EX-10.4(F)






Exhibit 10.4(f)

[FHN LOGO]




NOTICE OF GRANT




Performance Stock Units




[Name of recipient]




You have been granted Performance Stock Units (PSUs) of First Horizon National Corporation as
follows:



	 	 	 	 	 	 	 
	Date of Grant:

	 	March 5, 2009
	 	Governing Plan:
	 	2003 Equity Compensation Plan
	Number of PSUs Granted*:

	 	 	 	Performance Periods:
	 	2009, 2010, 2011, 2012
	Vesting Dates of PSUs*:	 	50% of shares on each of March 5, 2012 and 2013, in each case subject to
delay or forfeiture if performance goals are not met as provided in this
Notice









 




			
	*	 	Award is subject to size, vesting, & other limitations mandated in connection with the
Troubled Asset Relief Program, to the extent applicable. Those limitations may cause a
reduction or cancellation of this award, a lengthening of vesting periods, and other adverse
effects.





     Your PSU award recognizes your leadership and performance within the organization. This
PSU award is granted under the Governing Plan specified above, and is governed by the terms and
conditions of that Plan and by policies, practices, and procedures (“Procedures”) of the
Compensation Committee (that administers the Plan) that are in effect from time to time during the
performance and vesting periods.



     
PSUs are not shares of stock and are not transferable. Each PSU that vests will result in one
share of FHNC common stock being issued to you, subject to withholding for taxes. Subject to
provisions of the Governing Plan, the Committee may choose to pay all or a portion of vested PSUs
in cash, based on the fair market value of vested shares on the vesting date.



     
PSUs that have not been forfeited prior to the vesting date will be paid based on the extent
to which the performance goals set forth below are achieved. The performance goal for the PSUs will
be achieved if FHNC achieves diluted normalized-provision pre-tax earnings per share (NPEPS) of
$___ for at least one of the fiscal years 2009, 2010, 2011, or 2012; however, if the performance
goal is achieved only for the year 2012 then none of the PSUs shall vest prior to the fourth
anniversary of the grant date. The Committee will make appropriate adjustments of accounting
numbers so that results are comparable across periods and will make final determinations of
performance achievement, all as provided or permitted in Committee resolutions and the Governing
Plan. For each year NPEPS will be calculated by replacing actual provision expense with “normal”
provision, as determined by the Committee. Adjustments will be made in measuring NPEPS using the
specific factors approved by the Committee for determining 2009 annual cash bonus awards under
FHNC’s 2002 Management Incentive Plan. PSUs that do not vest as a result of a failure to achieve
performance goals as determined by the Committee automatically are forfeited.


     
This PSU award also is subject to possible reduction or forfeiture in advance of vesting in
accordance with the Governing Plan and the Committee’s Procedures. As of the date of grant, those
Procedures provide (among other things) that: (a) forfeiture generally will occur immediately upon
termination of employment — you must remain continuously employed by FHNC or one of its
subsidiaries through the close of business on the applicable vesting date; but (b) if your
termination of employment occurs because of your death, permanent disability, or normal or approved
retirement, the PSUs will be partially forfeited in proportion to the part of the performance
period (the four-year overall period) during which you are not employed, as determined by the
Committee. The reduced PSUs will vest or not vest based on achievement of performance goals over
the entire performance period. Normal retirement occurs if you retire under our pension plan at or
after age 65; early retirement does not qualify as ‘normal’ unless the Committee expressly approves
normal retirement treatment for this award.


     
Your PSUs will accrue cash dividend equivalents, to the extent cash dividends are paid on
common shares prior to vesting. From the grant date until the vesting date, dividend equivalents
accumulate (without interest) as if each PSU were an outstanding share. To the extent that PSUs
vest, the accumulated dividend equivalents associated with vested PSUs will be paid in cash at
vesting or in the next payroll cycle. Dividend equivalents associated with forfeited PSUs likewise
are forfeited. Stock splits and stock dividends will result in a proportionate adjustment to the
number of PSUs as provided in the Plan.


     
Vesting is a taxable event for you. Your withholding and other taxes will depend upon FHNC’s
stock value on the vesting date and the amount of dividend equivalents paid to you. As of the date
of grant, the Committee’s Procedures provide that FHNC will withhold shares and cash at vesting in
the amount necessary to cover your required withholding taxes; however, the Procedures may be
changed at any time. You are not permitted to make any election in accordance with Section 83(b) of
the Internal Revenue Code of 1986, as amended, to include in your gross income for federal income
tax purposes the value of the PSUs this year. If you make a Section 83(b) election, it will result
in the forfeiture of your PSUs. FHNC reserves the right to defer payment of PSUs if that payment
would result in a loss of tax deductibility.



Questions about your PSU grant?




     Important information concerning the Governing Plan and this PSU award is contained in a
prospectus. Copies of the current prospectus (including all applicable supplements) are delivered
separately, and you may request a copy of the Plan or prospectus at any time. If you have questions
about your PSU grant or need a copy of the Governing Plan, the related prospectus, or the
Committee’s current administrative procedures, contact Fidelity Investment’s Executive Relationship
Officer at 800-823-0217 x511. For all your personal stock incentive information, you may view your
award and other information on Fidelity’s website at www.NetBenefits.com.



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