Exhibit 10.6(i)


Christine
B. Munson

RETIREMENT AGREEMENT


          This
Agreement is made by and between Christine B. Munson (“Munson” or “you”) and
First Horizon National Corporation, its predecessors, successors, assigns,
subsidiaries, parents, affiliates, and their respective directors, officers,
employees and agents, attorneys and representatives, past, present, and future
(the “Company”). This arrangement is offered in recognition of your many years
of service with the Company and is accompanied with the Company’s hope that it
will assist you during the transition period that follows.


          You
acknowledge that you have had up to 21 days to evaluate this Agreement. After
signing this Agreement, you have seven days during which you may revoke your decision.
The evaluation period will end on the earlier of the date you sign this
agreement or on November 19, 2012.


The Company and you agree as follows: 


1.
Agreement


          Your
signature at the conclusion of this document represents your knowing and voluntary
acceptance of this Agreement. You acknowledge that you have not been pressured
in any way to sign this Agreement and that you have executed it of your own
free will. This Agreement should be returned to Salomon Mizrahi, 300 Court
Avenue, Sixth Floor, Memphis, Tennessee 38103, after you have fully executed
it. By its execution of this Agreement, the Company acknowledges and confirms
that nothing herein is intended to adversely affect any benefits, or the amount
thereof, to which you are or may otherwise be entitled under plans or programs
applicable to you except as expressly provided herein.


2.
Retirement


          Effective
the close of business December 31, 2012 (your “Retirement Date”), you agree to
fully and finally retire: as Executive Vice President, Corporate Banking of the
Company and of First Tennessee Bank National Association (the “Bank”); as a
director and officer of any of their subsidiaries at which you may be serving
as director and/or officer; as an executive officer within the meaning of the
bylaws of the Company and its subsidiaries; and as an officer and employee in
any other capacity of the Company and the Bank. 


3.
Consideration by the Company


          In
consideration of your agreement to retire from on the Retirement Date, your
release, your waiver of certain change in control benefits, and your other
agreements as set forth in this Section and elsewhere in this Agreement, the
Company agrees to provide you with the supplemental consideration specified in
this Section. You acknowledge that you are not otherwise entitled to the
supplemental consideration provided by this Section. In the event of your
death, termination due to disability, or dismissal by the Company without good
cause shown at any time after you sign this Agreement and prior to the payment
of any of the supplemental consideration amounts provided by this Section, your
entitlement to such amounts will not be adversely affected and, in the case of
your death, any payments for which a beneficiary has not already been duly designated
will be paid to your estate.


(A) GENERAL PROVISIONS ((i) through (iv)


          (i)
Fulfillment Payments


          You
will receive a one-time cash payment in the gross amount of $425,000 on the
last payday of 2012. The size of this payment is approximately equal in amount
to your 2012 cash salary rate. This payment, which does not constitute “salary”
for any purpose, will be subject to ordinary payroll treatment and applicable
tax withholding.


          You
will receive a one-time cash payment on the last payday of 2012 in a gross
amount equal to $14,500. This cash amount represents approximately twelve
months of COBRA health insurance premi-


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ums. This payment will be subject to ordinary payroll
treatment and applicable tax withholding. Other than calculating the amount,
this benefit is not related to any offer by the Company to you of, or any
decision by you to purchase, COBRA coverage following your Retirement Date.
Nothing in this Agreement is a commitment by the Company to offer COBRA or by
you to purchase COBRA coverage.


          (ii)
Cash Salary and Salary Stock Units (SSUs)


          You
will continue to be paid your current cash salary through your Retirement Date.



          Your
SSUs are not cash salary. Your unpaid 2011 SSUs will be paid in accordance with
their normal schedule (i.e., you will receive the scheduled payments in
December 2012). You will continue to have credited to you SSUs for the
remainder of 2012 at your current crediting rate. Your 2012 SSUs will be paid
in 2013 in accordance with their normal schedule (i.e., SSUs credited in the
first half of 2012 will be paid in June or July 2013 and the balance will be
paid in December 2013). The service condition to your 2012 SSUs that you remain
employed with the Company through the scheduled vesting or payment date is
modified: the revised service condition is that you must remain employed with
the Company as provided in this Agreement through your Retirement Date.


