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EXHIBIT 10.1(e)




FIRST HORIZON NATIONAL CORPORATION




2000 NON-EMPLOYEE DIRECTORS’

DEFERRED COMPENSATION STOCK OPTION PLAN




(As Restated for Amendments through December 15, 2008)

 







	1.	 	Purpose. The 2000 Non-Employee Directors’ Deferred Compensation Stock Option Plan of the
First Horizon National Corporation has been adopted to advance the interests of shareholders
by encouraging non-employee members of the Board of Directors to acquire proprietary interests
in the Company in the form of Stock Options granted in lieu of Retainer/Fees that otherwise
would have been paid in cash for serving on the Board of Directors or any committee thereof.






	2.	 	Definitions. As used in the Plan, the following terms shall have the respective meanings set
forth below:






	 	(a)	 	“Board” means the Board of Directors of the Company.
	 
	 	(b)	 	“Common Stock” means the common stock, par value $0.625 per share
(appropriately adjusted for subsequent stock splits), of the Company.
	 
	 	(c)	 	“Company” means the First Horizon National Corporation, a corporation
established under the laws of the State of Tennessee.
	 
	 	(d)	 	“Deferred Compensation Stock Option” or “Stock Option” means a right granted at
the election of a Non-Employee Director pursuant to Section 6.
	 
	 	(e)	 	“Disability” means total and permanent disability, which if the Participant
were an employee of the Company, would be treated as a total and permanent disability
under the terms of the Company’s long-term disability plan for employees, as may
be in effect from time to time.
	 
	 	(f)	 	“Early Retirement” means retirement from Board service after the age of 55 with
120 or more full months of aggregate Board service.
	 
	 	(g)	 	“Fair Market Value” means the average of the high and low sales prices at which
 shares of Common Stock are traded, as publicly reported by the Wall Street Journal, on
the applicable date or, if there were no sales of Common Stock reported for such date,
the last prior date for which a sale is reported.
	 
	 	(h)	 	“Grant Date” means the applicable date, as specified in Section 7, on which a
Stock Option is granted to a Non-Employee Director by reason of an election made
pursuant to Section 6.
	 
	 	(i)	 	“Non-Employee Director” means a member of the Board who is not an employee of
the Company or any subsidiary or affiliate of the Company at the time such person
elects to receive Retainer/Fees in the form of Stock Options.
	 
	 	(j)	 	“Normal Retirement” means the date at which any Non-Employee Director is no
longer qualified to serve on the Board based on the then-current retirement age policy
contained in the Company’s by-laws or, if not in the by-laws, as adopted by the Board.
	 
	 	(k)	 	“Participant” means a person who has received one or more Stock Options or the
legal representative, heir or estate of such person.
	 
	 	(l)	 	“Plan” means the 2000 Non-Employee Directors’ Deferred Compensation Stock
Option Plan.




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	 	(m)	 	“Retainer/Fees” means the retainer and meeting attendance fees payable to a
Non-Employee Director for service as member of the Board and/or member of any committee
of the Board.
	 
	 	(n)	 	“1934 Act” means the Securities Exchange Act of 1934, as amended from time to
time.






	3.	 	Effective Date. The Plan shall be effective on the date it is approved by the shareholders
of the Company and shall remain in effect through the last Grant Date occurring with respect
to calendar year 2004, unless the Plan is terminated by the Board earlier than such date
subject to the provisions of Section 11. If shareholder approval is not obtained by June 30,
2000, the Plan shall be nullified and all elections to receive Stock Options shall be
rescinded and all Non-Employee Directors shall receive cash equal to all Retainer/Fees that
had been the subject of an election hereunder. Upon termination of the Plan, the applicable
terms of the Plan shall continue to apply to all Stock Options which are outstanding on the
date the Plan is terminated and to any Stock Options which are granted subsequent to such date
pursuant to Section 11.
	 
	4.	 	Plan Operation. The Plan is intended to meet the requirements of a “formula plan” for
purposes of Rule 16b-3 under the 1934 Act as currently applicable to the Plan and accordingly
is intended to be self-governing. To this end the Plan is expected to require no
discretionary action by any administrative body except as contemplated by Section 5(b).
However, should any questions of interpretation arise, they shall be resolved by the Human
Resources Committee of the Board or such other Committee as the Board may from time to time
designate. The Plan shall be interpreted to comply with Rule 16b-3 under the 1934 Act, as
then applicable to the Company’s employee benefit plans, and any action under this Plan that
would be inconsistent with the requirements of Rule 16b-3 as then applicable shall be null and
void.
	 
