Exhibit 10.1


 



November 3, 2019


 


Mr. D. Bryan Jordan


At the address on file with the Company


 


Dear Bryan:


 


This letter (this
“Letter Agreement”) memorializes our recent discussions regarding the terms of your continued employment with
First Horizon National Corporation (together with its affiliates, the “Company)” following the completion of
the merger (the “Merger”) contemplated by the Agreement and Plan of Merger between IBERIABANK Corporation and
the Company, dated as of November 3, 2019 (the “Merger Agreement”). We look forward to your continued leadership.


 


1.
Effectiveness, Your Current Agreement and Definitions


 


This Letter Agreement
supplements your Change in Control Severance Agreement with the Company, dated May 8, 2007 (the “CIC Agreement”),
which will otherwise remain in full force and effect in accordance with its current terms. Capitalized terms used but not defined
in this Letter Agreement are used with the meanings ascribed to them in the Merger Agreement. If your employment with the Company
terminates for any reason before the Closing Date or the Merger Agreement is terminated before the closing of the Merger, this
Letter Agreement will automatically terminate and be of no further force or effect and neither of the parties will have any obligations
hereunder.


 


2.
Position


 


Following the Closing
Date, you will continue to serve as the Company’s President and Chief Executive Officer, reporting directly and only to the
Company’s Board of Directors (the “Board”). In addition, you will continue to serve as Chief Executive
Officer of the First Horizon Bank (the “Bank”). During your service as Chief Executive Officer, the Board will
continue to nominate you to the Board and you will continue to serve on the Bank Board. On the Closing Date, you will resign as
Chairman of the Board and of the Bank Board, and Daryl G. Byrd will be appointed as Executive Chairman of the Board and of the
Bank Board. For purposes of clarity, the Executive Chairman will also report directly and only to the Board, and other senior executives
of the Company will report directly to you or to your designee.


 


On the Chairman
Succession Date, Mr. Byrd will cease to be Executive Chairman and become a Special Advisor to you, and you will be reappointed
as Chairman of the Board and of the Bank Board. No further action is required by you to make the transitions and resignations provided
for in this paragraph or the immediately preceding paragraph effective, but you agree to execute any documentation the Company
reasonably requests at the time to confirm it.



    	 



    	



    

3.
Pre-Existing Entitlements


 


You and the Company
acknowledge that the Merger constitutes a “Change in Control” under your CIC Agreement and that your CIC Agreement
will continue in effect for a period of 36 months after the Closing Date. Accordingly, the Company acknowledges that if your employment
is terminated (a) by the Company other than for Cause, Disability or Retirement or (b) by you for Good Reason (each as defined
in the CIC Agreement, and with respect to Good Reason, as modified below) during the 36 month period immediately following the
Closing Date, you will be entitled to receive the severance, accelerated vesting of all unvested and outstanding equity awards
and other benefits under Section 5(iv) of your CIC Agreement, subject to the terms and conditions of the CIC Agreement.


 


In addition, you
will continue to be eligible for insurance coverage under the Company’s directors’ and officers’ liability insurance
policy on substantially the same terms as such coverage is provided to the Company’s other directors and executive officers,
including pursuant to Section 6.7 of the Merger Agreement.


 


4.
Acknowledgements


 


You acknowledge
and agree that you will not have “Good Reason” under the CIC Agreement solely as a result of (a) the closing of the
Merger or the assignment to the Executive Chairman of the Company of the duties and responsibilities specified in paragraph 1 of
the Executive Chairman’s Letter Agreement with the Company, dated as of November 3, 2019, or (b) your resignation as Chairman
of the Board and of the Bank Board upon the closing of the Merger. In addition, the definition of “Good Reason” in
your CIC Agreement will be amended to include as clause (G) the following: “any change in your titles or positions from those
contemplated in the Letter Agreement between you and the Company, dated as of November 3, 2019 (the “Letter Agreement”),
or the failure of the Company to reappoint you as Chairman of the Board or of the Bank Board to reappoint you as Chairman of the
Bank Board, each on the Chairman Succession Date as contemplated by paragraph 2 of the Letter Agreement”.


 


For purposes of
clarity, except as modified in this paragraph 4, nothing in this Letter Agreement is intended to amend, alter or otherwise change
the payments and benefits to which you may become entitled under the CIC Agreement in accordance with its terms.


 


5.
Miscellaneous


 


This Letter Agreement
will be governed and construed in accordance with the laws of the State of Tennessee, without regard to conflict of laws principles
thereof. This Letter Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto
or their respective successors and legal representatives. The invalidity or unenforceability of any provision of this Letter Agreement
will not affect the validity or enforceability of any other provision hereof, and this Letter Agreement will be construed as if
the invalid and unenforceable provision were omitted (but only to the extent that such provision cannot be appropriately reformed
or modified).


 


Upon the expiration
or other termination of this Letter Agreement, the respective rights and obligations of the parties hereto will survive such expiration
or other termination to the extent necessary to carry out the intentions of the parties hereunder. This



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Letter Agreement
may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute
one and the same agreement.


 


[Signature Page
Follows]



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If this Letter Agreement
correctly describes our understanding, please execute and deliver a counterpart of this signature page, which will become a binding
agreement on our receipt.


 


	 	Sincerely,
	 	 
	 	First Horizon National Corporation
	 	 
	 	By:  	/s/ Vicki R. Palmer
	 	 	Name: Vicki R. Palmer
	 	 	Title: Chair of the Compensation Committee


 

	Accepted and Agreed	 
	 	 
	I hereby agree with and accept the terms

    and conditions of this Letter Agreement:	 
	 	 
	/s/ D. Bryan Jordan	 
	Name: D. Bryan Jordan	 
	Date: November 3, 2019	 


 

[Signature Page to Letter Agreement]