          If
a change in control event occurs, payment of SSUs will not be accelerated
except at the Company’s election. If they are not accelerated and if the change
in control event is transactional (as defined below), then the SSUs will be
converted from units based on Company shares into units based on the consideration
(cash and/or securities) for which Company shares are exchanged, into which
they are converted, in such transaction. If the transactional change in control
event is a liquidation of the Company, the SSUs will be cancelled and payment
will be made to you as if each SSU were a share of Company common stock. Any
such exchange, conversion, or liquidation of the SSUs will be done by the
Company so as to avoid, to the extent practicable, any enlargement or dilution
of value measured at the consummation date of the change in control event.


          (iii)
2012 MIP Bonus


          Your
eligibility for an annual bonus for the 2012 plan year as provided under your
bonus opportunity established in February 2012 under the MIP will not be
cancelled or pro-rated as a result of your retirement under this Agreement, nor
will it be enhanced in amount. The amount (if any) and timing of payment of any
such bonus will be determined in accordance with the MIP and that bonus
opportunity. However, the form of payment of any bonus earned is changed under
this Agreement to 100% cash; no equity awards will be granted to you in partial
payment of the bonus. The applicable terms and conditions of your 2012 bonus
opportunity include, among other things: achievement of pre-established goals
for 2012, including achievement under your personal plan; application of the
Company’s compensation recovery policy and other clawback policies and
practices; continuation of employment through the payment date; and the
possible exercise of negative discretion by the Compensation Committee. The
service condition to your 2012 MIP bonus opportunity that you remain employed
with the Company through the scheduled payment date is modified: the revised
service condition is that you must remain employed with the Company as provided
in this Agreement through your Retirement Date. 


          If
a transactional change in control event occurs and the transaction is
consummated before payment of your 2012 MIP bonus, the requirement in the MIP
that you be discharged as a result of the change in control event will be
waived. 


          (iv)
Financial Services


          The
Company will continue to pay for financial planning services related to the
2012 personal tax year at the same level currently provided.


(B) PROVISIONS FOR EQUITY AWARDS ((v) and (vi))


          Except
as expressly provided below, the service condition to your outstanding equity
awards that you remain employed with the Company through the scheduled vesting
or payment date (as applicable) is


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modified: the revised service condition is that you
must remain employed with the Company as provided in this Agreement through
your Retirement Date. Subsections (v) and (vi) below describe the vesting
and/or payment of certain awards at certain future times. In each case, the
benefit provided by this Agreement is limited to the Company’s modification of
the service condition as provided above. Other conditions to payment or vesting
that may be provided in the terms of such awards, such as unfulfilled performance
conditions or non-competition conditions, remain unchanged by this Agreement
and continue in effect unless otherwise expressly provided in this Agreement.
The applicable change in control provisions are modified as provided below. In
all cases any gross amount of cash or shares payable to you will be reduced by
applicable withholding taxes. Also, you will no longer be eligible for future
equity award grants of any sort (except in connection with SSUs as provided
above) for the remainder of 2012.


          You
and the Company agree that the numbers of shares, units, and other amounts set
forth in the remainder of this section and correspondingly in the summary table
appended to this Agreement represent the Company’s determination of the amounts
in conformity with the language in this section. That language represents the
agreement of the parties. At the time this Agreement is signed the Company and
you acknowledge that the accuracy of such numbers has not been fully confirmed.
The parties agree that if at any time prior to payment either party determines
that any such number is erroneous, the correct number shall be substituted for
the incorrect one. The parties further agree to share underlying data
cooperatively with the goal that all parties come to an acceptance that such
numbers are correct.


