaning given in Section 6(B)(i).

“Regulatory Requirement” has the meaning given in Section 10(B)(i).

“Retention Bonus” means a retention, service, or stay bonus that is primarily intended to encourage continued service and is unrelated, or substantially unrelated, to individual or business performance. To guide interpretation of this definition, Retention Bonuses may be, but rarely are, awarded in consecutive years; they need not be, but often are, associated with a project, a task, or a related timeline.

“Release” has the meaning given in Section 4(G).

“Release Effective Date,” for a Participant who executes and delivers a Release, means the date that the Participant’s Release first becomes fully effective, fully final, and fully non-cancelable by the Participant under all applicable federal, state, and local employment and other laws applicable to the Release.

“Release Execution Period” has the meaning given in Section 4(G).

“Subsidiary” means any Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company.

“Successor” has the meaning given in Section 10(G)(ii).

“Target Annual Bonus,” for a Participant in relation to any given year, means the target (100%) amount of bonus opportunity established for the Participant under the Participant’s Bonus Plan.

“Termination Date,” as to a Participant, means (i) the effective date on which the Participant’s employment with the Company Group terminates, or (ii) the date the Participant dies, if the Participant is employed by the Company Group at the time of death.

“Tier” has the meaning given in Section 3(A).

“Unvested,” in reference to any outstanding LT Award under any Company plan or program, refers to an LT Award that is then outstanding with conditions to payment or exercise still unfulfilled, in accordance with the terms and conditions of the Award.

SCHEDULE A

Company or Company Group’s current addresses (current at the time of this Schedule’s most recent updating), in accordance with Section 10(J), are as follows:

“Normal Retirement Age” is age 65 at the time of this Schedule’s most recent updating.