	5.	 	Common Stock Available for Stock Options.






	 	(a)	 	A maximum of 400,000 shares of Common Stock may be issued upon the exercise of
Stock Options granted under the Plan. Shares of Common Stock shall not be deemed
issued until the applicable Stock Option has been exercised and, accordingly, any
 shares of Common Stock represented by Stock Options which expire unexercised or which
are canceled shall remain available for issuance under the Plan. For purposes of
computing the maximum number of shares that may be issued under the Plan, if shares are
tendered in payment of all or portion of the exercise price, then the number of shares
issued in connection with such exercise is the number of shares subject to option that
was exercised, net of the number tendered in payment.
	 
	 	(b)	 	Any increase in the number of outstanding shares of Common Stock occurring
through stock splits or stock dividends after the adoption of the Plan shall be
reflected proportionately in an increase in the aggregate number of shares then
available for the grant of Stock Options under the Plan, or becoming available through
the termination or forfeiture of Stock Options previously granted but unexercised and
in the number subject to Stock Options then outstanding, and a proportionate reduction
shall be made in the per-share exercise price as to any outstanding Stock Options or
portions thereof not yet exercised. After any adjustment made pursuant to this
Section, the number of shares subject to each outstanding option may be rounded down to
the nearest whole number of shares or to the nearest fraction of a whole share
specified by the Committee, all as the Committee may determine from time to time. The
Committee may approve different rounding methods for different tranches of options or
for options of different sizes within any single tranche. If changes in capitalization
other than those considered above shall occur, the Board, as it deems appropriate to
preserve Participant’s benefits and to meet the intent of the Plan, may make
equitable adjustments to the number of shares available under the Plan and covered by
outstanding Stock Options and to the exercise prices of outstanding Stock Options in
the event of any change in capitalization or similar action affecting Common Stock.
Such actions may include, but are not limited to, any combination or exchange of
 shares, merger, consolidation, recapitalization, spin-off or other distribution (other
than normal cash dividends) of Company assets to shareholders, or any other change
affecting the Common Stock. Notwithstanding any other provision of this Section, in the
case of any stock dividend paid or payable at a rate of 10% or less:




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	 	(i)	 	The Company may implement any required adjustment of an option
by either of the following alternative methods applicable to that option, in
lieu of the method provided above.






	 	(a)	 	The Company may defer making any formal
adjustment to individual options until such time as it is deemed
administratively practicable and convenient. If the Company expects a
series of quarterly or other periodic stock dividends to occur, the
Company may make a single adjustment that would have the same
cumulative effect as having made adjustments for all such stock
dividends, except that the Company may make a single final rounding
down adjustment for any fractional shares rather than having to account
for rounding at the time of each such stock dividend.
	 
	 	(b)	 	Prior to making any such formal adjustment(s)
to such individual option or in lieu of making any such formal
adjustment(s), the Company may make one or more informal adjustments to
such individual option at the time that the holder exercises such
option (in whole or in part) in accordance with its original terms as
if no adjustment had been made for any such stock dividends. In that
case, as soon as administratively practicable thereafter, the Company
shall issue to the option holder for no additional consideration such
whole number of additional shares to which the option holder would have
been entitled if formal adjustments to the holder’s option had been
made for each such stock dividend (except for a single final rounding
down adjustment for any fractional shares). In any case under this
alternative: (1) the Company may impose such limitations on the
issuance of such additional shares, including the forfeiture of such
additional shares, if it is not administratively practicable for the
Company to issue such additional shares after any exercise of a stock
option within such period of time as may, in the discretion of the
Company, be appropriate to best preserve the status of such options
under Section 409A as Grandfathered Options or Excepted Options, as
hereinafter defined; and (2) if approved by the Committee, the Company
may withhold the issuance of additional shares in such amount as may be
appropriate to defray applicable withholding and other taxes with
respect to the additional shares or may make other arrangements to
defray applicable withholding and other taxes from other sources.






	 	(ii)	 	The Committee may delegate to the executive officer of the
Company in charge of human resources the task of establishing and implementing
appropriate policies, procedures, and methods to implement any such alternative
adjustment methods within parameters approved by the Committee.
	 
