Exhibit 10.8(h)


Salary Stock Unit Program

(Last revised January 18, 2011)


	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
 Purpose.
 The purpose of the Program is to link more of each participant’s compensation
 to the company’s stock performance and facilitate retention of key
 executives.

 
	
  

 	
  

 	
  

 	
  

 
	
 2.

 	
 Committee
 Actions. From time to time the Compensation
 Committee (CC) (a) will identify persons who are to receive a portion of
 salary in the form of salary stock units (SSUs), and (b) will determine the
 dollar amount of salary that each such person will receive in the form of
 SSUs, sometimes called the SSU crediting rate. The portion of salary in the
 form of SSUs may be in lieu of cash salary or supplemental to prior cash
 salary rates. The crediting of SSUs to each such person will continue while
 he or she is employed with FHN until the CC changes or ends the person’s participation
 or this SSU Program, unless the CC approves an automatic sunset date for
 participation in this Program or unless the CC limits participation to a
 specified year and fails to renew participation. It is expected that the CC
 will reconsider these determinations at least once each year, and in doing so
 the CC may make changes for a new year or period retroactive to the beginning
 of that year or period. The CC may change or eliminate the dollar amount of
 salary to be paid to a participant in the form of SSUs at any time; although
 such action would not affect previously-credited SSUs, no participant has any
 right to continue to receive new SSUs at any specific dollar level or at all.
 In addition, the CC may accelerate settlement of SSUs globally or for any
 participant based on the value of FHN stock at that time, and may change the
 terms of SSUs or this Program at any time.

 
	
  

 	
  

 	
  

 	
  

 
	
 3.

 	
 SSU Terms
 and Mechanics. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 For each
 person designated to participate in the Program by CC action beginning in
 2011, crediting of SSUs will occur quarterly in arrears commencing with the
 quarter in which CC action occurs, unless otherwise provided by the CC.
 Ideally, crediting dates will occur late in March, June, September, and
 December. However, in all cases crediting dates are subject to adjustment or
 delay for administrative reasons, and the CC may direct that a date be used
 in a particular instance. This provision does not disturb SSUs credited prior
 to January 1, 2011.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 When SSUs
 are credited to a participant for a particular quarter, the number of SSUs
 will equal the dollar amount of salary for that quarter to be paid in the
 form of SSUs (net of any applicable withholding taxes, as provided in
 paragraph f below) divided by the Ten-Day Average Value for that quarter. The
 number of credited SSUs will be calculated as the administrator determines
 but will not be rounded up. In any case where the pay period is less than a
 full quarter, a similar calculation using an appropriate Ten-Day Average
 Value will be performed for the shorter period as determined by the
 administrator. If the period is less than ten trading days, the value used
 will be the average closing price for all trading days within that period.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 For purposes
 of this Program, the “Ten-Day Average Value” for any quarter or shorter
 period is the average closing share price of FHN stock for any period of ten
 consecutive trading days selected by the administrator and occurring within
 that quarter or period. The administrator generally will favor the selection
 of a ten-day period later in the quarter or other period rather than earlier,
 but in each case may select the specific ten-day period based on administrative
 convenience. In addition, if a dividend record date or ex-date might occur
 within the valuation period the administrator may select the ten-day period
 to avoid unfair or inappropriate enlargement or dilution of value.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 Settlement.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 SSUs credited in 2010

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 General Rule. Each
 SSU credited in 2010 entitles the participant to receive the cash value of one
 share of FHN stock valued at the Ten-Day Average Value for the second quarter
 of 2012. 

 


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 Settlement
 of SSUs will be made within 30 business days after the last day of the
 ten-day period used for valuation. In converting SSUs to cash values when
 settled, amounts will be calculated as the administrator determines but will
 not be rounded up.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 SEOs. For those
 participants who, in 2010, were “senior executive officers” (SEOs) under the
 Troubled Asset Relief Program (TARP) rules, the General Rule above applies
 subject to the changes provided in this paragraph. For SEOs, SSUs credited in
 the first two quarters of 2010 will be paid in March 2011, and SSUs credited
 in the second two quarters of 2010 will be paid in September 2011. The administrator
 will cause the SSUs to be paid early in each such month, subject to
 administrative considerations. Each SSU payment to SEOs will be calculated
 using the Ten-Day Average Value for February in respect of the March payment,
 and using the Ten-Day Average Value for August in respect of the September
 payment.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 SSUs Credited after 2010

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Each SSU
 entitles the participant to receive the cash value of one share of FHN stock.
 SSUs credited in the first two quarters of any given year will be paid in
 June or July, and SSUs credited in the second two quarters of that year will
 be paid in December, of the year following the year of crediting. SSUs paid
 in June or July will be valued using the Ten-Day Average Value for the second
 quarter of the year of payment, and SSUs paid in December will be valued
 using the Ten-Day Average Value for the fourth quarter of that year. In
 converting SSUs to cash values when settled, dollar amounts will be
 calculated and rounded down (not up) as the administrator determines.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 e.

