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EXHIBIT 10.2(f)




FIRST HORIZON NATIONAL CORPORATION

2003 EQUITY COMPENSATION PLAN




(As Restated for Amendments through December 15, 2008)




SECTION 1 — Purpose



This plan shall be known as the “First Horizon National Corporation 2003 Equity Compensation Plan”
(the “Plan”). The purpose of the Plan is to promote the interests of First Horizon National
Corporation, a Tennessee corporation (the “Company”), and its shareholders by (i) attracting and
retaining officers, employees, and non-employee directors of the Company and its Subsidiaries, (ii)
motivating such individuals by means of performance-related incentives to achieve long-range
performance goals, (iii) enabling such individuals to participate in the long-term growth and
financial success of the Company, (iv) encouraging ownership of stock in the Company by such
individuals, and (v) linking compensation to the long-term interests of shareholders. With respect
to any awards granted under the Plan that are intended to comply with the requirements of
“performance-based compensation” under Section 162(m) of the Code (as defined below), the Plan
shall be interpreted in a manner consistent with such requirements.




SECTION 2 — Definitions



As used in the Plan, the following terms shall have the meanings set forth below:



“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit or
Performance Award granted under the Plan, whether singly or in combination, to a Participant
pursuant to such terms, conditions, restrictions and/or limitations, if any, as may be established
from time to time.



“Award Agreement” shall mean any written or electronic agreement, contract, notice or other
instrument or document evidencing any Award, which may, but need not, be executed or acknowledged
by a Participant.



“Board” shall mean the Board of Directors of the Company.



“Cause” shall mean (i) a Participant’s conviction of, or plea of guilty or nolo contendere (or
similar plea) to, (A) a misdemeanor charge involving fraud, false statements or misleading
omissions, wrongful taking, embezzlement, bribery, forgery, counterfeiting or extortion, (B) a
felony charge or (C) an equivalent charge to those in clauses (A) and (B) in jurisdictions which do
not use those designations; (ii) the engaging by a Participant in any conduct which constitutes an
employment disqualification under applicable law (including statutory disqualification as defined
under the Exchange Act); (iii) a Participant’s failure to perform his or her duties to the Company
or its Subsidiaries; (iv) a Participant’s violation of any securities or commodities laws, any
rules or regulations issued pursuant to such laws, or the rules and regulations of any securities
or commodities exchange or association of which the Company or any of its Subsidiaries or
affiliates is a member; (v) a Participant’s violation of any policy of the Company or its
Subsidiaries concerning hedging or confidential or proprietary information, or a Participant’s
material violation of any other policy of the Company or its Subsidiaries as in effect from time to
time; (vi) the engaging by a Participant in any act or making any statement which impairs, impugns,
denigrates, disparages or negatively reflects upon the name, reputation or business interests of
the Company or its Subsidiaries; or (vii) the engaging by the Participant in any conduct
detrimental to the Company or its Subsidiaries. The determination as to whether Cause has occurred
shall be made by the Committee in its sole discretion. The Committee shall also have the authority
in its sole discretion to waive the consequences under the Plan or any Award Agreement of the
existence or occurrence of any of the events, acts or omissions constituting Cause.




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“Change in Control” shall mean, unless otherwise defined in the applicable Award Agreement, the
occurrence of any one of (and shall be deemed to have occurred on the date of the earliest to occur
of) the following events:





	 	(i)	 	individuals who, on January 21, 1997, constitute the Board (the “Incumbent Directors”)
cease for any reason to constitute at least a majority of the Board, provided that any
person becoming a director subsequent to January 21, 1997, whose election or nomination for
election was approved by a vote of at least three-fourths (3/4) of the Incumbent Directors
then on the Board (either by a specific vote or by approval of the proxy statement of the
Company in which such person is named as a nominee for director, without written objection
to such nomination) shall be an Incumbent Director; provided, however, that no individual
elected or nominated as a director of the Company initially as a result of an actual or
threatened election contest with respect to directors or as a result of any other actual or
threatened solicitation of proxies or consents by or on behalf of any person other than the
Board shall be deemed to be an Incumbent Director;
	 
	 	(ii)	 	any “Person” (for purposes of this definition only, as defined under Section 3(a)(9) of
the Exchange Act as used in Section 13(d) or Section 14(d) of the Exchange Act) is or
becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 20% or more of the combined voting
power of the Company’s then outstanding securities eligible to vote for the election of the
Board (the “Company Voting Securities”); provided, however, that the event described in
this paragraph (ii) shall not be deemed to be a Change in Control by virtue of any of the
following acquisitions: (A) by the Company or any Subsidiary, (B) by an employee stock
ownership or employee benefit plan or trust sponsored or maintained by the Company or any
Subsidiary, (C) by any underwriter temporarily holding securities pursuant to an offering
of such securities, or (D) pursuant to a Non-Qualifying Transaction (as defined in
paragraph (iii) hereof);
	 
	 	(iii)	 	the shareholders of the Company approve a merger, consolidation, share exchange or
similar form of corporate transaction involving the Company or any of its Subsidiaries that
requires the approval of the Company’s shareholders, whether for such transaction or the
issuance of securities in the transaction (a “Business Combination”), unless immediately
following such Business Combination: (A) more than 50% of the total voting power of (x)
the corporation resulting from such Business Combination (the “Surviving Corporation”), or
(y) if applicable, the ultimate parent corporation that directly or indirectly has
beneficial ownership of 100% of the voting securities eligible to elect directors of the
Surviving Corporation (the “Parent Corporation”), is represented by Company Voting
Securities that were outstanding immediately prior to the consummation of such Business
Combination (or, if applicable, is represented by shares into which such Company Voting
Securities were converted pursuant to such Business Combination), and such voting power
among the holders thereof is in substantially the same proportion as the voting power of
such Company Voting Securities among the holders thereof immediately prior to the Business
Combination, (B) no Person (other than any employee benefit plan sponsored or maintained by
the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner,
directly or indirectly, of 20% or more of the total voting power of the outstanding voting
securities eligible to elect directors of the Parent Corporation (or, if there is no Parent
Corporation, the Surviving Corporation) and (C) at least a majority of the members of the
board of directors of the Parent Corporation (or, if there is no Parent Corporation, the
Surviving Corporation) were Incumbent Directors at the time of the Board’s approval of the
execution of the initial agreement providing for such Business Combination (any Business
Combination which satisfies all of the criteria specified in (A), (B) and (C) above shall
be deemed to be a “Non-Qualifying Transaction”); or




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	 	(iv)	 	the shareholders of the Company approve a plan of complete liquidation or dissolution
of the Company or a sale of all or substantially all of the Company’s assets.




Computations required by paragraph (iii) shall be made on and as of the date of shareholder
approval and shall be based on reasonable assumptions that will result in the lowest percentage
obtainable. Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed
to have occurred solely because any Person acquires beneficial ownership of more than twenty
percent (20%) of the Company Voting Securities as a result of the acquisition of Company Voting
Securities by the Company which reduces the number of Company Voting Securities outstanding;
provided, that if after such acquisition by the Company such Person becomes the beneficial owner of
additional Company Voting Securities that increases the percentage of outstanding Company Voting
Securities beneficially owned by such Person, a Change in Control of the Company shall then occur.



“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.



“Committee” shall mean a committee of the Board composed solely of not less than two Non-Employee
Directors, all of whom shall (i) satisfy the requirements of Rule 16b-3(b)(3) of the Exchange Act,
(ii) be “outside directors” within the meaning of Section 162(m) and (iii) otherwise meet any
“independence” requirements promulgated by any stock exchange on which the shares are listed. The
members of the Committee shall be appointed by and serve at the pleasure of the Board.



“Company” shall mean First Horizon National Corporation, a Tennessee corporation, and its
successors and assigns.



“Compensation Plans” shall mean any compensation plan such as an incentive, stock option,
restricted stock, pension restoration or deferred compensation plan or any employee benefit plan
such as a thrift, pension, profit sharing, medical, disability, accident, life insurance plan or a
relocation plan or policy or any other plan, program or policy of the Company intended to benefit
employees, including, without limitation, any Compensation Plans established after the date hereof.



