EX-10.4



 EXHIBIT 10.4 
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 GRANT NOTICE 

 
 MIP-Driven RSUs (FTN)

 [Name of recipient] 

Congratulations! You have been granted an award of restricted stock units as follows: 

 

							
	
AMOUNT OF AWARD:
	  	___________ Restricted Stock Units        	  	    GRANT DATE:	  	____________, 2013
	 		 	 
	
GOVERNING PLAN:
	  	Equity Compensation Plan	  	VESTING DATE:	  	[18 months after grant]       
 


 Your award of restricted stock units (“RSUs”) recognizes your value to First Horizon
National Corporation (“FHNC”). This 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 award is subject to the terms and restrictions of FHNC’s Compensation Recovery Policy (“Policy”) as in effect during the
vesting period. 
 This award is subject to possible forfeiture in accordance with the Plan, Procedures, and Policy. As of the
grant date, 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 the 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 RSUs. 
 Also, this RSU award will be forfeited, or if
already vested you must pay in cash to FHNC the gross pre-tax amount of the award paid at vesting, if during the restriction period you, either on your 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 or customer of FHNC or any of its subsidiaries or affiliates to leave the employment of, or to end, diminish, or move any of his, her, or its accounts or relationships with, FHNC or any
of its subsidiaries or affiliates. The restriction period begins on the Grant Date and ends on the second anniversary of the vesting date. 
 In addition, because this award is granted as partial payment of a bonus under the Management Incentive Plan, this award is subject to possible forfeiture pursuant to that Plan or by operation of the
Policy in relation to bonuses under that Plan. By accepting this RSU award, you acknowledge that FHNC may reduce or offset other amounts owed to you, including but not limited to wages or commissions owed, among other things, to satisfy any
repayment obligation. 
 The Compensation Committee reserves the right, in its sole discretion, to accelerate vesting; no
employee has any right to receive acceleration. As of the Grant Date, the Committee’s Procedures allow you to request pro-rata vesting of RSUs 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. 
 This award is non-transferable. 

Upon vesting, FHNC will pay an amount of cash equal to the fair market value, as of the vesting date, of the number of shares which have
vested. If the record date for any cash dividend upon common shares occurs during the vesting period, an equivalent cash amount will accrue for this award and be paid at vesting. No interest will accrue on dividend equivalents. The number of RSUs
will be adjusted proportionately in the event of a stock split or a common stock dividend to avoid any enlargement or dilution of value. In each such adjustment RSUs will be rounded down to the nearest whole unit; any fractional RSU will be
disregarded. 







 Vesting is a taxable event. Amounts paid are subject to applicable withholding taxes. 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 this award this year. If you make a
Section 83(b) election, it will result in the forfeiture of this award. 
 Questions about your RSU award?

 Important information concerning the Plan and this RSU 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 RSU 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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