The annual meeting of the holders of First Horizon National Corporation’s common stock will be held on April ~~26, 2016,~~24, 2018, at 10:00 a.m. local time inat the ~~Auditorium,~~ First Tennessee First Ops Building, ~~165 Madison Avenue,~~3451 Prescott Road, Memphis, ~~Tennessee.~~Tennessee 38118.

These items are described more fully in the following pages, which are made a part of this notice. The close of business on February ~~26, 2016~~23, 2018 is the record date for the meeting. All holders of record of First Horizon’s common stock as of that time are entitled to vote at the meeting. The holders of First Horizon’s depositary shares, each representing a 1/4000th interest in a share of non-cumulative perpetual preferred stock, Series A, issued by First Horizon on January 31, 2013, are not entitled to vote at the meeting, but are entitled under the Tennessee Business Corporation Act to receive this notice of the meeting (which states that one of the purposes of the meeting is to consider the proposed amendments to the Restated Charter) and a copy or summary of the proposed amendments.

Management requests that you vote your proxy by telephone or over the internet or that you sign and return the form of proxy promptly, as applicable, so that if you are unable to attend the meeting your shares can nevertheless be voted. You may revoke a proxy at any time before it is exercised at the annual meeting in the manner described on page 25 of the proxy statement.

Proxy Statement for ~~2016~~2018 First Horizon National Corporation Annual Meeting

Our Board of Directors is soliciting proxies to be voted at our upcoming annual meeting of the holders of First Horizon’s common stock (and at any adjournment or adjournments of the meeting). At the meeting, our common shareholders will act to elect ~~ten~~twelve directors; to ~~approve~~vote on technical amendments to modernize our ~~Equity Compensation Plan, as proposed to be amended and restated; to approve our Management Incentive Plan, as proposed to be amended and restated;~~Restated Charter; to vote on an advisory resolution to approve executive compensation (“say on pay”); and to ratify the appointment of KPMG LLP as our independent auditors for ~~2016.~~2018.

The annual meeting of the holders of our common stock will be held on Tuesday, April ~~26, 2016~~24, 2018 at 10:00 a.m. local time inat the ~~Auditorium of our principal executive office,~~ First Tennessee First Ops Building, ~~165 Madison Avenue,~~3451 Prescott Road, Memphis, Tennessee ~~38103.~~38118. To obtain additional information or directions to be able to attend the meeting and vote in person, contact our ~~Community Relations~~Corporate Communications office at 866-365-4313.

Corporate Governance Guidelines, which are available on our website at www.firsthorizon.com (click on “Investor Relations,” then “Corporate Governance,” and then “Governance Documents”).

The affirmative vote of a majority of the votes cast is required to approve the proposed amendments to our ~~ECP and MIP,~~Restated Charter, to approve the advisory resolution ~~to approve~~on executive compensation and to ratify the appointment of auditors.

~~With respect to the ECP, New York Stock Exchange rules make shareholder approval a~~

prerequisite to the listing of any additional shares of our common stock and, for purposes of determining whether shareholder approval has been obtained, require that abstentions be counted as “votes cast.” Therefore, for purposes of the NYSE rules only, abstentions will have the same effect as votes against the approval of the ECP.

Effect of Not Casting Your Vote

Shares Held in Street Name. If you hold your shares in street name it is critical that you instruct your broker or bank how to vote if you want your vote to count in the election of directors, the ~~approval of the ECP and MIP,~~amendments to our Restated Charter and the advisory resolution to approve executive compensation (Vote Item Nos. 1, 2 3 and 43 of this proxy statement). Under current regulations, your broker or bank will not have the ability to vote your uninstructed shares in these matters on a discretionary basis. Thus, if you hold your shares in street name and you do not instruct your broker

or bank how to vote, no votes will be cast on your behalf with respect to these matters. Your broker or bank will have the ability to vote uninstructed shares on the ratification of the appointment of auditors (Vote Item No. 5)4).

Shareholders of Record. If you are a shareholder of record and you do not vote your proxy, no votes will be cast on your behalf on any of the items of business at the annual meeting unless you attend the annual meeting and vote your shares there.

Duplicate Mailings & Householding

Duplicate mailings in most cases are inconvenient for you and an unnecessary expenditure for us. We encourage you to eliminate them whenever you can as described below.

Multiple Accounts. Some of our shareholders own their shares using multiple accounts registered in variations of the same name. If you have multiple accounts, we encourage you to consolidate your accounts by having all your shares registered in exactly the same name and address. You may do this by contacting our stock transfer agent, ~~Wells Fargo Bank, N.A.~~Equiniti Trust Company (EQ), by phone toll-free at 1-877-536-3558, or by mail to Shareowner Services, P.O. Box 64854, St. Paul, MN 55164-0854.

Shares Held in Street Name. If you and other members of your household are beneficial owners of shares, meaning that you own shares indirectly through a broker, bank, or other nominee, you may eliminate any duplication of mailings by contacting your broker, bank, or other nominee. If you have eliminated duplicate mailings but for any reason would like to resume them, you must contact your broker, bank, or other nominee.

Shareholders with the Same Address; Requesting Changes.If you are among the

shareholders who receive paper copies of our proxy materials, SEC rules allow us to mail a single copy of those materials to all shareholders residing at the same address if certain conditions are met. This practice is referred to as “householding.” (Householding does not apply to either the proxy card or the notice of internet availability of proxy materials.) If your household receives only one copy of the proxy materials and if you wish to start receiving separate copies in your name, apart from others in your household, you must request that action by contacting our stock transfer agent, ~~Wells Fargo Bank, N.A.,~~EQ, by phone toll-free at ~~1-877-602-7615~~1-877-536-3558 or by writing to it at Shareowner Services, Attn: Householding, P.O. Box 64854, St. Paul, MN 55164-0854. That request must be made by each person in the household who desires a separate copy. Within 30 days after your request is received we will start sending you separate mailings. If you and members of your household are receiving multiple copies and you want to eliminate the duplications, please request that action by contacting ~~Wells Fargo~~EQ using the contact

2018 ANNUAL MEETING & PROXY STATEMENT—GENERAL MATTERS

information given in this paragraph above. In either case, in your communications, please refer to your account ~~number and our company number (998).~~number. Please be aware that if you hold shares both in your own

name and as a beneficial owner through a broker, bank or other nominee, it is not possible to eliminate duplications as between these two types of ownership. If your household receives only a single copy of the proxy materials, and if you desire your own separate copies for the ~~2016~~2018 annual meeting, you may pick up copies in person at the meeting in April or download them

from our website using the website address listed in the box

below. If you would like additional copies mailed, we will mail them promptly if you request them from our Investor Relations department at our website ~~by phone toll-free at 1-800-410-4577,~~ or by mail to Investor Relations, P.O. Box 84, Memphis, TN 38101. You may also request that additional copies be mailed by calling our Corporate Communications department at 1-866-365-4313. However, we cannot guarantee you will receive mailed copies before the ~~2016~~2018 annual meeting.

Important Notice Regarding the Availability of Proxy Materials
for the Shareholder Meeting to Be Held on April ~~26, 2016.~~24, 2018.

This proxy statement, our proxy card, and our annual report to shareholders are
available at http://ir.fhnc.com.

CORPORATE GOVERNANCE & BOARD MATTERS

Corporate Governance & Board Matters

In accordance with our Bylaws, First Horizon is managed under the direction of and all corporate powers are exercised by or under the authority of our Board of Directors. Our Board of Directors currently has ~~eleven~~twelve members. ~~(It will have ten members after the annual meeting since one current director is not standing for re-election.)~~ All of our directors are also directors of First Tennessee Bank National Association (the “Bank” or “FTB”). The Bank is our principal operating subsidiary.

First Horizon is dedicated to operating in accordance with sound corporate governance principles. We believe that these principles not only form the basis for our reputation of integrity in the marketplace but also are essential to our efficiency and overall success. Some of our corporate governance principles, policies and practices are highlighted below.

Corporate Governance Highlights

	•	Annual director elections.All our directors are elected by our shareholders every year.

	•	Majority voting.Our directors are elected by a majority of the votes cast in uncontested elections (plurality vote in contested elections).

	•	Director resignation policy.We have adopted a director resignation policy for directors who do not receive the affirmative vote of a majority of the votes cast.

	•	Independence.All current non-employee director nominees are independent under the NYSE listing standards.

	•	Board refreshment.Our Board values fresh perspectives. Over the past six years, we have added five new directors to our Board, and a majority of our directors have served for ~~fewer than~~ eight ~~years.~~years or fewer.

	•	Shareholder engagement.Dialogue with our shareholders is a critical part of our company’s success. ~~In addition to our~~Our Investor Relations ~~area’s~~area conducts ongoing dialogue with our shareholders via conferences, road shows, on-site visits and the like and communicates financial and strategic matters through public disclosures such as quarterly earnings presentations, analyst packets and SEC filings. In addition, over the past several years our outside directors have met ~~a number of times~~ with both investors and proxy advisory firms to discuss issues of importance to them.

	•	Lead ~~director.~~Director.Independent director ~~R. Brad Martin~~Colin V. Reed serves as the ~~lead director.~~Lead Director. The principal duties of the ~~lead director~~Lead Director are specified in the Corporate Governance Guidelines.

	•	Other directorships.~~All~~ None of our current directors ~~serve~~serves on ~~three or fewer~~more than two public company boards ~~(other~~other than First ~~Horizon); eight~~Horizon; eleven of our ~~eleven~~twelve current directors serve on one or no other public company boards.

	•	Clawback.Our Compensation Recovery Policy (commonly known as a “clawback” policy) makes performance compensation paid based on erroneous financial data recoverable if the recipient caused the error or is responsible for the data’s accuracy. Additional clawback provisions apply to most types of stock awards if certain other misconduct occurs, such as fraud or ~~solicitation,~~certain competitive activities, or (starting in 2014) if grant or payment of an award was based on erroneous financial data or if a termination for cause occurs.

	•	Stock ownership guidelines.~~These~~ Our guidelines require non-employee directors to own five times their annual cash base retainer in First Horizon stock. Executive officers must own between two and six times their salary in First Horizon stock, depending on their position. See page 6052 for additional details about the guidelines.

	•	Individual director evaluations.Each year, the Nominating & Corporate Governance Committee evaluates the performance of each non-employee director prior to determining whether to recommend him or her to the Board for renomination. See page 2527 for additional detail on this process.

	•	Hedging.Company policy prohibits directors and executive officers from hedging with respect to First Horizon stock.

CORPORATE GOVERNANCE & BOARD MATTERS

Key Corporate Governance Documents

Our Board has adopted the following key corporate governance documents. All of these are available, along with several other governance documents, such as our compensation recovery policy, stock ownership guidelines, and committee charters, on our website at www.firsthorizon.com (click on “Investor Relations,” then “Corporate Governance,” and then “Governance Documents”). Paper copies are also available to shareholders upon request to the Corporate Secretary.

Corporate Governance Guidelines	•	Provide our directors with guidance as to their legal accountabilities, promote the functioning of the Board and its committees, and set forth a common set of expectations as to how the Board should perform its functions.

Code of Business Conduct and Ethics	•	Sets forth the overarching principles that guide the conduct of every aspect of our business.

	•	Any waiver of the Code of Business Conduct and Ethics for an executive officer or director must be promptly disclosed to shareholders in any manner that is acceptable under the NYSE listing standards, including but not limited to distribution of a press release, disclosure on our website, or disclosure on Form 8-K.

Code of Ethics for Senior Financial Officers	•	Promotes honest and ethical conduct, proper disclosure of financial information and compliance with applicable governmental laws, rules and regulations by our senior financial officers and other employees who have financial responsibilities.

	•	We intend to satisfy our disclosure obligations under Item 5.05 of Form 8-K related to amendments or waivers of the Code of Ethics for Senior Financial Officers by posting such information on our website.

We have also adopted a Compliance and Ethics Program Policy, which highlights our commitment to having an effective compliance and ethics program by exercising due diligence to prevent and detect criminal conduct and otherwise by promoting an organizational culture that encourages ethical conduct and a commitment to compliance with the law.

Director Resignation Policy

Our Board has adopted a director resignation policy that requires a director who does not receive the affirmative vote of a majority of the votes cast with respect to his or her election to tender his or her resignation. Under the policy, the Nominating & Corporate Governance Committee must promptly consider the resignation tender and a range of possible responses and make a recommendation to the Board. The Board will act on the Nominating & Corporate Governance Committee’s recommendation within 90 days following certification of the shareholder vote. Thereafter, the Board will promptly disclose its decision regarding whether to accept the director’s resignation tender, including an explanation of the decision (or the

reason(s) for rejecting the resignation offer, if applicable), in a Form 8-K (or other appropriate report) filed with or furnished to the Securities and Exchange Commission. If any director’s tender of resignation under the policy is not accepted by the Board, such director will serve until the next annual meeting of shareholders and until his or her successor has been duly elected and qualified. Any director who tenders his or her resignation pursuant to the director resignation policy shall not participate in the Nominating & Corporate Governance Committee recommendation or Board action regarding whether to accept the tender of resignation. If a majority of the members of the Nominating & Corporate Governance Committee

CORPORATE GOVERNANCE & BOARD MATTERS

did not receive the affirmative vote of a majority of the votes cast at the same election, then all the directors who are “independent” under the listing standards of the New York Stock Exchange and who received the affirmative vote of a majority of the votes cast shall appoint a committee amongst themselves to consider the resignation tenders and recommend to the Board whether to accept them.

This committee may, but need not, consist of all of the independent directors who received the affirmative vote of a majority of the votes cast. The director resignation policy is contained in our Corporate Governance Guidelines, which are available on our website at www.firsthorizon.com (click on “Investor Relations,” then “Corporate Governance,” and then “Governance Documents”).

Independence & Categorical Standards

Independence

Our common stock is listed on the New York Stock Exchange. The NYSE listing standards require a majority of our directors and all of the members of the Compensation Committee, the Nominating & Corporate Governance Committee and the Audit Committee of the Board of Directors to be independent as defined in the listing standards. Under these standards, our Board of Directors is required to determine affirmatively that a director has no material relationship with the company for that director to qualify as independent. In order to assist in making independence determinations, the Board, upon the recommendation of the Nominating & Corporate Governance Committee, has adopted the categorical standards set forth below. In making its independence determinations, each of the Board and the Nominating & Corporate Governance Committee considered the relationships between each director and the company, including those that fall within the categorical standards. In addition, the NYSE listing standards require that the Board specifically consider certain factors in determining the independence of any director who will serve on the Compensation Committee. These factors are described under the heading “The Compensation Committee—In General” below in this proxy statement. Our Board specifically considered such factors in making the independence determinations for all of our

directors, including those who serve on the Compensation Committee.

Based on its review and the application of the categorical standards, the Board, upon the recommendation of the Nominating & Corporate Governance Committee, determined that all ten of our current non-employee directors (Messrs. Compton, Emkes, Foss, Gilchrist, ~~Martin,~~ Niswonger, Reed, Subramaniam and Yancy and Mmes. ~~Gregg,~~ Palmer and Stewart) are independent under the NYSE listing ~~standards.~~standards and that R. Brad Martin, who served on our Board until December 2017, was independent under the NYSE listing standards during the time he served as a director. The Nominating & Corporate Governance Committee and the Board determined that all transactions and relationships with each director identified above as independent fell within our categorical standards. In addition, the Board, upon the recommendation of the Nominating & Corporate Governance Committee, determined that Mr. Carter, who stepped down as a director in November of 2015, was independent under the NYSE listing standards during the time he served as a director.Neither Mr. Jordan, as our Chief Executive Officer, nor Mr. Taylor, as our Vice Chairman, is ~~not~~ independent.

