-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GYVrwCZgSNV0DioGn9E0r2il5olhixNGRb3GKc56dGOwIytR1iQ5f9DL2PL6RdY3 P8Y+piyiCPnupP1h45EywA== 0000950117-06-004335.txt : 20061024 0000950117-06-004335.hdr.sgml : 20061024 20061024132132 ACCESSION NUMBER: 0000950117-06-004335 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20061018 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061024 DATE AS OF CHANGE: 20061024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST HORIZON NATIONAL CORP CENTRAL INDEX KEY: 0000036966 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 620803242 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15185 FILM NUMBER: 061159653 BUSINESS ADDRESS: STREET 1: 165 MADISON AVENUE CITY: MEMPHIS STATE: TN ZIP: 38103 BUSINESS PHONE: 9018186232 MAIL ADDRESS: STREET 1: 165 MADISON AVENUE CITY: MEMPHIS STATE: TN ZIP: 38103 FORMER COMPANY: FORMER CONFORMED NAME: FIRST TENNESSEE NATIONAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST TENNESSEE BANKS INC DATE OF NAME CHANGE: 19600201 8-K 1 a44849.htm FIRST HORIZON NATIONAL CORPORATION

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) – October 18, 2006

FIRST HORIZON NATIONAL CORPORATION
(Exact Name of Registrant as Specified in Charter)


TENNESSEE	001-15185	62-0803242
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	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

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 (see General Instruction A.2. below):


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 1.01.	ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On October 18, 2006, the Board of Directors of the registrant and the Compensation Committee of the Board of Directors took certain actions which resulted in the amendment, grant, creation, or supplement of the following compensatory plans, agreements, or arrangements with certain executive officers and directors of the registrant.

LTIP Award.

A mid-year 2006 LTIP award was approved by the Compensation Committee to a newly hired executive officer (not named in the registrant’s 2006 proxy statement). The form used for mid-year LTIP awards is filed as an exhibit to this Report. The mid-year form differs from the ordinary 2006 LTIP form (previously filed) in Section 4.0, pertaining to the amount of PSUs granted and the grant date.

Retirement of Former Executive Officer.

In connection with the previously-announced retirement on December 31, 2006 of Jim L. Hughes, a former executive officer named in the registrant’s 2006 proxy statement, on October 18, 2006 the following was approved: a Limited Confidentiality and Non-Compete Agreement, which the registrant entered into with Mr. Hughes on October 19, 2006.

Among other things, the Agreement requires Mr. Hughes to refrain from competing with the registrant for a period of five years and from divulging confidential information, contains a release of the registrant, and contains certain non-solicitation and other covenants. The Agreement provides Mr. Hughes with certain revocation rights consistent with applicable law, upon the expiration of which the Agreement will be irrevocable. Under the Agreement, for a total of five years after his retirement, Mr. Hughes is entitled to receive external office space, equipment, and furnishings. In addition, Mr. Hughes is entitled to receive administrative assistant support during the five-year period. The Agreement states that the aggregate value of those benefits is approximately $100,000 per year.

The form of the Limited Confidentiality and Non-Compete Agreement is filed as an exhibit to this report.

Tax Withholding Feature related to Restricted Stock

On October 18, 2006, the Compensation Committee, exercising discretion given to it under the registrant’s shareholder-approved equity plans, required that shares of restricted stock be automatically withheld to the extent needed to pay required withholding taxes associated with the vesting of such shares. This administrative action will apply to all future vestings of restricted stock as to which taxes are required to be withheld.

Non-Employee Director Compensation.

On October 18, 2006, the Board approved the following changes to the compensation paid to non-employee directors for service on the Board:


	(1)	Directors are to receive annual grants of restricted stock units (“RSUs”) under the registrant’s shareholder-approved 2003 Equity Compensation Plan or any successor to that Plan.

	(2)	Director RSUs: generally will be granted annually in April one full trading day following the first-quarter earnings release (beginning in April 2007); will vest in about one year, on the second Monday in February following the grant; will be paid at vesting in shares of the registrant’s


		common stock only; will earn dividend equivalents that will cumulate and be paid in cash at vesting; and will carry no voting or other rights associated with actual stock.

	(3)	If a director leaves the Board before vesting, the registrant’s current practice for director restricted stock (forfeiture unless departure is due to death, disability, retirement, or change in control) will apply to RSUs.

	(4)	The number of director RSUs to be granted for any full-year grant will be determined by dividing $45,000 by the fair market value of the registrant’s common stock on the grant date.