          (v)
Service-Vested (non-performance) Restricted Stock and Stock Options


          A
total of 37,802 shares of unvested service-vested restricted stock are
outstanding at this time. This represents the full amount of your currently
outstanding unvested restricted stock awards, including awards related to your
2011 MIP bonus. All shares will vest on your Retirement Date. Delivery may be
made in January 2013 for administrative convenience of the Company. 


          Currently
you have stock options granted at various times with various exercise prices.
Some are vested (exercisable) and others, granted in 2011 and 2012, are not
vested. The vesting of the then-unvested portions of your options will be
accelerated on your Retirement Date, and the expiration date of each option
which is wholly or partly unvested at that time will be the third anniversary
of your Retirement Date or the original expiration date, whichever is sooner.
No other conditions or requirements of your options are modified or waived.
Your fully vested stock options may be affected by your retirement under their
original terms but are not modified by this Agreement, as provided in Section
8.


          (vi)
Performance Stock Units (PSUs)


          2009 PSU
Award. The amount of your 2009 PSU award remaining outstanding is
20,525 units. This amounts has not been pro-rated or otherwise reduced by this
Agreement. The performance condition for your 2009 award has been fully met.
Half of this award was paid in 2012 and the other half is scheduled for payment
in 2013 on the fourth anniversary of grant. The service requirement for the
2013 payment of this award will be waived on your Retirement Date but payment
will not be accelerated. Like all PSUs, this award is intended to be paid in
shares.


          2010 PSU
Award. The amount of your 2010 PSU award is 17,982 units. This
amount has not been pro-rated or otherwise reduced by this Agreement. The
performance condition for your 2010 award was modified for the Company’s 2010
stock offering. As modified, the performance condition has been met at the 50%
level for each award based on performance during 2011. Future modifications to
the 2010 performance condition, which would affect all 2010 PSU awards including
yours, continue to be possible. The last two remaining performance period years
are 2012 and 2013. The final performance level can rise above the current 50%,
to a maximum of 100%, based on performance during either of those last two
years in accordance with the award’s modified performance grid, but cannot be
reduced below the previously-achieved level of 50%. If performance in those
last two years is no better than it was in 2011, then 50% of your 2010 PSU
award will forfeit and the other 50% will be paid half in 2013 and half in 2014
as provided in each award. 


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          2011 PSU
Award. The target amount of your 2011 PSU award is 14,177 units. The
maximum amount of your 2011 PSU award is 21,265 units, or 150% of target. These
amounts have not been pro-rated or otherwise reduced by this Agreement. The performance
condition for your 2011 PSU award has not been met. The performance period
consists of the three years 2011 through 2013. If the applicable minimum performance
condition is not met during the performance period, your 2011 PSU award will
forfeit completely. If the applicable performance condition is met at least
minimally as provided in the award, you will receive all or a portion of the
award in accordance with the award’s performance grid, ranging from 50% to 150%
of target. Any payment will be made in accordance with the normal payment
schedule provided in that award (approximately three years after grant). 


          2012 PSU
Award. The target amount of your 2012 PSU award is 24,260 units. The
maximum amount of your 2012 PSU award is 36,390 units, or 150% of target. These
amounts have not been pro-rated or otherwise reduced by this Agreement. The performance
condition for your 2012 PSU award has not been met. The performance period
consists of the three years 2012 through 2014. If the applicable minimum
performance condition is not met during the performance period, your 2012 PSU
award will forfeit completely. If the applicable performance condition is met
at least minimally as provided in the award, you will receive all or a portion
of the award in accordance with the award’s performance grid, ranging from 50%
to 150% of target. Any payment will be made in accordance with the normal
payment schedule provided in that award (approximately three years after
grant). 


          Change in
Control Provisions for all PSU Awards. By signing this Agreement you
irrevocably waive, effective on your Retirement Date, the change in control
provisions applicable to your PSU awards. Instead, the provisions in the
following paragraphs a) and b) will govern the impact on your awards of a
change in control event. 


