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EXHIBIT 10.1(g)




FIRST TENNESSEE NATIONAL CORPORATION




BANK DIRECTOR AND ADVISORY BOARD MEMBER DEFERRAL PLAN




(Adopted October 23, 1996; As Restated for Amendments through December 15, 2008)




 






     1. Purpose. The First Tennessee National Corporation Bank Director and Advisory Board
Member Deferral Plan (“Plan”) is designed to attract and retain directors of bank affiliates of
First Tennessee National Corporation (“Company”) and advisory board members of First Tennessee Bank
National Association (“Bank”), as described in Section 5 herein, of outstanding ability by
providing an attractive method to defer compensation by allowing participants to elect to receive
stock options on shares of the common stock of the Company, the parent company of the Bank and the
bank affiliates, in lieu of fees.



     2. Effective Date and Duration of Plan. The Plan shall become effective when approved
by the Board of Directors of the Company (“Board of Directors”). No options may be granted under
the Plan after the first business day of January 2002. The term of options granted on or before
such date may, however, extend beyond that date.



     3. Shares Subject to Plan. Subject to adjustment as provided in Section 9 herein, the
shares issuable under the Plan upon the exercise of stock options shall not exceed in the aggregate
85,000 shares of the common stock, par value $1.25 (as adjusted for stock splits), of the Company.
Such shares may be provided from shares purchased in the open market or privately or by the
issuance of previously authorized but unissued shares. If any options previously granted under the
Plan for any reason lapse or are forfeited, the shares subject to such option shall be restored to
the total number available for grant.



     4. Administration of Plan. The Plan shall be administered by a committee (the
“Committee”) whose members shall be appointed from time to time by, and shall serve at the pleasure
of, the Board of Directors. In addition, all members shall be directors of the Company and shall
meet the definitional requirements for “non-employee director” (with any exceptions therein
permitted) contained in the then current SEC Rule 16b-3 or any successor provision. Subject to the
provisions of the Plan, the Committee is granted the authority to interpret the Plan, adopt such
rules of procedure as it may deem proper, and make all other determinations necessary or advisable
for the administration of the Plan; provided, however, the Committee shall have no discretion to
make awards under the Plan. The Plan provides for the automatic, non-discretionary grant of stock
options to eligible Participants (hereinafter defined) who elect to participate in the Plan.



     5. Participation in Plan. All directors of bank affiliates (whether currently
existing or hereafter acquired or formed) of the Company who are not salaried employees of the
Company or any subsidiary of the Company and who are not directors of the Company or the Bank and
all advisory board members of the Bank who are members of Regional or Community Bank Advisory
Boards who are not salaried employees of the Company or any subsidiary of the Company and who are
not directors of the Company or Bank (“Participant”) are eligible to participate in the Plan.
Participation shall commence on the first day of the month (but not before January 1, 1997)
following receipt by the Committee or its designee of an irrevocable election to receive stock
options in lieu of all retainers, if any, of any kind, including bonuses, and all attendance fees
to be earned on and after such day and prior to January 1, 2002.



     6. Non-statutory Stock Options. All options granted under the Plan shall be
non-statutory stock options not intended to qualify as incentive stock options under Section 422A
of the Internal Revenue Code of 1986, as amended.



     7. Terms, Conditions, and Form of Options. Each option granted under the Plan shall
have the following terms and conditions and shall be evidenced by appropriate documentation
prescribed by the Committee or its designee (for all purposes under the Plan, in the absence of an
express designation by the Committee, the Company’s Personnel Division Manager is deemed to
be the Committee’s designee):



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          (a) Option Grant Dates. Options shall be granted automatically on the first business
day of each January and July subsequent to the first day of participation to each eligible
Participant who is participating in the Plan.




          (b) Option Formula. The number of shares subject to option grant to an
eligible Participant shall be equal to the nearest whole number of shares computed in accordance
with the following formula:




    Number of shares = A/B, where





			
	A   =	 	Retainer, if any, and attendance fees
earned during the two consecutive quarters preceding the option grant
date. (For the initial grant, only retainer and attendance fees earned
on or subsequent to the first day of participation shall be included in
the computation.)






			
	B   =	 	One half of the fair market value of one
share of Company common stock on the option grant date.





          (c) Option Price. The option price per share to be paid by the Participant to the
Company upon the exercise of the option shall be 50 percent of the fair market value of a share on
the option grant date. “Fair Market Value” for purposes of the Plan shall be the mean between the
high and low sales prices at which shares of Company common stock were sold on the valuation day as
quoted by the Nasdaq Stock Market or, if there were no sales on that date, then on the last day
prior to the valuation day during which there were sales. In the event that this method of
valuation is not practicable, then the Committee in its discretion shall establish the method by
which fair market value shall be determined.




          (d) Non-transferability. Each option granted under the Plan shall be non-transferable
other than by will or by the laws of descent and distribution, subject to Section 7(k) hereof, and
each option may be exercised during the lifetime of the grantee only by him or her or by his or her
guardian or legal representative.




          (e) Option Term. Each option granted under the Plan shall be exercisable only during
a term commencing on the option grant date and ending (unless the option shall have terminated
earlier under other provisions of the Plan) on the month and day in the 20th year following the
year of grant corresponding to the day before the month and day on which the option was granted.




