Exhibit 10.7(l)


	
 

	
 


	
Frank Gusmus

	
1/8/09


	
1134 St Vincent
 Place

	
 


	
Memphis, TN 38120

	
 





RETENTION AGREEMENT


          This
Agreement is made by and between Frank Gusmus, (“you”) and First Tennessee Bank
National Association and its predecessors, successors, assigns, subsidiaries,
parents, affiliates, and their respective directors, officers, employees and
agents, attorneys and representatives, both past, present, or future (“the
company”). 


          This
Agreement supersedes any previous agreement between you and the company related
to the term of your employment. 


          1. Agreement


          Your
signature at the conclusion of this document represents your voluntary
acceptance of this Agreement. This Agreement should be returned to Linda Bacon,
Mgr. Employee Relations after you have fully executed it.


          2. Consideration


          The Company
agrees to employ you unless a termination for cause occurs as described in
section 2(a) herein, and you agree to remain in the position of President of
FTN Financial until December 31, 2011 or later. The Company also agrees to vest
any unvested restricted stock upon your retirement. In return for the Company’s
agreements described in this section, you agree to the post-employment
restrictions contained in section 3 of this Agreement.


          Nothing in
this Agreement is intended to affect your Directors and Executives Deferred
Compensation Plan (“D & E plan”) benefits as previously approved by the
Compensation Committee of the Board of Directors. All of the terms and
conditions of that plan will continue as if you had remained an employee of the
Company until the age of sixty-five (65). You will be entitled to 


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all benefits including payments beginning at the age of sixty-five (65)
unless you are entitled to earlier payments as provided for by the plan, for
example, due to a change in control. 


          You
acknowledge that you are not otherwise entitled to the benefits described in
this section. Payments or benefits to which you are already entitled will be
paid in accordance with the applicable policies and plans.


          2(a). Your
employment will only be terminated by the Company prior to December 31, 2011
for cause, which shall mean a) your death; b) your disability, as such term is
defined pursuant to the provisions of the Company’s long-term disability plan;
c) your acting unlawfully or with gross negligence in a manner materially
detrimental to the Company or any of its affiliates; d) your failure
substantially to perform your duties or responsibilities or to follow any
reasonable direction of the Company; e) your willful breach or habitual neglect
of your duties hereunder; f) your conviction of a felony or commission of any
act involving dishonesty or fraud; or g) your violation of the published policy
or policies of the Company.


          3. Non-Competition, Non-Solicitation and Non-Interference 


          For a
period of two (2) years following the termination of your employment with the
Company, whether on December 31, 2011 or any other date, you agree that:


          A. Non-Competition:
You will not directly or indirectly engage as an owner, employer, employee,
director principal agent or otherwise, with any company engaged in a similar
line of business in competition with the Company.


          B. Non-Solicitation:
You will not, without the express written approval of the Company, directly or
indirectly, on behalf of yourself or for others, solicit or contact in any
manner (with the intent of providing any service or product competitive with
any service or product which is provided at the time of such contact by the
Company) any customer of the Company with whom you had actual contact while
employed by the Company. 


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          C. Non-Interference:
You will not directly or indirectly induce or encourage:


	
 

	
 


	
 

	
(i) any employee
 or contractor of the Company to leave his/her position to seek employment or
 association with any person or entity other than the Company; or


	
 

	
 


	
 

	
(ii) any dealer,
 supplier or customer of the Company to modify or terminate any relationship,
 whether or not evidenced by a written contract, with the Company.





          You
acknowledge and agree that the restrictions set forth in paragraph 3 hereof are
reasonable and necessary for the protection of Company business and goodwill.
You further agree that if you breach or threaten to breach any of your
obligations in this Agreement, the Company in addition to any other remedies
available to it under the law may obtain specific performance and/or injunctive
relief against you to prevent such continued or threatened breach. You also
acknowledge and agree that the Company shall be reimbursed by you for all
attorneys’ fees and costs incurred by it in enforcing any of its right or
remedies under this section or any other provision of the Agreement. 


          4. Severability


          A finding
that any provision of this Agreement is void or unenforceable shall not affect
the validity or enforceability of any other provisions of this Agreement.


          5. Drafting


          This
Agreement is a product of negotiations between the parties and in construing
the provisions of this Agreement, no inference or presumption shall be drawn
against either party on the basis of which party or their attorneys drafted
this Agreement.


          6. Sole Agreement


          By your
signature, you also confirm that the only consideration for your signing this
Agreement are the terms set forth within it, and that, other than as 


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set forth herein, no other promise or agreement of any kind has been
made to you by the Company or anyone acting by, for, or on its behalf. 


          YOU ALSO
AFFIRM THAT YOU HAVE BEEN FREE TO DISCUSS THIS MATTER PRIVATELY AND THOROUGHLY
WITH AN ATTORNEY OF YOUR CHOICE AND THAT YOU FULLY UNDERSTAND THE MEANING AND
INTENT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ITS FINAL AND BINDING
EFFECT.


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          This
Agreement may be enforced by the parties in any state or federal court of
competent jurisdiction.


          This
Agreement is signed in duplicate originals at First Tennessee in Memphis,
Tennessee.


I HAVE READ, UNDERSTOOD AND KNOWINGLY VOLUNTARILY SIGNED AND ACCEPTED
WITH FULL KNOWLEDGE OF MY RIGHTS ON THE DATE SET FORTH BELOW.


	
 

	
 


	
/s/ Frank Gusmus

	
          1/8/09


	


	



	
Frank Gusmus

	
             Date


	
 

	
 


	
Witnessed by:

	
 


	
 

	
 


	
/s/ Denise L.
 Mueller

	
          1/8/09


	


	



	
 

	
 


	
Notary of the State of Tennessee

	
               [Notary
 Seal]





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DESCRIPTION OF KEY COMPENSATION TERMS APPLICABLE TO 

EMPLOYMENT RELATIONSHIP OF FRANK GUSMUS AT 1/8/2009 


The following is a description of the key compensation terms in effect for Frank Gusmus at the time the Retention Agreement was entered into between Mr. Gusmus and First Tennessee Bank National Association. These are
the key terms that became effective in 2009 and are part of the employment relationship that is the subject of that Agreement. 

________________________________________________


Annual salary rate: 

$600,000 


Annual bonus opportunity: 


Mr. Gusmus’ annual bonus is 15% of the manager’s bonus pool established and measured in accordance with the Capital Markets Incentive Compensation Plan. Bonuses will be paid through, and will be subject to the
conditions of, the 2002 Management Incentive Plan. Therefore, each bonus is subject to Compensation Committee oversight and discretion. If a bonus amount exceeds $1,400,000, the excess will be paid in shares of restricted stock, granted under
the 2003 Equity Compensation Plan, with vesting to occur three years from the grant date or upon retirement approved by the Compensation Committee. Total bonus (cash and restricted stock) for any year may not exceed $4,400,000. 


Stock Awards other than as described above: 

After 2008, no new grants are expected. 


Retirement Benefits: 


In addition to special benefits specified in the Retention Agreement and to ordinary benefits under plans generally available to a wide range of employees, Mr. Gusmus participates in the Pension Restoration Plan.