“Covered Officer” shall mean at any date (i) any individual who, with respect to the previous
taxable year of the Company, was a “covered employee” of the Company within the meaning of Section
162(m); provided, however, that the term “Covered Officer” shall not include any such individual
who is designated by the Committee, in its discretion, at the time of any Award or at any
subsequent time, as reasonably expected not to be such a “covered employee” with respect to the
current taxable year of the Company, and (ii) any individual who is designated by the Committee, in
its discretion, at the time of any Award or at any subsequent time, as reasonably expected to be
such a “covered employee” with respect to the current taxable year of the Company or with respect
to the taxable year of the Company in which any applicable Award will be paid.



“Deferred Compensation Award” means any Award that is not an Exempt Award.



“Disability” shall mean, unless otherwise defined in the applicable Award Agreement, a
disability that would qualify as a total and permanent disability under the long-term disability
plan then in effect at the Employer employing the Participant at the onset of such total and
permanent disability.



“Employee” shall mean an employee of any Employer.



“Employer” shall mean the Company or any Subsidiary.



“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.



“Exempt Award” means any Award that does not constitute deferred compensation subject to Section
409A of the Internal Revenue Code (the “Code”) under any relevant exception by statute, regulation
or


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rule, specifically including, but not limited to, Treas. Reg. §§1.409A-1(b)(4) (short-term
deferrals), 1.409A-1(b)(5) (certain stock options and stock appreciation rights) and 1.409A-1(b)(6)
(restricted stock).



“Fair Market Value” with respect to the Shares, shall mean, as of any date, (i) the mean
between the high and low sales prices at which Shares were sold on the New York Stock Exchange, or,
if the shares are not listed on the New York Stock Exchange, on any other such exchange on which
the Shares are traded, on such date, or, in the absence of reported sales on such date, the mean
between the high and low sales prices on the immediately preceding date on which sales were
reported, or (ii) in the event there is no public market for the Shares on such date, the fair
market value as determined in good faith by the Committee in its sole discretion.



“Good Reason” shall mean, following notice given by the Participant to the Company:





	 	(i)	 	an adverse change in the Participant’s status, title or position with the Company as in
effect immediately prior to the Change in Control, including, without limitation, any
adverse change in the Participant’s status, title or position as a result of a diminution
in the Participant’s duties or responsibilities, or the assignment to the Participant of
any duties or responsibilities which are inconsistent with such status, title, or position
as in effect immediately prior to the Change in Control, or any removal of the Participant
from, or any failure to reappoint or reelect the Participant to, such position (except in
connection with the termination of the Participant’s employment for Cause, Disability or
Retirement or as a result of the Participant’s death and except by the Participant other
than for Good Reason);
	 
	 	(ii)	 	a reduction by the Company in the Participant’s base salary or annual target bonus
opportunity (including any adverse change in the formula for such annual bonus target) as
in effect immediately prior to the Change in Control or as the same may be increased from
time to time thereafter;
	 
	 	(iii)	 	the failure by the Company to provide the Participant with Compensation Plans that
provide the Participant with substantially equivalent benefits in the aggregate to the
Compensation Plans as in effect immediately prior to the Change in Control (at
substantially equivalent cost with respect to welfare benefit plans); and
	 
	 	(iv)	 	the Company’s requiring the Participant to be based at an office that is greater than
25 miles from where the Participant’s office is located immediately prior to the Change in
Control;




provided, however, (a) that an isolated and inadvertent action taken in good faith and which is
remedied by the Company within ten (10) days after receipt of notice thereof given by the
Participant shall not constitute Good Reason, and (b) no action shall constitute a Good Reason if
the Participant has acknowledged to the Company in writing that a Good Reason will not arise from
that action.



“Non-Employee Director” shall mean a member of the Board who is not an Employee.



“Option” shall mean an option to purchase Shares from the Company that is granted under Section 6
or 9 of the Plan and is not intended to meet the requirements of Section 422 of the Code or any
successor provision thereto.



“Option Price” shall mean the purchase price payable to purchase one Share upon the exercise of an
Option.



“Participant” shall mean any Employee, Non-Employee Director or Regional Board Member who receives
an Award under the Plan.



“Performance Award” shall mean any right granted under Section 8 of the Plan.




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“Person” shall mean any individual, corporation, partnership, association, joint-stock company,
limited liability company, trust, unincorporated organization, government or political subdivision
thereof or other entity.



“Plan” shall mean this First Horizon National Corporation 2003 Equity Compensation Plan.



“Qualifying Termination” shall mean a termination of the employment of a Participant with the
Company resulting from any of the following:





	 	(i)	 	a termination of the employment or engagement of a Participant by the Company and its
Subsidiaries within thirty-six (36) months following a Change in Control, other than a
termination for Cause, Disability or Retirement or as a result of the Participant’s death;
or
	 

	 	(ii)	 	a termination of employment by a Participant for Good Reason within thirty-six (36)
months following a Change in Control.




“Regional Board Member” shall mean any First Tennessee Bank National Association regional board
member and any member of the board of directors of any bank subsidiary of the Company, other than
First Tennessee Bank National Association, in each case excluding any Employee.



“Restricted Stock” shall mean any Share granted under Section 7 or 9 of the Plan.



“Restricted Stock Unit” shall mean any unit granted under Section 7 or 9 of the Plan.



“Retirement” shall mean, unless otherwise defined in the applicable Award Agreement, the
Termination of Employment of a Participant after the Participant has fulfilled all age and service
requirements for retirement under the terms of the First Horizon National Corporation Pension Plan,
as amended from time to time.



“SEC” shall mean the Securities and Exchange Commission or any successor thereto.



“Section 16” shall mean Section 16 of the Exchange Act and the rules promulgated thereunder and any
successor provision thereto as in effect from time to time.



“Section 162(m)” shall mean Section 162(m) of the Code and the rules promulgated thereunder or any
successor provision thereto as in effect from time to time.



“Shares” shall mean shares of the common stock, $0.625 par value, as adjusted from time to time for
stock splits or reverse stock splits, of the Company.



“Specified Employee” means a Participant who, as of the date of his separation from service, is a
“key employee” of the Company or any Affiliate, any stock of which is actively traded on an
established securities market or otherwise. A Participant is a key employee if he or she meets the
requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code, (applied in accordance with
applicable regulations thereunder and without regard to Section 416(i)(5)) at any time during the
12-month period ending on the Specified Employee Identification Date. Such Participant shall be
treated as a key employee for the entire 12-month period beginning on the Specified Employee
Effective Date.



For purposes of determining whether a Participant is a Specified Employee, the compensation of the
Participant shall be determined in accordance with the definition of compensation provided under
Treas. Reg. Section 1.415(c)-2(d)(3) (wages within the meaning of Section 3401(a) of the Code for
purposes of income tax withholding at the source, plus amounts excludible from gross income under
Section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b), without regard to rules that
limit the remuneration included in wages based on the nature or location of the employment or the
services performed);




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provided, however, that, with respect to a nonresident alien who is not a Participant in the Plan,
compensation shall not include compensation that is not includible in the gross income of such
person under Sections 872, 893, 894, 911, 931 and 933, provided such compensation is not
effectively connected with the conduct of a trade or business within the United States.



Notwithstanding anything in this paragraph to the contrary, (i) if a different definition of
compensation has been designated by the Company with respect to another nonqualified deferred
compensation plan in which a key employee participates, the definition of compensation shall be the
definition provided in Treas. Reg. Section 1.409A-1(i)(2), and (ii) the Company may through action
that is legally binding with respect to all nonqualified deferred compensation plans maintained by
the Company, elect to use a different definition of compensation.



In the event of corporate transactions described in Treas. Reg. Section 1.409A-1(i)(6), the
identification of Specified Employees shall be determined in accordance with the default rules
described therein, unless the Company elects to utilize the available alternative methodology
through designations made within the timeframes specified therein.



“Specified Employee Identification Date” means September 30, unless the Company has elected a
different date through action that is legally binding with respect to all nonqualified deferred
compensation plans maintained by the Company.



“Specified Employee Effective Date” means the first day of the fourth month following the Specified
Employee Identification Date, or such earlier date as is selected by the Committee.



“Stock Appreciation Right or SAR” shall mean a right granted under Section 6 or 9 of the Plan that
entitles the holder to receive, with respect to each Share encompassed by the exercise of such SAR,
the amount determined by the Committee, or in the case of an Award granted under Section 9 hereof,
by the Board, and specified in an Award Agreement. In the absence of such a determination, the
holder shall be entitled to receive, with respect to each Share encompassed by the exercise of such
SAR, the excess of the Fair Market Value on the date of exercise over the Fair Market Value on the
date of grant.