	 	(iii)	 	Regardless of whether formal adjustments to individual options
are deferred or whether only informal adjustments are made to individual
options, the number of shares available for the issuance of options under the
Plan shall be deemed to be increased as if formal adjustments were made at the
time of each such stock dividend.
	 
	 	(iv)	 	Notwithstanding any provision herein to the contrary, neither
this section nor any policies or procedures adopted hereunder shall be deemed
to authorize any feature for the deferral of compensation other than the
deferral of recognition of income until the later of (a) the exercise or
disposition of the options under Treasury Regulation §1.83-7 or (b) the time
any shares acquired pursuant to the exercise of the options first become
substantially vested as defined in Treasury Regulation §1.83-3(b). In the
event of any partial exercise or disposition of an option or any partial
vesting and delivery of shares under an option, the foregoing provisions in
this (iv) shall be applied to the options in the same proportions.




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	 	(v)	 	For purposes of this section, the term “Grandfathered Options”
shall mean options that were both issued and exercisable prior to January 1,
2005 and thus grandfathered from being subject to Section 409A of the Internal
Revenue Code, and the term “Excepted Options” shall mean stock options with an
exercise price which may never be less than the fair market value of the stock
on the date of grant and thus qualify for the exception in Treas. Reg.
§1.409A-1(b)(5)(i)(A). It is not intended that any adjustment will constitute
either a material modification of a Grandfathered Option within the meaning of
Treasury Regulation §1.409A-6(a)(4) or a modification of an Excepted Option
within the meaning of Treasury Regulation §1.409A-1(b)(5)(v). This section
shall be interpreted in accordance with such intention, and all policies and
procedures adopted hereunder shall be in accordance with such intention.






	6.	 	Elections to Receive Stock Options. Each Non-Employee may make a one-time irrevocable
election to receive Stock Options under the Plan, provided that such election conforms to the
following:






	 	(a)	 	Each Non-Employee Director serving as of October 20, 1999, must make his or her
election under the Plan no later than December 31, 1999. Such election, if any, shall
be applicable to Retainer/Fees otherwise payable to such Non-Employee Director for
service from January 1, 2000 through December 31, 2004, subject to the requirements of
Section 9.
	 
	 	(b)	 	Each Non-Employee Director who is newly appointed or elected to the Board after
October 20, 1999, must make his or her election, if any, under the Plan no later than
30 days following the commencement of such person’s Board service. Such election, if
any, shall be applicable to Retainer/Fees earned by such Non-Employee Director from the
date of such election (but not before January 1, 2000) through December 31, 2004,
subject to the requirements of Section 9. The above notwithstanding, no election under
the Plan shall be permitted after June 30, 2004.
	 
	 	(c)	 	In making an irrevocable election to receive Retainer/Fees in the form of Stock
Options, the Non-Employee Director must designate that the election is for all or a
specified portion of the Retainer/Fees payable to him or her through December 31, 2004.






	7.	 	Effective Grant Dates.






	 	(a)	 	The Grant Dates for Stock Options granted pursuant to an election covered by
Section 6(a) made by a Non-Employee Director serving on the Board as of October 20,
1999 for each of the calendar years such election is in effect shall be the first
business day of July of such calendar year and the first business day of January of the
following calendar year.
	 
	 	(b)	 	The Grant Dates for Stock Options granted pursuant to an election covered by
Section 6(b) made by a Non-Employee Director elected or appointed to the Board after
October 20, 1999, shall be:






	 	(i)	 	For the initial Stock Option granted, the earliest calendar
date specified by Section 7(a) to occur after such election, or, if then
required by Rule 16b-3 under the 1934 Act as then applicable to the Plan, the
first business day following the last day of the second full calendar quarter
of Board service after an election pursuant to Section 6 has been made.
	 
	 	(ii)	 	For all Stock Options granted subsequent to the initial Stock
Option, for each of the calendar years such election is in effect the first
business day of each subsequent July of such calendar year and each subsequent
January of the following calendar year.






	8.	 	Stock Option Grants. Stock Options granted under the Plan shall have the following terms and
conditions:






	 	(a)	 	Each Stock Option shall have a per share exercise price equal to 50% of the
Fair Market Value on the Grant Date.




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	 	(b)	 	Each Stock Option shall cover the number of shares represented by “A” in the
following formula:
	 
	 	 	 	                              A = B/C, where
	 
	 	 	 	B = Amount of Retainer/Fees Earned



C = 50% of Fair Market Value of one share of Common Stock on the Grant Date.
	 