	(5)	If a new director joins the Board other than at an annual meeting, he or she would be granted RSUs pro-rated for the number of quarters remaining until the next annual shareholder meeting, starting with that quarter in which the new director is appointed. For example, a new director appointed in October would receive two-fourths of the usual annual number of RSUs, granted in October one full trading day following the registrant’s earnings release and vesting the following year in February.

	(6)	Effective November 1, 2006, all outstanding dividend equivalent rights held by non-employee directors will be canceled.

	(7)	Effective November 1, 2006, all outstanding shares of unvested restricted stock held by non-employee directors and that will vest after 2007 will be canceled.

	(8)	Effective October 20, 2006, James A. Haslam, III was granted 600 shares of restricted stock under the registrant’s shareholder-approved 2003 Equity Compensation Plan. Those restricted shares will vest in April 2007, and are subject to the same terms and conditions as all other restricted stock awards previously granted to non-employee directors under the 2003 Equity Compensation Plan. Absent this one-time award, Mr. Haslam would have had only 200 restricted shares scheduled to vest in 2007. As a result of actions 7 and 8, each non-employee director will have 800 restricted shares vest during 2007 and no previously-granted restricted shares will vest thereafter.

The foregoing changes affect only non-employee directors of the registrant. The registrant’s Chairman of the Board and Chief Executive Officer does not receive any compensation affected by any of the changes described above.

The Board amended the “Compensation” section of the registrant’s Director Policy to conform to the foregoing actions. A copy of that section is filed herewith as an exhibit.


ITEM 5.03.	AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

(a) Amendment to Bylaws

(1) On October 18, 2006, the registrant’s Board of Directors amended ARTICLE TWO, Section 2.4 of the registrant’s Bylaws. The Bylaws were amended effective immediately. The amended and restated Bylaws are filed herewith as Exhibit 3.2.

(2) Section 2.4 pertains to the annual meeting of shareholders. The amendment changed the time of the annual meeting from 11:00 a.m. to 10:00 a.m. Memphis time on the date specified in Section 2.4.

Section 2.4 otherwise was not changed.


ITEM 9.01.	Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed herewith:


Exhibit #	Description


3.2	Bylaws of the registrant, as amended and restated October 18, 2006.

10.4(e)**	Form of Notice of 2006 LTIP award, used for mid-year awards, under the 2003 Equity Incentive Plan.

10.5(n)**	Sections of Director Policy pertaining to compensation and retirement.

10.19**	Form of Limited Confidentiality and Non-Compete Agreement with Mr. Jim L. Hughes.

** Management contract or compensatory arrangement.

Pursuant to Instruction B.4. to Form 8-K and applicable regulations and releases, forms of documents and descriptions of arrangements related to the foregoing matters reported under Item 1.01 will be filed as exhibits not later than the registrant’s annual report on Form 10-K applicable to the year ending December 31, 2006, except for exhibits filed with this Report. 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.

In Exhibit 10.19, each party makes representations and warranties to other parties. Those representations and warranties are made only to and for the benefit of those other parties in the context of a business contract. They are subject to contractual materiality standards. Exceptions to such representations and warranties may be partially or fully waived by such parties in their discretion. No such representation or warranty may be relied upon by any other person for any purpose.

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

Date: October 24, 2006	By: /s/ MARLIN L. MOSBY III

	Name: Marlin L. Mosby III
	Title: Executive Vice President and Chief Financial Officer

EXHIBIT INDEX


Exhibit #	Description


3.2	Bylaws of the registrant, as amended and restated October 18, 2006.

10.4(e)**	Form of Notice of 2006 LTIP award, used for mid-year awards, under the 2003 Equity Incentive Plan.

10.5(n)**	Sections of Director Policy pertaining to compensation and retirement.

10.19**	Form of Limited Confidentiality and Non-Compete Agreement with Mr. Jim L. Hughes.

** Management contract or compensatory arrangement.

EX-3 2 ex3-2.htm EXHIBIT 3.2

BYLAWS OF
FIRST HORIZON NATIONAL CORPORATION
(As Amended and Restated October 18, 2006)

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, by plurality vote, directors to succeed directors in the class of directors whose term expires at the meeting and directors elected by the Board of Directors to fill vacancies in other classes of directors 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 [eleven prior to April 18, 2006] 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 third 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.

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. The directors of any class of directors 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.

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, other than the Chairman of the Board, 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 may delegate to a 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 Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer, 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 may delegate to the officers appointed to the Corporation’s personnel committee, acting as a committee, the authority to appoint persons to any offices of the Corporation of the level of Vice President and below annually at the personnel committee meeting following the annual meeting of shareholders and to appoint persons to any office of the Corporation of the level of Executive Vice President and below during the period of time between the annual appointment of officers by the Board of Directors or pursuant to this section 4.2 of the Bylaws; provided, however, that the Board of Directors may not delegate such authority with respect to those offices to which a 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, by the committee appointing such 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) 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, then 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, such committee or any other committee which could appoint such officer pursuant to Section 4.2 of these Bylaws) may deem sufficient, the Board of Directors (or committee, 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 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the shareholders and of 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 office 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.

