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EXHIBIT 10.6(a)




FIRST HORIZON NATIONAL CORPORATION




2002 MANAGEMENT INCENTIVE PLAN

(As Restated for Amendments through July 14, 2008)




Article I – Purpose



Section 1.1 The purpose of the Plan is to provide a financial incentive for key executives to
encourage and reward desired performance on key financial measures that will further the growth,
development and financial success of the Company and to enhance the Company’s ability to maintain a
competitive position in attracting and retaining qualified key personnel who contribute, and are
expected to contribute, materially to the success of the Company. The Plan is designed to replace
the existing First Tennessee National Corporation Management Incentive Plan, as amended and
restated, and to ensure that awards paid pursuant to this Plan to eligible employees of the Company
are tax deductible under Section 162(m) of the Internal Revenue Code of 1986, as amended (the
“Code”). This Plan shall be submitted to the Company’s shareholders for approval pursuant to 26
C.F.R. § 1.162.27(e)(4)(vi) at the annual meeting to be held on April 16, 2002, and shall be
effective for the 2002 fiscal year commencing on January 1, 2002. If the shareholders do not
approve the Plan, the Plan shall not become effective.




Article II – Definitions



Section 2.1 Whenever the following terms are used in this Plan, they shall have the meaning
specified below unless the context clearly indicates to the contrary. The masculine pronoun shall
include the feminine and neuter and the singular shall include the plural, where the context so
indicates.



(a) “Award” shall mean an incentive compensation award made to a Participant pursuant to this Plan
that is subject to and dependent upon the attainment of one or more Performance Goals.



(b) “Board” shall mean the Board of Directors of the Company.



(c) “Change in Control” shall mean 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” (as defined under Section 3(a)(9) of the Securities Exchange Act
of 1934, as amended (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)




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	 	 	 	by the Company or any entity in which the Company directly or indirectly beneficially
owns more than 50% of the voting securities or interests (a “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
	 
	 	(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.



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



(e) “Committee” shall mean the Committee designated pursuant to Section 3.1 of this Plan and shall
consist solely of two or more members of the Board, appointed by and holding office at the pleasure
of the Board, each of whom is both a “non-employee director” as defined by Rule 16b-3 of the
Securities Exchange Act of 1934, as amended, and an “outside director” for purposes of Section
162(m) of the Code.



(f) “Common Stock” shall mean the common stock of the Company, par value $0.625 per share, as
adjusted from time to time for stock splits.



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(g) “Company” shall mean First Horizon National Corporation, and its successors and assigns.



(h) “Compensation” shall mean the base salary earned by a Participant during any Performance
Period.



(i) “Covered Officer” shall mean at any date (i) any individual who, with respect to the previous
tax year of the Company, was a “covered employee” of the Company within the meaning of Code Section
162(m), excluding any such individual whom the Committee, in its discretion, reasonably expects not
to be a “covered employee” with respect to the current tax year of the Company and (ii) any
individual who was not a “covered employee” under Code Section 162(m) for the previous tax year of
the Company, but whom the Committee, in its discretion, reasonably expects to be a “covered
employee” with respect to the current tax year of the Company or with respect to the tax year of
the Company in which any applicable Award will be paid.



(j) “Disability” shall mean a disability that would qualify as a total and permanent disability
under the long-term disability plan then in effect at the Company or Subsidiary employing the
Participant at the onset of such total and permanent disability.



(k) “Early Retirement” shall mean the Termination of Employment of a Participant from the employ or
service of the Company, or any of its Subsidiaries participating in the First Horizon National
Corporation Pension Plan, as amended from time to time, on or after the Participant has attained
the age of 55 and 15 years of employment or service with the Company or any of its participating
Subsidiaries.



(l) “Employee” shall mean any employee of the Company or a Subsidiary, whether such employee is so
employed at the time this Plan is adopted or becomes so employed subsequent to the adoption of this
Plan.