	
  

 	
  

 	
  

 
	
  

 	
 a)

 	
 A non-transactional change in control event
 occurring after your Retirement Date will result in no satisfaction or waiver
 of performance conditions regarding, no satisfaction or waiver of any other
 condition regarding, and no accelerated payment of, any of your PSU awards
 still outstanding at that time. Such an event will have no effect on your
 outstanding PSU awards at all. 

 
	
  

 	
  

 	
  

 
	
  

 	
 b)

 	
 If a transactional change in control event occurs
 after your Retirement Date, and if the related transaction is consummated
 while any of your PSU awards remain outstanding and unpaid, then each such
 outstanding award, at the maximum amount provided above for the 2010 award
 and at the target amounts provided above for the 2011 and 2012 awards, will
 be paid to you upon consummation of the change in control transaction. In any
 such case the requirement for vesting and payment that you be discharged as a
 result of the change in control event will be waived. If the change in
 control transaction fails to be consummated for any reason, your awards will
 not be vested or paid under this paragraph in connection with that event even
 if a transactional change in control event technically has occurred. 

 



(C) CERTAIN TERMS USED IN SECTION 3 AND ELSEWHERE


          “MIP”
means the Company’ s Management Incentive Plan.


          “ECP”
means the Company’s Equity Compensation Plan.


          “Plan”
means the MIP for all purposes related to SSUs and MIP bonuses; for all other
purposes, “Plan” means the ECP.


          “Change
in control” has the meaning given in the applicable Plan.


          “Transactional
change in control” means a change in control event defined in paragraphs (iii)
or (iv) of the Plan’s “change in control” definition. Examples of transactional
change in control events include a merger, a sale of substantially all of the
Company’s assets, or a complete liquidation of the Company.


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          “Non-transactional
change in control” means a change in control event defined in paragraphs (i) or
(ii) of the Plan’s “change in control” definition. Examples of
non-transactional change in control events include events resulting in a change
in voting control of the Company’s stock or in control of the board’s
membership.


4.
Confidentiality and Non-Disclosure


          In
order to protect the legitimate interests of the Company and its subsidiaries,
you agree that you will not disclose to others at any time in the future,
whether directly or indirectly, any information relating to the Company’s
business operations, plans or other confidential business information and/or
trade secrets of the Company which you received or to which you were given
access during your employment with the Company; provided, however, the
obligations set forth in this sentence will expire on the second anniversary of
your Retirement Date, except as may be required by customer protection or other
applicable laws and regulations. If such information is required to be produced
by law, court order, or governmental authority, you must promptly notify the
Company of that obligation. You may not produce or disclose any such
information until the Company has (a) requested protection from the court or
other legal or governmental authority issuing the process and the request has
been denied or pending action on the request you subsequently have been ordered
to produce or disclose such information, (b) consented in writing to such
production or disclosure, or (c) taken no action to protect its interest within
ten (10) business days (or such shorter period required by order of a court or
other legal or governmental authority) after receipt of your notice. 