The categorical standards established by the Board, which were last revised in 2010, are set forth below and are also available on our website at www.firsthorizon.com (click on “Investor Relations,” then “Corporate Governance,” and then “Governance Documents”).

Director Transactions by Category or Type

With respect to each director who is identified above as independent under the NYSE listing standards, the Board considered the following types or categories of transactions, relationships or arrangements in determining the director’s independence under the NYSE standards and our categorical standards.

Provision by the company, in the ordinary course of business and on substantially the same terms

and conditions as those prevailing at the time for comparable transactions with non-affiliated persons, of the following banking and financial services and services incidental thereto to directors, their immediate family members and/or to entities with which directors or their immediate family members are affiliated: deposit accounts (all directors except Mr. Gilchrist and Ms. Stewart); treasury management products (Messrs. ~~Carter,~~ Compton, Martin, Niswonger,

	and Yancy); loans (including mortgage loans), letters of credit, guaranties, credit cards and/or other lines of credit (Messrs. Carter, Martin, Niswonger, Reed and Yancy and Mmes. Gregg and Palmer); interest rate swaps (Mr. Martin); investment management (Ms. Gregg and Mr. Niswonger); broker/dealer services (Messrs. Emkes, Martin, Niswonger, Reed and Yancy and Ms. Palmer); financial planning (Mr. Reed); capital markets (Mr. Carter); trust services (Messrs. Compton and Niswonger); insurance brokerage (Messrs. Niswonger, Reed and Yancy); safe deposit boxes (Messrs. Carter, Martin and Niswonger and Ms. Gregg); purchasing card services (Mr. Niswonger) and currency exchange (Messrs. Compton, Martin and Niswonger).

•	~~Provision by an entity affiliated with a director or his or her immediate family member, in the ordinary course of business and on substantially the same terms and conditions as those~~CORPORATE GOVERNANCE & BOARD MATTERS

Subramaniam, and Yancy); loans (including mortgage loans), letters of credit, guaranties, credit cards and/or other lines of credit (Messrs. Foss, Martin, Niswonger, Reed, Subramaniam and Yancy and Ms. Palmer); investment advisory services (Mr. Niswonger); broker/dealer services (Messrs. Emkes, Martin, Niswonger, Reed and Yancy); financial planning (Mr. Reed); capital markets (Mr. Subramaniam); trust services (Mr. Compton); insurance brokerage (Messrs. Niswonger, Reed and Yancy); safe deposit boxes (Messrs. Martin and Niswonger); purchasing card services (Mr. Niswonger) and currency exchange (Mr. Compton).

Provision by an entity affiliated with a director or his or her immediate family member, in the ordinary course of business and on substantially the same terms and conditions as those prevailing at the time for comparable

transactions with non-affiliated persons, of the following products and services to the company: package delivery and print services (Mr. Subramaniam); hotel lodging for business travel by employees of the company (Messrs. Niswonger and Reed); venues for business development and for holding seminars and other corporate functions (Messrs. Niswonger and Reed); restaurant meals and sundries for business purposes (Messrs. Martin and Reed).

	prevailing at the time for comparable transactions with non-affiliated persons, of the following products and services to the company: package delivery and print services (Mr. Carter); hotel lodging for business travel by employees of the company (Messrs. Niswonger and Reed); venues for business development and for holding seminars and other corporate functions (Messrs. Niswonger and Reed); restaurant meals and sundries for business purposes (Messrs. Martin and Reed).

•	Charitable contributions by the company or the First Horizon Foundation to charitable organizations with which a director or immediate family member is affiliated (all directors except Ms. Stewart and Mr. Reed).

•	Employment by the company in a non-executive position of an immediate family member of a director (Mr. Yancy).

Categorical Standards

Each of the following relationships between the Corporation (as defined below) and its subsidiaries, on the one hand, and a director, an immediate family member of a director, or a company or other entity as to which the director or an immediate family member is a director, executive officer, employee or shareholder (or holds a similar position), on the other hand, will be deemed to be immaterial and therefore will not preclude a determination by the Board of Directors that the director is independent for purposes of the NYSE listing standards:

1.	Depository and other banking and financial services relationships (excluding extensions of credit which are covered in paragraph 2), including transfer agent, registrar, indenture trustee, other trust and fiduciary services, personal banking, capital markets, investment banking, equity research, asset management, investment management, custodian, securities brokerage, financial planning, cash management, insurance brokerage, broker/dealer, express processing, merchant processing, bill payment processing, check clearing, credit card and other similar services, provided that the relationship is in the ordinary course of business and on substantially the same terms and conditions as those prevailing at the time for comparable transactions with non-affiliated persons.

2.	An extension of credit, provided that, at the time of the initial approval of the extension of credit as to (1), (2) and (3), (1) such extension of credit was in the ordinary course of business, (2) such extension of credit was made in compliance with applicable law, including Regulation O of the Federal Reserve, Section 23A and 23B of the Federal Reserve Act and Section 13(k) of the Securities and Exchange

Act of 1934, (3) such extension of credit was on substantially the same terms as those prevailing

	at the time for comparable transactions with non-affiliated persons, and (4) the extension of credit has not been placed on non-accrual status.

3.	Contributions (other than mandatory matching contributions) made by the Corporation or any of its subsidiaries or First Horizon Foundation to a charitable organization as to which the director is an executive officer, director, or trustee or holds a similar position or as to which an immediate family member of the director is an executive officer; provided that the amount of the contributions to the charitable organization in a fiscal year does not exceed the greater of $500,000 or 2% of the charitable organization’s consolidated gross revenue (based on the charitable organization’s latest available income statement).

4.	Vendor or other business relationships (excluding banking and financial services relationships and extensions of credit covered by paragraph 1 or 2 above), provided that the relationship is in the ordinary course of business and on substantially the same terms and conditions as those

prevailing at the time for comparable transactions with non-affiliated persons.

CORPORATE GOVERNANCE & BOARD MATTERS

5.	All compensation and benefits provided to non-employee directors for service as a director.

6.	All compensation and benefits provided in the ordinary course of business to an immediate family member of a director for services to the Corporation or any of its subsidiaries as long as such immediate family member is compensated comparably to similarly situated employees and is not an executive officer of the Corporation or based on salary and bonus within the top 1,000 most highly compensated employees of the Corporation.

	Excluded from relationships considered by the Board is any relationship (except contributions included in category 3) between the Corporation and its subsidiaries, on the one hand, and a company or other entity as to which the director or an immediate family member is a director or, in the case of an immediate family member, an employee (but not an executive officer or significant shareholder), on other other hand.

	The fact that a particular relationship or transaction is not addressed by these standards or exceeds the thresholds in these standards does not create a presumption that the director is or is not independent.

Excluded from relationships considered by the Board is any relationship (except contributions included in category 3) between the Corporation and its subsidiaries, on the one hand, and a company or other entity as to which the director or an immediate family member is a director or, in the case of an immediate family member, an employee (but not an executive officer or significant shareholder), on the other hand.

The fact that a particular relationship or transaction is not addressed by these standards or exceeds the thresholds in these standards does not create a presumption that the director is or is not independent.

	~~The following definitions apply to the categorical standards listed above:~~

	~~“Corporation” means First Horizon National Corporation and its consolidated subsidiaries.~~

	“Executive Officer” means an entity’s president, principal financial officer, principal accounting officer (or, if there is no such accounting officer, the controller), any vice president of the entity in charge of a principal business unit, division or function, any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the entity.

	“Immediate family members” of a director means the director’s spouse, parents, children, siblings, mother-in-law, father-in-law, sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law and anyone (other than domestic employees) who shares the director’s home.

	“Significant shareholder” means a passive investor [meaning a person who is not in control of the entity] who beneficially owns more than 10% of the outstanding equity, partnership or membership interests of an entity. “Beneficial ownership” will be determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934.

The following definitions apply to the categorical standards listed above:

“Corporation” means First Horizon National Corporation and its consolidated subsidiaries.

“Executive Officer” means an entity’s president, principal financial officer, principal accounting officer (or, if there is no such accounting officer, the controller), any vice president of the entity in charge of a principal business unit, division or function, any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the entity.

“Immediate family members” of a director means the director’s spouse, parents, children, siblings, mother-in-law, father-in-law, sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law and anyone (other than domestic employees) who shares the director’s home.

“Significant shareholder” means a passive investor [meaning a person who is not in control of the entity] who beneficially owns more than 10% of the outstanding equity, partnership or membership interests of an entity. “Beneficial ownership” will be determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934.

Board Leadership Structure & Role in Risk Oversight

Leadership Structure

First Horizon’s Board leadership structure has evolved significantly over the years. Prior to 2007, the Chairman of the Board and Chief Executive Officer roles were held by the same individual (except for two transition periods relating to CEO succession). In 2007, the Board made certain governance changes in order to facilitate the implementation of strategic changes it was then initiating, including the appointment of a new CEO and of a separate individual as the Chairman of the Board. Under the Bylaws, the position of Chairman of the Board was at that time an executive officer position, but in 2009, the Board adopted amendments to the Bylaws that made the position of Chairman of the Board a non-officer position. In 2012, the Board elected Mr. Jordan, our President and CEO, as Chairman of the Board as well.

Under First Horizon’s current Bylaws, the Chairman of the Board presides at all meetings of the shareholders and of the Board (except, with respect to meetings of the Board, as the Board

may otherwise determine) and has the powers and

performs the duties as are normally incident to the position and as may be assigned by the Board. The Chief Executive Officer is responsible for carrying out the orders of and the resolutions and policies adopted by the Board, has general management of the business of the company and exercises general supervision over all of its affairs.

Mr. ~~Martin,~~Reed, who is independent under the listing standards of the NYSE, is currently serving as ~~lead director~~Lead Director for the Board. The ~~lead director’s~~Lead Director’s responsibilities include, among other things, supporting the Chairman of the Board in developing (in conjunction with the Corporate Secretary) the agenda for each Board meeting and in defining the scope, quality, quantity and timeliness of the flow of information between management and the Board; presiding (or, if he cannot be in attendance, designating another independent director to preside) at executive sessions of the Board; taking any actions he

deems necessary or appropriate in connection with the Board and committee self-evaluation process ~~(including~~

CORPORATE GOVERNANCE & BOARD MATTERS

(including contacting each director individually to obtain additional input on Board and committee effectiveness, if he deems appropriate); receiving reports from directors who have concerns about another director’s performance pursuant to our process for individual director performance evaluations; and receiving communications from shareholders pursuant to our process for communications with the Board.

We believe that our current board leadership structure, with a combined CEO and Chairman position and with a separate ~~lead director~~Lead Director who is independent under the NYSE listing standards and has the principal duties specified in the Corporate Governance Guidelines, is most appropriate for our company at this time. We believe that combining the roles of CEO and Chairman facilitates our prudent management of the ~~company in the current challenging economic and regulatory environment we face.~~company. Holding both roles best positions Mr. Jordan as CEO and Chairman to be aware of major issues facing the company on a day-to-day and long-term basis and to identify key risks and developments facing the company that should be brought to the Board’s attention. The combined role also provides a single point of leadership for the company ~~at a time when it is crucial for~~so that the company ~~to maintain~~maintains a unified message and strategic direction.

The combined CEO/Chairman position is counterbalanced by our strong ~~lead director~~Lead Director position, currently held by Mr. ~~Martin, a long-time director and~~Reed, who is also chair of the Executive & Risk

~~Committee.~~ Committee of the Board. The ~~lead director,~~Lead Director, who has the responsibilities described above, provides an

independent voice on issues facing the company and ensures that key issues are brought to the Board’s attention. The Board and its committees also regularly hold executive sessions with no members of management present, thereby providing an opportunity for the independent directors to discuss their views freely; the executive sessions of the Board are generally presided over by the ~~lead director~~Lead Director (or his designee, if he cannot attend). All four regular meetings of the Board in ~~2015~~2017 concluded with such an executive session. The Board itself has a high degree of independence, with all ten of the non-employee directors qualifying as independent under the NYSE listing standards. In addition, the Board values the fresh perspectives brought by new directors: over the past six years, we have added five new directors to our Board.

We recognize that different board leadership structures may be appropriate for First Horizon at different times and in different situations. As part of our Board self-evaluation process, the Board annually evaluates the company’s leadership structure to ensure that it provides the most appropriate structure. As stated in our Corporate Governance Guidelines, the Board is free to select its Chairman and First Horizon’s Chief Executive Officer in the manner it considers in the best interests of the company at any given point in time. The Board has separated the roles of Chairman and CEO in the ~~recent~~ past and will consider doing so in the future should circumstances arise that make such separation appropriate.

Board Role in Risk Oversight

As stated in our Corporate Governance Guidelines, oversight of risk management is central to the role of the Board. ~~The company’s~~Our risk management processes are reflected in a Board policy on risk management governance and in a Board statement of strategic objectives and risk appetite. The policy delegates primary responsibility for enterprise risk management oversight to the Executive & Risk Committee. The role of that Committee, as well as that of the Audit, Compensation, Information Technology and Trust Committees, is outlined below. Each of these committees and the full Board receive regular reports from management regarding the company’s risks, and each committee reports regularly to the full Board concerning risk.

Executive & Risk Committee. The Executive & Risk Committee’s charter authorizes and directs the Committee to assist the Board in its oversight of (i) the establishment and operation of our

enterprise risk management framework, including

policies and procedures establishing risk management governance, risk management procedures, risk control infrastructure, and processes and systems for implementing and monitoring compliance with the framework with respect to the management of credit, market, operational, liquidity, interest rate sensitivity, capital and equity investment risks, including emerging risks, (ii) the adoption, implementation and periodic review of significant risk management and compliance policies and (iii) our risk appetite statement. In fulfilling its risk responsibilities, the Board delegated the following duties to the Committee: to review periodically and recommend to the Board the risk appetite parameters to be employed by management in operating the company; to receive information on our business practices, policies and procedures related to the risks listed above; to monitor results to ensure

alignment with First Horizon’s risk appetite; to review periodic risk and compliance reports from the Chief Risk Officer and the Chief Credit Officer,

CORPORATE GOVERNANCE & BOARD MATTERS

including reports on major risk exposures and steps taken to monitor, mitigate and control such exposures; to review periodically with management regulatory correspondence and actions; to review and approve First Horizon’s stress testing program and results; and to establish (or recommend to the Board the establishment of) risk management and compliance policies and periodically review such policies, as appropriate. The Committee’s charter specifically states that the Committee may meet separately in executive session with the Chief Risk Officer as often as the Committee deems necessary or appropriate.

