EXHIBIT 10.2(h) 


AMENDED AND RESTATED 

AMENDMENTS TO CERTAIN STOCK-BASED PLANS OF

FIRST HORIZON NATIONAL CORPORATION

RELATED TO CAPITAL ADJUSTMENTS


Approved by the Board of Directors December
15, 2008


	
 


	






2003 Equity Compensation Plan 


1. The final
sentence of Section 4(B) of the 2003 Equity Compensation Plan, relating to the
elimination of fractional shares, hereby is deleted and replaced with the
following sentences, which shall read as follows: 


	
 

	
 

	
 


	
 

	
“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 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 





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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 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. 





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2000 Employee Stock Option Plan

 1997 Employee Stock Option Plan

 1995 Employee Stock Option Plan

 1990 Employee Stock Option Plan

 1984 Stock Option Plan 

 2000 Non-Employee Directors’ Deferred Compensation Stock Option Plan 

 Non-Employee Directors’ Deferred Compensation Stock Option Plan [adopted
 in 1995 and amended and restated October
 22, 1997] 

 2002 Bank Director and Advisory Board Member Deferral Plan

 Bank Director and Advisory Board Member Deferral Plan [originally approved
 1996]

 Bank Advisory Director Deferral Plan [originally effective 1992]





2. The second
sentence of Section 13 of each of the 2000 Employee Stock Option Plan, the 1997
Employee Stock Option Plan, and the 1995 Employee Stock Option Plan, the second
sentence of Section 14 of each of the 1990 Employee Stock Option Plan and the
1984 Stock Option Plan, the second sentence of Section 5(b) of each of the 2000
Non-Employee Directors’ Deferred Compensation Stock Option Plan and the
Non-Employee Directors’ Deferred Compensation Stock Option Plan [adopted in
1995 and amended and restated October 22, 1997], and the second sentence of
Section 9 of each of the 2002 Bank Director and Advisory Board Member Deferral
Plan, the Bank Director and Advisory Board Member Deferral Plan [originally
approved 1996], and the Bank Advisory Director Deferral Plan [originally
effective 1992], in each case relating to the elimination of fractional shares,
in each case hereby is deleted and replaced with the following sentences, which
shall read as follows: 


	
 

	
 


	
 

	
“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.” 





3. New
sentences shall be added at the end of Section 13 of each of the 2000 Employee
Stock Option Plan, the 1997 Employee Stock Option Plan, and the 1995 Employee
Stock Option Plan, at the end of Section 14 of each of the 1990 Employee Stock
Option Plan and the 1984 Stock Option Plan, at the end of Section 5(b) of each
of the 2000 Non-Employee Directors’ Deferred Compensation Stock Option Plan and
the Non-Employee Directors’ Deferred Compensation Stock Option Plan [adopted in
1995 and amended and restated October 22, 1997], and at the end of Section 9 of
each of the 2002 Bank Director and Advisory Board Member Deferral Plan, the
Bank Director and Advisory Board Member Deferral Plan [originally approved
1996], and the Bank Advisory Director Deferral Plan [originally effective
1992], which in each case shall read as follows: 


	
 

	
 


	
 

	
“Notwithstanding
 any other provision of this Section, in the case of any stock dividend paid
 or payable at a rate of 10% or less: 





3







	
 

	
 

	
 


	
 

	
(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. 


	
 

	
 

	
 


	
 

	
 

	
(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.


	
 

	
 

	
 


	
 

	
(iv)

	
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. 


	
 

	
 

	
 


	
 

	
(v)

	
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 





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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 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. 





1992 Restricted Stock Incentive Plan 


4. The final
sentence of Section 11 of the 1992 Restricted Stock Incentive Plan, relating to
the elimination of fractional shares, hereby is deleted and replaced with the
following sentences, which shall read as follows: 


	
 

	
 


	
 

	
“After any
 adjustment made pursuant to this Section, the number of shares subject to
 each outstanding award 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
 awards and for different sizes of awards within any single tranche. 





5. The
foregoing amendments shall be effective immediately as to all awards presently
outstanding or granted in the future under the amended plans, and as to all
stock dividends declared by the Board of Directors in 2008 or later years. 


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