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EXHIBIT 10.1(d)




FIRST TENNESSEE NATIONAL CORPORATION




NON-EMPLOYEE DIRECTORS’

DEFERRED COMPENSATION STOCK OPTION PLAN




(As Restated for Amendments through December 15, 2008)

 







	1.	 	Purpose. The Non-Employee Directors’ Deferred Compensation Stock Option Plan of the First
Tennessee 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 $1.25 per share, of the
Company.
	 
	 	(c)	 	“Company” means the First Tennessee 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 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 in calendar
year 1999, 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, 1995, 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 450,000 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.
	 
	 	(b)	 	Any increase in the number of outstanding shares of Common Stock through stock
splits or stock dividends having a record date on or after July 14, 2008 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:






	 	(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.




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	 	(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.






	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:




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	 	(a)	 	Each Non-Employee Director serving as of January 1, 1995, must make his or her
election under the Plan no later than December 31, 1996. Such election, if any, shall
be applicable to Retainer/Fees otherwise payable to such Non-Employee Director for
service from the first day of the month following the date of such election through
December 31, 1999, subject to the requirements of Section 9.
	 
	 	(b)	 	Each Non-Employee Director who is newly appointed or elected to the Board after
January 1, 1995, 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 through December 31, 1999, subject to the requirements of Section 9.
The above notwithstanding, no election under the Plan shall be permitted after June 30,
1999.
	 
	 	(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, 1999.






	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 January 1, 1995
shall be June 30 and December 31 for each of the calendar years such election is in
effect.
	 
	 	(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
January 1, 1995, 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
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, each subsequent June 30 and December 31 for each of the calendar years
such election is in effect.






	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 85% of the
Fair Market Value on the Grant Date.
	 
	 	(b)	 	Each Stock Option shall cover the number of shares determined by the following
formula:





	 	 	 	 	 	 	 
	 
	 	Amount of Retainer/Fees Earned

 
	 	=	 	Number of Common Shares
	 	 	Fair Market Value - 85% x Fair Market Value







	 	 	 	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 the first
day of the month following the date of the election in the case of an election
pursuant to Section 6(a), or the date of the election in the case of an election
pursuant to Section 6(b).






	 	(c)	 	Each Stock Option shall expire on the twentieth anniversary of its Grant Date,
subject to earlier or later expiration in accordance with Section 9.




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	 	(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 (or,
in the event the Participant has executed a deferral agreement pursuant to Section 12 hereof,
at the time specified in such deferral agreement), 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) 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
“disinterested persons” 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, 1999, 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 and Deferral of Receipt of Shares.






		 	(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):




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	 	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:






	 	(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




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	 		 	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)     Deferral of Receipt of Shares. A Participant who complies with the following terms and
conditions is permitted to defer receipt of shares of Common Stock covered by a Stock Option
or a Reload Option and thereby defer recognition of income thereon at the time of the
exercise of the Stock Option or Reload Option:






	 	1.	 	The Participant must enter into an irrevocable deferral
agreement, which provides for the deferral of delivery of shares of Common
Stock to the Participant following the Participant’s exercise of a Stock Option
or Reload Option, and at least six months must elapse before the Stock Option
or Reload Option covered by the deferral agreement is exercised.
	 
	 	2.	 	The Participant must use the “attestation” method of exercising
the Stock Option or Reload Option or portion thereof with respect to which
receipt of shares will be deferred.
	 
	 	3.	 	The shares attested to in payment of the exercise price must be
“mature” shares; that is, the shares must either have been purchased in the
open market by the Participant or if the shares were acquired directly from the
Company pursuant to an employee benefit plan, the shares must have been owned
for six months prior to the exercise.
	 
	 	4.	 	The Participant must be a current Director of the Company both
at the time of execution of the deferral agreement and at the time of the
exercise of the Stock Option or Reload Option, receipt of the shares of which
will be deferred.
	 
	 	5.	 	The Participant must select a deferral period, which is a
period of time that ends on any future date, not in any event to exceed actual
retirement (whether Normal Retirement or Early Retirement) plus five years.
	 