(m) “Employer” shall mean the Company or a Subsidiary, whichever at the time employs the Employee.



(n) “Fair Market Value” with respect to the Common Stock, shall mean, as of any date, (i) the mean
between the high and low sales prices at which shares of Common Stock were sold on the New York
Stock Exchange, or any other such exchange on which the Common Stock is 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 Common Stock on such date, the fair market value as determined in good faith
by the Committee in its sole discretion.



(o) “Maximum Award” shall mean the maximum Award payable under the Plan for the attainment of
Performance Goals in any Performance Period, which Award (i) shall be payable for Superior
Performance and (ii) shall not exceed the lesser of two and one-half (2 1/2) times the Target Award
or $4,000,000 for any Performance Period.



(p) “Participant” shall mean an Employee who is selected to participate in the Plan.



(q) “Performance Goals” shall mean the performance goals or targets for the Performance Measures
established by the Committee for each Performance Period, the attainment of which is necessary for
the payment of an Award to a Participant at the completion of the Performance Period. The level of
the attainment of the Performance Goals shall determine the amount of the Award payable hereunder.
Performance Goals may be expressed as an absolute amount or percent, as a ratio, or per share or
per Employee.



(r) “Performance Measures” shall mean one or more, or any combination, of the following Company,
Subsidiary, operating unit, division, line of business, department, team or business unit financial
performance measures: stock price, dividends, total shareholder return, earnings per share, market
capitalization, book value, revenues, expenses, loans, deposits, noninterest 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



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excluding non-recurring charges, return on assets, return on equity, return on capital, cash flow,
credit quality, service quality, market share, 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, including
Personal Plan Goals.



(s) “Performance Period” shall mean the fiscal-year period to be used in measuring the degree to
which the Performance Goals relating to Awards have been met; provided, however, that for purposes
of the initial Performance Period of the Plan, Performance Period shall mean the period commencing
on January 1, 2002 and ending December 31, 2002.



(t) “Personal Plan Goals” shall mean the individual performance goals to be achieved by a
Participant in a Performance Period which are not based upon corporate performance, as recommended
by the Chief Executive Officer of the Company and approved by the Committee.



(u) “Plan” shall mean the First Horizon National Corporation 2002 Management Incentive Plan, as
amended from time to time.



(v) “Retirement” shall mean the Termination of Employment of a Participant after the Participant
(i) has fulfilled all service requirements for a pension under the terms of the First Horizon
National Corporation Pension Plan, as amended from time to time, or (ii) has achieved a certain
number of years of service with the Company or any Subsidiary participating in the First Horizon
National Corporation Pension Plan, as amended from time to time, and attained a certain age, that
the sum of the Participant’s years of service and age equals or exceeds the number 75.



(w) “Subsidiary” shall mean any corporation or other person of which a majority of its voting power
or its equity securities or equity interest is owned directly or indirectly by the Company.



(x) “Superior Performance” shall mean the Performance Goals established for any Performance Period,
the attainment of which is necessary for the payment of the Maximum Award for that Performance
Period.



(y) “Target Award” shall mean the Award payable to a Participant under the terms of the Plan for
the achievement of 100% of the Performance Goal in any Performance Period, expressed as a
percentage of a Participant’s Compensation in accordance with Section 5.1 of the Plan.



(z) “Termination of Employment” shall mean the time when the employee-employer relationship between
a Participant and the Employer is terminated for any reason, with or without Cause, including, but
not by way of limitation, a termination by resignation, discharge, death, Disability, Early
Retirement or Retirement, but excluding (i) terminations where there is a simultaneous reemployment
or continuing employment of a Participant by the 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 the Employer with the former Employee. 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, the Employer has an absolute and unrestricted right to terminate an
Employee’s employment at any time for any reason whatsoever, with or without cause, except to the
extent expressly provided otherwise in writing.



(aa) “Threshold Performance” shall mean the level of attainment of the Performance Goal necessary
for the payment of any Award upon the completion of any Performance Period.



