exv10w5xjy









EXHIBIT 10.5(j)




SECTIONS OF DIRECTOR POLICY

PERTAINING TO COMPENSATION




(As amended October 19, 2010)


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










I. STATEMENT OF POLICY




* * * * *



Compensation




          In addition to the other compensation set forth in this section, outside directors will
receive the cash compensation set forth in the table below for their service as a director.
Outside directors are not separately compensated for Bank Board or Bank committee meetings except
for those infrequent meetings that do not occur jointly. Inside directors will receive no
compensation for board or committee membership, committee chairmanship or attendance.



	 	 	 	 	 

	Annual Retainer
	 	$	45,000	 
	Daily Board Attendance Fee
	 	$	2,000	 
	Daily Committee Attendance Fees (non- chairperson
committee members)
	 	 	 	 
	Audit
	 	$	2,000	 
	All Other Committees
	 	$	1,500	 
	Daily Committee Attendance Fees (committee chairpersons)
	 	 	 	 
	Audit and Credit Policy & Executive
	 	$	5,000	 
	All Other Committees
	 	$	4,000	 
	Outside Chairman of the Board*
	 	 	 	 
	Additional Annual Retainer
	 	$	125,000	 








 




			
	*	 	An outside Chairman of the Board will receive the retainer shown above for the outside
Chairman of the Board in addition to the $45,000 annual Board retainer, the daily Board attendance
fee, and the grant of restricted stock units (as set forth below) and will receive the daily Credit
Policy & Executive Committee attendance fee but will not receive any other committee 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.



          To improve the directors’ knowledge and understanding of FHNC and FTB and their markets,
customers and officers and to enhance each director’s service as a director of FHNC, FHNC’s
non-employee directors are encouraged to become, where practicable, members of one of FTB’s
Regional Boards. A director who becomes a member of a Regional Board shall not be compensated as a
member of the Regional Board but shall receive attendance fees for attendance at Regional Board
meetings (at the same rate as is paid for other Regional Board members, not to exceed $500 per
meeting) as part of his or her FHNC director compensation. Such director shall report back to the
FHNC Board regarding his or her attendance at Regional Board meetings. Membership by an FHNC
director on a Regional Board is deemed by FHNC’s Board of Directors to be part of the FHNC
director’s service as a director of FHNC.



          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 FHNC’s
earnings release and vesting the following year in February.



          From 2007 through March 2011, RSU grants will be phased in for each director holding pre-2007
unvested restricted shares on a pro-rata basis as his or her outstanding restricted shares vest. As
a result of the phase-in during this period, each director will have one of the following occur
each year: 800 restricted shares will vest; or, a full grant of RSUs will vest; or, a combination
of restricted shares (less than 800) and RSUs (less than 100%) will vest. For purposes of this
paragraph, “800 restricted shares” and other similar references mean the applicable number of
shares before making any adjustment for quarterly dividends
paid in shares of common stock. Beginning in April 2011, RSUs will be granted without regard
to unvested restricted shares held.













 





          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.



* * * * *




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. 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.