“Subsidiary” shall mean any Person of which a majority of its voting power or its equity securities
or equity interest is owned directly or indirectly by the Company.



“Substitute Awards” shall mean Awards granted solely in assumption of, or in substitution for,
outstanding awards previously granted by a Person acquired by the Company or with which the Company
or one of its Subsidiaries combines.



“Termination of Employment” shall mean the termination of the employee-employer relationship
between a Participant and the Employer for any reason, with or without Cause, including, but not by
way of limitation, a termination by resignation, discharge, death, Disability, Workforce Reduction
or Retirement, but excluding (i) terminations where there is a simultaneous reemployment or
continuing employment of the Participant by another Employer; (ii) at the discretion of the
Committee, terminations which result in a temporary severance of the employee-employer
relationship; and (iii) at the discretion of the Committee, terminations which are followed by the
simultaneous establishment of a consulting relationship by an Employer with the Participant. The
Committee, in its absolute discretion, shall determine the effect of all matters and questions
relating to Termination of Employment, including, but not by way of limitation, the question of
whether a Termination of Employment resulted from a discharge for Cause, and all questions of
whether particular leaves of absence constitute Terminations of Employment. However,
notwithstanding any provision of this Plan, an Employer has an absolute and unrestricted right to
terminate an Employee’s employment at any time for any reason whatsoever, with or without Cause.




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“Workforce Reduction” shall mean any termination of the employee-employer relationship between a
Participant and the Employer as a result of the discontinuation by the Company of a business or
line of business or a realignment of the Company, or a part thereof, or any other similar type of
event, provided that the Committee or the Board has designated such discontinuation, realignment or
other event as a “Workforce Reduction” for purposes of this Plan.




SECTION 3 — Administration



(A) Authority of Committee. Except as provided by Section 9 hereof, the Plan shall be
administered by the Committee, it being understood that the Board retains the right to make Awards
under the Plan. Subject to the terms of the Plan and applicable law, and in addition to other
express powers and authorizations conferred on the Committee by the Plan, the Committee shall have
full power and authority in its discretion to: (i) designate Participants; (ii) determine the type
or types of Awards to be granted to a Participant; (iii) determine the number of Shares to be
covered by, or with respect to which payments, rights, or other matters are to be calculated in
connection with, Awards; (iv) determine the timing, terms, and conditions of any Award; (v)
accelerate the time at which all or any part of an Award may be settled or exercised; (vi)
determine whether, to what extent, and under what circumstances Awards may be settled or exercised
in cash, Shares, other securities, other Awards or other property, or canceled, forfeited, or
suspended, and the method or methods by which Awards may be settled, exercised, canceled,
forfeited, or suspended; (vii) determine whether, to what extent, and under what circumstances
cash, Shares, other securities, other Awards, other property, and other amounts payable with
respect to an Award shall be deferred either automatically or at the election of the holder thereof
or of the Committee; (viii) interpret and administer the Plan and any instrument or agreement
relating to, or Award made under, the Plan; (ix) amend or modify the terms of any Award after
grant; (x) establish, amend, suspend, or waive such rules and regulations and appoint such agents
as it shall deem appropriate for the proper administration of the Plan; and (xi) make any other
determination and take any other action that the Committee deems necessary or desirable for the
administration of the Plan subject to the exclusive authority of the Board under Section 14
hereunder to amend, suspend or terminate the Plan.



(B) Committee Discretion Binding. Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations, and other decisions under or with respect to the
Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and
shall be final, conclusive, and binding upon all Persons, including any Employer, any Participant,
any holder or beneficiary of any Award, any Employee, any Non-Employee Director and any Regional
Board Member.



(C) Action by the Committee. Except as otherwise provided by the Board, the provisions of
this Section 3(C) shall apply to the Committee. The Committee shall select one of its members as
its chairperson and shall hold its meetings at such times and places and in such manner as it may
determine. A majority of its members shall constitute a quorum. Any decision or determination
reduced to writing and signed by all of the members of the Committee shall be fully effective as if
it had been made by a majority vote at a meeting duly called and held. The Committee may appoint a
secretary and may make such rules and regulations for the conduct of its business, as it shall deem
advisable.



(D) Delegation. Subject to the terms of the Plan, the Board or the Committee may, to the
extent permitted by law, delegate to (i) a subcommittee of the Committee, (ii) one or more officers
or managers of an Employer or (iii) a committee of such officers or managers, the authority,
subject to such terms and limitations as the Board or the Committee shall determine, to grant
Awards to, or to cancel, modify or waive rights with respect to or to alter, discontinue, suspend,
or terminate Awards held by, Participants who are not officers or directors of the Company for
purposes of Section 16 or who are otherwise not subject to Section 16, and who are not Covered
Officers.



(E) Indemnification. No member of the Board or the Committee or any Employee (each such
person a “Covered Person”) shall have any liability to any person (including any grantee) for any
action taken or


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omitted to be taken or any determination made in good faith with respect to the Plan or any Award.
Each Covered Person shall be indemnified and held harmless by the Company against and from any
loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred
by such Covered Person in connection with or resulting from any action, suit or proceeding to which
such Covered Person may be a party or in which such Covered Person may be involved by reason of any
action taken or omitted to be taken under the Plan or any Award Agreement and against and from any
and all amounts paid by such Covered Person, with the Company’s approval, in settlement thereof, or
paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding
against such Covered Person, provided that the Company shall have the right, at its own expense, to
assume and defend any such action, suit or proceeding and, once the Company gives notice of its
intent to assume the defense, the Company shall have sole control over such defense with counsel of
the Company’s choice. The foregoing right of indemnification shall not be available to a Covered
Person to the extent that a court of competent jurisdiction in a final judgment or other final
adjudication, in either case, not subject to further appeal, determines that the acts or omissions
of such Covered Person giving rise to the indemnification claim resulted from such Covered Person’s
bad faith, fraud or willful misconduct. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which Covered Persons may be entitled under the
Company’s Restated Charter or Bylaws, as a matter of law, or otherwise, or any other power that the
Company may have to indemnify such persons or hold them harmless.




SECTION 4 — Shares Available for Awards



(A) Shares Available. Subject to the provisions of Section 4(B) hereof, the stock to be
subject to Awards under the Plan shall be Shares and the maximum number of Shares which may be
issued with respect to Awards shall be 8,500,000, of which no more than 4,800,000 shall be issued
with respect to Awards other than Options. If, after the effective date of the Plan, any Shares
covered by an Award granted under this Plan, or to which such an Award relates, are forfeited, or
if such an Award is settled for cash or otherwise terminates, expires unexercised, or is canceled
without the delivery of Shares, then the Shares covered by such Award, or to which such Award
relates, or the number of Shares otherwise counted against the aggregate number of Shares which may
be issued with respect to Awards, to the extent of any such settlement, forfeiture, termination,
expiration, or cancellation, shall again become Shares which may be issued with respect to Awards.
In the event that any Option or other Award granted hereunder is exercised through the delivery of
Shares by the Participant or in the event that withholding tax liabilities arising from such Award
are satisfied by the withholding of Shares by the Company from the total number of Shares that
otherwise would have been delivered to the Participant, the number of Shares which may be issued
with respect to Awards shall be increased by the number of Shares so surrendered or withheld.
Notwithstanding the foregoing and subject to adjustment as provided in Section 4(B) hereof, the
number of Shares with respect to which Options and SARs may be granted to any one Participant in
any one calendar year shall be no more than 500,000 Shares.



(B) Adjustments. The number of Shares covered by each outstanding Award, the number of
Shares available for Awards, the number of Shares that may be subject to Awards to any one
Participant, and the price per Share covered by each such outstanding Award shall be
proportionately adjusted for any increase or decrease in the number of issued Shares resulting from
a stock split, reverse stock split, stock dividend, recapitalization, combination or
reclassification of the Shares, and may be proportionately adjusted, as determined in the sole
discretion of the Board, for any other increase or decrease in the number of issued Shares effected
without receipt of consideration by the Company or to reflect any distributions to holders of
Shares other than regular cash dividends. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number
or price of Shares subject to an Award. After any adjustment made pursuant to this paragraph, the
number of Shares subject to each outstanding Award may be rounded down to the nearest whole number
of shares


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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
Award types and for different Award tranches or sizes within any single type. Notwithstanding any
other provision of this paragraph, 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 Award by either of the
following alternative methods applicable to that Award, in lieu of the method provided
above.