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Article III – Plan Administration




Section 3.1 Subject to the authority and powers of the Board in relation to the Plan as hereinafter
provided, the Plan shall be administered by a Committee designated by the Board. The Committee
shall have full authority to interpret the Plan and from time to time to adopt such rules and
regulations not inconsistent with the terms of the Plan for carrying out the Plan as it may deem
best in its sole and absolute discretion; provided, however, that the Committee may not exercise
any authority otherwise granted to it hereunder if such action would have the effect of increasing
the amount of any Award payable hereunder to any Covered Officer. All determinations by the
Committee shall be made by the affirmative vote of a majority of those members present at a meeting
duly called and held at which a quorum exists, but any determination reduced to writing and signed
by all of the members of the Committee shall be fully as effective as if it had been made by a
majority vote at a meeting duly called and held. All designations, determinations, interpretations
and other decisions of the Committee under or with respect to the provisions of the Plan or any
Award and all orders or resolutions of the Board pursuant thereto shall be final, conclusive and
binding on all persons, including but not limited to the Participants, the Company and its
Subsidiaries and their respective equity holders, heirs, successors and personal representatives.



Section 3.2 The Committee, on behalf of the Participants, shall enforce this Plan in accordance
with its terms and shall have all powers necessary for the accomplishment of that purpose,
including, but not by way of limitation, the following powers:




	 	(a)	 	To select the Participants;
	 
	 	(b)	 	To select the Performance Measures to be used for purposes of setting the
Performance Goals for a Performance Period;
	 
	 	(c)	 	To establish the Performance Goals for each Performance Period and the Target
Awards to be payable to Participants for the achievement thereof;
	 
	 	(d)	 	To interpret, construe, approve and adjust all terms, provisions, conditions
and limitations of this Plan;
	 
	 	(e)	 	To decide any questions arising as to the interpretation or application of any
provision of the Plan;
	 
	 	(f)	 	To prescribe forms to be used and procedures to be followed by Participants for
the administration of the Plan; and
	 
	 	(g)	 	To establish the terms and conditions of any agreement or instrument under
which an Award may be earned and paid.





Article IV – Participation




Section 4.1 Subject to the provisions of the Plan, the Committee may from time to time select any
Employee who is a senior officer of the Company or of any Subsidiary to be granted Awards under the
Plan. Eligible Employees hired by the Company after the commencement of a Performance Period may
receive an Award for the Performance Period which commenced in the fiscal year in which the
Employee became employed by the Company, if any is payable under the terms of the Plan, and the
Employee is selected by the Committee to participate in the Plan at the time the Employee is
employed by the Company. Such Award may be paid in full or may be prorated based on the number of
full months in the Performance Period the Participant was employed by the Company, at the sole and
absolute discretion of the Committee. No Employee shall at any time have the right (a) to be
selected as a Participant in the Plan for any Performance Period, (b) if selected as a Participant
in the Plan, to be entitled to an Award, or (c) if selected as a Participant in one Performance
Period, to be selected as a Participant in any subsequent Performance Period.



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Article V – Awards




Section 5.1 The Committee may make Awards to Participants with respect to each Performance Period,
subject to the terms and conditions set forth in the Plan. Unless specified otherwise by the
Committee, the amount payable pursuant to an Award shall be based on a percentage of the
Participant’s Compensation, with the Target Award set for attaining 100% of the Performance Goal
for any Performance Period.



Section 5.2 The Committee shall establish in writing the Performance Goals for the selected
Performance Measures applicable to a Performance Period, including the Threshold Performance and
Superior Performance, within 90 days of the commencement of the Performance Period and an Award for
that Performance Period shall be earned, paid, vested or otherwise deliverable upon the completion
of the Performance Period only if such Performance Goals are attained and the applicable employment
requirement in Section 6.2(c) is satisfied.