4.9 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. 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.

4.10 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. 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, the Chairman of the Board, or the Chief Executive Officer.

4.11 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 Chairman of the Board, the Chief Executive Officer, or the President.

4.12 Vice Chairmen. Vice Chairmen shall perform such duties and exercise such powers as may be prescribed by the Board of Directors, the Chairman of the Board, or the Chief Executive Officer.

4.13 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, the Chairman of the Board, or the Chief Executive Officer.

4.14 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, the Chairman of the Board, or the Chief Executive Officer.

4.15 General Counsel. The General Counsel 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, the Chairman of the Board, or the Chief Executive Officer.

4.16 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, the Chairman of the Board, or the Chief Executive Officer.

4.17 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, the Chairman of the Board, or the Chief Executive Officer.

4.18 Business Segment Presidents and Business Segment Chief Operating Officers. Each officer of the Corporation who is 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 Chairman of the Board, the Chief Executive Officer, the President, or the Chief Operating Officer. For this purpose, a business line, division, segment, or group is substantial if 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.

4.19 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 personnel committee, the Chairman of the Board, the Chief Executive Officer, the President, or the Chief Operating Officer.

4.20 Secretary. 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, the Chairman of the Board, 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 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, Chairman of the Board or the Chief Executive Officer shall prescribe.

4.21 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 Chairman of the Board, 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 Chairman of the Board, 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 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 Chairman of the Board, or the Chief Executive Officer shall prescribe.

4.22 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.

4.23 Controller. The Controller shall be the principal accounting officer of the Corporation. The Controller 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 Chairman of the Board, the Chief Executive Officer or the President. In the absence or disability of the Controller, the Assistant Controller shall perform all the duties and exercise all powers of the Controller and shall perform such duties as the Board of Directors or the Chairman of the Board or the Chief Executive Officer shall prescribe.

4.24 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 personnel committee, the Chairman of the Board, the Chief Executive Officer, the President, or the Chief Operating Officer.

4.25 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 Chairman of the Board or 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, the Board of Directors may authorize the issuance of some or all of the shares of any class without certificates. The Corporation shall send to each shareholder to whom such 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 sixty-eight (68) 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 a minimum of two three-year terms.

	(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.

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 5.1 of these Bylaws (with respect to signatures on certificates representing shares of stock of the Corporation), the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, any Vice Chairman, 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 Controller, 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. Unless otherwise required by law, the signature of the Secretary on any document may be a facsimile.

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: Chairman of the Board, Chief Executive Officer, President, the Chief Operating Officer, any Vice Chairman, 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, Controller, 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.

EX-10 3 ex10-4e.htm EXHIBIT 10.4(E)

Exhibit 10.4(e)

NOTICE OF
2006 LONG-TERM INCENTIVE PLAN AWARD (“2006 LTIP AWARD”)
UNDER 2003 EQUITY COMPENSATION PLAN
(MID-YEAR)


1.0	OBJECTIVE:

	The purpose of the Long-Term Incentive Plan Award (“LTIP”) pursuant to Section 8 of the First Horizon National Corporation’s 2003 Equity Compensation Plan (the “Plan”) is to provide motivation for key executives to achieve the Company’s strategic objectives and ensure incentive rewards and performance are linked to shareholder value.

2.0	LTIP PERFORMANCE PERIOD:

	The LTIP performance period for the award will be the Company’s three fiscal years beginning January 1, 2006 and ending December 31, 2008 (the “2006-08 Performance Period”).

3.0	ELIGIBILITY:


	•	Eligibility for executive officers who are subject to Section 16 (as defined in the Plan) or who are Covered Officers (as defined in the Plan) is approved annually by the Compensation Committee (“Committee”).

	•	Eligibility for all other executives is approved annually by the CEO.


4.0	AWARD:


	[The registrant generally uses one of two alternatives, shown below, for mid-year grants. Variations may be used, but each variation has substantially the same meaning as one of the following:]

	[Alternative #1]: 2006 LTIP Awards will be granted effective [date selected by Compensation Committee] in Performance Share Units using the following formula: The number of units awarded to each Participant will be equal to [dollar amount specified by Compensation Committee] divided by the Fair Market Value of one share of the Company’s common stock on [date specified by the Compensation Committee] to determine the number of Units. Awards will be rounded to the nearest whole Unit. Units will not earn dividends during the Performance Period.