(a) The Company may defer making any formal adjustment to individual Awards 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) In the case of an Option or SAR Award, prior to making any such formal adjustment(s)
to such individual Award or in lieu of making any such formal adjustment(s), the Company
may make one or more informal adjustments to such individual Award at the time that the
holder exercises such Award (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 Award holder for
no additional consideration such whole number of additional Shares to which the Award
holder would have been entitled if formal adjustments to the holder’s Award 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 Award within such period of
time as may, in the discretion of the Company, be appropriate to best preserve the status
of such Awards 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 Awards are deferred or whether
only informal adjustments are made to individual Awards, the number of Shares available for
Awards 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 Award under Treasury Regulation §1.83-7 or (b)
the time any Shares acquired pursuant to the exercise of the Award first become
substantially vested as defined in Treasury Regulation §1.83-3(b). In the event of any
partial exercise or disposition of an





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	 	 	 	Award or any partial vesting and delivery of Shares under an Award, the foregoing
provisions in this (iv) shall be applied to the Award in the same proportions.
	 
	 	(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.




(C) Substitute Awards. Any Shares issued by the Company as Substitute Awards shall not
reduce the Shares available for Awards under the Plan.



(D) Sources of Shares Deliverable Under Awards. Any Shares delivered pursuant to an Award
may consist, in whole or in part, of authorized and unissued Shares or of issued Shares which have
been reacquired by the Company.




SECTION 5 — Eligibility



Any Employee (including any officer or employee-director of an Employer), Non-Employee Director or
Regional Board Member shall be eligible to be designated a Participant; provided, however, that
Non-Employee Directors shall only be eligible to receive Awards granted pursuant to Section 9
hereof.




SECTION 6 — Stock Options and Stock Appreciation Rights



(A) Grant. Except as provided by Sections 3 and 9 hereof, the Committee shall have sole
and complete authority to determine the Participants to whom Options and SARs shall be granted, the
number of Shares subject to each Award, the exercise price and the conditions and limitations
applicable to the exercise of Options and SARs. A person who has been granted an Option or SAR
under this Plan may be granted additional Options or SARs under the Plan if the Committee shall so
determine.



(B) Option Price. The Committee, in its sole discretion, shall establish the Option Price
at the time each Option is granted. Except in the case of Substitute Awards, the Option Price of
an Option may not be less than 100% of the Fair Market Value of the Shares with respect to which
the Option is granted on the date of grant of such Option. Notwithstanding the prior sentence, the
Option Price of an Option may be less than 100% of the Fair Market Value of the Shares with respect
to which the Option is granted on the date of grant of such Option if (i) the grantee of the Option
has entered into an agreement with the Company pursuant to which the grant of the Option is in lieu
of the payment of compensation and (ii) the amount of such compensation when added to the Option
Price of the Option equals at least 100% of the Fair Market Value of the Shares with respect to
which the Option is granted on the date of grant of such Option. Notwithstanding the foregoing and
except as provided by Sections 4(B) and 14(C) hereof, the Committee shall not have the power to (i)
amend the terms of previously granted Options to reduce the Option Price of such Options, or (ii)
cancel such Options and grant substitute Options with a lower Option Price than the cancelled
Options, without shareholder approval.



(C) Term. Subject to the Committee’s authority under Section 3(A) hereof, each Option and
SAR and all rights and obligations thereunder shall expire on the date determined by the Committee
and specified in the Award Agreement. The Committee shall be under no duty to provide terms of
like duration for Options or SARs granted under the Plan. Notwithstanding the foregoing, no Option
shall be exercisable after the expiration of ten (10) years from the date such Option was granted.




10









 







(D) Transfer Restrictions. Except as otherwise provided in this Section 6(D), no Option
shall be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered, hedged or
disposed of, in any manner, whether voluntarily or involuntarily, including by operation of law
(other than by will or the laws of descent and distribution). The Committee may in its discretion
permit the transfer of an Option by a Participant to or for the benefit of the Participant’s
Immediate Family (including, without limitation, to a trust for the benefit of the Participant’s
Immediate Family or to a partnership or limited liability company for one or more members of the
Participant’s Immediate Family), subject to such limits as the Committee may establish, and the
transferee shall remain subject to all the terms and conditions applicable to the Option prior to
such transfer. The foregoing right to transfer the Option shall apply to the right to consent to
amendments to any Award Agreement evidencing such Option and, in the discretion of the Committee,
shall also apply to the right to transfer ancillary rights associated with the Option. For
purposes of this paragraph, the term “Immediate Family” shall mean the Participant’s spouse,
parents, children, stepchildren, adopted relations, sisters, brothers, grandchildren and
step-grandchildren.



(E) Exercise.





	 	(i)	 	Each Option and SAR shall be exercisable at such times and subject to such terms and
conditions as the Committee may, in its sole discretion, specify in the applicable Award
Agreement or thereafter. The Committee shall have full and complete authority to determine
whether an Option or SAR will be exercisable in full at any time or from time to time
during the term of the Option or SAR, or to provide for the exercise thereof in such
installments, upon the occurrence of such events and at such times during the term of the
Option or SAR as the Committee may determine.
	 
	 	(ii)	 	The Committee may impose such conditions with respect to the exercise of Options,
including without limitation, any relating to the application of federal, state or foreign
securities laws or the Code, as it may deem necessary or advisable. The exercise of any
Option granted hereunder shall be effective only at such time as the sale of Shares
pursuant to such exercise will not violate any state or federal securities or other laws,
as determined by the Committee in its sole discretion.
	 
	 	(iii)	 	An Option or SAR may be exercised in whole or in part at any time, with respect to
whole Shares only, within the period permitted thereunder for the exercise thereof, and
shall be exercised by written notice of intent to exercise the Option or SAR, delivered to
the Company at its principal office, and payment in full to the Company at said office of
the amount of the Option Price for the number of Shares with respect to which the Option is
then being exercised.
	 
	 	(iv)	 	Payment of the Option Price shall be made in cash or cash equivalents, or, at the
discretion of the Committee, (i) by tendering, either by way of actual delivery of Shares
or attestation, whole Shares that have been owned by the Option holder for not less than
six (6) months, if acquired directly from the Company, or that have been owned for any
period of time, if acquired on the open market, prior to the date of exercise, valued at
the Fair Market Value of such Shares on the date of exercise, together with any applicable
withholding taxes, (ii) by a combination of such cash (or cash equivalents) and such Shares
or (iii) by such other method of exercise as may be permitted from time to time by the
Committee; provided, however, that the optionee shall not be entitled to tender Shares
pursuant to successive, substantially simultaneous exercises of an Option or any other
stock option of the Company. Subject to applicable securities laws and at the discretion
of the Committee, an Option may also be exercised by delivering a notice of exercise of the
Option and simultaneously selling the Shares thereby acquired, pursuant to a brokerage or
similar agreement or program approved in advance by the Committee. Until the optionee has
been issued the Shares subject to such exercise, he or she shall possess no rights as a
shareholder with respect to such Shares and




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	 	 	 	shall not be entitled to any dividend or distribution the record date of which is prior
to the date of issuance of such Shares. At the Committee’s discretion, the amount
payable as a result of the exercise of an SAR may be settled in cash, Shares, or a
combination of cash and Shares. A fractional Share shall not be deliverable upon the
exercise of a SAR but a cash payment will be made in lieu thereof.
	 
	 	(v)	 	Notwithstanding anything in this Plan to the contrary, a Participant shall be required
to pay to the Company an amount equal to the spread realized in connection with the
Participant’s exercise of an Option within six months prior to such Participant’s
termination of employment by resignation in the event that such Participant, within six
months following such Participant’s termination of employment by resignation, engages
directly or indirectly in any activity determined by the Committee, in its sole discretion,
to be competitive with any activity of the Company or any of its Subsidiaries. This
subsection (v) shall be void and of no legal effect upon a Change in Control.





SECTION 7 — Restricted Stock and Restricted Stock Units



(A) Grant.