	 	6.	 	For each Participant electing to defer, upon the exercise of
the Stock Option or Reload Option, no shares will be transferred to the
Participant and a deferral account will be established by the Company,
consisting of a subaccount reflecting phantom stock units and a subaccount
representing cash equal to the earnings credited to the account with respect to
the dividend equivalents and interest thereon. The Participant’s phantom stock
subaccount will be credited with phantom stock units, based on the number of
 shares with respect to which the Stock Option or Reload Option was exercised by
the Participant, net of the number of shares attested to in payment of the
exercise price, with each phantom stock unit being equivalent to one share of
Common Stock. Additional phantom stock units will be credited to the
Participant’s phantom stock subaccount at the time of the payment of any stock
split or stock dividend that is declared with respect to the Company’s Common
Stock, having a payment date that occurs after the exercise of a Stock Option
or Reload Option pursuant to this Section 12(b) and before the deferral period
with respect thereto has terminated corresponding to such stock split or stock




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	 	 	 	dividend with the result that each Participant shall be issued that number of
 shares of Common Stock at the termination of the deferral period that the
Participant would have
owned had he or she exercised the relevant Stock Option or Reload Option
without deferring and then maintained ownership of such shares of Common
Stock through the payment date of such stock split or stock dividend.
	 
	 	7.	 	Earnings will be credited to the Participant’s cash subaccount
and accrued on the phantom stock units as follows: on each date on which the
Company pays a dividend on its shares of Common Stock, an amount equivalent to
such dividend will be credited to the Participant’s account with respect to
each phantom stock unit. Then, as of January 1st of each year, an additional
amount will be credited to the Participant’s account to reflect earnings
on the dividend equivalents from the time they were credited to the account for
the prior plan year. The rate of earnings will be the rate disclosed under the
caption “Annualized Ten Year Treasury Rate” in the Federal Reserve Statistical
Release in January of the year following the year with respect to which
earnings are to be credited, and the amount will be computed by multiplying the
dividend equivalent by the rate by a factor representing the fraction of the
year (100% for a January 1st dividend equivalent, 75% for an April 1st dividend
equivalent, 50% for a July 1st dividend equivalent, and 25% for a October 1
dividend equivalent) remaining after the dividend equivalent was credited to
the Participant’s account. The rate applicable to the portion of the
year in which a distribution from the deferral account is made to the
Participant will be the rate employed for the previous year. Interest will
compound as follows: for any cash credited to the account that existed on the
first day of the prior plan year (excluding any dividend equivalent that is
credited to the account on such day), earnings will be credited in an amount
equal to the amount of such cash multiplied by the applicable ten year treasury
rate factor.
	 
	 	8.	 	Payment from the Participant’s deferral account will be made in
a single lump sum, computed as follows: with respect to the Participant’s
phantom stock subaccount, one share of Common Stock will be paid to the
Participant for each phantom stock unit credited to such subaccount, and with
respect to the Participant’s cash subaccount, cash in the amount credited to
such subaccount will be paid to the Participant.
	 
	 	9.	 	Payment from the Participant’s deferral account will be made to
the Participant (or, in the event of the Participant’s death, his or her
beneficiary identified in the deferral agreement) on the earliest of the date
selected by the Participant, a change in control as defined in the
Company’s 1997 Employee Stock Option Plan, death, disability, or
termination of service as a director for any reason other than Normal
Retirement or Early Retirement.
	 
	 	10.	 	If the Participant does not exercise the option with respect to
which a deferral has been elected in accordance with the terms of the deferral
agreement, the option will be forfeited by the Participant and canceled by the
Company.






		 	(c)     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 either (i) any trust or estate in which the original award
recipient or such person’s spouse or other immediate relative has a substantial
beneficial interest or (ii) a spouse or other immediate relative, provided that such a




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	 	 	 	transfer will continue to require such Stock Options to be disclosed pursuant to Item
403 of Regulation S-K under the Securities Act of 1933, as amended from time to time.
	 
	 	(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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