Section 5.3 Performance Goals may be described in terms of Company-wide objectives or objectives
that are related to the performance of the individual Participant or the Subsidiary, operating
unit, division, line of business, department, team, business unit or function within the Company or
Subsidiary in which the Participant is employed, and may be expressed on an absolute and/or
relative basis, based on or otherwise employ comparisons based on Company internal targets, the
past performance of the Company 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 Common
Stock outstanding, or to assets or net assets.



Section 5.4 The degree to which the Company achieves the Performance Goals established by the
Committee for a Performance Period shall serve as the basis for the Committee’s determination of
the Award payable to a Participant upon the completion of the Performance Period. Awards will be
prorated for Company performance results occurring between stated performance levels. Company
performance below the Threshold Performance will result in no Award payments for that Performance
Period. The Award payable for the attainment of Superior Performance shall not exceed two and
one-half times the Target Award for any Performance Period.



Section 5.5 With respect to any Covered Officer during any Performance Period, the maximum amount
of any Award is $4,000,000.



Section 5.6 Except in the case of Performance Goals related to an Award intended to qualify under
Section 162(m) of the Code, if the Committee determines that a change in the business, operations,
corporate structure or capital structure of the Company, or the manner in which it conducts its
business, or other events or circumstances render the Performance Goals and/or Performance Measures
established for any Performance Period unsuitable, the Committee, after the commencement of a
Performance Period, may modify such Performance Measures and/or Performance Goals, in whole or in
part, as the Committee deems appropriate and equitable.



Article VI – Payment of Awards




Section 6.1 Upon completion of each Performance Period, the Committee shall review Company
performance results as compared to the established Performance Goals for that Performance Period,
and shall certify (either by written consent or as evidenced by the minutes of a meeting) the
specified Performance Goals achieved for the Performance Period (if any) and direct which Award
payments, if any, are payable under the Plan. No payment shall be made if the Threshold Performance
for the Performance Period is not met. The Committee may, in its sole and absolute discretion,
reduce or eliminate a Participant’s Award that would have been otherwise paid, including without
limitation by reference to a Participant’s failure to achieve his or her Personal Plan Goals.



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Section 6.2 The Committee shall have the sole and absolute authority and discretion to determine
the time and manner in which Awards, if any, shall be paid under this Plan; provided, however, such
discretion may not be exercisable in any manner which would cause the payment of an Award not to
satisfy the requirements for a short-term deferral under Treasury Regulation §1.409A-1(b)(4).
Generally, however, the following provisions may apply:



     (a) Form of Payment: Payment of Awards may be made in a single-sum in cash.



     (b) Date of Payment: Payment of Awards shall be made as soon as practicable (as
determined by the Committee) following the close of the Performance Period (the “Payment
Date”), but except as expressly provided herein, payment of Awards shall be made on or
before the 15th day of the 3rd month following the end of the fiscal
year of the Company that coincides with the end of the Performance Period. Notwithstanding
the foregoing:




     (i) To the extent permissible under Treasury Regulation §1.409A-1(b)(4)(ii),
the Payment Date may be delayed within the discretion of the Committee on the
following grounds:




	 	(A)	 	It is administratively impracticable to make the
payment by the regular Payment Date due to unforeseeable reasons;
	 
	 	(B)	 	The payment would jeopardize the Company’s ability
to continue as a going concern;
	 
	 	(C)	 	The payment is reasonably anticipated not to be
deductible under Section 162(m) of the Code due to circumstances that
a reasonable person would not have anticipated; or
	 
	 	(D)	 	Such other grounds as may be from time to time
permissible under the foregoing regulation;






	 	 	 	Provided, however, any delayed payment shall be made within the period
required under the foregoing regulation.






     (ii) Section 6.2(c)(iii) shall control the date or dates of the Payment of Awards to
the extent applicable.



     (c) Employment Required: Except as provided below, Participants must be Employees on the
Payment Date in order to receive payment of an Award.