In connection with its credit risk responsibilities, the Committee oversees First Horizon’s independent Credit Assurance Services department. The Committee charter requires the Committee to advise the Chief Audit Executive (who has responsibility for the Credit Assurance Services department) that he or she is expected to provide the Committee summaries of and, as appropriate, significant reports to management prepared by the Credit Assurance Services department and management’s responses thereto; approve the department’s Annual Review Plan and schedule of activities; meet quarterly with the Chief Audit Executive in separate executive session to discuss any matters that the Committee or the Chief Audit Executive believes should be discussed privately; and review the Annual Credit Assurance Services department Statement of Independence.

Under Federal Reserve regulations, ~~that became effective in 2015,~~ the company must have a risk committee that is chaired by a director who is independent as defined in those regulations and that has at least one member with “experience in identifying, assessing and managing risk exposures of large, complex firms.” The Executive & Risk Committee meets those requirements and serves as the risk committee for purposes of the Federal Reserve regulations.

Audit Committee. Other Board committees ~~continue to~~ play a role in First Horizon’s risk management processes as well. In accordance with the NYSE listing standards and its charter, the Audit Committee ~~which formerly had primary responsibility for oversight of risk management, retains an oversight role in that area, including receiving~~receives reports from the Chief Audit Executive regarding risk governance, risk assessment and risk management, the adequacy of the company’s policies and compliance with legal and regulatory

requirements. Pursuant to its charter, the Audit Committee also reviews employee complaints or material reports or inquiries received from regulators or government agencies and management’s responses; meets periodically with the company’s Chief Risk Officer to discuss any risk and compliance matters that may have a material effect

on the company’s financial statements or internal controls; discusses any significant compliance issues raised in reports or inquiries received from regulators or government agencies; reviews periodic reports regarding the Compliance and Ethics Program on the effectiveness of that program; and discusses with the General Counsel pending and threatened claims that may have a material impact on the financial statements. The Bank’s Trust Audit Committee (whose members are the same as those of the Audit Committee) carries out a risk oversight role with respect to the fiduciary activities of the Bank. The Committee is charged with ensuring that suitable audits (by internal or external auditors) of all significant Bank fiduciary activities are made either annually or on a continuous basis for the purpose of ascertaining whether the Trust Division is being administered in accordance with applicable law, regulation and sound fiduciary principles.

Compensation Committee. The Compensation Committee is chiefly responsible for compensation-related risks. The charter of the Committee requires the Committee to oversee our compliance with all applicable laws and regulations relating to (i) appropriate management of the risks associated with incentive compensation programs or arrangements or (ii) public, regulatory, or other reporting associated with such risks, programs or arrangements. Additional information about the Committee’s role in risk management is included under the heading “The Compensation Committee—Compensation Risk” on ~~pages 17-18.~~page 20.

Information Technology Committee. The ~~purpose~~purposes of the Information Technology Committee isare (1) to assist management in its understanding of information technology trends, its development and maintenance of an information technology strategy, its management of major information technology investments, and its identification and assessment of information technology threats, and (2) to assist the Board in its oversight of information technology ~~trends and related~~ matters. It is responsible for reviewing strategic information technology threats and First Horizon’s information technology risk profile.

Trust Committee. The Trust Committee, which is a committee of the Bank’s Board, is responsible for overseeing the fiduciary activities of the Bank, including risks arising in connection with such activities. The Trust Committee receives reports from management of the Trust Division ~~management~~and any other units operating pursuant to the fiduciary powers of the Bank regarding fiduciary account records and the investment and distribution of fiduciary account ~~funds and fiduciary account records.~~funds.

CORPORATE GOVERNANCE & BOARD MATTERS

Board Committees

Committee Charters & Committee Composition

The Board has five standing committees: the Audit Committee, the Compensation Committee, the Executive & Risk Committee, the Information Technology Committee and the Nominating & Corporate Governance Committee. The charter of each of these committees is currently available on our website at www.firsthorizon.com (click on “Investor Relations,” then “Corporate Governance,” and then “Governance Documents”). Paper copies are available to shareholders upon request to the Corporate Secretary. The Audit Committee, the Compensation Committee, and the Nominating & Corporate Governance Committee are each

composed of directors who are independent, as defined above under the heading “Independence & Categorical Standards” beginning on page 7.10. The chair of the Executive & Risk Committee is also independent, as defined by the ~~recently effective~~ Federal Reserve regulations that govern risk committees. The current membership of each of the Board’s standing committees is set forth in the table below. Membership and chairmanship continued during the entire period from January 1, ~~2015~~2017 until the filing of this proxy statement unless otherwise indicated in the notes following the table.

				Nominating &
			Information	Corporate
	Compensation	Executive & Risk	Technology	Governance
Audit Committee	Committee	Committee	~~Committee(1)~~Committee	Committee
Mr. Compton	Mr. Compton	Mr. ~~Gilchrist~~Compton	Mr. ~~Compton~~Emkes	Mr. Compton (chair)~~(2)~~
Mr. Emkes (chair)	Mr. ~~Martin~~Emkes(2)	Mr. Gilchrist	Mr. Gilchrist	Mr. Foss(1)
Mr. Foss(1)	Ms. Palmer (chair)	Mr. Jordan	~~Mr. Gilchrist~~Ms. Stewart (chair)	Mr. Gilchrist
Mr. Gilchrist	~~Ms. Palmer~~	~~Mr. Martin (chair)~~	~~Ms. Stewart (chair)(4)~~	~~Mr. Martin~~
~~Ms. Gregg(3)~~	Mr. Reed ~~(chair)~~	Mr. Niswonger	Mr. Subramaniam	Mr. Niswonger
Ms. Stewart		Ms. Palmer		Mr. Subramaniam
Mr. Subramaniam		Mr. Reed (chair)
Mr. Yancy		Mr. ~~Reed~~
		Taylor(1)


(1)	~~The Information Technology Committee was established in July 2015.~~Messrs. Foss and Taylor became directors and members of these committees on November 30, 2017.

(2)	Mr. ~~Compton~~Emkes became ~~the chair~~a member of the ~~Nominating & Corporate Governance~~Compensation Committee ~~in April 2015.~~

~~(3)~~	~~Ms. Gregg has decided not to stand for re-election to the Board of Directors of the Company at the 2016 annual meeting.~~

~~(4)~~	~~Ms. Stewart became the chair of the Information Technology Committee in~~on January ~~2016.~~23, 2018.

Mr. Yancy also serves as chair of the Trust Committee, a standing committee of the Bank on which ~~Mesdames Gregg and~~Ms. Stewart and Mr. Niswonger also serve. Mr. Emkes is the chair of the Trust Audit Committee, a standing committee of the Bank on which all the other members of the Audit Committee listed above ~~except Ms. Stewart~~ also serve. ~~Robert C. Carter,~~R. Brad Martin, who served on our Board of Directors until ~~November 2015,~~December 2017, was chair of the Nominating & Corporate Governance Committee until April 2015 and a member until November 2015, chair of the Information Technology Committee from its establishment until November 2015, and a member of the Compensation ~~Committee~~and Nominating & Corporate Governance Committees until ~~November 2015.~~his departure from the Board.

The Audit Committee

Overview

The Audit Committee was established by our Board of Directors and operates under a written charter that was last amended in ~~2014~~2017 to update a reference to an ~~accounting standard.~~auditing standard and clarify the Committee’s duties with respect to oversight of the Internal Audit Department. The charter is attached to this proxy statement at Appendix A. In ~~2015,~~2017, the Committee met eight times and took action by written consent once for the principal purpose of executing its responsibilities under the Committee’s ~~charter, and all eight~~charter. Five of those meetings concluded with an executive session during which management was not present.

Subject to the limitations and provisions of its charter, the Committee assists our Board in its

oversight of our accounting and financial reporting principles and policies, internal controls and procedures, the integrity of our financial statements, our compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of the independent auditor and our internal audit function. The Committee is directly responsible for the appointment (subject, if applicable, to shareholder ratification), retention, compensation and termination of the independent

auditor as well as for overseeing the work of and

CORPORATE GOVERNANCE & BOARD MATTERS

evaluating the independent auditor and its independence. The members of the Committee are themselves independent, as that term is defined in the NYSE listing standards (described above), and meet the additional independence requirements prescribed by Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended, and the rules of the SEC promulgated thereunder. In addition, the Board of Directors has determined that all the members of the Committee are financially literate as required by the NYSE listing standards. The Audit Committee’s Report is included below.

Audit Committee Financial ~~Experts~~Expert

~~Mark A. Emkes.~~The Board of Directors has determined that Mark A. Emkes (chair of the Audit Committee) is an audit committee financial expert, as that term is defined in Item 407(d)(5) of SEC Regulation S-K. Mr. Emkes received his Bachelor of Arts in Economics from DePauw University and his Masters of Business Administration in International Management from the Thunderbird School of Global Management. Over the course of his career, Mr. Emkes served in various positions with Tokyo-based Bridgestone Corporation, including as President and Managing Director of Bridgestone Firestone Mexico and of Bridgestone Firestone Brazil, President of Bridgestone Latin America, and Chairman and CEO of Bridgestone North America.

In each of these positions, he actively supervised the divisional chief financial officer, who reported directly to him, and he reviewed financial results regularly. His service with Bridgestone culminated

in his position as Chairman, Chief Executive Officer and President of Bridgestone Americas, Inc., a company with approximately $12 billion in annual revenue, and as a director of its parent company, Bridgestone Corporation. As CEO of Bridgestone Americas, Inc., Mr. Emkes was responsible for the financial statements of the subsidiary, and he actively supervised the CFO, regularly reviewing results in detail and discussing with the CFO issues relating to the subsidiary’s financial statements, including issues relating to its estimates, accruals and reserves. He annually signed a certificate for Bridgestone Corporation in connection with the certification process for Japan’s version of the Sarbanes-Oxley Act and a management representation letter in connection with the audit of the financial results of Bridgestone Corporation (the financial statements of which were audited in accordance with generally accepted accounting principles). For part of Mr. Emkes’s tenure at Bridgestone Americas, the internal audit division reported to him. Most recently, Mr. Emkes served as the Commissioner of the Department of Finance

and Administration of the State of Tennessee, a position he retired from in May 2013. Mr. Emkes has served on First Horizon’s Audit Committee since 2008.

~~Vicky B. Gregg.~~ The Board of Directors has also determined that Vicky B. Gregg (a member of the Audit Committee) is an audit committee financial expert, as that term is defined in Item 407(d)(5) of SEC Regulation S-K. A nurse by education, Ms. Gregg received training in finance and accounting upon entering the management training program at Humana, Inc. She went on to hold a variety of positions with Humana over the course of fifteen years, culminating in the position of Regional Vice President, and later became President and CEO of Volunteer State Health Plan, a subsidiary of BlueCross BlueShield of Tennessee (“BCBST”) and one of the largest Medicaid health maintenance organizations in the country. Both positions involved oversight responsibility for financial statements that were filed with state insurance regulators. She served as Chief Executive Officer of BCBST from 2003 until her retirement in 2012. In that position, she had overall responsibility for the financial statements, actively supervising the Chief Financial Officer, who reported to her, and regularly reviewing results and discussing issues relating to the BCBST financial statements with the CFO. During her tenure as CEO, BCBST prepared financial statements in accordance with accounting practices prescribed by state insurance laws and regulations as well as financial statements in conformity with U.S. generally accepted accounting practices, and the BCBST board voluntarily elected to adopt the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting. As BCBST CEO, Ms. Gregg regularly signed certificates regarding the effectiveness of BCBST’s internal controls over financial reporting in accordance with Section 404. In addition, the audit committee, of which Ms. Gregg as CEO was an ex officio member, was accountable for BCBST’s internal controls, and the head of BCBST’s internal audit division reported to the audit committee and the CFO. Ms. Gregg has also served in the past as a member of the audit committee of another public company, Team Health Holdings, Inc. Ms. Gregg has decided not to stand for re-election to the Board of Directors of the Company at the 2016 annual meeting.

Independence of Audit Committee Financial ~~Experts.~~Expert. ~~Each of~~ Mr. Emkes ~~and Ms. Gregg meet~~meets in all respects the independence requirements of the NYSE and Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended, and the rules of the SEC promulgated thereunder.

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings by reference, including this proxy statement, in whole or in part, the following Audit Committee Report and the statements regarding members of the Committee who are not independent (if any) shall not be incorporated by reference into any such filings.

Audit Committee Report

The roles of the Audit Committee (“Committee”) are (1) to assist First Horizon’s Board of Directors in its oversight of (a) the company’s accounting and financial reporting principles and policies and internal controls and procedures, (b) the integrity of its financial statements, (c) its compliance with legal and regulatory requirements, (d) the independent auditor’s qualifications and independence, and (e) the performance of the independent auditor and internal audit function; and (2) to prepare this report to be included in First Horizon’s annual proxy statement pursuant to the proxy rules of the SEC. The Committee operates pursuant to a charter that was last amended and restated by the Board in ~~2014.~~2017. As set forth in the Committee’s charter, management of First Horizon

is responsible for preparation, presentation and integrity of the company’s financial statements and for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures to provide for compliance with accounting standards and applicable laws and regulations, and the internal auditor is responsible for testing such internal controls and procedures. The independent auditor is responsible for planning and carrying out audits of First Horizon’s annual financial statements and effectiveness of internal control over financial reporting, reviews of First Horizon’s quarterly financial statements prior to the filing of each quarterly report on Form 10-Q and certain other procedures.

CORPORATE GOVERNANCE & BOARD MATTERS

In the performance of its oversight function, the Committee has considered and discussed the audited financial statements with management and the independent auditors. The Committee has discussed with the Chief Executive Officer and Chief Financial Officer their respective certifications that were included in First Horizon’s Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2017. The Committee has also discussed with the independent auditors the matters required to be discussed by Auditing Standard No. ~~16,~~1301,Communications with Audit Committees, issued by the Public Company Accounting Oversight Board (formerly the Statement on Auditing Standards No. 61, as amended (AICPA,Professional Standards, Vol. 1. AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T). Finally, the Committee has received the written disclosures and the letter from the

independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, has adopted an audit and non-audit services pre-approval policy and considered whether the provision of non-audit services by the independent auditors to First Horizon is compatible with maintaining the auditor’s independence and has discussed with the auditors the auditors’ independence. At each of its regular quarterly meetings, the Committee is scheduled to meet, in separate executive sessions with no members of management present, with both the independent auditors and the internal auditor to discuss any matters that the Committee in its discretion deems appropriate.

While the Board of Directors has determined that each member of the Audit Committee has the

broad level of general financial experience required to serve on the Committee and that Mr. Emkes ~~and Ms. Gregg are~~is an audit committee financial ~~experts~~expert as that term is defined in Item 407(d)(5) of Regulation S-K, none of the members of the Committee currently devotes specific attention to the narrower fields of auditing or accounting or is professionally engaged in the practice of auditing or accounting, nor are they performing the functions of auditors or accountants, nor are they experts in respect of auditor independence. Members of the Committee rely without independent verification on the information provided to them and on the representations made by management and the independent auditors. Accordingly, the Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Committee’s considerations and discussions referred to above do not assure that the audit of First Horizon’s financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that First Horizon’s auditors are in fact “independent.”

Based upon the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of the Committee referred to above and in the Committee’s charter, the

Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, ~~2015~~2017 filed with the SEC.

Submitted by the Audit Committee of our Board of Directors.