 	
 SSUs will
 not be settled in actual shares of stock and will have no voting rights. An
 SSU will not be represented by any certificate or document, but instead will
 be credited on the books of FHN or its administrative agent. SSUs are a component
 of or supplement to salary and are not associated with any plan of FHN.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 f.

 	
 Taxes will
 be withheld in connection with a crediting or settlement event (as
 applicable) and remitted to government authorities as necessary or
 appropriate. Taxes withheld in connection with crediting may be withheld from
 salary paid in the form of cash or other contemporaneously paid compensation,
 or may reduce the number of SSUs credited, or both, as the administrator
 determines. Participants are not permitted to elect to be taxed on SSUs at
 the time of crediting. The current administrative determinations of these
 matters are: any FICA, medicare, and income taxes withheld in connection with
 crediting SSUs will reduce the dollar amount of salary which is to be converted
 into SSUs.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 g.

 	
 SSUs will be
 adjusted for stock dividends and splits that occur after crediting and prior
 to settlement in order to prevent enlargement or dilution of value. In making
 such adjustments, SSUs will be treated in a manner similar to ordinary shares
 except that calculated numbers of SSUs are to be rounded down (not up) as the
 administrator determines. The administrator will make appropriate adjustments
 for SSUs credited or settled near dividend and split record dates to account
 for the effects of ex-trading dates in the market prices of FHN shares, again
 in order to prevent enlargement or dilution of value. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 h.

 	
 If cash
 dividends are declared on FHN shares during the time that a participant holds
 SSUs, a cash amount will be credited to the participant equivalent to the
 cash dividend that would have been paid on a like number of ordinary FHN
 shares, calculated and rounded down (not up) as the administrator determines.
 Credited cash dividend equivalent amounts will not be converted into SSUs,
 will not accrue interest, and will be paid to the participant at the time
 that the associated SSUs are paid. Notwithstanding the foregoing, the
 administrator may prevent or omit the crediting of a cash dividend equivalent
 in order to prevent a participant from benefiting twice from that 

 


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 dividend
 whenever the dividend’s record date or ex-date occurs near the time of the
 ten-day period used for the Ten-Day Average Value.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 i.

 	
 SSUs are not
 transferable. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 j.

 	
 Absent other
 action by the CC, if FHN merges or consolidates and as a result FHN shares
 cease to be publicly outstanding, then outstanding SSUs will be converted
 into units denominated in shares of the surviving or resulting company based
 on the transaction value. The conversion will be accomplished, to the extent
 practicable, so as to prevent enlargement or dilution of value.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 k.

 	
 SSUs are a
 special form of deferred salary. When cash salary no longer is paid to a
 participant, SSUs no longer will be credited. If cash salary previously paid
 to a participant were subject to forfeiture or reclamation for any reason,
 the associated SSUs similarly would be subject to forfeiture or reclamation.
 However, SSU crediting rates and cash salary rates may be adjusted
 independently of each other; a change in a participant’s cash salary rate
 does not automatically result in any change in that person’s SSU crediting
 rate, and vice-versa.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 l.

 	
 The timing,
 pricing, and other administrative determinations associated with SSU
 recipients who are subject to Form 4 reporting may differ from those of other
 Program participants. Currently, no such differences have been approved by
 the administrator.

 
	
  

 	
  

 	
  

 	
  

 
	
 4.