	[Alternative #2]: 2006 LTIP Awards will be granted effective [date selected by Compensation Committee] for [number specified by the Compensation Committee] Performance Share Units. Units will not earn dividends during the Performance Period.


5.0	DETERMINATION OF INDIVIDUAL PARTICIPANT’S EARNED AWARD AND PAYMENT OF AWARD:

	The number of Units which are earned (vest) following the end of each Performance Period will be determined by the Committee based on the following measurement criteria:

	Subject to the Committee’s negative discretion as provided herein, 100% of the Units will vest if average annual EPS equals or exceeds $_____ per share.

	•	The Compensation Committee may use negative discretion to reduce the award based on EPS growth during the performance period. A basis for reducing the award may be competitive EPS growth results for the Performance Period relative to the “Top 30 Banks” as identified by American Banker at the beginning of the Performance Period (the “Peer Group”) as follows (results in between the percentiles shown will be interpolated):


EPS Growth Percentile	Percentage of Units Vesting

_____		100%
_____		67%
_____		33%
Below _____		Committee Discretion


	The following adjustments may be made to evaluate performance subject to Compensation Committee negative discretion to determine final awards:

	-	One-time acquisition costs will be excluded.

	-	Material nonrecurring non-operating items (positive or negative) as required under accounting rules or by our auditors to be listed and discussed in company financial statements will be excluded.

•	The number of Units earned (vested) may be reduced by the Committee in its discretion in order to more accurately reflect the Company’s total performance. In determining the amount, if any, by which the number of Units will be reduced, the Committee may consider measures such as the following:


Factor		Guideline

Rating Agencies		______
Regulatory		______
Capitalization		______
Governance		______


	•	Notwithstanding the Company’s achievement of the above criteria, the Committee shall have complete discretion to further reduce the number of Units earned (vested), including payment of no award.


	•	Vested Units will be paid in cash in an amount equal to the Fair Market Value on the vesting date (or on any other valuation date, after the Performance Period, that is selected by the Committee) of one share of the Company’s common stock for each vested Unit. Vesting does not occur until and unless the Committee has exercised, or has determined not to exercise, its discretion as provided herein.


6.0	FAIR MARKET VALUE OF SHARES

	The Fair Market Value of each share of Company common stock shall mean, as of any date, (i) the mean between the high and low sales prices at which shares were sold on the New York Stock Exchange, or, if the shares are not listed on the New York Stock Exchange, on any other such exchange or quotation system on which the shares are primarily traded or quoted, on such date, or in the absence of reported sales on such date, the mean between the high and low sales prices on the immediately preceding date on which sales were reported, or (ii) in the absence of such sales prices for the shares on either of such dates, the fair market value as determined in good faith by the Committee in its sole discretion.

7.0	TERMINATION OF EMPLOYMENT AND FORFEITURE OF AWARD:

	Except as may otherwise be determined by the Committee, in the event that the Participant’s employment with the Company (including its subsidiaries) terminates for any reason prior to the end of the Performance Period, the 2006 LTIP Award shall be forfeited, and neither the Participant, nor any successor, heir, assign or personal representative of the Participant, shall have any further right to or interest in the 2006 LTIP Award. Notwithstanding anything herein to the contrary, if a Change in Control (as defined in Section 8.0) occurs and if, prior to the date on which the Change in Control occurs, the Participant’s employment with the Company is terminated or the Participant is reassigned to a position which in the opinion of the Committee reduces the Participant’s ability to make an impact upon the profitability of the Company through his/her decisions, actions and counsel and if it is reasonably demonstrated by the Participant that such termination of employment or reassignment of position (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or in anticipation of a Change in Control, then for all purposes of this Notice the 2006 LTIP Award shall not be forfeited by the Participant to the Company upon such termination or reassignment, and the amount of the 2006 LTIP Award shall be determined by the Committee as described in Section 8.0 below and shall vest and be payable immediately upon the Change in Control.

8.0	CHANGE IN CONTROL:

	Notwithstanding anything herein to the contrary, upon a Change in Control, the Committee shall determine the amount of the 2006 LTIP Award in the manner set

forth in this Section 8.0 (the “CIC LTIP Award”). The CIC LTIP Award shall equal the maximum potential 2006 LTIP Award, prorated to reflect the percentage of the Performance Period that has elapsed between the beginning of the Performance Period and the date of the Change in Control. The CIC LTIP Award shall vest and be immediately payable upon a Change in Control. A “Change in Control” means the occurrence of any one of the following events.