Audit Committee

Mark A. Emkes, Chair

John C. Compton

Peter N. Foss

Corydon J. Gilchrist

~~Vicky B. Gregg~~

Cecelia D. Stewart

Rajesh Subramaniam

Luke Yancy III

CORPORATE GOVERNANCE & BOARD MATTERS

The Compensation Committee

In General

The Compensation Committee operates under a written charter that was last amended and restated by the Board of Directors in July 2014 to update plan references, consolidate officer creation duties, and add duties regarding the company’s stock ownership guidelines and compensation-related items required to be included in the proxy statement.

2014. The purposes of the Compensation Committee are (1) to discharge the Board’s responsibilities relating to the compensation of our executive officers, (2) to produce an annual report on executive compensation for inclusion in our proxy statement, in accordance with the rules and regulations of the SEC [the current report is set forth below], (3) to identify and recommend to the Board individuals for appointment as officers, (4) to evaluate our management, and (5) to carry out certain other duties as set forth in the Committee’s charter.

The members of the Committee are independent, as that term is defined in the NYSE listing standards (described above), and meet the additional independence requirements that specifically apply to Compensation Committee members as set forth in the listing standards (as prescribed by Section 10C of the Securities Exchange Act of 1934, as amended, and the rules of the SEC promulgated thereunder). In affirmatively determining the independence of all of the directors (other than Messrs. Jordan and Taylor), including those who serve on the Committee, the Board has considered all factors specifically relevant to determining whether any of those directors has a relationship to the company which is material to that director’s ability to be independent from management in connection with

the duties of a Committee member, including, but

not limited to, the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such director, and whether such director is affiliated with First Horizon, a subsidiary of First Horizon, or an affiliate of a subsidiary of First Horizon.

Most of our executive compensation plans specify that they will be administered by a committee. The Committee’s charter provides that the Committee will administer plan-committee functions under our various executive-level compensation plans. Under the charter, at least two members of the Committee must be “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, and at least two members of the Committee must be “non-employee directors” for purposes of Section 16 of the Securities Exchange Act of 1934. Many of our plans ~~including both the ECP and the MIP discussed in Vote Items 2 and 3 below,~~ have similar provisions concerning their respective plan committees. The charter stipulates that if a Committee member is disqualified under one or the other of those tests, then that member must recuse him- or herself from participating in decisions impacted by the relevant test. In that situation, the remaining members would constitute the Committee for that action. On occasion, in connection with a specific action, a Committee member may feel that his or her qualification under one of those tests may be in doubt for some reason; in that case, the member may elect recusal to avoid any risk of possible disqualification.

Processes & Procedures Regarding Executive & Director Compensation

The Committee’s Authority

The charter of the Compensation Committee provides that the Committee has the authority to review and approve corporate goals and objectives relevant to the compensation of the CEO, to evaluate the performance of the CEO in light of those goals and objectives, to set the CEO’s compensation level based on this evaluation, and to fix the compensation, including bonus and other compensation and any severance or similar termination payments, of executive officers. The Committee also has the authority, pursuant to its charter, to make recommendations to the Board concerning the adoption or amendment of employee benefit plans, management compensation plans, incentive compensation plans and equity-based plans, including plans applicable to executive officers, and to make

recommendations to the Board concerning director compensation. The charter also provides that the Committee will oversee the company’s compliance with all applicable laws and regulations relating to (1) appropriate management of the risks associated with incentive compensation programs or arrangements, (2) the compensation of the company’s executive officers and (3) any reporting associated with either. The Committee may not delegate any of the substantive authority described in this paragraph related to executive and director compensation to any other persons. In ~~2015,~~2017, the Committee met five times (and took action by written consent once) for the principal purpose of executing its responsibilities under the Committee’s ~~charter, and~~charter; all five of ~~those~~the meetings ~~concluded with~~included an executive session during which management was not present.

CORPORATE GOVERNANCE & BOARD MATTERS

Director Compensation

The Committee periodically conducts a review of our director compensation program. The last comprehensive review took place ~~during early 2015.~~in 2017. During each comprehensive review, the design and amount of director compensation is considered by management, and any changes are recommended to the Committee, either as a short list of alternatives or as single-item recommendations. In general, management uses a consultant in formulating many of its recommendations, both for advice in designing director compensation and as a source of peer-company data. (Additional information on the use of consultants in compensation matters is provided below.) Management also prepares various presentations, analyses, and other tools for the Committee to use in considering director compensation decisions. As a result of the most recent review process, several changes were made

and took effect in April ~~2015.~~2017. A complete description of our current director compensation program can be found under the heading “Director Compensation” beginning on page 8280 of this proxy statement.

Executive Compensation

The Committee determines the CEO’s salary and bonus in executive session independent of management, generally on an annual basis. That determination is based on a review of the CEO’s personal plan results for the prior year, along with peer CEO salary data provided by management’s compensation consultant as well as input from the Committee’s independent compensation consultant. The CEO participates in establishing his personal plan, but otherwise is not involved in the determination of his own salary.

Our CEO recommends to the Committee salary levels for the executive officers other than himself. Other compensation matters (bonus, equity awards, etc.) involving executives are reviewed by management, including the CEO, which then makes recommendations to the Committee, either as a short list of alternatives or as single-item recommendations. Management uses a consultant in formulating certain of its recommendations, both for advice and as a source of peer-company data. Management also prepares various presentations, analyses, forecasts, and other tools for the Committee to use in considering compensation decisions during the year. The Committee’s independent consultant reviews all proposals and makes recommendations to the Committee.

Benefit Programs and Plans

Management monitors and considers ~~new or modified~~ benefit programs used by other companies, or needed within our company, to attract and retain key employees. Recommendations are presented by management to the Committee for review and discussion. The CEO ultimately oversees these management processes. New benefit plans, or significant amendments to existing plans, typically are ~~approved~~considered by the full Board based on recommendations from the Committee. Enrollment and other administrative actions associated with the benefit plans are handled mainly through third party vendors in accordance with the terms in the Board-approved plans. If executive-level exceptions are required for administration of the plans, such as approval of an early retirement, management generally reviews the facts of the situation and

provides a recommendation to the Committee for approval.

Use of Consultants

Management uses a national compensation consulting firm to provide advice with respect to executive and director compensation matters. Management also uses a number of other specialist firms to provide data relevant to specific needs such as funding for non-qualified deferred compensation and any special compensation arrangements that are unique to specific business units such as the capital markets industry. The consultants provide competitive data/trends, keep management informed of best practices and work with management to develop programs that permit the company to attract and retain the talent needed.

In ~~2015,~~2017, management ~~engaged~~continued its engagement of McLagan as its primary advisor for executive and director compensation matters. Among other things, management directed McLagan to provide objective advice to management, the Committee and the Board on executive and director compensation, to provide expertise in executive and director compensation design, market practices in our industry and data to support recommendations, and to ensure timely reports to management and the Committee on all critical accounting, tax, securities law and market developments and trends relating to executive and director compensation. In addition, management engages nationally-recognized law firms as appropriate to provide advice on compliance with new laws, administration of stock plans, and compensation-related agreements and arrangements. Management also engages other advisers from time to time to provide expertise in executive and director compensation matters.

CORPORATE GOVERNANCE & BOARD MATTERS

In ~~2015,~~2017, the Compensation Committee continued its engagement of Frederic W. Cook & Co., Inc. (“FW Cook”) to provide it with independent analysis and advice on executive compensation-related matters. Among other things, ~~the~~FW Cook ~~firm~~ assists the Committee in its reviews of compensation program actions recommended by management, reviewing the chosen peer group and survey data for competitive

comparisons and advising the Committee on best practices and ideas for board governance of executive compensation. ~~The~~FW Cook ~~firm~~ was specifically directed to undertake no work on behalf of management, and the firm has no other relationships with the company or management.

The NYSE listing standards require that all compensation consultants, legal counsel or other advisers to the Committee (which we collectively refer to as “advisers”) undergo an assessment of independence from management. The Committee must consider all factors relevant to each ~~adviser��s~~adviser’s independence from management, including the following:

•	the provision of other services to the company by the person that employs the adviser;

•	the amount of fees received from the company by the person that employs the adviser, as a

	percentage of the total revenue of the person that employs the adviser;

•	the policies and procedures of the person that employs the adviser that are designed to prevent conflicts of interest;

•	any business or personal relationship of the adviser with a member of the Committee;

•	any stock of the company owned by the adviser; and

•	any business or personal relationship of the adviser or the person employing the adviser with an executive officer of the company

The Committee has assessed the independence of ~~the~~FW Cook ~~firm~~ and all other advisers to the Committee as required by the NYSE listing standards, considering the factors described above, and has determined that ~~the~~FW Cook ~~firm~~ (and the individual adviser that ~~the~~FW Cook ~~firm~~ employs with respect to the engagement by the company) is independent of management. The Committee has also considered the factors listed above for determining whether the work performed by ~~the~~FW Cook ~~firm~~ has raised any conflict of interest and has concluded that no such conflict of interest exists.

Compensation Risk

Management and the Committee seek to balance several competing corporate goals: to motivate employees to achieve key goals through appropriate risk-taking; to avoid incenting inappropriate risk-taking and reinforce risk management practices; to promote retention in the face of ~~increasing~~ efforts by competitors to poach talent; and to comply with regulatory standards

concerning compensation and risk management. At least once each year the Committee meets with management to review and assess risks associated with incentive and other compensation plans.

As part of the ~~2015~~2017 review, management conducted a risk and culture assessment of the

top three tiers of management. This “tone from the top” assessment evaluated leadership performance and behaviors against risk management expectations. The results of this assessment, which management judged to be satisfactory, were reported to the Committee in ~~2015.~~2017.

In ~~2015~~2017 senior management ~~has~~ measured achievement using risk-adjusted return on capital and economic profit. These performance measures

adjust profit for risk and measure profit net of the cost of capital employed. This approach has been applied to individual business lines and products, among other things, and it discourages business activities which entail risk or capital usage disproportionate to expected profit and encourages activities whose profit is at least commensurate

with risk and capital usage. Our focus on these metrics is intended to drive capital-efficient, risk-appropriate, and therefore superior performance over the long term. This focus is directly supportive of our risk management goals and practices.

Other risk management features employed in various performance and retention incentives include a qualitative risk assessment used in annual personal plan performance, which can directly impact annual bonus and salary decisions; use of a mandatory deferral feature for many incentives; forfeiture of equity awards for termination for cause and certain misconduct; clawback of previously-paid awards for certain types of misconduct; and corrective clawback for incentive awards if payment is based on erroneous data.

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings by reference, including this proxy statement, in whole or in part, the following Compensation Committee Report shall not be incorporated by reference into any such filings.

CORPORATE GOVERNANCE & BOARD MATTERS

Compensation Committee Report

The Compensation Committee of our Board of Directors has reviewed and discussed with management, among other things, the section of this proxy statement captioned “Compensation Discussion & Analysis” beginning on page ~~55.~~43. Based on that review and discussion, the Compensation Committee recommended to our Board that the “Compensation Discussion & Analysis” section be included in this proxy statement.

Compensation Committee

Vicki R. Palmer, Chair
John C. Compton
Mark A. Emkes
Colin V. Reed ~~Chair~~

~~John C. Compton~~

~~R. Brad Martin~~

~~Vicki R. Palmer~~

The Executive & Risk Committee

The Executive & Risk Committee was established by our Board of Directors and operates under a written charter ~~which~~that was last amended and restated in 2015 primarily to include new Federal Reserve requirements relating to the independence of the Committee chair and the presence of a risk management expert (as defined in the relevant Federal Reserve regulations) and to reflect the new Federal Reserve regulatory language in the charter’s purposes provisions.2015. The Committee met eight times during ~~2015.~~2017.

The Board has delegated primary responsibility for enterprise risk management oversight to the Executive & Risk Committee. In connection with its credit risk responsibilities, the Committee oversees First Horizon’s independent Credit Assurance

Services department. Additional information on the Committee’s risk-related duties is available under the heading “Board Role in Risk Oversight—

Executive & Risk Committee” beginning on page 1012 above. As an executive committee, the Committee is authorized and empowered to exercise during the intervals between meetings of the Board all authority of the Board, except as prohibited by applicable law and provided that it may not approve acquisitions, divestitures or the entry into definitive agreements (not in the ordinary course of business) where the purchase or sale price or transaction amount exceeds $100 million. Also, no authority has been delegated to the Committee in its charter to approve any acquisition involving the issuance of our stock.

The Information Technology Committee

The Information Technology Committee was established in 2015 and operates under a written ~~charter.~~charter that was last amended in July 2017 to make minor clarifying changes. The purposes of the Committee are (1) to assist management in its understanding of information technology trends, its development and maintenance of an information technology strategy, its management of major

information technology investments, and its identification and assessment

of information technology threats, and (2) to assist the Board in its oversight of information technology matters.

The Committee met ~~two~~four times in ~~2015~~2017 for the principal purpose of executing its responsibilities under its charter.

The Nominating & Corporate Governance Committee

In General

The Nominating & Corporate Governance Committee operates under a written charter that was last amended in ~~2014 to update a cross-reference.~~2014. The purposes of the Nominating & Corporate Governance Committee are (1) to identify and recommend to the Board individuals for nomination as members of the Board and its committees, (2) to develop and recommend to the Board a set of corporate governance principles applicable to the company,

and (3) to oversee the evaluation of the Board and management.

The Committee met four times in ~~2015~~2017 for the principal purpose of executing its responsibilities under its ~~charter, and one of those meetings concluded with an executive session during which management was not present.~~charter.

~~In 2015, the company retained~~Beginning in 2016 and continuing in 2017, a director search firm was retained to assist the Committee in assessing Board competencies and identifying potential director candidates.

CORPORATE GOVERNANCE & BOARD MATTERS

Nominations of Directors; Consideration of Diversity in Identifying Director Nominees

With respect to the nominating process, the Nominating & Corporate Governance Committee discusses and evaluates possible candidates in detail and suggests individuals whose potential membership on the Board could be explored in greater depth. The Committee, with input from the Chairman of the Board, the Chief Executive Officer and the Lead Director, recommends new nominees for the position of independent director based on the following criteria:

•	Personal qualities and characteristics, experience, accomplishments and reputation in the business community.

•	Current knowledge and contacts in the communities in which the company does business and in the company’s industry or other industries relevant to the company’s business.

•	Diversity of viewpoints, background, experience and other demographics.

•	Ability and willingness to commit adequate time to Board and committee matters.

•	The fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective and responsive to its duties and responsibilities.

The Nominating & Corporate Governance Committee does not set specific, minimum qualifications that nominees must meet in order for

the Committee to recommend them to the Board of Directors, but rather believes that each nominee

should be evaluated based on his or her individual merits, taking into account the needs of the company and the composition of the Board of Directors.

As described above and set forth in our Corporate Governance Guidelines, diversity, broadly defined to mean diversity of viewpoints, background, experience and other demographics, is one criterion on which the Committee bases its recommendations of new nominees for director positions. The inclusion of diversity in the listed criteria for director nominees reflects the Board’s belief that diversity ~~broadly defined,~~ is important to the effective functioning of the Board. More generally, our Board-adopted Code of Business Conduct and Ethics reflects First Horizon’s firm commitment to non-discrimination and equal opportunity for employees, customers and suppliers and to treatment of everyone without discrimination or harassment based on race, color, religion, sex, sexual orientation, gender identity, national origin, age, veteran status or disability. However, neither the Committee nor the Board has a formal policy with regard to the consideration of diversity in identifying director nominees.