	 	(i)	 	Except as provided by Sections 3 and 9 hereof, the Committee shall have sole and
complete authority to determine the Participants to whom Restricted Stock and Restricted
Stock Units shall be granted, the number of shares of Restricted Stock and/or the number of
Restricted Stock Units to be granted to each Participant, the duration of the period during
which, and the conditions under which, the Restricted Stock and Restricted Stock Units may
be forfeited to the Company, and the other terms and conditions of such Awards. The
Restricted Stock and Restricted Stock Unit Awards shall be evidenced by Award Agreements in
such form as the Committee shall from time to time approve, which agreements shall comply
with and be subject to the terms and conditions provided hereunder and any additional terms
and conditions established by the Committee that are consistent with the terms of the Plan.
	 
	 	(ii)	 	Each Restricted Stock or Restricted Stock Unit Award made under the Plan shall be for
such number of Shares as shall be determined by the Committee and set forth in the
agreement containing the terms of such Restricted Stock or Restricted Stock Unit Award.
Such agreement shall set forth a period of time during which the grantee must remain in the
continuous employment of one or more Employers in order for the forfeiture and transfer
restrictions to lapse. If the Committee so determines, the restrictions may lapse during
such restricted period in installments with respect to specified portions of the Shares
covered by the Restricted Stock or Restricted Stock Unit Award. The agreement may also, in
the discretion of the Committee, set forth performance or other conditions that, if
satisfied, will result in the lapsing of any applicable forfeiture and transfer
restrictions. The Committee may, at its discretion, waive all or any part of the
restrictions applicable to any or all outstanding Restricted Stock and Restricted Stock
Unit Awards.




(B) Delivery of Shares and Transfer Restrictions. The Company may implement the grant of a
Restricted Stock Award by (i) book-entry issuance of Shares to the Participant in an account
maintained by the Company at its transfer agent or (ii) delivery of certificates for Shares to the
Participant who must execute appropriate stock powers in blank and return the certificates and
stock powers to the Company. Such certificates and stock powers shall be held by the Company or
any custodian appointed by the Company for the account of the grantee subject to the terms and
conditions of the Plan, and the certificate shall bear such a legend setting forth the restrictions
imposed thereon as the Committee, in its discretion, may determine. Unless otherwise determined by
the Committee, the grantee shall have all rights of a shareholder with respect to the shares of
Restricted Stock, including the right to receive dividends and the right to vote such Shares,
subject to the following restrictions: (i) in the case of certificated Shares, the


12









 






grantee shall not be entitled to delivery of the stock certificate until the expiration of the
restricted period and the fulfillment of any other restrictive conditions set forth in the Award
Agreement with respect to such Shares; (ii) none of the Shares may be sold, assigned, transferred,
pledged, hypothecated or otherwise encumbered, hedged or disposed of, in any manner, whether
voluntarily or involuntarily, including by operation of law (other than by will or the laws of
descent and distribution) until the expiration of the restricted period and the fulfillment of any
other restrictive conditions set forth in the Award Agreement with respect to such Shares; and
(iii) except as otherwise determined by the Committee, all of the Shares shall be forfeited and all
rights of the grantee to such Shares shall terminate, without further obligation on the part of the
Company, unless the grantee remains in the continuous employment of one or more Employers for the
entire restricted period in relation to which such Shares were granted and unless any other
restrictive conditions relating to the Restricted Stock Award are met. Any Shares, any other
securities of the Company and any other property (except for cash dividends) distributed with
respect to the Shares subject to Restricted Stock Awards shall be subject to the same restrictions,
terms and conditions as such Restricted Stock.



(C) Termination of Restrictions. At the end of the restricted period and provided that any
other restrictive conditions of the Restricted Stock Award are met, or at such earlier time as
otherwise determined by the Committee, all restrictions set forth in the Award Agreement relating
to the Restricted Stock Award or in the Plan shall lapse as to the restricted Shares subject
thereto, and, if certificated, a stock certificate for the appropriate number of Shares, free of
the restrictions and restricted stock legend imposed thereon by the Committee as described in the
second sentence of Subsection (B) of this Section 7, shall be delivered to the Participant or the
Participant’s beneficiary or estate, as the case may be.



(D) Payment of Restricted Stock Units. Each Restricted Stock Unit shall have a value equal
to the Fair Market Value of a Share. Restricted Stock Units shall be paid in cash, Shares, other
securities or other property, as determined in the sole discretion of the Committee, upon the lapse
of the restrictions applicable thereto, or otherwise in accordance with the applicable Award
Agreement. The Committee may, in its sole and absolute discretion, credit Participants with
dividend equivalents on any Restricted Stock Units credited to the Participant’s account at the
time of any payment of dividends to shareholders on Shares. The amount of any such dividend
equivalents shall equal the amount that would have been payable to the Participant as a shareholder
in respect of a number of Shares equal to the number of Restricted Stock Units then credited to
him. Any such dividend equivalents shall be credited to the Participant’s account as of the date
on which such dividend would have been payable and shall be converted into additional Restricted
Stock Units based upon the Fair Market Value of a Share on the date of such crediting. Restricted
Stock Units may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered,
hedged or disposed of, in any manner, whether voluntarily or involuntarily, including by operation
of law (other than by will or the laws of descent and distribution) until the expiration of the
applicable restricted period and the fulfillment of any other restrictive conditions relating to
the Restricted Stock Unit Award. Except as otherwise determined by the Committee, all Restricted
Stock Units and all rights of the grantee to such Restricted Stock Units shall terminate, without
further obligation on the part of the Company, unless the grantee remains in continuous employment
of one or more Employers for the entire restricted period in relation to which such Restricted
Stock Units were granted and unless any other restrictive conditions relating to the Restricted
Stock Unit Award are met.




SECTION 8 — Performance Awards



(A) Grant. The Committee shall have sole and complete authority to determine the
Participants who shall receive a Performance Award, which shall consist of a right that is (i)
denominated in cash and/or Shares, (ii) valued, as determined by the Committee, in accordance with
the achievement of such performance goals during such performance periods as the Committee shall
establish, and (iii) payable at such time and in such form as the Committee shall determine. The
Committee may, in its sole and absolute discretion, designate whether any Performance Award being
granted to any Participant is


13









 






intended to be “performance-based compensation” as that term is used in Section 162(m). Any
Performance Awards designated by the Committee as “performance-based compensation” shall be subject
to the terms and provisions of Section 10 hereof.



(B) Terms and Conditions. Subject to the terms of the Plan, the Committee shall determine
the performance goals to be achieved during any performance period, the length of any performance
period, the amount of any Performance Award and the amount and kind of any payment or transfer to
be made pursuant to any Performance Award, and may change specific provisions of the Performance
Award, provided, however, that such change may not adversely affect existing Performance Awards
made within a performance period commencing prior to implementation of the change.



(C) Payment of Performance Awards. Performance Awards may be paid in a lump sum or in
installments following the close of the performance period or, in accordance with the procedures
established by the Committee, on a deferred basis. If a Participant ceases to be employed by any
Employer during a performance period because of death, Disability, Retirement or other circumstance
in which the Committee in its discretion finds that a waiver would be appropriate, that
Participant, as determined by the Committee, may be entitled to a payment of a Performance Award,
or a portion thereof, at the end of the performance period; provided, however, that the Committee
may provide for an earlier payment in settlement of such Performance Award in such amount and under
such terms and conditions as the Committee deems appropriate or desirable. Unless otherwise
determined by the Committee, Termination of Employment prior to the end of any performance period
will result in the forfeiture of the Performance Award, and no payments will be made. A
Participant’s rights to any Performance Award may not be sold, assigned, transferred, pledged,
hypothecated or otherwise encumbered, hedged or disposed of in any manner, whether voluntarily or
involuntarily, including by operation of law (other than by will or the laws of descent and
distribution).




SECTION 9 — Non-Employee Director Awards



The Board may provide that all or a portion of a Non-Employee Director’s annual retainer and/or
meeting fees, or other forms of compensation, be payable (either automatically or at the election
of a Non-Employee Director) in the form of Options, SARs, Restricted Stock or Restricted Stock
Units. The Board shall determine the terms and conditions of any such Awards, including the terms
and conditions which shall apply upon a termination of the Non-Employee Director’s service as a
member of the Board, and shall have full power and authority in its discretion to administer such
Awards, subject to the terms of the Plan and applicable law.