	(i)	individuals who, on January 21, 1997, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to January 21, 1997, whose election or nomination for election was approved by a vote of at least three-fourths (3/4) of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual elected or nominated as a director of the Company initially as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

	(ii)	any “Person” (for purposes of this definition only, as defined under Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as used in Section 13(d) or Section 14(d) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”) provided, however, that the event described in this paragraph (ii) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Company or any entity in which the Company directly or indirectly beneficially owns more than 50% of the voting securities or interest (a “Subsidiary”), (B) by an employee stock ownership or employee benefit plan or trust sponsored or maintained by the Company or any Subsidiary, (C) by any underwriter temporarily holding securities pursuant to an offering of such securities, or (D) pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii);

	(iii)	the shareholders of the Company approve a merger, consolidation, share exchange or similar form of corporate transaction involving the Company or any of its Subsidiaries that requires the approval of the Company’s shareholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination: (A) more than 50% of the total voting power of (x) the corporation resulting from such Business Combination (the “Surviving Corporation”), or (y) if applicable, the ultimate parent corporation that


		directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented by Company Voting Securities that were outstanding immediately prior to the consummation of such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Business Combination, (B) no Person (other than any employee benefit plan sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (C) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or

	(iv)	the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or a sale of all or substantially all of the Company’s assets.

	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.

9.0	EFFECT ON EMPLOYMENT:

	Nothing contained in the LTIP or the Plan shall confer upon the Participant the right to continue in the employment of the Company (including its subsidiaries) or affect any right that the Company (including its subsidiaries) may have to terminate the employment of the Participant.


10.0	AMENDMENT:

	The 2006 LTIP Awards may not be amended except with the consent of the Committee.

11.0	WITHHOLDING:

	The Company shall have the right to withhold cash in respect of vested Units otherwise payable to the Participant in an amount sufficient to satisfy any federal, state or local withholding tax requirements prior to payment of the net amount to the Participant.

EX-10 4 ex10-5n.htm EXHIBIT 10.5(N)

EXHIBIT 10.5(n)

SECTIONS OF DIRECTOR POLICY
PERTAINING TO COMPENSATION AND RETIREMENT

This exhibit sets forth excerpts from the Director Policy of First Horizon National Corporation of all sections in that Policy pertaining to compensation and retirement of directors. Other sections of the Policy have been omitted.


I.	STATEMENT OF POLICY

Compensation


	Annual Retainer	Daily Board Attendance Fee	Daily Audit Committee Attendance Fee	Daily Attendance Fee—All Other Committees


FHNC and FTB (jointly)	$45,000	$2,000	$2,000	$1,500

Chairman, Audit Committee			$5,000 (inclusive of attendance fees)

Chairman, Compensation Committee				$4,000 (inclusive of attendance fees)

Chairman, Nominating and Corporate Governance Committee				$4,000 (inclusive of attendance fees)

Chairman, Trust Committee				$4,000 (inclusive of attendance fees)

Unless payment is deferred under a duly adopted Company plan or agreement, the annual retainer will be paid quarterly in advance, and the attendance fees will be paid following the meeting. Directors are permitted to elect to defer into an interest-accruing account or the First Horizon National Corporation Non-Qualified Deferred Compensation Plan or any other duly adopted deferral plan, now existing or hereafter approved.

EX-1

In addition to retainer and attendance fees, non-employee directors will receive an annual award of restricted stock units (“RSUs”) under the Company’s 2003 Equity Compensation Plan, or any duly adopted successor plan. Director RSUs: generally will be granted annually in April on the first trading day which begins after the first trading-day session that follows the release of quarterly earnings for the first quarter; will vest on the second Monday in February following the grant; will be paid at vesting in shares of the Company’s common stock only; will earn dividend equivalents that will cumulate and be paid in cash at vesting; and will carry no voting or other rights associated with actual stock. When vesting occurs, shares will be delivered reasonably promptly thereafter but in no event later than March 14 following the vesting date. If a director leaves the Board before vesting, the RSUs will be forfeited unless the departure is due to death, disability, retirement, or change in control. The number of director RSUs to be granted for any full-year grant will be determined by dividing $45,000 by the fair market value of the Company’s common stock on the grant date. If a new non-employee director joins the Board other than at an annual meeting, he or she would be granted RSUs pro-rated for the number of quarters remaining until the next annual shareholder meeting, starting with that quarter in which the new director is appointed. For example, a new non-employee director appointed in October would receive two-fourths of the usual annual number of RSUs, granted in October one full business day following the registrant’s earnings release and vesting the following year in February.