5.
Release and Waiver


          In
consideration for the payments and benefits described in Section 3 above and
elsewhere in this Agreement, and for other good and valuable consideration, the
receipt of which you acknowledge by your signature in the space provided below,
but subject to the provisions of Section 7 of this Agreement, you do, for
yourself, your heirs, personal representatives, agents and assigns, fully, absolutely,
and unconditionally release, acquit and forever discharge the Company, and any
and all of its predecessors, successors, assigns, subsidiaries, parents,
affiliates, and their respective directors, officers, employees and agents,
attorneys and representatives, past, present, and future, from any and all
claims, losses, demands, liabilities, causes of action, fees (including
attorney’s fees), compensation, back pay and/or front pay, employment or
re-employment and any other benefits, obligation or liability of any kind,
known or unknown, whether heretofore asserted or unasserted, including but not
limited to all causes of action arising out of or in any way related to your
employment by the Company, or your separation, whether arising out of or
related to Title VII of the Civil Rights Act of 1964, as amended (“Title VII”);
the Civil Rights Act of 1991; the Sarbanes-Oxley Act; the Americans with
Disabilities Act of 1990; the Age Discrimination in Employment Act of 1967, as
amended, (the “ADEA”), the Family and Medical Leave Act (“FMLA”), the Fair
Labor Standards Act (“FLSA”), the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010, the Tennessee Human Rights Act, Tennessee Code
Annotated section 4-21-101 et seq, and Tennessee Code Annotated 8-50-103 (Employment
of the Handicapped), and any other federal or state, local, or city statute,
code, ordinance, rule, regulation, or common law governing, controlling or
otherwise dealing with employment, employment discrimination or equal
employment opportunity, unemployment compensation, employment termination,
retaliation, or otherwise all causes of action occurring from the beginning of
time to the date of this Agreement; provided, however, that notwithstanding the
foregoing, you do not release, discharge or waive any claims arising under or
related to any obligation owed to you by the Company under this Agreement or
any claims for compensation, benefits or entitlements that you have earned as
an employee of the Company pursuant to any Company plan, policy, program,
arrangement or other agreement not affected by this Agreement, including those
benefits identified in the first two paragraphs of Section 8 of this Agreement.


          Notwithstanding
the foregoing or anything to the contrary contained in this Agreement, nothing
herein is intended to or shall adversely affect any obligation the Company may
have to indemnify you, hold you harmless or advance to you or pay expenses to
the fullest extent permitted in accordance with


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the Company’s Bylaws or any individual indemnity
agreement in place at the time of this Agreement, and it is agreed that nothing
in this Agreement will be construed as a waiver by you of any such rights.


6. Non-Disparagement and Non-Competition


          Non-Disparagement


          The
Company and you jointly agree that neither will participate in, assist in, nor
encourage any activity or efforts to damage the business or personal reputations
of the other, and that neither will attempt to adversely affect the other’s
relationships with employees, customers, business partners, or other individuals
or entities.


          Non-Competition
/ Non-Solicitation.


          In
return for the consideration provided herein by the Company, you agree that for
a period of two (2) years following your Retirement Date, you will not in any
manner, directly or indirectly, compete with any Affiliated Company by
accepting employment from or having any other relationship with (including,
without limitation, through owning, managing, operating, controlling or consulting)
a competitor of any Affiliated Company. “Affiliated Company” refers to each of
the following: the Company, the Bank, and any of their subsidiaries or
affiliated companies. This agreement does not prevent you from working as a
consultant to other financial companies as long as that work does not have you
serving in a capacity that involves hiring and managing staff that competes
with the Company and you must comply with the non-soliciatation covenant
discussed below.


          You
further agree that for a period of two (2) years following your Retirement
Date, you will not, either on your own behalf or on behalf of any other person
or entity, in any manner directly or indirectly solicit, hire or encourage any
person who is then an employee of any Affiliated Company to leave the
employment of any Affiliated Company. 


          You
further agree that for a period of two (2) years following your Retirement
Date, you will not, either on your own behalf or on behalf of any other person
or entity, in any manner directly or indirectly solicit or contact any person
or entity who is a Customer of any Affiliated Company at the time of such
solicitation or contact, with the intent of providing one or more services to
that Customer of a nature similar to services provided by that Affiliated Company
to Customers generally


          You
acknowledge and agree that the restrictions set forth in this Agreement are reasonable
and necessary for the protection of each Affiliated Company’s business and
goodwill, and that you are being compensated under this Agreement for agreeing
to such restrictions. 