SECTION 10 — Provisions Applicable to Covered Officers and Performance-Based Awards



Notwithstanding anything in the Plan to the contrary, unless the Committee determines otherwise,
all performance-based Restricted Stock Awards, Restricted Stock Unit Awards or Performance Awards
shall be subject to the terms and provisions of this Section 10.



(A) Restricted Stock Awards, Restricted Stock Unit Awards and Performance Awards to Covered
Officers shall vest or become exercisable upon the attainment of performance targets related to one
or more performance goals selected by the Committee from among the goals specified below. For the
purposes of this Section 10, performance goals shall be limited to one or a combination of the
following Employer, operating unit, division, line of business, department, team or business unit
financial performance measures: stock price; dividends; total shareholder return; earnings per
share; price/earnings ratio; market capitalization; book value; revenues; expenses; loans;
deposits; non-interest income; net interest income; fee income; operating income before or after
taxes; net income before or after taxes; net income before securities transactions; net or
operating income excluding non-recurring charges; return on assets; return on equity; return on
capital; cash flow; credit quality; service quality; market share;


14









 






customer retention; efficiency ratio; strategic business objectives, consisting of one or more
objectives based on meeting specified cost targets, business expansion goals and goals relating to
acquisitions or divestitures; and, except in the case of a Covered Officer, any other performance
criteria established by the Committee. Each goal may be expressed on an absolute and/or relative
basis, may be based on or otherwise employ comparisons based on internal targets, the past
performance of the Company (consolidated or unconsolidated) and/or the past or current performance
of other companies, the performance of other companies over one or more years or an index of the
performance of other companies, markets or economic metrics over one or more years, and in the case
of earnings-based measures, may use or employ comparisons relating to capital, shareholders’ equity
and/or Shares outstanding, or to assets or net assets.



(B) The maximum annual number of Shares in respect of which all performance-based Restricted Stock
Awards, Restricted Stock Unit Awards and Performance Awards may be granted to a Participant under
the Plan is 100,000 and the maximum annual amount of any Awards settled in cash to a Participant
under the Plan is $4,000,000.



(C) To the extent necessary to comply with Section 162(m), with respect to performance-based
Restricted Stock Awards, Restricted Stock Unit Awards and Performance Awards, no later than 90 days
following the commencement of each performance period (or such other time as may be required or
permitted by Section 162(m)), the Committee shall, in writing, (1) select the performance goal or
goals applicable to the performance period, (2) establish the various targets and bonus amounts
which may be earned for such performance period, and (3) specify the relationship between
performance goals and targets and the amounts to be earned by each Covered Officer for such
performance period. Following the completion of each performance period, the Committee shall
certify in writing whether the applicable performance targets have been achieved and the amounts,
if any, payable to Covered Officers for such performance period. In determining the amount earned
by a Covered Officer for a given performance period, subject to any applicable Award Agreement, the
Committee shall have the right to reduce (but not increase) the amount payable at a given level of
performance to take into account additional factors that the Committee may deem relevant to the
assessment of individual or corporate performance for the performance period.




SECTION 11 — Termination of Employment



The Committee shall have the full power and authority to determine the terms and conditions that
shall apply to any Award upon a Termination of Employment and shall provide such terms in the Award
Agreement. Notwithstanding the foregoing and subject to the limitation contained in the last
sentence of Section 6(c) hereof, upon the Termination of Employment as a result of a Workforce
Reduction of an Employee who has received an Award of Options, such Options shall expire on the
date specified by the Committee at the time of the Termination of Employment, not to exceed five
(5) years after the date of such Termination of Employment.




SECTION 12 — Change in Control



Upon a Change in Control, all outstanding Awards granted prior to January 16, 2007 shall vest,
become immediately exercisable or payable or have all restrictions lifted, as the case may be. Upon
a Qualifying Termination following a Change in Control, all outstanding Awards granted on and
following January 16, 2007 shall vest, become immediately exercisable or payable or have all
restrictions lifted, as the case may be. In addition, an Award Agreement or an individual agreement
between the Participant and the Company may provide for additional benefits to the Participant upon
a Change in Control.




15









 








SECTION 13 — Compliance with Section 409A of the Code



(A) The foregoing definitions of “Change in Control” and “Qualifying Termination” shall not be
changed or modified by this Section 13 to the extent that such definitions apply to an Exempt
Award, and such definitions shall not be changed or modified by this Section 13 to the extent
relevant to vesting of a Deferred Compensation Award, rather than payment of a Deferred
Compensation Award, and compliance with Section 409A of such definitions is not otherwise required.
In all other cases, “Change in Control” shall have the meaning set forth in Section 13(B), and a
Qualifying Termination shall not constitute a Qualifying Termination unless such event also
constitutes a separation from service as provided in Section 13(C).



(B) “Change in Control” means the occurrence with respect to the Company of any of the following
events: (i) a change in the ownership of the Company; (ii) a change in the effective control of
the Company; (iii) a change in the ownership of a substantial portion of the assets of the Company.



For purposes of this Section, a change in the ownership of the Company occurs on the date on which
any one person, or more than one person acting as a group, acquires ownership of stock of the
Company that, together with stock held by such person or group constitutes more than 50% of the
total fair market value or total voting power of the stock of the Company. A change in the
effective control of the Company occurs on the date on which either (i) a person, or more than one
person acting as a group, acquires ownership of stock of the Company possessing 30% or more of the
total voting power of the stock of the Company, taking into account all such stock acquired during
the 12-month period ending on the date of the most recent acquisition, or (ii) a majority of the
members of the Company’s Board of Directors is replaced during any 12-month period by directors
whose appointment or election is not endorsed by a majority of the members of such Board of
Directors prior to the date of the appointment or election. A change in the ownership of a
substantial portion of assets occurs on the date on which any one person, or more than one person
acting as a group, other than a person or group of persons that is related to the Company, acquires
assets from the Company that have a total gross fair market value equal to or more than 40% of the
total gross fair market value of all of the assets of the Company immediately prior to such
acquisition or acquisitions, taking into account all such assets acquired during the 12-month
period ending on the date of the most recent acquisition.



An event constitutes a Change in Control with respect to a Participant only if the Participant
performs services for the Company, or the Participant’s relationship to the Company otherwise
satisfies the requirements of Treasury Regulation Section 1.409A-3(i)(5)(ii).



The determination as to the occurrence of a Change in Control shall be based on objective facts and
in accordance with the requirements of Section 409A of the Code.



(C) Whether a separation from service has occurred shall be determined in accordance with Section
409A of the Code, and the following rules shall apply:





	 	(i)	 	Except in the case of a Participant on a bona fide leave of absence as provided below,
a Participant is deemed to have incurred a separation from service if the Company and the
Participant reasonably anticipate that the level of services to be performed by the
Participant after a date certain would be reduced to twenty percent (20%) or less of the
average services rendered by the Participant during the immediately preceding thirty-six
(36) month period disregarding periods during which the Participant was on a bona fide
leave of absence.
	 
	 	(ii)	 	A Participant who is absent from work due to military leave, sick leave or other bona
fide leave of absence shall incur a separation from service on the first day immediately
following the later of (a) the six-month anniversary of the commencement of the leave or
(b) the expiration of the Participant’s right, if any, to reemployment or to return to work
under statute or contract.




16









 






	 	(iii)	 	For purposes of determine whether a separation from service has occurred, the Company
and its affiliates shall be treated as a single employer. For this purpose, an affiliate
means a corporation, trade or business that, together with the Company, is treated as a
single employer under Section 414(b) or (c) of the Code, except that for the foregoing
purposes, common ownership of at least fifty percent (50%) shall be determinative.
	 
	 	(iv)	 	The Committee specifically reserves the right to determine whether a sale or other
disposition of substantial assets to an unrelated party constitutes a separation from
service with respect to a Participant providing services to the seller immediately prior to
the transaction and providing services to the buyer after the transaction. Such
determination shall be made in accordance with the requirements of Section 409A of the
Code.




(D) Notwithstanding any provision of the Plan to the contrary, with respect to a Deferred
Compensation Award to a Participant who is a Specified Employee as of the date such Participant
incurs a separation from service (as provided in Section 13(C)), payment shall be made no earlier
than the first day of the seventh month following the month in which such separation from service
occurs. On such date, the Participant shall receive all payments that would have been made on or
before such date but for the provisions of this section, and the terms of this section shall not
affect the timing or amount of any payment to be made after such date under other provisions of the
Plan, this Amendment or the Award.