For purposes of non-employee director equity-based awards: “disability” means total and permanent disability; “retirement” means any termination, not caused by death or disability, after the attainment of age 65 or ten years of service as a director of the Company; and, “fair market value” and “change in control” have the meanings given in the plan under which the award was granted.

The foregoing equity-based awards are to be made automatically without further action by the Board. However, in a particular case or circumstance, the Board may change or make specific exceptions to any equity award otherwise called for above. Directors may receive such other awards under the Company’s 2003 Equity Compensation Plan, or any duly adopted successor plan, as may be approved by the Board. Perquisites and other benefits for non-employee directors are to be provided or paid as approved by the Board.

Inside directors will receive no compensation for board or committee membership, committee chairmanship or attendance.

Retirement

Directors of FHNC or FTB shall be retired from the Board of Directors in accordance with the applicable provisions of the Bylaws of FHNC or FTB as in effect on the date hereof and as they may be amended from time to time.


II.	IMPLEMENTATION OF POLICY

This policy shall be implemented by the Chairman of the Board in cooperation with the Nominating and Corporate Governance Committee of the Board of Directors of FHNC and FTB.

EX-2

The Chairman of the Board may adopt appropriate interpretations and procedures to assist in implementation of this Policy.


III.	DELEGATION OF AUTHORITY

The Chairman of the Board is delegated the authority to make exceptions to any provision of this policy except the provisions dealing with compensation and retirement. The Nominating and Corporate Governance Committee is delegated the authority to make exceptions to any provision of this policy except the provision dealing with retirement. Any exception to this policy shall be reported to the Board at its next regularly scheduled meeting.

EX-3

EX-10 5 ex10-19.htm EXHIBIT 10.19

EXHIBIT 10.19

LIMITED CONFIDENTIALITY AND NON-COMPETE AGREEMENT

This AGREEMENT is by and between First Horizon National Corporation, FTN Financial, and any and all of their predecessors, successors, assigns, subsidiaries, parents, affiliates and their respective directors, officers, employees, agents, attorneys and representatives, past, present or future (“the Company”) and Jim L. Hughes (“Hughes”).

WHERE AS, Hughes has served as President of FTN Financial, a subsidiary of First Horizon National Corporation, and

WHEREAS, the Company and Hughes deem it desirable to execute a written document setting forth certain agreements to become effective as of the date of Hughes’s anticipated retirement from the Company,

NOW THEREFORE, in consideration of the promises and mutual obligations set forth in this Agreement, the Company and Hughes agree as follows:


I.	Consideration.

	Beginning January 1, 2007, and for a period of up to five (5) years thereafter, at Hughes’s sole option, the Company will provide office space, an administrative assistant paid by the Company, equipment, and supplies for Hughes in an amount valued at approximately $100,000 annually, and to total no more than $500,000 over the five (5) year period in the event that Hughes opts to utilize the office and services for the full five (5) year period. Subject only to the partial limitations concerning the selection of office space stated below, Hughes shall have sole and complete authority and discretion with respect to the implementation and utilization of the benefits provided by the Company to Hughes under this paragraph I of this Agreement. This office space will initially be located in the building on Crossover Lane where Hughes’s current office is located, and may be relocated to another building (exclusive of any building containing a competitor of the Company) after 90 days at the sole discretion of the then President of FTN Financial. Hughes and the Company acknowledge that, prior to this Agreement, the Company was under no duty or obligation to provide this consideration to Hughes, and that, pursuant to this Agreement, the Company shall provide this consideration to Hughes in exchange for Hughes’s agreement to be bound by all of the provisions contained in this Limited Confidentiality and Non-Compete Agreement.

II.	Limited Release and Waiver.

	Except as described below, and except for the Company’s obligations to Hughes under this Agreement, in consideration of the benefits described in Section I above, and other good and valuable consideration, the receipt and sufficiency of which Hughes acknowledges by his signature on this Agreement, Hughes does, for himself, his heirs, personal representatives, agents and assigns, fully, absolutely, and unconditionally hereby release the Company from any and all claims, demands, liabilities, causes of action, and fees (including attorneys’ fees), whether known or unknown, up to the