7.
Acknowledgment of OWBPA Compliance


          Because
this Agreement includes a release and waiver as to claims under the Age
Discrimination in Employment Act, your signature below acknowledges that it
complies with the Older Workers Benefit Protection Act (“OWBPA”) of 1990 and
further acknowledges that you confirm, understand and agree to the terms and
conditions of this Agreement; that these terms are written in lay persons
terms, and that you have been fully advised of your right to seek the advice of
an attorney, as well as tax advisors to review this Agreement. You acknowledge
receiving not less than twenty one (21) calendar days in which to consider this
Agreement to ensure that your execution of this Agreement is knowing and
voluntary. In signing below, you expressly acknowledge that you have been
afforded at least twenty-one (21) days to consider this Agreement and that your
execution of same is with full knowledge of the consequences thereof and is of
your own free will. By signing on the date below, if less than twenty-one (21)
days, you voluntarily elect to forgo waiting twenty-one (21) full days. You
agree that any change, material or immaterial, to the terms of this Agreement
does not restart the running of the twenty-one (21) day period.


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8. Other
Benefits; Stock Options; Change in Control Agreement


          Other
than as provided below or elsewhere expressly in this Agreement, your right to
benefits under all other plans of the Company is not affected by your signature
to this Agreement. This includes your qualifed pension benefit, Pension
Restoration Plan benefit, 401(k) savings plan account, life and disability
insurance benefits, normal post-retirement medical benefits for executives, and
any deferred compensation accounts. 


          Except
for options granted in 2011 and 2012 (treated in Section 3.v.), your stock
options will not be altered by this Agreement. Your pre-2011 options all
currently are vested (exercisable). Your retirement qualifies as an approved
early retirement under your pre-2011 option awards. Accordingly, your
outstanding pre-2011 options will expire, unless exercised, upon the earlier of
the original expiration date or the third anniversary of your Retirement Date.
Your deferral stock options will expire the earlier of the original expiration
date or the fifth anniversary of your Retirement Date. As a consequence of the
foregoing, your options granted before 2011 will avoid immediate forfeiture
upon retirement, though their remaining terms in many cases will be shortened.


          You
and the Company agree that your change in control severance agreement with the
Company, including all amendments thereto, is cancelled and terminated
effective immediately. Moreover, you agree that effective immediately you will
not be eligible to receive benefits, and will not be paid any benefits, under
the Company’s Severance Pay Plan or any similar severance plan or program
through which the Company or its subsidiaries offer or pay severance benefits
to officers or employees in connection with a change in control event. 


9. Right
of Revocation


          Your
signature also acknowledges that, in compliance with the OWBPA mentioned above,
you have been fully advised by the Company of your right to revoke and nullify
this release and Agreement, which right must be exercised if at all, within
seven (7) days of the date of your signature. Any revocation of this agreement
must be in writing, addressed to First Tennessee Bank, attention Salomon
Mizrahi, Human Resources Division, 300 Court Avenue, Sixth Floor, Memphis,
Tennessee 38103. The Company must be notified within the foregoing seven day
period. This agreement will not become effective or enforceable until the
expiration of the seven day period. In the event the Company enters into a
merger or other change-in-control agreement after you sign this release and Agreement,
you will not be eligible for change-in-control severance benefits under your
current change-in-control agreement.


10.
Breach and Remedies


          (A)
If you resign prior to your Retirement Date then the consideration provided to
you under Section 3 of this Agreement shall be cancelled and forfeited, and you
will be responsible for repayment to the Company of any cash, shares, and other
amounts previously paid to you pursuant to Section 3 of this Agreement. This
paragraph does not apply to cash salary under Section 3(ii) which has been paid
prior to such resignation.


          (B)
If you fail to comply with any covenant, agreement, or other obligation of this
Agreement in any material respect other than your agreement to remain employed
through Retirement Date (“Breach”) and if such Breach continues for thirty (30)
days after the Company sends you notice which expressly states that you shall
forfeit the consideration provided to you under Section 3 of this Agreement if
such Breach is not corrected, then the consideration provided to you under
Section 3 of this Agreement shall be cancelled and forfeited, and you will be
responsible for repayment of all cash, shares, and other amounts previously
paid to you pursuant to Section 3 of this Agreement. If, however, during such
30 days you truly and fully halt the failure which caused the Breach and within
ten (10) days thereafter send notice to the Company of your actions taken to
accomplish the halt, then the Company’s sole remedies related to your Breach
shall be (i) seeking specific performance, injunctive, or other equitable
relief, and (ii) the Company’s actual damages, including costs as provided
below if the Company brings an action and prevails. For this purpose: notice to
you will be deemed sent to you if the Company provides actual no-