Once a candidate is identified whom the Committee wants seriously to consider and move toward nomination, the Chairman and CEO and/or

other directors as the Committee determines will enter into a discussion with that candidate.

Shareholder Recommendations of Director Nominees

The Nominating & Corporate Governance Committee will consider individuals recommended by shareholders as director nominees, and any such individual is given appropriate consideration in the same manner as individuals recommended by the Committee. Shareholders who wish to submit individuals for consideration by the Nominating & Corporate Governance Committee as director nominees may do so by submitting, in compliance with the procedures and along with the other information required by our Bylaws (as described below), a notice in writing that gives such individuals’ names to the Corporate Secretary. Our Bylaws require that to be timely, a shareholder’s notice must be delivered to or mailed and received at our principal executive offices not less than 90 days nor more than 120 days prior to the date of the meeting. However, if fewer than 100 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, a notice by a shareholder to be timely must be so delivered or received not later than the close of business on the 10th day

following the earlier of (i) the day on which such notice of the date of such meeting was mailed or (ii) the day on which such public disclosure was made. A shareholder’s notice must state:

~~the name, age, business address and residence address of the person whom the shareholder~~

•	the name, age, business address and residence address of the person whom the shareholder proposes to nominate; the principal occupation or employment of such person; the class and number of shares of First Horizon that are beneficially owned by such person on the date of the notice;

•	any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including, without limitation, such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected);

CORPORATE GOVERNANCE & BOARD MATTERS

•	the name and address, as they appear on our books, of the shareholder giving the notice and any other shareholders known by such shareholder to be supporting the proposed nominee; and

•	the class and number of shares of our stock which are beneficially owned by the shareholder

giving the notice on the date of the notice and by any other shareholders known by the shareholder giving the notice to be supporting the proposed nominee on the date of such ~~Shareholder’s~~shareholder’s notice.

Compensation Committee Interlocks & Insider Participation

Messrs. Compton ~~Martin~~ and Reed and Ms. Palmer, all non-employee directors, served as members of the Board of Director’s Compensation Committee during ~~2015. Robert C. Carter also~~2017, as did R. Brad Martin, who served onas a member of the Committee ~~during 2015~~ until he stepped down as a ~~director~~member of the Board of Directors in ~~November 2015.~~

December 2017. Refer to the table in “Corporate Governance and Board Matters—Composition of Board Committees” above for additional committee information. No interlocking relationships existed with respect to any of the members of the Committee.

Board & Committee Meeting Attendance

During ~~2015,~~2017, the Board of Directors held ~~four~~six meetings ~~(three~~(four of which took place over a period of two days) and took action by written consent ~~once (on a matter involving action only by the Bank’s Board).~~twice. The Audit Committee held eight meetings and took action by written consent once, the Compensation Committee held five meetings and took action by written consent once, the Executive & Risk Committee held

eight meetings, the Information Technology Committee held ~~two~~four meetings, and the Nominating & Corporate Governance Committee held four meetings. The Trust Committee of the Bank’s Board held three meetings. The average

attendance at Board and committee meetings exceeded 9795 percent. No incumbent director

attended fewer than 75 percent of the meetings of the Board and the committees of the Board on which he or she served during ~~2015.~~2017. As set forth in our Corporate Governance Guidelines, our directors are expected to make every effort to

attend every meeting of First Horizon’s shareholders. For the last 10 years, all of our directors have been in attendance at every annual meeting of shareholders, except for one director in 2012 and one director in 2014.

Executive Sessions of the Board

To ensure free and open discussion and communication among the non-management directors of the Board and its committees, our Corporate Governance Guidelines provide that the non-management directors will meet in regularly scheduled executive sessions and as often as the Board shall request, with no members of management present, and that if any non-management directors are not independent under NYSE listing standards, the independent, non-

management directors will meet in executive session at least once a year. All of our non-management directors were independent during all of ~~2015,~~2017, and during ~~2015,~~2017, those independent, non-management directors met four times in executive session of the Board. The ~~lead director~~Lead Director presides (or, if he cannot be in attendance, designates another independent director to preside) at the executive sessions of the Board.

Communication with the Board of Directors

A shareholder who desires to communicate with the Board of Directors on matters other than director nominations should submit his or her communication in writing to the ~~lead director,~~Lead Director, c/o Corporate Secretary, First Horizon National Corporation, 165 Madison Avenue, Memphis, Tennessee 38103, and identify himself or herself

as a shareholder. The Corporate Secretary will forward all communications to the ~~lead director~~Lead Director for a determination as to how to proceed. Other interested parties desiring to communicate with the Board of Directors should submit their communications in the same manner.

CORPORATE GOVERNANCE & BOARD MATTERS

Approval, Monitoring & Ratification Procedures for Related Party Transactions

The Audit Committee of the Board has adopted procedures for the approval, monitoring, and ratification of transactions between First Horizon, on the one hand, and our directors, executive officers or 5% shareholders, their immediate family members, their affiliated entities and their immediate family members’ affiliated entities, on the other hand. A copy of our procedures is available on our website at www.firsthorizon.com (click on “Investor Relations,” then “Corporate Governance,” and then “Governance Documents”). Our procedures require management to submit any proposed “related party transaction” (defined as a transaction that is required to be disclosed in our proxy statement pursuant to the requirements of Item 404(a) of Regulation S-K promulgated by the SEC) or amendment to an existing related party transaction to the Audit Committee for approval or ratification. In some cases, the matter may be determined by the chair of the Audit Committee. In considering whether to approve a given

transaction, the Audit Committee (or chair) must consider:

whether the terms of the related party transaction are fair to First Horizon and on terms

•	~~whether the terms of the related party transaction are fair to First Horizon and on terms~~ at least as favorable as would apply if the other party was not, or did not have an affiliation with, a director or executive officer of First Horizon;

•	whether First Horizon is currently engaged in other related party transactions with the related party at issue or other related parties of the same director or executive officer;

•	whether there are demonstrable business reasons for First Horizon to enter into the related party transaction;

•	whether the related party transaction would impair the independence of a director; and

•	whether the related party transaction would present an improper conflict of interest for any director or executive officer of First Horizon, taking into account the size of the transaction, the overall financial position of the director or executive officer, the direct or indirect nature of the interest of the director or executive officer in the transaction, the ongoing nature of any proposed relationship, and any other factors the Audit Committee deems relevant.

~~director or executive officer of First Horizon, taking into account the size of the transaction, the overall financial position of the director or executive officer, the direct or indirect nature of~~

~~the interest of the director or executive officer in the transaction, the ongoing nature of any proposed relationship, and any other factors the Audit Committee deems relevant.~~

Transactions with Related Persons

First Horizon, the Bank and the subsidiaries of each, as applicable, have entered into lending transactions and/or other banking or financial services transactions in the ordinary course of business with our executive officers, directors, nominees, their ~~immediately~~immediate family members and affiliated entities, and the persons of which we are aware that beneficially own more than 5five percent of our common stock, and we expect to have such transactions in the future. Such transactions were made in the ordinary course of business, were made on substantially the same terms, including

interest rates and collateral, as those prevailing at the time for comparable transactions with persons not related to the company, and did not involve more than the normal risk of collectability or present other unfavorable features. We note that as a perquisite we offer all employees discounts on certain financial services (for example, no-fee domestic wire transfers). These discounts are available to our executive officers except in relation to credit extended at the time an executive officer is serving as such.

STOCK OWNERSHIP INFORMATION

S~~Stock Ownership Information~~tockOwnership Information

As of December 31, ~~2015,~~2017, there were ~~5,768~~9,319 shareholders of record of our common stock. To our knowledge, there were four persons who owned beneficially, as that term is defined by Rule 13d-3 of the Securities Exchange Act of 1934, more than five percent (5%) of our common stock as of December 31, ~~2015.~~2017. Certain information concerning beneficial ownership of our common stock by those persons as of December 31, ~~2015~~2017 is set forth in the following table:

Security Ownership of Certain Beneficial Owners

Name and Address of
Beneficial Owner* Amount and Nature
of Beneficial
Ownership Percent of Class
BlackRock, Inc. 29,317,893 9.0 %
Invesco Ltd. 17,799,276 5.5 %
State Street Corporation 16,813,805 5.15 %
The Vanguard Group, Inc. 25,423,000 7.79 %
~~Security Ownership of Certain Beneficial Owners~~

Amount and Nature
Name and Address of of Beneficial
Beneficial Owner* Ownership Percent of Class
BlackRock, Inc. 17,476,593 7.5 %
Invesco Ltd. 17,638,713 7.5 %
T. Rowe Price Associates, Inc. 22,030,726 9.4 %
The Vanguard Group, Inc. 15,881,434 6.78 %

* Addresses appear in the text below.

BlackRock. The information in the table above with respect to BlackRock is based on information set forth in Schedule 13G/A, filed with the Securities and Exchange Commission on ~~February 10, 2016~~January 25, 2018 by BlackRock, Inc. on behalf of its subsidiaries BlackRock (Netherlands) B.V., BlackRock Advisors (UK) Limited, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Asset Management Schweiz AG, Blackrock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock International Limited, BlackRock Investment Management (Australia) Limited,
BlackRock Investment Management (UK) Ltd, BlackRock Investment Management, LLC, BlackRock Japan Co Ltd and BlackRock Life Limited, BlackRock (Luxembourg) S.A., 55 East 52nd Street, New York, NY ~~10022.~~10055. According to this Schedule 13G, BlackRock has sole voting power with respect to ~~16,630,748~~27,692,231 shares of our common stock and sole dispositive power with respect to ~~17,476,593~~29,317,893 shares of our common stock.

Invesco. The information in the table above with respect to Invesco Ltd. (“Invesco”) is based on information set forth in Amendment No. 2 to Schedule 13G filed with the Securities and Exchange Commission on February

22
~~16, 2016~~ 9, 2018 by Invesco on behalf of its subsidiaries Invesco Advisers, Inc., Invesco Canada Ltd., Invesco Trust Company, Invesco Hong Kong Limited, Invesco Asset Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management S.A., Invesco Asset Management Osterreich GmbH, Invesco Management S.A., Invesco Taiwan Limited, Invesco Asset Management (Japan) Limited, Invesco Asset Management Singapore Limited, Invesco Global Asset Management Limited, Invesco PowerShares Capital Management, LLC, Invesco Investment Advisers, LLC and Invesco ~~Australia Ltd.,~~PowerShares Capital Management, LLC, 1555 Peachtree Street NE, Suite 1800, Atlanta, Georgia 30309. According to this Schedule 13G, Invesco has sole voting power with respect to ~~16,634,628~~16,688,916 shares of our common stock and sole dispositive power with respect to ~~17,638,713~~17,799,276 shares of our common stock.

~~T. Rowe Price.~~State Street. ~~The~~Except as described below, the information in the table above with respect to ~~T. Rowe Price Associates, Inc.~~State
Street Corporation (“~~TRP”~~State Street”) is based on information set forth in
~~Amendment No. 7 to~~ Schedule 13G, filed with the Securities and Exchange Commission on February ~~11, 2016~~14, 2018 by ~~TRP, 100 E. Pratt~~State Street ~~Baltimore, Maryland 21202.~~on behalf of its subsidiaries State Street Bank and Trust Company, SSGA Funds Management, Inc., State Street Global Advisor Trust Company, State Street Global Advisors Asia Ltd, State Street Global Advisors Singapore Ltd., State Street Global Advisors Limited, State Street Global Advisors GmbH, and State Street Global Advisors, Australia, State Street Financial Center, One Lincoln Street, Boston MA 02111. According to this document, ~~TRP~~State Street has ~~sole~~shared voting power with respect to ~~4,044,723~~16,813,805 shares of our common stock and ~~sole~~shared dispositive power with respect to ~~22,030,726~~16,813,805 shares of our common stock. The Schedule 13G filed by State Street states that the 16,813,805 shares of First Horizon common stock reported as beneficially owned by State Street represent 7.18% of First Horizon’s outstanding common stock. This percentage appears to be based on the number of shares outstanding as of 9-30-17, which was 234,230,515. We issued additional shares of our common stock in the fourth quarter in connection with our acquisition of Capital Bank Financial Corp. The percent of class shown for State Street in the table above is based on the 326,736,214 shares outstanding as of 12-31-17.

Vanguard. The information in the table above with respect to The Vanguard Group, Inc. (“Vanguard”) is based on information set forth in Amendment No. 46 to Schedule 13G, filed with the Securities and Exchange Commission on February ~~10, 2016~~9, 2018 by Vanguard, 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. According to this Schedule 13G, Vanguard has sole voting power with respect to ~~170,307~~165,730 shares of our common stock, shared voting power with respect to ~~9,700~~

25
STOCK OWNERSHIP INFORMATION
29,942 shares of our common stock, shared dispositive power with respect to ~~166,146~~171,802 shares of
our common stock and sole dispositive power with respect to ~~15,715,288~~25,423,000 shares of our common stock.

23
The table below sets forth certain information concerning beneficial ownership of our common stock by each director and nominee, each executive officer named in the Summary Compensation Table, and the directors and executive officers as a group. The information in the table is as of December 31, ~~2015~~2017 except as otherwise noted in the notes to the table.

Security Ownership of Management

Name of Beneficial Owner Amount and Nature
of Beneficial Ownership Percent
of Class
John C. Compton 74,477 *
Mark A. Emkes 45,103 *
Peter N. Foss 68,712 *
Corydon J. Gilchrist 71,331 *
D. Bryan Jordan 1,045,107 (4) *
Michael E. Kisber(2) 717,288 (4) *
William C. Losch, III 311,207 (4) *
Scott M. Niswonger 531,289 *
Vicki R. Palmer 93,830 (3) *
David T. Popwell 351,318 (4) *
Colin V. Reed 97,714 (3) *
Cecelia D. Stewart 14,947 *
Rajesh Subramaniam 3,407 *
R. Eugene Taylor 1,222,558 (4) *
Charles T. Tuggle, Jr. 311,235 (4) *
Luke Yancy III 49,769 (3) *
Directors and Executive Officers as a Group (20 persons) 5,757,216 (4) 1.75 %
~~Security Ownership of Management~~

Name of Beneficial Owner Amount and Nature
of Beneficial Ownership(1) Percent of
Class
John C. Compton 61,967 *
Mark A. Emkes 39,089 *
Corydon J. Gilchrist 66,821 *
Vicky B. Gregg 24,101 (3) *
D. Bryan Jordan 1,247,068 (4) *
Michael E. Kisber(2) 1,005,893 (4) *
William C. Losch, III 353,137 (4) *
R. Brad Martin(5) 607,111 (3) *
Scott M. Niswonger 526,533 *
Vicki R. Palmer 106,599 (3) *
David T. Popwell 352,362 (4) *
Colin V. Reed 90,936 (3) *
Cecelia D. Stewart 10,437 *
Yousef A. Valine 252,887 (4) *
Luke Yancy III 44,246 (3) *
Directors and Executive Officers as a Group (19 persons) 5,683,285 2.4 %
* No current individual director, nominee or executive officer beneficially owns more than one percent (1%) of our outstanding common stock ~~that is outstanding.~~or depositary shares.