	time that Hughes signs this Agreement, that could be the subject of a lawsuit, including, but not limited to, those arising out of or in any way related to Hughes’s employment and/or resignation from employment by the Company. Hughes acknowledges that the released and waived claims include, but are not limited to, those arising out of or related to the Age Discrimination in Employment Act of 1967, Title VII of the Civil Rights Act of 1864, the Civil Rights Act of 1866 and 1871, the Americans with Disabilities Act of 1990, the Tennessee Human Rights Act, the Family and Medical Leave Act of 1993, and the Employee Retirement Income Security Act of 1974, all as amended, as well as claims of negligence, tort, breach of contract, or those arising under any other federal or state or local statute, ordinance, regulation, or common law. Nothing in this Agreement will operate to waive or release any claim, etc. that arises only after the signing of this Agreement. Notwithstanding the foregoing, nothing in this Agreement shall operate or be construed to release, waive, relinquish, modify, or diminish, in any way, Hughes’s rights and claims to receive from the Company the specified compensation, stock, and benefits, and any other compensation, stock, and benefits to which Hughes is entitled under any agreement, under the terms of his employment by the Company or by operation of law except as set forth above, all of which compensation, stock, and benefits the Company hereby expressly acknowledges and agrees that Hughes is entitled to receive, and that the Company shall pay, convey, grant, or provide to Hughes.

III.	Limited Confidentiality and Non-Disclosure.

	Except as stated below, in order to protect the legitimate interests of the Company, Hughes agrees that he will not disclose to any other persons or entities, directly or indirectly, any proprietary information relating to the Company’s business and/or financial plans or other confidential business information and/or trade secrets of the Company which Hughes received or to which Hughes was given access during his employment with the Company.

	However, with the concurrence of the President of FTN Financial, this obligation of confidentiality and non-disclosure shall not apply to mutually agreed statements concerning the existence, subject matter, content, or substance of this Agreement, nor shall it apply to Hughes’s disclosure of information to attorneys and/or financial or tax consultants from whom Hughes seeks advice.

	If the confidentiality provisions of this Agreement are violated by Hughes or someone to whom Hughes discloses confidential information, then Hughes will be responsible for all reasonable enforcement costs, including, but not limited to, actual and reasonable attorney’s fees.

	Notwithstanding any other provisions of this Agreement, Hughes understands that nothing in this Agreement, including the remedy provisions for any breach by Hughes, will apply to any action brought by him to challenge the validity of this Agreement in a legal proceeding under the Older Workers Benefit Protection Act with respect to claims under the Age Discrimination in Employment Act.


IV.	Effect of Hughes’s Voluntary Termination From Employment.

	Hughes acknowledges and agrees that as the result of his voluntary decision to retire and the Company’s agreement to accept his decision to retire, employment with the Company will cease as of December 31, 2006, the effective date of his retirement. Hughes understands and agrees that he will not in the future seek, and will not be eligible for, re-employment by the Company, and Hughes agrees that he is to be permanently removed from the Company’s employment force. Notwithstanding the foregoing, Hughes agrees that, as requested by the President of FTN Financial, he will fully cooperate with the Company with respect to any matter in which he was involved during his employment, including, but not limited to, providing truthful information and testimony, provided that the Company shall reimburse Hughes for all of his actual and reasonable expenses incurred in providing such cooperation to the Company.


V.	Limited Non-Solicitation and Non-Compete Provisions.

	A.	Limited Non-Solicitation of Employees. For a period of five (5) years following the effective date of Hughes’s retirement, Hughes agrees that, except as stated below, he will not, either on his own behalf or on behalf of any other person or entity, in any manner, directly or indirectly solicit, hire or encourage any person who is then an employee of the Company to leave the employment of the Company; provided, however, that the Company hereby expressly acknowledges and agrees that Hughes may, pursuant to the provisions of paragraph I of this Agreement, utilize the services of Jennifer Russell, Hughes’ administrative assistant employed by the Company and her successor(s) in that position.

	B.	Non-Solicitation of Customers. For a period of five (5) years following the effective date of Hughes’s retirement, Hughes agrees that he will not, either on his own behalf or on behalf of any other person or entity, directly or indirectly, solicit or contact in any manner any person or entity who is a Customer of the Company at the time of such solicitation or contact, with the intent of providing any financial service or product competitive with any financial service or product which is then provided by the Company. “Customer” refers to any person or entity with whom Hughes had actual contact while employed by the Company and any person or entity about whom Hughes had knowledge by virtue of his employment with the Company beyond that available to the general public.

	C.	Non-Compete. For a period of five (5) years following the effective date of Hughes’s retirement, Hughes agrees that he will not, in any manner, directly or indirectly, compete with the Company or any and all of its subsidiaries, parents or affiliates by accepting employment from or having any other relationship with (including, without limitation, through owning, managing, operating, controlling or consulting) a financial services business, or any affiliate thereof, which provides any service or product that, to Hughes’s knowledge, is provided or proposed to be provided by the Company, and which has a business location within fifty (50) miles of any business location of the Company.

	D.	Non-Disparagement. Hughes agrees that he will not participate in, assist in, or encourage any activity or efforts to damage the business or personal reputations of


		the Company or its employees or their relationships with customers, business partners, or other individuals or entities.