     (i) Early Retirement, Retirement, death or Disability during a Performance Period:
If, during a Performance Period, a Participant’s Termination of Employment by the Company
or its Subsidiaries is due to the Early Retirement, Retirement, death or Disability of the
Participant, the Participant (or his beneficiary, as the case may be) shall nonetheless
receive payment of an Award, if any, after the close of the Performance Period based upon
the Performance Goals actually attained by the Company for the Performance Period. The
Award, if any, may be paid in full or may be prorated based on the number of full months
which have elapsed in the Performance Period as of the date of such Termination of
Employment, at the sole and absolute discretion of the Committee. Payments under this
Section 6.2(c)(i) shall be made on the Payment Date.




     (ii) Early Retirement, Retirement, death or Disability after Last Day of the
Performance Period: If a Participant is an Employee on the last day of a Performance
Period, but is not an Employee on the Payment Date due to Early Retirement, Retirement,
death or Disability, then the Participant (or his



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beneficiary, as the case may be) may receive on the Payment Date the full Award
earned under the terms of the Plan for the Performance Period, if any. The Award, if any,
shall be made on the Payment Date. If a Participant’s employment with the Company is
terminated for any other reason other than Early Retirement, Retirement, death or
Disability after the last day of a Performance Period, but before the Payment Date, the
Participant (or his beneficiary, as the case may be) will forfeit all rights to any earned
but unpaid Awards for that Performance Period under the Plan; provided, however, that the
Committee may, at any time and in its sole and absolute discretion, authorize a full or
partial payment of any earned but unpaid Awards under the Plan.




     (iii) Change in Control: In the event the terms of any agreement entered into by and
between the Company and a Participant governs the payment of any Award granted hereunder
following a Change in Control, then the payment of such Award shall be governed by the
terms and conditions of such agreement and not of this Plan. If the payment of any Award
granted hereunder following a Change in Control is not otherwise provided for by the terms
of an agreement by and between the Company and a Participant, then the payment of such
Award following a Change in Control shall be governed by this Section 6.2(c)(iii). Unless
otherwise provided under the terms of an agreement between the Participant and the
Company, a Participant shall receive an Award equal to the Target Award the Participant
would have received for the Performance Period if the Participant’s employment with the
Company is terminated during a Performance Period in which there has been a Change in
Control, and the Target Award in such event shall be prorated based upon the number of
full months which have elapsed in the Performance Period as of the date of such
Termination of Employment. If a Participant’s employment is terminated following a
Performance Period in which there was a Change in Control, but before the Payment Date for
that Performance Period, the Participant shall receive the full amount of any Award earned
but not yet paid for that Performance Period. Notwithstanding the foregoing, no payment of
an Award shall be made later than the date required under Section 6.2(b).



Section 6.3 The Committee in its sole and absolute discretion may decrease the amount payable
pursuant to an Award, but in no event shall the Committee have discretion to increase the amount
payable to any Covered Officer pursuant to an Award in a manner inconsistent with the requirements
for qualified performance-based compensation under Code Section 162(m). In interpreting Plan
provisions applicable to Performance Goals and Awards, it is the intent of the Plan to conform with
the standards of Code Section 162(m) applicable to qualified performance-based compensation, and
the Committee in establishing such Performance Goals and interpreting the Plan shall be guided by
such provisions.



Article VII – Shares Available for Awards




Section 7.1 Shares of Common Stock shall not be issued or paid in respect of any Awards under the
Plan.