	 	 	 	If the number of Common Shares resulting from this calculation is not a whole
number, the amount will be rounded up to the next whole number. The “Amount of
Retainer/Fees Earned” for purposes of this calculation shall be such amount as was
payable to the Participant since the prior applicable Grant Date or since January 1,
2000 in the case of an election pursuant to Section 6(a), or the date of the
election (but not before January 1, 2000) in the case of an election pursuant to
Section 6(b).
	 
	 	(c)	 	Each Stock Option shall expire on the tenth anniversary of its Grant Date,
subject to earlier or later expiration in accordance with Section 9.
	 
	 	(d)	 	Each Stock Option shall be immediately exercisable upon grant, except, however,
that the Board may postpone the exercise of a Stock Option during such period of time
that is deemed reasonably necessary to prevent any acts or omissions that the Board
reasonably believes could result in the violation of any state or federal law.






	9.	 	Termination of Board Service.






	 	(a)	 	If a Non-Employee Director terminates Board service for any reason (or becomes
an employee of the Company) prior to a Grant Date upon which he or she would otherwise
receive a Stock Option under the Plan, no future Stock Options shall be granted to him
or her and any Retainer/Fees that have been earned, but which were to be paid in the
form of a Stock Option will be paid in cash instead.
	 
	 	(b)	 	If a Participant terminates Board service with less than 120 full months of
aggregate Board service or prior to Normal or Early Retirement for any reason other
than death or Disability, all outstanding Stock Options held by such Participant shall
expire on the first anniversary of such person’s termination of Board service.
	 
	 	(c)	 	If a Participant terminates Board service due to death, Disability or because
of Normal or Early Retirement, each outstanding Stock Option held by such Participant
shall terminate at the earlier of the fifth anniversary of such Participant’s
termination of Board service or the end of the term of the Stock Option.
	 
	 	(d)	 	The above notwithstanding, any Stock Option held by a Participant at the time
of the Participant’s death shall expire on the later of the date provided for by
Section 9(b) or 9(c), or the first anniversary of the Participant’s death.






	10.	 	Exercise Payment. A Stock Option, or portion thereof, may be exercised by written notice of
the exercise delivered to the Human Resources Committee of the Board, or its designee,
accompanied by payment of the exercise price. Such payment may be made by cash, personal
check or Common Stock already owned by the Participant, valued at the Fair Market Value on the
date of exercise, or a combination of such payment methods. As soon as practicable after
notice of exercise and receipt of full payment for shares of Common Stock being acquired, the
Company shall deliver a certificate to the Participant representing the Common Stock purchased
through the Stock Option.






	11.	 	Termination, Suspension and Amendment of the Plan. The Board may at any time terminate,
suspend or amend the Plan, except that the Plan may not be amended in any manner which
knowingly would: (a)




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	 	 	cause the Plan not to comply with Rule 16b-3 under the 1934 Act as then applicable to the
Company’s employee benefit plans; (b) cause Participants not to be deemed “non-employee
directors” for purposes of Rule 16b-3 under the 1934 Act as then applicable to the Company’s
employee benefits plans; or (c) adversely affect a Participant’s rights under the Plan,
without the consent of the Participant. If the Plan is terminated or suspended prior to
December 31, 2004, any Retainer/Fees which have been earned but not paid as of the effective
date of termination of the Plan and which are the subject of an election pursuant to Section
6, will be delivered in the form of Stock Options on the appropriate Grant Date,
notwithstanding that such date is subsequent to the date the Plan has otherwise been
terminated or suspended.






	12.	 	Reload Option Grants.
	 
		 	(a)     Reload Grants. Automatically upon the compliance by the Participant with the following,
the Participant will receive an additional option (a “Reload Option”) at the time and
subject to the terms and conditions described in this Section 12(a):






	 	1.	 	The Participant must exercise a Stock Option, using the
attestation method of exercise to pay all or a portion of the exercise price of
the Stock Option. Under the “attestation method” the Participant or other
person who holds legal title to shares of Common Stock beneficially owned by
the Participant attests to the ownership of a sufficient amount of shares of
Common Stock to pay all or a portion of the exercise price of the Stock Option
without actually tendering such shares, and as a result the Company issues to
the Participant (or defers delivery of) that number of shares equal to the
number of shares subject to Stock Option or Reload Option being exercised net
of the shares attested to.
	 