          (f) Exercise of Options. Options shall be exercised by delivering, mailing or
transmitting to the Committee or its designee: (1) A notice, in the form, by the method, and at
times prescribed by the Committee, specifying the number of shares to be purchased; (2) A check or
money order payable to the Company for the full option price. In addition, in its sole discretion
the Committee may determine that it is an appropriate method of payment for grantees to pay for any
shares subject to an option by delivering a properly executed exercise notice together with a copy
of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or
loan proceeds to pay the purchase price (a “cashless exercise”). To facilitate the foregoing, the
Company may enter into agreements for coordinated procedures with one or more brokerage firms.
Upon receipt of such notice of exercise of a stock option and upon payment of the option price by a
method other than a cashless exercise, the Company shall promptly deliver to the grantee a
certificate or certificates for the shares purchased, without charge to him or her for issue or
transfer tax.




          (g) Postponements. The Committee may postpone any exercise of an option for such
period of time as the Committee in its discretion reasonably believes necessary to prevent any acts
or omissions that the Committee reasonably believes will be or will result in the violation of any
state or federal law; and the Company shall not be obligated by virtue of any provision of the Plan
or the terms of any prior grant of an option to recognize the exercise of an option or to sell or
issue shares during the period of such postponement. Any such postponement shall automatically
extend the time within which the option may be exercised, as follows: The exercise period shall be
extended for a period of time equal to the number of days of the postponement, but in no event
shall the exercise period be extended beyond the last day of the postponement for more days than
there were remaining in the option exercise period on the first day of the postponement. Neither
the Company nor Bank nor any of the bank affiliates




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nor any of their directors or officers shall have any obligation or liability to the grantee
of an option or to a successor with respect to any shares as to which the option shall lapse
because of such postponement.




          (h) Certificates. The stock certificate or certificates to be delivered under this
Plan may, at the request of the grantee, be issued in his or her name or, with the consent of the
Company, the name of another person as specified by the grantee.




          (j) Taxes. The Company may defer making payment or delivery of any benefits under the
Plan if any withholding tax is payable until the grantee tenders the amount of the withholding tax
due.




          (j) Exercise of Option on Termination as a Bank Director/Advisory Board Member. If
the grantee of an option shall cease, for a reason other than his or her death, disability or
retirement (defined for purposes hereof as any termination, not caused by death or disability,
after 10 years of service as a bank director or advisory board member, as the case may be), to be a
bank director or advisory board member, as the case may be, the option shall terminate one year
after such termination, unless it terminates earlier under other provisions of the Plan. If a
person to whom an option has been granted shall retire or become disabled, the option shall
terminate three years after the date of retirement or disability, unless it terminates earlier
under the Plan. Such exercise shall be subject to all applicable conditions and restrictions
prescribed in Section 7 hereof.




          (k) Exercise of Option After Death of Bank Director/Advisory Board Member. If the
grantee of an option shall die while serving as a bank director or advisory board member, as the
case may be, or within three months after termination as a bank director or advisory board member,
as the case may be, and if the option was in effect at the time of his or her death, the option
may, until the expiration of three years from the date of death of the grantee or until the earlier
expiration of the term of the option, be exercised by the successor of the deceased grantee. Such
exercise shall be subject to all applicable conditions and restrictions prescribed in Section 7
hereof. “Successor” means the legal representative of the estate of a deceased grantee or the
person or persons who shall acquire the right to exercise an option by bequest or inheritance or by
reason of the death of the grantee.




     8. Limitation of Rights. No person shall have any rights as a shareholder by virtue
of a stock option granted to him or her except with respect to shares actually issued to him or
her, and issuance of shares shall confer no retroactive right to dividends. Neither the Plan nor
the grant of an option nor any other action taken pursuant to the Plan shall constitute or be
evidence of any agreement or understanding, express or implied, that the Bank or the bank
affiliate, as applicable, will retain a bank director or advisory board member for any period of
time or for any particular compensation.



     9. Adjustment for Changes in Capitalization. Any increase in the number of
outstanding shares of common stock of the Company occurring through stock splits or stock dividends
after the adoption of the Plan shall be reflected proportionately (1) in an increase in the
aggregate number of shares then available for the grant of options under the Plan, or becoming
available through the termination or forfeiture of options previously granted but unexercised and
(2) in the number subject to options then outstanding, and a proportionate reduction shall be made
in the per-share option price as to any outstanding 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 of Directors shall make such adjustments in the
number and class of shares for which options may thereafter be granted, in the number and class of
shares remaining subject to options previously granted, and in the per-share option price as the
Board in its discretion may consider appropriate, and all such adjustments shall be conclusive.
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.
	 
	 	(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




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	 	 	 	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.





     10. Termination, Suspension or Modification of Plan. The Board of Directors may at
any time terminate, suspend or modify the Plan, except that the Board of Directors shall not amend
the Plan in violation of law. No termination, suspension or modification of the Plan (which terms
do not include the postponement of the exercise of an option) shall adversely affect any right
acquired by any grantee, or by any successor of a grantee, under the terms of an option granted
before the date of such termination, suspension or modification, unless such grantee or successor
shall consent; but it shall be conclusively presumed that any adjustment for changes in
capitalization as provided in Section 9 does not adversely affect any such right.



     11. Application of Proceeds. The proceeds received by the Company from the sale of
its shares under the Plan will be used for general corporate purposes.



     12. Governing Law. The Plan and all determinations thereunder shall be governed by
and construed in accordance with the laws of the State of Tennessee.



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