(1) The respective directors, nominees and officers have sole voting and investment powers with respect to all of such shares except as specified in notes (3) and (4).

The numbers of shares covered by stock options reported in the table have been adjusted proportionately to reflect the effects of dividends paid in common stock from October 1, 2008 through January 1, 2011.

No current director or executive officer beneficially owns any of the depositary shares, each representing a 1/4000th interest in a share of non-cumulative perpetual preferred stock, Series A, issued by First Horizon on January 31, 2013.

(2) The share balance for Mr. Kisber does not include 27,994 shares deferred prior to January 2005 under our stock option program and our restricted stock incentive plan, which at that time permitted participants to defer receipt of shares upon the exercise of options and receipt of shares prior to the lapsing of restrictions imposed on restricted stock awards, respectively. These shares are not currently issued and are not considered to be beneficially
owned for purposes of Rule 13d-3, but are reflected in a deferral account on our books as phantom stock units or restricted stock units.
(3) ~~Includes 985 shares of restricted stock with respect to which Mr. Reed possesses sole voting power, but no investment power.~~ Includes the following shares as to which the named non-employee directors have the right to acquire beneficial ownership through the exercise of stock options granted under our director plans, all of which are 100% vested or will have vested within 60 days of December 31, ~~2015:~~2017: Ms. ~~Gregg—125; Mr. Martin—43,388; Ms.~~ Palmer—~~67,353;~~45,282; and Mr. Yancy—10,048.

(4) Includes the following shares of restricted stock with respect to which the named person or group has sole voting power but no investment power: Mr. ~~Jordan—12,570;~~Losch—11,064; Mr. ~~Kisber—0;~~Popwell—14,005; Mr. ~~Losch—14,584; Mr. Popwell—18,247; Mr. Valine—38,094;~~Taylor—108,303 and the director and executive officer group—~~181,565.~~245,653. Includes the following shares as to which the named person or group has the right to acquire beneficial ownership through the exercise of stock options granted under our stock option plans, all of which are 100% vested or will have vested within 60 days of December 31, ~~2015:~~2017: Mr. Jordan—~~682,109;~~405,393; Mr. Kisber—~~731,124;~~367,186; Mr. Losch—~~202,875;~~143,121; Mr. Popwell—~~184,223;~~151,451; Mr. ~~Valine—144,963~~Tuggle—120,554 and the director and executive officer group—~~2,447,657.~~1,480,399. Also includes shares held at December 31, ~~2015~~2017 in 401(k) Savings Plan accounts.
~~(5)~~ ~~The number of shares for Mr. Martin includes 48,014 shares held by the R. Brad Martin Family Foundation.~~

24 26
VOTE ITEM NO. 1—ELECTION OF DIRECTORS
VoteI~~Vote Item No.~~tem No. 1—~~Election~~Election of ~~Directors~~ Directors

Overview. The Board of Directors is proposing for election ~~ten~~all twelve of our current directors: Messrs. Compton, Emkes, Foss, Gilchrist, Jordan, ~~Martin,~~ Niswonger, Reed, Subramaniam, Taylor and Yancy and Mmes. Palmer and Stewart, at the ~~2016~~2018 annual meeting, to hold office until the ~~2017~~2019 annual meeting of shareholders and until their successors are duly elected and qualified. ~~One of our current directors, Ms. Gregg, has decided not to stand for re-election to~~Messrs. Foss and Taylor were elected by the Board of Directors in November 2017 in connection with First Horizon’s merger with Capital Bank Financial Corporation (“Capital Bank”). They were recommended as nominees for positions on our Board by Capital Bank and First Horizon pursuant to the provisions of the ~~Company at~~merger agreement between the ~~2016 annual meeting, and the Board has amended the Bylaws to reduce the size of the Board specified in the Bylaws to ten, effective as of the annual meeting.~~two companies. If any nominee proposed by the Board of Directors is unable to accept election, which the Board of Directors has no reason to anticipate, the persons named in the enclosed form of proxy will vote for the election of such other persons as directed by the Board, unless the Board decides to reduce the number of directors pursuant to the Bylaws.

Identification and Nomination of Candidates.The Board and the Nominating & Corporate Governance Committee regularly assess the composition of the Board as a whole and the contributions of each director. The Nominating & Corporate Governance Committee’s charter assigns to that Committee the duty to identify individuals believed to be qualified to become Board members and to recommend to the Board the individuals to stand for election or reelection as directors. In nominating candidates, the Committee may take into consideration such factors as it deems appropriate, including personal qualities and characteristics, experience, accomplishments and reputation in the business community; current knowledge and contacts in the communities in which the company does business and in the company’s industry or other industries relevant to the company’s business; diversity of viewpoints, background, experience and other demographics; ability and willingness to commit adequate time to Board and committee matters; and the fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective and responsive to its duties and responsibilities and the needs of the company.

Assessment of the Board’s Composition.At each of its regularly scheduled meetings, the Nominating & Corporate Governance Committee reviews the composition of the Board as a whole, considering the mix of skills and experience that directors bring to the Board, and evaluates Board
composition in light of the company’s then-current business needs as well as applicable legal, regulatory and NYSE requirements. Among the areas considered by the Committee are each director’s independence under the NYSE listing
standards; experience, including experience as a public company officer or director; primary area of business expertise; geographical markets experience; and projected retirement date. In accordance with the requirements of the National Bank Act, ~~and the company’s focus on its core banking franchise in Tennessee,~~ the Committee also considers the proportion of directors who reside in Tennessee (or within 100 miles of Memphis). In light of this review, the Committee assesses whether the Board has the necessary tools to perform its oversight functions effectively and recommends, as appropriate, new nominees for consideration by the Board. The Board, with oversight provided by the Committee, also conducts an annual self-evaluation that includes an evaluation of whether Board members have an appropriately broad and diverse range of experience and whether committee members have the right expertise, background and skills to be effective and responsive to their duties and responsibilities as committee members.

Individual Director Evaluations. The Nominating & Corporate Governance Committee also conducts annual individual director evaluations. To facilitate these evaluations, the Board has adopted a Statement of Expectations of Directors. The Statement of Expectations contains specific activities and conduct each director should engage in or adhere to and includes consideration of each director’s background, expertise and skills. The Statement of Expectations is provided to each new director at the time of orientation and to all directors once a year. Each year, the Nominating & Corporate Governance Committee conducts evaluations against the Statement of Expectations of the performance of each non-employee director prior to determining whether to recommend him or her to the Board for renomination.

Board Experiences, Qualifications, Attributes and Skills. ~~Set forth below are~~Our Board selected our twelve director nominees based on the belief that each one brings significant experience and expertise that will serve First Horizon well. The breadth of their expertise and their mix of attributes is reflected in the table below. Following the table is a summary for each nominee of the particular experiences, qualifications, attributes or skills that led the Board to conclude that ~~each nominee and incumbent director~~he or she should serve as a director of First Horizon, as well as the age, current principal occupation (which has continued for at least five years unless otherwise indicated),
27
VOTE ITEM NO. 1—ELECTION OF DIRECTORS
name and principal business of the organization in which his or her occupation is carried on, directorships in other reporting companies (including those held ~~within~~in the ~~last five years~~past but not currently held), and year first elected to our Board. All of our directors are also directors of the Bank.
Director committee appointments are disclosed below and in a table on page 1215 in the “Corporate Governance and Board Matters—Committee Charters & Committee Composition” section of this proxy statement above.

25 28
VOTE ITEM NO. 1—ELECTION OF DIRECTORS
~~Nominees for Director~~
Our director nominees at a glance
8 5 4 10 2
have experience as
a CEO/President* have finance or
accounting
experience** have experience
in the banking
industry have served as a
director or
officer of another
public company*** have experience
in information
technology
matters

1 12 4 8 5
has served in
government have strategic
planning/leadership
experience are diverse in
terms of race,
gender or
ethnicity have marketing
and retail
distribution
experience joined the Board
within the last
six years

* CEO or president of a firm or major operating division
** Audit committee financial expert, CFO, or background in accounting or financial planning and analysis
*** Public company director or executive officer

John C. Co~~mpton~~Compton
~~Partner at Clayton,~~
~~Dubilier & Rice, LLC~~
~~Independent director~~
~~since 2011~~
~~Age 54~~
~~Committees:~~
~~Audit, Compensation,~~
~~Information Technology,~~
~~Nominating & Corporate~~
~~Governance (Chair), and~~
~~the Bank’s Trust Audit~~
~~Committee~~
Mr. Compton is a Partner at Clayton, Dubilier & Rice, ~~LLC,~~ a New York-based private ~~equit~~yequity firm. Prior to ~~January~~ 2015, he was a private investor and consultant and served as an Operating Advisor to Clayton, Dubilier & Rice. He served as CEO of Pilot Flying J, Knoxville, Tennessee, a national operator of travel centers, until February 2013. Prior to September 2012, he served for twenty-nine years in various senior leadership positions with PepsiCo Inc., a global food, snack and beverage company, including Chief Executive Officer of PepsiCo Americas Foods, President and CEO of Quaker, Tropicana, Gatorade and CEO of PepsiCo North America, culminating in his service as President of PepsiCo.

Skills and Expertise:

•  Leadership experience at a public company

•  Experience in matters affecting public companies, including finance and accounting, employee matters, mergers and acquisitions, risk assessment, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters

•  Extensive experience in sales, marketing, operations and general management

•  Knowledge of public company governance matters due to public company board service
•  East Tennessee resident ~~whose~~with knowledge of the east Tennessee market ~~fits well with our strategy of focusing on our core banking franchise in Tennessee~~

Prior Public Company Board Service: US Foods Holding Corp. (2015-2018); Pepsi Bottling Group (2008-2010)

Non-Profit Board ~~Servic~~e:Service:Serves on the board of two non-profit organizations.
Partner at Clayton, Dubilier & Rice
Independent director
since 2011
Age 56
Committees:
~~Mark A. Emkes~~Audit, Compensation, Executive & Risk and Nominating & Corporate Governance (chair) and the Bank’s Trust Audit Committee

~~Retired Commissioner,~~
~~Department of Finance and~~
~~Administration, State of~~
~~Tennessee and retired~~
~~Chairman, Chief Executive~~
~~Officer and President,~~
~~Bridgestone Americas, Inc.~~
29
VOTE ITEM NO. 1—ELECTION OF DIRECTORS

~~Independent director~~
~~since 2008~~
~~Age 63~~
~~Committees:~~
~~Audit and the Bank’s Trust~~
~~Audit Committee (Chair)~~
~~Audit Committee Financial~~
~~Expert~~
Mark A. Emkes
Mr. Emkes retired in May 2013 as the Commissioner of the Department of Finance andAdministration of the State of Tennessee, a position he had served in since January 2011. Prior to his service as Commissioner, he served as the Chairman, Chief Executive Officer and President of Bridgestone Americas, Inc. and as a director of its parent company, Tokyo-based Bridgestone Corporation, a worldwide tire and rubber manufacturer.

Skills and Expertise:

•  Leadership experience at a large subsidiary of a public company

•  Experience in governmental affairs

•  Experience in finance and accounting, employee matters, mergers and acquisitions, risk assessment, civic affairs, government relations, corporate governance and compliance and similar matters associated with leadership positions at public companies

•  Knowledge of public company executive compensation and governance matters due to public company board service

•  Nashville resident ~~whose~~with knowledge of the Nashville market ~~fits well with our strategy of focusing on our core banking franchise in Tennessee~~

Other Current Public Company Board Service: ~~Clarcor~~CoreCivic, Inc. (since ~~2010), Corrections Corporation~~2014) (Chairman of ~~America (since 2014)~~the Board since 2016) and Greif, Inc. (since 2008)

Prior Public Company Board Service:Bridgestone Corporation (2004-2010) and Clarcor Inc. (2010-2017)

Non-Profit Board Service: Serves on thethe board of two non-profit organizations.
Retired Commissioner, Department of Finance and Administration, State of Tennessee and retired Chairman, Chief Executive Officer and President, Bridgestone Americas, Inc.
Independent director
since 2008
Age 65
Committees:
Audit (chair), Compensation and Information Technology and the Bank’s Trust Audit Committee (chair)
Audit Committee Financial Expert
Peter N. Foss
Mr. Foss is currently the general manager of the GE/NFL Head Health Program. Prior to his retirement in 2013, he served for 35 years in various leadership positions with General Electric Company, a global digital industrial company, including most recently as General Manager for Enterprise Selling and as President of the General Electric Company’s Olympic Sponsorship and Corporate Accounts. Mr. Foss became a director of First Horizon and the Bank upon the closing of First Horizon’s acquisition of Capital Bank Financial Corp. in 2017.
Skills and Expertise:
•  Extensive managerial and sales experience
•  Senior level policy-making experience at a public company
•  Banking and financial services experience as a director of several banking organizations
•  Knowledge of public company audit, executive compensation and governance matters due to public company board service
•  North Carolina resident with knowledge of the North Carolina market
Other Current Public Company Board Service: Healthcare Trust of America, Inc. (since 2015)
Prior Public Company Board Service: Capital Bank Financial Corp. (2009-2017), Capital Bank Corp. (2011-2012), Green Bankshares, Inc. (2011-2012) and TIB Financial Corp. (2011-2012)
Non-Profit Board Service: Serves on the boards of two non-profit ~~organization.~~organizations.
General Manager, GE/NFL Head Health Program
Independent director
since 2017
Age 74
Committees:
Audit and Nominating & Corporate Governance and Bank’s Trust Audit Committee
26 30
VOTE ITEM NO. 1—ELECTION OF DIRECTORS

Corydon J. Gilchrist
~~Private investor and~~
~~Chartered Financial Analyst~~
~~Independent director~~
~~since 2012~~
~~Age 45~~
~~Committees:~~
~~Audit, Executive & Risk,~~
~~Information Technology,~~
~~Nominating & Corporate~~
~~Governance, and the~~
~~Bank’s Trust Audit Committee~~
Mr. Gilchrist is a private investor and a Chartered Financial Analyst. From 2000 to 2011 he was a portfolio manager and partner at Marsico Capital Management. While at Marsico, Mr. Gilchrist was the sole portfolio manager for Marsico’s 21st Century Fund and the lead portfolio manager for Marsico’s Global Fund. Before joining Marsico, he was a senior analyst and portfolio manager covering emerging markets at The Principal Financial Group.