7





tice to you by any means or if the Company mails
notice to you at your last known address used for pension, compensation, or
other employment-related communications; and, notice to the Company will be
deemed sent to the Company if actually provided to the Company’s Chief
Executive Officer or Chief Financial Officer by any means or if mailed to
either such officer using the U.S. Postal Service, postage pre-paid, at the
Company’s headquarters mailing address, which currently is 165 Madison Avenue,
23rd Floor, Memphis, TN 38103. Notwithstanding the foregoing, the
cash salary provided under Section 3(ii) shall not be forfeited, cancelled, or
subject to repayment if such Breach first occurs after your Retirement
Date. 


          (C)
If you breach or threaten to breach any obligation in this Agreement, the
Company may seek specific performance and/or injunctive relief against you to
prevent such continued or threatened breach, in addition to any other remedies
available to it under this Agreement or the law. 


          (D)
If a court of competent jurisdiction determines a prevailing party in any
litigation or other court proceeding related to this Agreement, the
non-prevailing party agrees to pay all court costs and reasonable attorneys’
fees and costs of the prevailing party related to such litigation or other
court proceeding.


11.
Return of Documents


          By
your signature, you acknowledge and confirm that you will return to the Company
any and all documents belonging to it, as well as any other property which
belongs to it, and that no such documents or materials or property will be
retained by you after your Retirement Date.


12.
Binding Effect


          Upon
your signing this Agreement, and after the expiration of seven (7) days as
provided in Section 9, it will become effective and is binding upon you and the
Company and their respective successors, assigns, heirs, and personal
representatives.


13.
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.


14.
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.


15.
Captions


          The
captions to the various Sections of this Agreement are for convenience only and
are not part of this Agreement.


16. 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 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 A FINANCIAL COUNSELOR AND 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.


          This
Agreement covers in detail each and every element of the retirement agreement
agreed upon between you and the Company. Your signature in the space provided
below will confirm that you have


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had an unhurried opportunity to carefully read and review
this Agreement and seek advice with respect to its content, and that you fully
understand its meaning in all respects.


          This
Agreement may be enforced by the parties in any state or federal court of
competent jurisdiction. This Agreement is governed by the substantive laws of
the state of Tennessee, without regard to conflicts of laws statutes or
principles.


 [The remainder of this page is
intentionally blank]


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I HAVE READ THE FOREGOING AGREEMENT, HAVE HAD A
REASONABLE AND ADEQUATE OPPORTUNITY TO REVIEW IT, AND FULLY UNDERSTAND AND
VOLUNTARILY SIGN THE SAME.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 /s/ Christine B. Munson

 	
  

 	
           11/19/2012

 
	
  

 	
  

 	
  

 
	 

 	
  

 	 

 
	
 Christine B. Munson

 	
  

 	
 Date

 
	
  

 	
  

 	
  

 
	
 Witnessed by:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 [NOTARY
 SEAL]          

 	
 My Commission Expires:

 
	
 /s/ Paula M. Seaton

 	
  

 	
      December
 12, 2012

 
	
  

 	
  

 	
  

 
	 

 	
  

 	
  

 
	
 Notary of the State of Tennessee

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 First Horizon National Corporation

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 /s/ John M. Daniel

 	
  

 	
           Nov.
 19, 2012

 
	
 By:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 	 

 
	
  

 	
  

 	
 John M. Daniel

 	
  

 	
 Date 

 
	
  

 	
  

 	
 Executive Vice President and 

 	
  

 	
  

 
	
  

 	
  

 	
 Chief
 Human Resources Officer

 	
  

 	
  

 


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