(E) The provisions of this Section 13 shall apply only to Awards made after October 16, 2007.




SECTION 14 — Amendment, Suspension and Termination



(A) Termination, Suspension or Amendment of the Plan. The Board may amend, alter, modify,
suspend, discontinue, or terminate the Plan or any portion thereof at any time, except that the
Board shall not amend the Plan in violation of law. No such amendment, alteration, modification,
suspension, discontinuation or termination shall materially and adversely affect any right acquired
by any Participant or beneficiary of a Participant under the terms of an Award granted before the
date of such amendment, alteration, modification, suspension, discontinuation or termination,
unless such Participant or beneficiary shall consent.



(B) Termination, Suspension or Amendment of Awards. Subject to the restrictions of Section
6(B) hereof, the Committee may waive any conditions or rights under, amend any terms of, or modify,
alter, suspend, discontinue, cancel or terminate, any Award theretofore granted, prospectively or
retroactively; provided that any such waiver, amendment, modification, alteration, suspension,
discontinuance, cancellation or termination that would materially and adversely affect the rights
of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that
extent be effective without the consent of the affected Participant, holder, or beneficiary;
provided, however, that it shall be conclusively presumed that any adjustment for changes in
capitalization as provided in Section 4 hereof does not materially and adversely affect any such
rights.



(C) Adjustments of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events.
The Committee is hereby authorized to make adjustments in the terms and conditions of, and the
criteria included in, Awards in recognition of unusual or nonrecurring events (including, without
limitation, the events described in Section 4(B) hereof) affecting the Company, any Subsidiary, or
the financial statements of the Company or any Subsidiary, or of changes in applicable laws,
regulations, or accounting principles, whenever the Committee is required to make such adjustments
pursuant to section 4(B) hereof or whenever the Board, in its sole discretion, determines that such
adjustments are appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan; provided that, with respect to
Awards intended to comply with Section 162(m), no such adjustment shall be authorized to the extent
that such authority would be inconsistent with having either the Plan or any Awards granted
hereunder meeting the requirements of Section 162(m).




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SECTION 15 — General Provisions



(A) Dividend Equivalents. In the sole and complete discretion of the Committee, an Award
(other than an Option) may provide the Participant with dividends or dividend equivalents, payable
in cash, Shares, other securities or other property on a current or deferred basis. All dividend
or dividend equivalents which are not paid currently may, at the Committee’s discretion, accrue
interest, be reinvested into additional Shares, or in the case of dividends or dividend equivalents
credited in connection with Performance Awards, be credited as additional Performance Awards and
paid to the Participant if and when, and to the extent that, payment is made pursuant to such
Award. The total number of Shares available for Awards under Section 4 hereof shall not be reduced
to reflect any dividends or dividend equivalents that are reinvested into additional Shares or
credited as Performance Awards.



(B) No Rights to Awards. No Person shall have any claim to be granted any Award, and there
is no obligation for uniformity of treatment of Employees, Non-Employee Directors, Regional Board
Members or holders or beneficiaries of Awards. The terms and conditions of Awards need not be the
same with respect to each recipient.



(C) Share Certificates. All certificates for Shares or other securities of the Company or
any Subsidiary delivered under the Plan pursuant to any Award or the exercise thereof shall be
subject to such stop transfer orders and other restrictions as the Committee may deem advisable
under the Plan or the rules, regulations, and other requirements of the SEC, any stock exchange
upon which such Shares or other securities are then listed, and any applicable federal, state or
foreign laws, and the Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.



(D) Withholding. A Participant may be required to pay to an Employer, and each Employer
shall have the right and is hereby authorized to withhold from any Award, from any payment due or
transfer made under any Award or under the Plan or from any compensation or other amount owing to a
Participant, the amount (in cash, Shares, other securities, other Awards or other property) of any
applicable withholding or other taxes in respect of an Award, its exercise, or any payment or
transfer under an Award or under the Plan and to take such other action as may be necessary in the
opinion of the Company to satisfy all obligations for the payment of such taxes.



(E) Award Agreements. Each Award hereunder shall be evidenced by an Award Agreement that
shall specify the terms and conditions of the Award and any rules applicable thereto. An Award
shall be effective only upon delivery to a Participant, either electronically or by paper means, of
an Award Agreement. In the event of a conflict between the terms of the Plan and any Award
Agreement, the terms of the Plan shall prevail.



(F) No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall
prevent the Company or any Subsidiary from adopting or continuing in effect other compensation
arrangements, which may, but need not, provide for the grant of Options, Restricted Stock, Shares
and other types of Awards provided for hereunder.



(G) No Right to Employment. The grant of an Award shall not be construed as giving a
Participant the right to be retained in the employ of any Employer. Further, an Employer may at
any time dismiss a Participant from employment, free from any liability or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.



(H) No Rights as Shareholder. Subject to the provisions of the applicable Award, no
Participant or holder or beneficiary of any Award shall have any rights as a shareholder with
respect to any Shares to be distributed under the Plan until such Shares are issued to such
Participant, holder or beneficiary and shall not be entitled to any dividend or distribution the
record date of which is prior to the date of such issuance.




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(I) Governing Law. The validity, construction, and effect of the Plan and any rules and
regulations relating to the Plan and any Award Agreement shall be determined in accordance with the
laws of the State of Tennessee without giving effect to the conflict of law principles thereof.



(J) Severability. If any provision of the Plan or any Award is, or becomes, or is deemed
to be, invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or
would disqualify the Plan or any Award under any law deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot
be construed or deemed amended without, in the determination of the Committee, materially altering
the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction,
Person or Award and the remainder of the Plan and any such Award shall remain in full force and
effect.



(K) Other Laws. The Committee may refuse to issue or transfer any Shares or other
consideration under an Award if, acting in its sole discretion, it determines that the issuance or
transfer of such Shares or such other consideration might violate any applicable law or regulation
(including applicable non-U.S. laws or regulations) or entitle the Company to recover the same
under Section 16(b) of the Exchange Act, and any payment tendered to the Company by a Participant,
other holder or beneficiary in connection with the exercise of such Award shall be promptly
refunded to the relevant Participant, holder, or beneficiary. Without limiting the generality of
the foregoing, no Award granted hereunder shall be construed as an offer to sell securities of the
Company, and no such offer shall be outstanding, unless and until the Committee in its sole
discretion has determined that any such offer, if made, would be in compliance with all applicable
requirements of the U.S. federal or non-U.S. securities laws and any other laws to which such
offer, if made, would be subject.



(L) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed
to create a trust or separate fund of any kind or a fiduciary relationship between the Company or
any Subsidiary and a Participant or any other Person. To the extent that any Person acquires a
right to receive payments from the Company or any Subsidiary pursuant to an Award, such right shall
be no greater than the right of any unsecured general creditor of the Company or any Subsidiary.



(M) No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to
the Plan or any Award, and the Committee shall determine whether cash, other securities, or other
property shall be paid or transferred in lieu of any fractional Shares or whether such fractional
Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.



(N) Headings. Headings are given to the Sections and subsections of the Plan solely as a
convenience to facilitate reference. Such headings shall not be deemed in any way material or
relevant to the construction or interpretation of the Plan or any provision thereof.



(O) Binding Effect. The terms of the Plan shall be binding upon the Company and its
successors and assigns and the Participants and their legal representatives, and shall bind any
successor of the Company (whether direct or indirect, by purchase, merger, consolidation or
otherwise), in the same manner and to the same extent that the Company would be obligated under
this Plan if no succession had taken place. In the case of any transaction in which a successor
would not by the foregoing provision or by operation of law be bound by this Plan, the Company
shall require such successor expressly and unconditionally to assume and agree to perform the
Company’s obligations hereunder, in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place.



(P) No Third Party Beneficiaries. Except as expressly provided herein or therein, neither
the Plan nor any Award Agreement shall confer on any person other than the Company and the grantee
of any Award any rights or remedies hereunder or thereunder. The exculpation and indemnification
provisions of Section 3(E) shall inure to the benefit of a Covered Person’s estate and
beneficiaries and legatees.