Skills and Expertise:

•  Extensive expertise in macro and micro investment analysis

•  Understanding of business value, business risk and strategic decision-making

•  Experience analyzing various matters, including finance and accounting, securities markets, corporate governance, mergers and acquisitions, and risk assessment, ~~and government relations,~~ that affect public companies

Non-Profit Board Service: Serves on the boards of two non-profit organizations.
Private investor and Chartered Financial Analyst
Independent director
since 2012
Age 47
Committees:
Audit, Executive & Risk, Information Technology and Nominating & Corporate Governance and the Bank’s Trust Audit Committee

D. Bryan Jordan
~~Chairman of the Board,~~
~~President and Chief~~
~~Executive Officer of First~~
~~Horizon and the Bank~~
~~Chairman of the Board~~
~~since 2012; director~~
~~since 2008~~
~~Age 54~~
~~Committees:~~
~~Executive & Risk~~
Mr. Jordan is Chairman of the Board, President and Chief Executive Officer of First Horizon and the Bank. He was elected Chairman of the Board of Directors in 2012 and has held the positions of President and Chief Executive Officer and director since 2008. Mr. Jordan was the Chief Financial Officer of First Horizon and the Bank from 2007 to 2008, and prior to that he served in various positions at Regions Financial Corporation and its subsidiary Regions Bank, including (beginning in 2002) as Chief Financial Officer. Prior to 2000, he held various finance and accounting related positions at Wachovia Corporation.

Skills and Expertise:

•  Extensive experience in the banking and financial services industry

•  Experience in finance and accounting, employee matters, mergers and acquisitions, risk assessment, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters associated with leadership positions at public companies

•  Knowledge of public company audit and governance matters due to public company board service

Other Current Public Company Board Service: AutoZone, Inc. (since 2013)

Non-Profit Board Service:Serves on the boards of several non-profit organizations.
Chairman of the Board, President and Chief Executive Officer of First Horizon and the Bank
Chairman of the Board
since 2012; director
since 2008
Age 56
Committees:
Executive & Risk
27 31
VOTE ITEM NO. 1—ELECTION OF DIRECTORS

~~R. Brad Martin~~
~~Chairman of RBM Venture~~
~~Company~~
~~Independent director~~
~~since 1994~~
~~Lead director~~
~~Age 64~~
~~Committees:~~
~~Compensation, Executive &~~
~~Risk (Chair), and~~
~~Nominating & Corporate~~
~~Governance~~
Mr. Martin is the Chairman of RBM Venture Company, Memphis, Tennessee, a private investment company. He served as interim president of The University of Memphis from 2013 to 2014. Mr. Martin was Chairman of the Board and Chief Executive Officer of Saks Incorporated, Birmingham, Alabama, a retail merchandising company, until his retirement in 2007. He had held the CEO position at Saks or its predecessor companies since 1989.
~~Skills and Expertise:~~
~~•   Extensive experience in the retail merchandising industry~~
~~•   Leadership experience at a public company~~
•   Experience in matters affecting public companies, including finance and accounting, employee matters, mergers and acquisitions, risk assessment, civic affairs, government relations, and similar matters
~~•   Knowledge of public company matters, including audit, executive compensation, governance and information technology matters, due to public company board service~~
~~Other Current Public Company Board Service:~~ ~~Chesapeake Energy Corporation (since 2012) (Chairman of the Board since October 2015) and FedEx Corporation (since 2011)~~
~~Prior Public Company Board Service:~~ Dillards, Inc. (2008-2013), Ryman Hospitality Properties, Inc. (successor of Gaylord Entertainment Company) (2006- 2009), lululemon athletica inc. (2007-2012), Ruby Tuesday, Inc. (2008-2011), and Harrah’s Entertainment, Inc. (1996-2008)
~~Non-Profit Board Service:~~ ~~Serves on the boards of two non-profit organizations.~~
Scott M. Niswonger
~~Chairman and founder of~~
~~Landair Transport, Inc.~~
~~Independent director~~
~~since 2011~~
~~Age 68~~
~~Committees:~~
~~Executive & Risk,~~
~~Nominating & Corporate~~
~~Governance, and the~~
~~Bank’s Trust Committee~~
Mr. Niswonger is the Chairman and founder of Landair Transport, Inc., a time-definite trucking, warehousing, and supply-chain management company. He previously served as Chief Executive Officer (until 2003) of Landair and as Chairman of the Board (until 2005) and Chief Executive Officer (until 2003) of Forward Air, Inc., which operated as one company with Landair until the two were separated into two public companies in 1998; Landair has since again become a private company.

Skills and Expertise:

•  Leadership experience at two public companies

•  Extensive experience in matters affecting both public and private companies, including sales, marketing and logistics, finance and accounting, employee matters, mergers and acquisitions, risk assessment, civic affairs and government relations, corporate governance and securities markets and compliance

•  East Tennessee resident ~~whose~~with knowledge of the east Tennessee market ~~fits well with our strategy of focusing on our core banking franchise in Tennessee~~

Prior Public Company Board Service:Landair Transport, Inc. (1998-2003) and Forward Air, Inc. (1998-2005)

Non-Profit Board Service:Serves on the boards of several non-profit organizations.
Chairman and founder of Landair Transport, Inc.
Independent director
since 2011
Age 70
Committees:
Executive & Risk, Nominating & Corporate Governance, and the Bank’s Trust Committee
28
Vicki R. Palmer
~~President of The Palmer~~
~~Group, LLC~~
~~Independent director~~
~~since 1993~~
~~Age 62~~
~~Committees:~~
~~Compensation and~~
~~Executive & Risk~~
Ms. Palmer is the President of The Palmer Group, LLC, Atlanta, Georgia, a general consulting firm. Between 2004 and 2009, she served as Executive Vice President, Financial Services and Administration, Coca-Cola Enterprises Inc. (“CCE”), Atlanta, Georgia, a bottler of soft drink products. She was responsible for overseeing treasury, pension and retirement benefits, asset management, internal audit and risk management, was a member of CCE’s Risk Committee, served on CCE’s Senior Executive Committee and had oversight responsibility for CCE’s enterprise-wide risk assessment process.

Skills and Expertise:

•  Expertise in public company finance, risk management and administration

•  Senior level policy-making experience at a public company

•  Knowledge of public company audit and governance matters due to public company board service

Other Current Public Company Board Service:Haverty Furniture Companies Inc. (since 2001)

Non-Profit Board Service: Serves on the boards of several non-profit organizations.
President of The Palmer Group, LLC
Independent director
since 1993
Age 64
Committees:
Compensation (chair), Executive & Risk
32
VOTE ITEM NO. 1—ELECTION OF DIRECTORS
Colin V. Reed
~~Chairman of the Board and~~
~~Chief Executive Officer of~~
~~Ryman Hospitality~~
~~Properties, Inc.~~
~~Independent director~~
~~since 2006~~
~~Age 68~~
~~Committees:~~
~~Compensation (Chair) and~~
~~Executive & Risk~~
Mr. Reed is the Chairman of the Board and Chief Executive Officer of Ryman Hospitality Properties, Inc. (“Ryman”), Nashville, Tennessee, a real estate investment trust. Ryman is the successor by merger to Gaylord Entertainment Company (“Gaylord”), a diversified hospitality and entertainment company whose conversion to a real estate investment trust and subsequent merger into Ryman was led by Mr. Reed. Mr. Reed was elected Chairman of the Board of Gaylord in 2005 and Chief Executive Officer in 2001.

Skills and Expertise:

•  Leadership experience at a public company

•  Extensive experience in finance and accounting as well as employee matters, mergers and acquisitions, risk assessment, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters associated with leadership positions at public companies

•  Knowledge of public company matters due to public company board service

•  Nashville resident ~~whose~~with knowledge of ~~that~~the Nashville market ~~fits well with our strategy of focusing on our core banking franchise in Tennessee~~

Other Current Public Company Board Service: Ryman Hospitality Properties, Inc. (since 2001)

Prior Public Company Board Service: Rite Aid Corporation (2003-2005)
29Chairman of the Board and Chief Executive Officer of Ryman Hospitality Properties, Inc.
Independent director
since 2006

Lead director
Age 70
Committees:
Compensation, Executive & Risk (chair)
Cecelia D. Stewart
~~Retired President of U.S.~~
~~Consumer and Commercial~~
~~Banking of Citigroup, Inc.~~
~~Independent director~~
~~since 2014~~
~~Age 57~~
~~Committees:~~
~~Audit, Information~~
~~Technology (Chair) and the~~
~~Bank’s Trust Committee~~
~~Ms.~~Cecelia D. Stewart retired as the President of U.S. Consumer and Commercial Banking of Citigroup, Inc., a global diversified financial services holding company, in ~~April~~ 2014. She had held that position since ~~January~~ 2011. From 2009 to 2011, she was President of the retail banking group and CEO of Morgan Stanley Private Bank N.A. Ms. Stewart’s career in banking began at Wachovia Bank N.A. in 1978, where she held a variety of regional banking positions, culminating in her service as Executive Vice President and Head of Retail and Small Business Banking from 2003 to 2008.

Skills and Expertise:

•  Extensive experience in banking and financial services

•  Senior level policy-making experience at a public company

•  Experience in employee matters, finance and accounting, ~~and~~ risk assessment, and similar matters associated with running a large division of a public company

•  Knowledge of public company executive compensation, information technology and other matters due to public company board service

Other Current Public Company Board Service: United States Cellular Corporation (since 2013)

Non-Profit Board Service: Serves on the board of a non-profit organization.
Retired President of U.S. Consumer and Commercial Banking of Citigroup, Inc.
Independent director
since 2014
Age 59
Committees:
Audit, Information Technology (chair), and the Bank’s Trust and Trust Audit Committees
33
VOTE ITEM NO. 1—ELECTION OF DIRECTORS
Rajesh Subramaniam
Mr. Subramaniam is Executive Vice President, Marketing and Communications, FedEx Services, Inc. and FedEx Corp., Memphis, Tennessee, a provider of transportation, e-commerce and business services. From 2003 to 2006, Mr. Subramaniam was the President of FedEx Canada, and from 1999 to 2003, he served as Vice President of Marketing for FedEx’s Asia Pacific business.
Skills and Expertise:
•  Senior level policy-making experience at a public company
•  In-depth experience in marketing, public relations, communications, crisis management, corporate strategy, global pricing and revenue management, customer experience, portfolio management and innovation
•  Expertise in information technology, including leadership of digital transformation
•  Memphis resident with knowledge of the Memphis market
Non-Profit Board Service: Serves on the boards of several non-profit organizations.
Executive Vice President, Marketing and Communications, FedEx Services, Inc. and FedEx Corp.
Independent director
since 2016
Age 52
Committees:
Audit, Information Technology, Nominating & Corporate Governance, and the Bank’s Trust Audit Committee
R. Eugene Taylor
Mr. Taylor is the Vice Chairman of the Board of Directors of First Horizon and the Bank, a position he assumed upon the closing of First Horizon’s acquisition of Capital Bank Financial Corp. (“Capital Bank”) in 2017. He served as Chairman of the Board of Directors and Chief Executive Officer of Capital Bank from 2009 until 2017. Prior to 2009, Mr. Taylor spent 38 years at Bank of America Corporation, most recently as the Vice Chairman of the firm and President of Global Corporate & Investment Banking.
Skills and Expertise:
•  Extensive experience in the banking and financial services industry
•  Experience in finance and accounting, employee matters, mergers and acquisitions, risk assessment, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters associated with leadership positions at public companies
•  Knowledge of public company executive compensation and governance matters due to public company board service
•  North Carolina resident with knowledge of the North Carolina market
Other Current Public Company Board Service: Sonic Automotive, Inc. (since 2015)
Prior Public Company Board Service: Capital Bank Financial Corp. (2009-2017), Capital Bank Corp. (2011-2012), Green Bankshares, Inc. (2011-2012) and TIB Financial Corp. (2011-2012)
Vice Chairman of the Board of First Horizon and the Bank
Director since 2017
Age 70
Committees:
Executive & Risk
34
VOTE ITEM NO. 1—ELECTION OF DIRECTORS
Luke Yancy III
~~President and Chief~~
~~Executive Officer of the~~
~~MMBC Continuum~~
~~Independent director~~
~~since 2001~~
~~Age 66~~
~~Committees:~~
~~Audit and the Bank’s Trust~~
~~Audit and Trust Committees~~
~~(Chair of the latter)~~
Mr. Yancy isretired as the President and Chief Executive Officer of the MMBC Continuum, Memphis, Tennessee, a non-profit organization that promotes minority and women business ~~enterprises.~~enterprises, in September 2017. Prior to 2000, Mr. Yancy was President, West Region, of AmSouth Bank and, prior to its acquisition by AmSouth in 1999, First American Bank.

Skills and Expertise:

•  Experience in banking and financial services, including as commercial lending division head, group manager of business lending and consumer lending and senior credit officer

•  Wide-ranging ties in the mid-south community

•  Memphis resident ~~whose broad and deep~~with knowledge of ~~that~~the Memphis market ~~fits well with our strategy~~
Retired President and Chief Executive Officer of ~~focusing on our core banking franchise in Tennessee~~the MMBC Continuum
Independent director
since 2001
Age 68
Committees:
Audit and the Bank’s Trust (chair) and Trust Audit Committees

~~Non-Profit Board Service:~~ ~~Serves on the boards of several non-profit organizations.~~
The Board of Directors unanimously recommends that the shareholders votefor the election of all director nominees as described in Item No. 1.
30
~~Vote Item No. 2—Approval of our Equity Compensation Plan, as Proposed to Be Amended and Restated~~
~~General~~
~~Plan Amendment History~~
The Equity Compensation Plan was first approved by our Board of Directors and shareholders in 2003. The plan originally authorized the grant of equity-based and certain other awards, subject to certain share limits, for a period of ten years. Substantive amendments to the plan’s maximum share limits were approved by shareholders in 2004, 2006, 2010, and 2012. The plan was amended several times by the Board between 2006 and 2010 to make technical changes related to administration and legal/tax compliance. The 2010 amendments also tightened or created certain restrictions on Compensation Committee
authority under the plan. The 2012 amendments comprehensively updated the plan. Major substantive changes included adding 8 million additional shares, adding or updating limits on certain award types and grants per person, and extending the expiration date to 2022. In 2012 our shareholders approved the plan as amended. The plan has not been amended since 2012.
~~Throughout this vote item, the Equity Compensation Plan is referred to as the “ECP” or as the “plan.” The ECP as amended is attached to this proxy statement as Appendix A.~~

~~Key 2016 Amendments~~
The ECP is being submitted to shareholders for approval in its entirety, and therefore has been updated comprehensively. Most but not all of the changes are technical, mostly related to administrative and compliance matters.
~~Key substantive amendments are:~~
~~Share Limits~~
• ~~Increase the number of shares that may be issued under the plan by 6.5 million, of which only 2.5 million may be stock and stock unit (“full value”) awards. (Sec. 4(A))~~
• ~~Significantly tighten the limits on awards per year to outside directors: no more than 60,000 options and SARs, and no more than 40,000 full value awards. (Sec. 4(A))~~
~~Change in Control~~
~~Modify the definition of a “change in control” (CIC) so that consummation of an asset sale, rather than shareholder approval, is the triggering event. (Sec. 2)~~
~~Other Substantive Changes~~
• ~~Add clarifications to the list of approved performance measures for 162(m)-qualified performance awards. (Sec. 2)~~
• ~~Enhance the option re-pricing prohibition so that economically similar events–such as swapping new awards for old ones–are covered. (Sec. 6(B))~~
• ~~Require that new options and SARs have a one-year minimum vesting period, except in the~~
event of death, disability, and CIC. In addition, up to five percent in the aggregate of the available shares authorized for issuance under options and SARs pursuant to the plan may have a vesting period less than one year. Shares with a vesting period of less than one year due to death, disability or a CIC are not included in calculating the five percent “basket”. (Sec. 6(F))
~~Key technical amendments are:~~
• Provide that shares withheld or re-acquired in connection with a vesting (for taxes) or exercise (for taxes or otherwise) cannot be used again for new awards. This revised plan provision makes explicit our actual practice: since April 2012 we have not added back to the plan any shares withheld or re-acquired in those circumstances. (Secs. 4(A)(iii) and (iv))
• Add to the plan uniform provisions for default outcomes with respect to performance awards and options when a CIC occurs and the participant is not immediately terminated. Previously, outcomes were prescribed in individual award documents with no plan-wide provision if an award was silent. (Sec. 13)
• ~~Enhance the forfeiture and clawback provisions. (Sec. 12)~~
• ~~In various sections, clarify and harmonize outcomes related to retirement, including retirement mandated by our Bylaws.~~