 	
 Termination
 of Employment. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 Subject to
 the exceptions set forth below, credited SSUs will be forfeited unless the
 participant is continuously employed by FHN or a subsidiary through the
 payment date of the SSUs. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 Notwithstanding
 paragraph a., if a participant dies, his or her credited and unpaid SSUs will
 not be forfeited as a result of death, and settlement of the SSUs will be
 accelerated in an equitable and appropriate manner determined by the
 administrator. The valuation date for any such settlement will be the first
 trading day following the date of death.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 Notwithstanding
 paragraph a., if a participant’s employment with FHN terminates as a result
 of normal or early retirement or disability, then his or her credited and
 unpaid SSUs will not be forfeited as a result of that termination, and settlement
 of the SSUs will occur at the ordinary times set forth in this Program. For
 this purpose, “normal retirement” and “early retirement” have the meanings
 given in procedure 43 of the Equity Award Administration Procedures (rev’d
 July 20, 2009), and “disability” means a disability that would qualify as a
 total and permanent disability under the long-term disability plan then in
 effect at FHN, or (if different) at the FHN subsidiary employing the
 participant, at the onset of such total and permanent disability.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 Notwithstanding
 paragraph c., a participant who has terminated employment but retained SSUs
 due to retirement or disability shall forfeit all of those retained SSUs if,
 at any time during the period prior to the latest payment date of any SSUs
 credited to him or her at the time of termination, the participant engages in
 any competitive activity. Each of the CC and the administrator has the
 discretion to determine whether any particular activity is competitive with
 FHN or any of its subsidiaries. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 e.

 	
 Enforcement
 of the vesting and forfeiture conditions above is subject to the U.S.
 Department of the Treasury compensation rules applicable during the period as
 to which FHN was subject to the TARP rules restricting compensation.
 Currently it is uncertain whether the TARP rules prohibit FHN from imposing
 vesting and forfeiture conditions upon SSUs credited to participants who are
 SEOs at the time of crediting. As long as such uncertainty exists, this
 Program will be interpreted to assume that the TARP rules prohibit the
 imposition of a vesting condition on SEO participants. However, if the TARP
 rules are later amended or interpreted so that the vesting condition is
 permitted with respect to SEOs, FHN retains the right to impose the vesting
 condition on SEOs to the maximum extent allowed, including retroactively to
 any time when uncertainty existed.

 


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 5.

 	
 No Elective
 Deferrals. Participants may not elect to defer the
 settlement of SSUs beyond the mandatory deferral period provided in the
 program above. SSUs are not eligible for elective deferral under any deferral
 plan or program of FHN, even if those plans or programs generally allow
 deferral of salary. Outstanding salary deferral elections shall not apply to
 SSUs.

 
	
  

 	
  

 	
  

 	
  

 
	
 6.

 	
 Treatment of
 SSUs as Base Salary. SSUs are, or are not, to be
 treated as base salary under the plans and programs listed below. For any
 plan or program not listed, SSUs shall not be treated as base salary unless
 the administrator determines otherwise; any such determinations must be reported
 to the CC at or before its next quarterly meeting.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SSUs,
 measured at the crediting rate and date rather than the ultimate payment
 amount and date, are treated as base salary for the following (subject to the
 limitation in the next sentence):

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 Retirement
 and retirement restoration plans, including pension and savings plans.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 All life and
 disability benefit and insurance programs. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 Other
 programs treated as ‘benefit’ programs by FHN’s Human Resources division.
 This provision does not include severance programs.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 For each
 such case, the amount of SSUs treated as base salary shall not exceed
 $200,000 per person per calendar year.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SSUs are not
 treated as base salary for the following:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 Change in
 control severance agreements and any change in control severance plan or
 program that may apply to a holder of SSUs.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 e.

 	
 Any other
 present or future severance plan, program, or agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
 7.

 	
 Administration.
 The Chief Human Resources Officer is the program administrator with authority
 to oversee all administrative matters related to the SSU program. All
 administrative actions must further the purposes of the program and be
 compatible with legal requirements and appropriate tax and accounting
 outcomes. The administrator may deviate from or modify the following program
 provisions under this authority: any provision governing a crediting date or
 a settlement date or a date as of which FHN stock is valued to convert cash
 amounts into SSUs, or SSUs into cash, provided that such a provision may be
 changed only out of demonstrable administrative necessity and must be
 reported at the next quarterly CC meeting; for any calculation, any provision
 governing a number of decimal places or a rounding convention; and, any
 provision to the extent necessary to comply with legal requirements, to avoid
 a legal penalty or forfeiture, or to obtain or preserve appropriate tax and
 accounting outcomes, provided that in no case may actual shares of stock be
 issued in settlement of SSUs.

 


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