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(Q) Additional Transfer Restrictions. No transfer or an Award by a grantee by will or by
laws of descent and distribution shall be effective to bind the Company unless the Company shall
have been furnished with written notice thereof and an authenticated copy of the will and/or such
other evidence as the Committee may deem necessary to establish the validity of the transfer.



(R) Notwithstanding any provision of the Plan to the contrary, specifically including, but not
limited to, Section 3(A)(v), (vii), (ix) and (x) and Section 14, with respect to any Deferred
Compensation Award:





	 	(i)	 	Neither the Company nor the Committee may accelerate the time or form of payment of any
benefit due to the Participant hereunder unless such acceleration is permitted under Treas.
Reg. §1.409A-3(j)(4); and
	 
	 	(ii)	 	Neither the Company nor the Committee may delay the time for payment of any benefit due
to the Participant hereunder except to the extent permitted under Treas. Reg.
§1.409A-2(b)(7).




The provisions of this Subsection (R) shall apply only to Awards made after October 16, 2007.



(S) All references herein to Treasury Regulation §1.409A-1(b)(4) shall be to such regulation as
amended from time to time or to any successor provision. The foregoing provisions of this Plan as
amended are intended to cause the Plan to conform with the requirements of a plan providing only
for short-term deferrals as provided in Treasury Regulation §1.409A-1(b)(4), and the provisions of
this Plan as amended shall be construed in accordance with that intention. If any provision of
this Plan shall be inconsistent or in conflict with any applicable requirements for a short-term
deferral plan, then such requirement shall be deemed to override and supersede the inconsistent or
conflicting provision. Any required provision of a short-term deferral plan that is omitted from
this Plan shall be incorporated herein by reference and shall apply retroactively, if necessary,
and be deemed to be a part of this Plan to the same extent as though expressly set forth herein.
The Company will bear no responsibility for any determination by any other person or persons that
the terms, arrangements or administration of the Plan has given rise to any tax liability under
Section 409A of the Code. The provisions of this Subsection (S) shall apply only to Awards made
after October 16, 2007.



(T) Forfeiture and Reimbursement in the Context of Misconduct.





	 	(i)	 	In the event of a material restatement of the Company’s financial statements and to the
extent permitted by governing law, the Company reserves the right (and in certain cases may
have the legal duty) to cause or seek the forfeiture of all or any portion of any
Performance Award held by any Participant, and/or the reimbursement by any Participant to
the Company of all or any portion of any Performance Award paid (as defined in paragraph
(iii) below) to the Participant, for any Performance Award granted prior to July 15, 2008
having any performance period beginning on or after January 1, 2008 where:






	 	a)	 	the amount or payment of the Performance Award was predicated upon the
achievement of financial results of the Company (including any financial reporting
segment or unit) or any Subsidiary that were subsequently the subject of a material
restatement; and
	 
	 	b)	 	the Board or the Committee concludes in good faith that the Participant
engaged in fraud or intentional misconduct that was a material cause of the need for
the restatement; and
	 
	 	c)	 	a lower payment or no payment would have been made to the Participant
based directly or indirectly upon the restated financial results.






	 	(ii)	 	The Company reserves the right (and in certain cases may have the legal duty) to cause
or seek the forfeiture of all or any portion of any Performance Award held by any
Participant, and/or the reimbursement by any Participant to the Company of all or any
portion of any Performance Award paid (as defined in paragraph (iii) below) to the
Participant, for any Performance Award





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	 	 	 	granted on or after July 15, 2008 having any performance period beginning on or after
January 1, 2008 where the Board or the Committee concludes in good faith that the
Participant engaged in fraud or other intentional, knowing, or willful misconduct in
connection with the performance of his or her duties as an officer or employee of the
Company or of any of its Subsidiaries. In determining whether and to what extent the
Board or the Committee (as applicable) will cause the Company to exercise its rights
under this Section after finding that this Section applies, the Board or Committee may
weigh all material facts and circumstances pertaining to the relevant acts and events,
and may take any factors into account that it deems relevant to the determination,
including, among others, the following factors: the degree or risk of harm or other
consequences to the Company or its Subsidiaries, including tangible, financial,
regulatory, reputational or other intangible harm; the extent to which the misconduct was
intended to allow the Participant to personally gain a profit or advantage or personally
avoid a loss or disadvantage; the extent to which the Participant did or did not believe
his or her misconduct would further the best interests of the Company or its
Subsidiaries; the extent to which the Participant’s misconduct took advantage of or
otherwise betrayed a trust conferred upon that Participant; and the extent to which the
misconduct involved deceit by the Participant.
	 
	 	(iii)	 	For the purposes of this Section a Performance Award is “paid” when, among other
things, any one or more of the following occur: the Award results in a cash payment to or
for the benefit of the Participant; the Award results in shares issued or delivered to the
Participant; or the Award results in an increase in a deferral account of the Participant
or otherwise results in any credit for the account or benefit of the Participant. “Payment”
may occur, among other things, in connection with an exercise of the Award, the vesting of
the Award, the delivery of share certificates to the Participant, or the crediting of
shares to a Participant’s deferral, brokerage, or other account. The amount “paid” is the
amount of dollars or shares or both that is so paid, issued, delivered, increased, or
credited. Shares and share units “paid” include all proceeds from those shares, including
any cash, stock, or stock unit dividends related to those shares or units, as well as
shares or share units from stock splits related to those shares or units. Any Performance
Award earned and deferred and any Performance Award payments that are earned and deferred
for any reason are subject to this Section as having been “paid,” along with all dividends,
dividend equivalents, interest, shares, and other amounts earned upon or that are proceeds
of the amount or shares deferred. However, if the Participant elects to invest deferred
amounts in a manner that results in a loss, the Participant nevertheless may be required to
reimburse to the Company the full amount of the Performance Award (measured in dollars or
shares, as applicable at the time originally earned) if the conditions of this Section are
met.
	 
	 	(iv)	 	For the purposes of this Section, all amounts paid shall be calculated on a gross basis
regardless of the net amount remitted to the Participant. For example, if a Participant’s
Performance Award pays $1,000 gross and, after withholding for taxes and all other reasons,
$750 net is remitted directly to the Participant in cash, then under this Section the
Company may seek reimbursement of all or any portion of the $1,000 gross amount, provided
that the conditions set forth above are met.
	 
	 	(v)	 	For purposes of this Section, examples of lowering or eliminating a payment based on
restated financial results include, among other things: (a) the payment would have been
lower or eliminated directly by application of a performance goal based in whole or part on
a performance measure that incorporates or is adversely affected by the restated financial
results; and (b) the payment would have been lower or eliminated through the exercise of
discretion by the Committee if the Committee had known the restated financial results at
the time the discretion was exercised.




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	 	(vi)	 	Any of the Board, the Committee, the Chairman of the Committee, the Chairman of the
Board, or the Chief Executive Officer, acting singly based on any good faith suspicion that
the conditions of this Section above might be met, may halt and suspend payment of any
Performance Award (including payment of any amount deferred in connection with any
Performance Award and any earnings thereon or proceeds thereof) until the Board or
Committee has investigated, considered, and acted upon the matter hereunder. Any such
suspension shall be without interest owed to the Participant if it is later determined that
any payment should be made to the Participant after all.
	 
	 	(vii)	 	All Performance Awards under this Plan having any performance period beginning on or
after January 1, 2008 are granted and paid subject to the conditions, and the risk of later
reimbursement, imposed by this Section. No payment of any Performance Award, whether or not
following a suspension, shall operate to waive or diminish the Company’s right to seek
reimbursement under this Section.
	 
	 	(viii)	 	If the Board acts under this Section, any member of the Board that is a Participant shall
recuse him- or herself from participating in the matter as a Board member.





SECTION 16 — Term of the Plan



(A) Effective Date. The Plan shall be effective as of the date it has been approved by the
Company’s shareholders (the “Effective Date”).



(B) Expiration Date. No new Awards shall be granted under the Plan after the tenth (10th)
anniversary of the Effective Date. Unless otherwise expressly provided in the Plan or in an
applicable Award Agreement, any Award granted hereunder may, and the authority of the Board or the
Committee to amend, alter, modify, adjust, suspend, discontinue, or terminate any such Award or to
waive any conditions or rights under any such Award shall, continue after the authority for grant
of new Awards hereunder has been exhausted.





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