Ex-10.S 2002 BANK DIRECTOR AND ADVISORY BOARD



 


Exhibit 10(s)


FIRST TENNESSEE NATIONAL CORPORATION

2002 BANK DIRECTOR AND ADVISORY BOARD MEMBER DEFERRAL PLAN

(Adopted October 16, 2001)


     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 2007. 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 200,000 shares of the common stock, par value
$0.625 (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, 2002) 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, 2007.


     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 Executive Vice President-Employee Services is deemed
to be the Committee’s designee):


     (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.


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     (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 on the New York Stock Exchange 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
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.


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     (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. Any fractional
shares resulting from such adjustments shall be eliminated. 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.


     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.


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     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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