	E.	Acknowledgement. Hughes acknowledges that as President of FTN Financial, he has had access to information concerning the business of the Company (including, but not limited to, business plans, studies, and strategies; financial data and budgets; personnel information and training materials; customer lists, files, applications, and anticipated customer requirements; and computer software and programs of the Company). Therefore, Hughes acknowledges and agrees that the restrictions set forth in Paragraphs A, B, C, and D of this Section are reasonable and necessary for the protection of the Company business and goodwill. Hughes further agrees that if he breaches or threatens to breach any of his obligations contained in Paragraphs A, B, C, and D of this Section, the Company, in addition to any other remedies available to it under the law, may obtain specific performance and/or injunctive relief against Hughes to prevent such continued or threatened breach. Hughes also acknowledges and agrees that the Company shall be reimbursed by him for all actual and reasonable attorneys’ fees and costs incurred by it in enforcing any of its rights or remedies under Paragraphs A, B, C, and D of this Section.

VI.	Return of Documents, Materials or Property.
	Hughes acknowledges and confirms, by his signature, that he has returned to the Company any and all documents and materials belonging to it, as well as any other property which belongs to it, and that no such documents or materials or property have been retained by Hughes, except as may be authorized by the Company under the provisions of paragraphs I and IV of this Agreement.

VII.	Applicable Law.

	This Agreement shall be governed in all respects by the laws of the State of Tennessee without giving effect to the conflicts of laws principles thereof.

VIII.	Successors; Binding Agreement.

	The Company’s rights and obligations under this Agreement shall inure to the benefit of and shall be binding upon the Company’s successors and assigns. Hughes’s rights and obligations under this Agreement are personal and may not be assigned to any other person or entity.

IX.	Integration.

	Except as stated below, the Company and Hughes agree that to the extent that any provision of this Agreement conflicts with any prior agreement between the Company and Hughes concerning the subject matter of this Agreement, however titled, the terms of this Agreement shall prevail. All other provisions contained in any prior Agreement, specifically including all provisions of the Directors and Executives Deferred Compensation Plan applicable to Hughes, will remain enforceable and will supplement this Agreement. In no event shall this Agreement take precedence over, override, negate, void, alter, amend, modify, or diminish, in any way, any agreement between the Company and Hughes, or any obligation of the Company to Hughes, with respect to compensation, stock, or benefits to which Hughes is entitled.


X.	Severability.

	Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

XI.	Drafting.

	This Agreement is a product of negotiations between the parties and in construing the provisions of this Agreement, no inference or presumption shall be drawn against either party on the basis of which party or their attorneys drafted this Agreement.

XII.	Counterparts.

	This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement.

XIII.	Captions.

	The captions to the various paragraphs of this Agreement are for convenience only and are not part of this Agreement.

XIV.	Knowing and Voluntary Execution.

	Hughes acknowledges that he has at least twenty-one (21) calendar days in which to consider this Agreement to ensure that his execution of this Agreement is knowing and voluntary. In signing below, Hughes expressly acknowledges that he has been afforded at least twenty-one (21) days to consider this Agreement, and that his execution of same is with full knowledge of the consequences thereof and is of his own free will. By signing on the date below, if less than twenty-one (21) days, Hughes voluntarily elects to forego waiting twenty-one (21) full days. Hughes agrees that any change, material or immaterial, to the terms of this agreement does not restart the running of the twenty-one (21) day period.

XV.	Right of Revocation.

	Hughes agrees and recognizes that, for a period of seven (7) calendar days following his execution of this Agreement, he may revoke and nullify this Agreement by providing written notice of revocation within this seven (7) day period to Mark Medford at 845 Crossover Lane, Suite 150, Memphis, Tennessee 38117. Hughes further acknowledges that any revocation of this Agreement must be exercised, if at all, within seven (7) days of the date of his signature. This Agreement will not become effective or enforceable until the expiration of the foregoing seven (7) day period.

I HAVE READ THE FOREGOING SETTLEMENT AGREEMENT, HAVE HAD A REASONABLE AND ADEQUATE OPPORTUNITY TO REVIEW IT, HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY OF MY CHOICE BEFORE SIGNING IT, AND I FULLY UNDERSTAND THE MEANING AND INTENT OF THIS AGREEMENT, AND I VOLUNTARILY SIGN THE SAME AS MY OWN FREE ACT.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date signed by the last party affixing its/his signature below.


	FIRST HORIZON NATIONAL CORPORATION

	By:


	Date:


	FTN FINANCIAL

	By:


	Date:


	JIM L. HUGHES


	Date:

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