Article VIII – Amendment, Modification, Suspension or Termination of the Plan




Section 8.1 The Board may at any time terminate or suspend the Plan, in whole or in part, and from
time to time, subject to the shareholder approval requirements of Section 162(m), amend or modify
the Plan, provided that, except as otherwise provided in the Plan, no such amendment, modification,
suspension or termination shall adversely affect the rights of any Participant under any Award
previously earned but not yet paid to such Participant without the consent of such Participant. In
the event of such termination, in whole or in part, of the Plan, the Committee may in its sole
discretion direct the payment to Participants of any amount specified in Article VI and theretofore
not paid out, prior to the Payment Date, and in a lump sum on installments as the Committee shall
prescribe with respect to each such Participant; provided, however, such payments shall in all
events be made within the period permissible for short-term deferrals under Treasury Regulation
§1.409A-1(b)(4). Notwithstanding the foregoing, any such payment to a Covered Officer must be
discounted to reflect the present value of such payment using a rate equal to the discount rate in
effect under the First Horizon National Corporation Pension Plan,



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as amended from time to time, on the date of such payment. The Board may at any time and from time
to time delegate to the Committee any or all of its authority under this Article VIII to the extent
permitted by law.



Article IX – General Provisions




Section 9.1 Unless otherwise determined by the Committee and provided in the Agreement, no Award or
any other benefit under this Plan shall be assignable or otherwise transferable, except by will or
the laws of descent and distribution. Any attempted assignment of an Award or any other benefit
under this Plan in violation of this Section 9.1 shall be null and void. A Participant may
designate in writing a beneficiary (including the trustee or trustees of a trust) who shall upon
the death of such Participant be entitled to receive all amounts payable under the provisions of
Section 6.2(c) to such Participant. A Participant may rescind or change any such designation at any
time.



Section 9.2 The Company shall have the right to withhold applicable taxes from any Award payment
and to take such other action as may be necessary in the opinion of the Company to satisfy all
obligations for withholding of such taxes.



Section 9.3 No Employee or other person shall have any claim or right to be granted an Award under
this Plan. Neither the Plan nor any action taken thereunder shall be construed as giving an
Employee any right to be retained in the employ of the Company or an Employer and the right of the
Company or Employer to dismiss or discharge any such Participant is specifically reserved. The
benefits provided for Participants under the Plan shall be in addition to, and shall in no way
preclude, other forms of compensation to or in respect of such Participants. No Participant shall
have any lien on any assets of the Company or any Employer by reason of any Award made under this
Plan.



Section 9.4 The payment of all or any portion of the Awards payable to a Participant under this
Plan may be deferred by the Participant, subject to such terms and conditions as may be established
by the Committee in its sole and absolute discretion.



Section 9.5 This Plan and all determinations made and actions taken pursuant thereto, shall be
governed by and construed in accordance with, the laws of the State of Tennessee, without giving
effect to the conflicts of law principles thereof.



Section 9.6 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,
as well as its assets or its businesses (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.



Section 9.7 This Plan shall expire on December 31, 2012, and no new Awards shall be granted under
the Plan after that date.



Section 9.8 (a) 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 Award held by any
Participant, and/or the reimbursement by any Participant to the Company of all or any portion of
any Award paid (including any Award earned and deferred) to the Participant, for any Award granted
prior to July 15, 2008 having any Performance Period beginning on or after January 1, 2008 where:



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     (i) the amount or payment of the 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




     (ii) 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




     (iii) a lower payment or no payment would have been made to the Participant based
directly or indirectly upon the restated financial results.



     (b) 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 Award held by any Participant, and/or the
reimbursement by any Participant to the Company of all or any portion of any Award paid (including
any Award earned and deferred) to the Participant, for any Award 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.



     (c) Award payments that are earned and deferred for any reason are subject to this Section as
having been paid, along with all interest and other amounts earned upon the amount 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
Award if the conditions of this Section are met.



     (d) 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 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.



     (e) For purposes of this Section, examples of lowering or eliminating a payment based on
restated financial results include, among other things: (i) 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 (ii) 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.



     (f) 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 Award (including payment of
any amount deferred in connection with any Award and any earnings thereon) until the Board or
Committee has investigated, considered,



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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.



     (g) All 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 Award, whether or not following a suspension, shall operate to
waive or diminish the Company’s right to seek reimbursement under this Section.



     (h) 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 9.9 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.




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