	 	2.	 	The Participant must not have previously received the grant of
a Reload Option in connection with the exercise of a portion of the Stock
Option.
	 
	 	3.	 	The Participant must be a current Director of the Corporation
at the time of the exercise of the Stock Option.
	 
	 	4.	 	There must be at least one year remaining in the term of the
Stock Option at the time of its exercise.
	 
	 	5.	 	The Reload Option will be granted on and as of the time and
date of the valid exercise of the Stock Option by the Participant.
	 
	 	6.	 	The exercise price per share of the Reload Option will be the
Fair Market Value of one share of Common Stock on the date of exercise of Stock
Option.
	 
	 	7.	 	The number of shares of Common Stock with respect to which the
Reload Option will be granted will be equal to the number of shares attested to
by the Participant in payment in all or a portion of the exercise price of the
Stock Option.
	 
	 	8.	 	The Reload Option will be exercisable during a term commencing
at the time of the valid exercise of the Stock Option and ending on the same
date at the same time as the original term of the Stock Option ends.
	 
	 	9.	 	No Reload Option will be granted upon the exercise of a Reload
Option.
	 
	 	10.	 	A Participant who has received more than one Stock Option and
who otherwise complies with this Section 12(a) will receive a Reload Option
with respect to each such Stock Option.
	 
	 	11.	 	The sale or other transfer of certain of the shares received
upon the exercise of a Reload Option will be restricted, as follows:




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	 	(i)	 	No restriction will apply to the shares
received upon the exercise of a Reload Option if the Reload Option was
granted in connection with the exercise of an option in which the
Participant elected to defer receipt of shares.
	 
	 	(ii)	 	Subject to (v), the restriction will apply to
that number of shares received upon the exercise of a Reload Option
equal to the product of x times y times z divided by w, where “x” is
the number of shares received upon the exercise of the Reload Option,
“y” is .50, “z” is the difference between the fair market value of one
share at the time of exercise minus the exercise price of one share,
and “w” is the fair market value of one share at the time of exercise.
	 
	 	(iii)	 	The restriction period will last until the
earliest to occur of the following: five years following the exercise
of the Reload Option, death, disability, Normal Retirement, Early
Retirement, a change in control as defined in the Company’s 1997
Employee Stock Option Plan or termination of service as a director for
any reason.
	 
	 	(iv)	 	During the restriction period the Participant
cannot sell or otherwise transfer the shares, and the shares either
will be legended accordingly or will be held in book-entry form by the
Company’s transfer agent with appropriate limitations on transfer
ability in place.
	 
	 	(v)	 	In the event that the Participant determines to
sell shares of Common Stock to pay the taxes associated with the
exercise of a Reload Option, then 50% of the shares so sold to pay the
taxes may be shares that otherwise would be restricted pursuant to the
provisions hereof.






		 	(b)     General. The term “Stock Option” as used in Sections 2(k), 3 (the last sentence), 5,
8(d), 9(b), 9(d), 10 and 12 shall be deemed to include a “Reload Option” for all purposes of
such Sections.






	13.	 	General Provisions.






	 	(a)	 	Stock Options shall not be transferable or assignable other than by (a) will or
the laws of descent and distribution, or (b) to the extent permitted by Rule 16b-3
under the 1934 Act as then applicable to the Company’s employee benefits plans, by gift
or other transfer to any “family member” of a Non-Employee Director as the term “family
member” is defined in the instructions to 

Form S-8 promulgated by the Securities and
Exchange Commission.
	 
	 	(b)	 	Stock Options shall be evidenced by written agreements or such other
appropriate documentation prescribed by the Human Resources Committee of the Board or
its designee.
	 
	 	(c)	 	Neither the Plan nor the granting of Stock Options nor any other action taken
pursuant to the Plan, shall constitute or be evidence of any agreement or
understanding, express or implied, that the Company shall retain the services of a
Participant for any period of time or at any particular rate of compensation as a
member of the Board. Nothing in the Plan shall in any way limit or affect the right of
the Board or the shareholders of the Company to remove any Participant from the Board
or otherwise terminate his or her service as a member of the Board.
	 
	 	(d)	 	The validity, construction and effect of the plan and any such actions taken
under or relating to the Plan shall be determined in accordance with the laws of the
State of Tennessee and applicable federal law.






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