exv10w5wr







Exhibit 10.5(r)



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GRANT NOTICE



 





Executive Restricted Stock


[Name of recipient]



Congratulations! You have been granted shares of Restricted Stock (RS) of First Horizon National
Corporation as follows:




				 			

	 	 	 
	 	Date of Grant

	 	—	 	 	 
	 	Governing Plan

	 	—
	 	2003 Equity Compensation Plan	 
	 	Total Number of RS Shares Granted*

	 	—	 	 	 
	 	Vesting Date of First 50% of Shares*

	 	—
	 	[3rd
anniv. of grant]	 
	 	Vesting Date of Second 50% of Shares*

	 	—
	 	[4th anniv. of grant]	 
	 	 	 





* 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 of this award, a lengthening of vesting periods, and other adverse effects.





     This RS 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 vesting period. Also, this RS award is subject to the terms and
restrictions of FHNC’s stock ownership guidelines and Compensation Recovery Policy (“Policy”) as in
effect from time to time during the vesting period.



     This RS award is subject to possible forfeiture in accordance with the Plan, Procedures, and
Policy. As of the date of grant, the 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 or permanent disability,
this award immediately will vest pro-rata based on the portion of each vesting period that has
elapsed at that time and only the remainder of the award will be forfeited.



One effect of clause (a) is that retirement unrelated to permanent disability normally results in
the immediate forfeiture of unvested RS shares. The Compensation Committee reserves the right, in
its sole discretion, to accelerate vest-








ing; no employee has any right to receive acceleration. As
of the date of grant, the Committee’s Procedures allow you to request pro-rata vesting of RS shares
if you retire at or after age 65 with at least 5 years of service prior to normal vesting. If such
a request were granted, only the remaining shares would forfeit.




     RS shares are non-transferable. Your RS shares generally will be held by FHNC until vesting.
You may vote your RS shares prior to vesting.



     FHNC will accrue dividends declared upon your RS shares during the vesting period and pay them
pro-rata at vesting. No interest will accrue on cash dividends. Stock dividend shares will be
restricted. If RS shares are forfeited, any related accrued dividends are forfeited also.



     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 distributed to you. As of
the date of grant, the Committee’s Procedures provide that FHNC will withhold shares and dividends
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 RS shares this year. If you make a Section
83(b) election, it will result in the forfeiture of your RS shares.










Questions about your restricted stock award?





Important information concerning the Plan and this RS 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 Governing Plan or prospectus at any time. If you have questions
about your RS award or need a copy of the Governing






Plan, related prospectus, or current
administrative procedures for equity awards, contact Fidelity Investment’s Executive Relationship
Officer at                     . 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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