31
~~The expiration date of the plan, April 17, 2022, has not been changed. New awards may not be granted after that date.~~

~~Effects of and Reasons for Approval; Effects of Non-Approval~~
Under this vote item, shareholders are being asked to approve the ECP as amended. This action would approve all amendments to the ECP, including the key amendments noted above, and re-approve the ECP in its entirety.
The Board of Directors believes that stock-based awards provide an essential tool that helps the company attract and retain outstanding employees and non-employee directors and motivate them to cause the company to succeed. Stock awards align employees’ interests directly with those of First Horizon’s shareholders because the value of the stock-based awards is directly linked to the market value of our common stock. Stock-based awards also provide critical reinforcement of the values of ownership and teamwork that are an integral part of our culture. The Board of Directors believes that increasing the number of shares available under the ECP would provide us with a sufficient number of shares to continue our stock-based incentive programs effectively through the end of 2020.
Approval will extend and fully optimize our ability to deduct for tax purposes the cost of certain awards provided under or in connection with the ECP, including in particular options, SARs, and tax-qualified performance awards. Current tax regulations under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Tax Code”), provide that First Horizon’s shareholders must re-approve the ECP at least every five years in order to maximize our ability to deduct for tax purposes the cost of those awards. Shareholders last approved the ECP in its entirety at the 2012 annual meeting of shareholders. Re-approval of the plan in its entirety, as amended, at the 2016 annual meeting will ensure that First Horizon’s ability to deduct for tax purposes the cost of certain awards under the plan is optimized for the next five years and will avoid the necessity of seeking additional shareholder approval before it would otherwise be needed.
If this item is not approved, the ECP would continue under its provisions in effect prior to the amendments discussed above. Existing awards would remain outstanding and, subject to the old plan limits, new awards could be granted until plan expiration.
~~Information concerning the number of shares authorized for all awards, and separately for full-value awards (restricted stock and stock units), in~~
~~relation to past grants under the ECP is summarized in the table below. For reference, at February 26, 2016 we had 234,092,946 common shares outstanding.~~
~~ECP Share Usage Information~~
~~(from inception through February 26, 2016)~~
ECP Overall
Authority ECP Full-Value
Sub-Authority
(a) Total shares authorized (ECP Sec 4(A)(i)(a)), before 2016 amendment 21,348,228 16,906,825
(b) Total shares paid from past ECP grants 6,547,164 5,610,374
(c) Total shares covered by outstanding ECP full-value awards 4,503,949 4,503,949
(d) Total shares covered by outstanding ECP option awards 4,794,798 1,290,185
(e) Total shares used*
(b+c+d) 15,845,911 11,404,508
(f) Shares available for new grants before 2016 amendment (a–e) 5,502,317 5,502,317
(g) Shares proposed to be added 6,500,000 2,500,000
(h) Shares available for new grants after 2016 amendment (f+g) 12,002,317 8,002,317
* ~~Calculation assumes no forfeitures occur for outstanding awards, and performance awards pay at maximum.~~
Outstanding Stock Options*
Options
Outstanding Weighted
Average
Exercise
Price
(per share) Weighted
Average
Remaining
Contractual
Term
(years)
February 26, 2016 8,487,141 $16.48 3.65
* ~~Shown for all plans, not just the ECP. No SARs have been granted under the ECP or any other plan.~~

32
~~Material Features of the ECP, As Amended~~
The following is a summary of the material features of the ECP (as proposed to be amended and restated as described above). This summary and the above discussion are qualified in their entirety by reference to the complete text of the ECP, attached as Appendix A.
~~Purpose of the ECP; Eligibility; Types of Awards~~
The purpose of the ECP is to promote the interests of the company and its shareholders by attracting and retaining officers, employees and non-employee directors of First Horizon and its subsidiaries; motivating those individuals by linking a component of compensation to First Horizon’s stock value and by means of performance-related incentives to achieve long-range performance goals; enabling those individuals to participate in the long-term growth and financial success of the company; encouraging ownership of stock in the company by those individuals; and linking compensation to the long-term interests of First
Horizon’s shareholders. All officers, employees and non-employee directors of First Horizon and its subsidiaries and all “regional board members” (as defined under the ECP) are eligible to receive awards under the ECP. Awards may consist of grants of options, restricted stock, restricted stock units, performance awards, and stock appreciation rights, or any combination thereof. As of December 31, 2015, First Horizon and its subsidiaries had approximately 1,046 officers and 4,317 employees; there were 10 non-employee directors and 117 regional board members.

~~Administration~~
Except with respect to awards to non-employee directors, the plan is administered by a committee designated by the Board. The ECP’s committee must be composed of at least two directors who are “non-employee directors” as defined for securities law purposes and at least two directors who are “outside directors” as defined for purposes of the Tax Code. The Board has designated the Compensation Committee as the committee for the ECP. See “The Compensation Committee—In General” beginning on page 15 for additional information concerning the qualifications of Committee members in relation to the plan. Throughout the rest of this discussion, the Compensation Committee is referred to simply as the “Committee.” The Board retains the right to make awards under the plan.
The Committee has the full power and authority in its discretion to, among other things, designate plan participants; determine the types of awards to be granted; determine the timing, terms, and conditions of any award; accelerate the time at which all or any part of an award may be settled or exercised; interpret and administer the plan and
any instrument or agreement relating to, or award made under, the plan; amend or modify the terms of any award after grant; and make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the plan, subject to the exclusive authority of the Board to amend, suspend or terminate the plan. However, only the Board has the power and authority to make awards to non-employee directors and to determine the type, timing, terms and conditions of those awards.
With some exceptions, awards under the plan are generally not transferable. Within the limits of the ECP, the Committee may in its discretion permit transfers of awards, or create assistive procedural rights in lieu of transfers or otherwise, in connection with death, divorce, child support, incompetence or other disability, and other severe personal events, and the Committee may delegate broad administrative authority to management in such situations, provided that no such delegated action may enhance the amount or extend the original term of any outstanding award.

~~Types of Awards~~
~~Options~~
~~The Committee may grant options to purchase a specified number of shares of our common stock. Options granted under the ECP do not qualify as~~
“incentive stock options” under Section 422 of the Tax Code. The number of shares of common stock subject to any grant of options, the exercise price and all other conditions and limitations applicable to the exercise of any options will be determined

33
by the Committee. Except in limited circumstances described in the ECP having to do with our acquisition of another company (Section 6(B)(ii)), the exercise price of an option may not be less than 100% of the fair market value of the shares of common stock with respect to which the option is granted on the date of such grant. Options may not be exercisable sooner than the first anniversary after grant (with limited exceptions permitted, as provided in Section 6(F)), and no option may have a term greater than ten years from grant.
~~Stock Appreciation Rights~~
SARs may be granted under the ECP. An SAR entitles the holder to receive, with respect to each share of our common stock encompassed by the exercise of that SAR, the amount determined by the Committee or Board, as applicable, and specified in an award agreement. In the absence of such a determination, the holder shall be entitled to receive, with respect to each share encompassed by the exercise of the SAR, the excess of the fair market value on the date of exercise over base price for the SAR established at grant. Each SAR is exercisable at such times and subject to such terms and conditions as the Committee may, in its sole discretion, specify in an award agreement or thereafter, but no SAR may be exercisable sooner than the first anniversary after grant (with limited exceptions permitted). Except in limited circumstances described in the ECP having to do with our acquisition of another company, the base price of an SAR may not be less than 100% of the fair market value of the shares with respect to which the SAR is granted on the date of grant. SARs may be paid in common stock, in cash, or in a combination of stock and cash, as determined by the Committee or the Board.
~~Repricing Prohibition for Options and SARs~~
The plan provides (with limited exceptions) that, unless shareholders approve otherwise, the Committee does not have the power to amend the terms of options or SARs previously granted under the plan to reduce the option price of such options or base price of such SARs; cancel such options or SARs and grant substitute options or SARs with a lower option price or base price than the cancelled options or SARs, respectively; or, if such options or SARs are out-of-the-money, cancel such options or SARs and, in consideration of such cancellation, grant one or more other awards, make a cash payment, or take any combination of such actions.
~~Restricted Stock and Restricted Stock Units~~
Awards of restricted stock and restricted stock units consist of common stock or stock units that are subject to a risk of forfeiture or other restrictions that lapse upon the occurrence of certain events and the satisfaction of certain conditions, as determined by the Committee in its discretion. For example, the Committee may require the recipient to meet a service condition, requiring the recipient to remain employed with us for a specified period, prior to vesting. A stock unit may be paid in a share of stock or in an amount of cash, securities, or other property equal to the fair market value of one share of common stock on the date of vesting, or in any combination of these, at the Committee’s discretion.
~~Performance Awards~~
The Committee may, in its discretion, grant a performance award consisting of a performance-based option award, performance-based SAR award, performance-based restricted stock award, performance-based restricted stock unit award, or other performance-based right that is denominated in cash and/or shares of our common stock. Vesting of a performance award depends, at least in part, upon the achievement of one or more performance goals during one or more performance periods as determined by the Committee. Options and SARs are not performance awards under the plan unless their vesting is subject, at least in part, to achievement of such performance goals. Other conditions to vesting, such as a service requirement, may be imposed as well. Performance awards are payable at the time and in the form determined by the Committee. The Committee determines the performance measures and other factors to be used to establish performance goals, the performance goals to be achieved during any performance period, the length of any performance period, the amount of any performance award, and the amount and kind of any payment or transfer to be made pursuant to any performance award. The Committee may in its sole discretion designate whether any performance award granted under the plan is a “Section 10 Award.” A Section 10 Award meets the requirements for deductibility imposed by Section 162(m) of the Tax Code as well as additional requirements and limitations set forth in Section 10 of the ECP. Other performance awards may, but are not required to, meet the extra requirements of Section 10.
~~Options and SARs that are not performance awards under the ECP are not subject to Section 10 of the plan, and performance awards consisting of options and SARs are presumed not to be~~

34
Section 10 Awards unless the Committee determines otherwise. However, such options and SARs may qualify as performance-based compensation under Section 162(m) of the Tax Code, independent of their status under Section 10 of the plan. Likewise, awards under the ECP driven by First Horizon’s Management Incentive Plan are not subject to Section 10 of the ECP unless the Committee determines otherwise, but may qualify as performance-based compensation under Section 162(m) of the Tax Code.
The ECP has special provisions for “covered officers.” The term “covered officer” generally means any individual who, with respect to First Horizon’s previous tax year, was a “covered employee” of the company within the meaning of Tax Code Section 162(m). In any year the Committee may include other officers as “covered” and may exclude officers from being “covered.” Generally, the Committee will tend to make performance awards granted to covered officers, or to persons at substantial likelihood of becoming covered officers during the term of the award, Section 10 Awards in order to maximize deductibility for First Horizon; the Committee is authorized, however, to make determinations of Section 10 status as it deems appropriate.
For Section 10 Awards, performance measures may include one or more, or any combination, of the following financial performance measures for First Horizon or any subsidiary, operating unit, division, line of business, reporting segment, department, team or business unit thereof, or for any other company or group of other companies identified by the Committee or any segment, subsidiary, or other subdivision of such other company(ies): stock price, dividends, total shareholder return, earnings per share, market capitalization, book value, revenues, expenses, assets, loans, deposits, liabilities, shareholder
equity, regulatory capital, noninterest income, net interest income, fee income, operating income before or after taxes, net income before or after taxes, economic profit, return on assets, return on equity, return on capital, risk-adjusted return on capital, net interest income, cash flow, credit quality, service quality, market share, customer retention, efficiency ratio, liquidity, strategic business objectives consisting of one or more objectives based on meeting business expansion or contraction goals, and other goals relating to acquisitions or divestitures or openings or closures. Any performance measure may provide for adjustment to include or exclude actual or hypothetical items or amounts and may provide for artificial increase or decrease by amounts or percentages selected by the Committee, and any such adjusted or altered measure shall be a “performance measure.” The term “performance measure” also includes any component or any combination of components of any performance measure; examples include Tier 1 regulatory capital, tax expense, non-recurring expenses, provision expense, and tangible assets. Any performance measure may be used for financial reporting purposes, for internal or management purposes, or for purposes of the plan created or defined by the Committee. Any such measure based on balance sheet or similar data may be measured at period-end or on an average or other basis as specified by the Committee. Measures may be combined with any one or more other measures by addition, subtraction, multiplication, division, or other arithmetic means, or by any combination of such operations, as specified by the Committee. In the case of performance awards that are not Section 10 Awards, performance measures are also permitted to include any other performance criteria established by the Committee, including personal plan goals.

~~Maximum Number of Shares Available; Individual Participant Limits; Adjustments~~
~~The ECP as amended imposes the following limitations on award grants, all of which are subject to adjustment as described below:~~
• ~~The maximum number of Shares which may be issued with respect to awards shall be 27,848,228, of which no more than 19,406,825 shall be issued with respect to awards other than options and SARs.~~
• ~~Excluding Section 10 Awards, the number of shares with respect to which options and SARs may be granted to any one participant in any one calendar year shall be no more than 600,000 shares.~~
• The number of shares with respect to which other awards–awards other than options, SARs, and Section 10 Awards–may be granted to any one participant in any one calendar year shall be no more than 400,000 Shares.
• The number of shares with respect to which options and SARs may be granted to any one non-employee director in any one calendar year shall be no more than 60,000 shares, and the number of shares with respect to which other awards–awards other than options and SARs–may be granted to any one participant in any one calendar year shall be no more than 40,000 shares. To the extent any non-employee

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~~director may receive a Section 10 Award, such awards shall be included in applying the limits provided in this subsection.~~
• The maximum number of shares which may be subject to Section 10 Awards granted to any participant in any fiscal year is 500,000. The maximum annual dollar amount of Section 10 Awards payable in cash is $4,000,000. If an award is payable either in shares or in cash, only one limitation applies, as determined by the Committee.VOTE ITEM NO. 2—VOTE ON TECHNICAL AMENDMENTS TO MODERNIZE OUR RESTATED CHARTER

Vote Item No. 2—Vote on Technical Amendments to Modernize Our Restated Charter
General Description of the Proposed Amendments
Our Board of Directors has approved, and recommends your approval of, several technical amendments to modernize our Restated Charter (“Charter”). Our Charter was originally adopted in 1968. Since then, Tennessee corporate law has been updated and corporate practices have changed significantly, but our Charter has not been amended to reflect those changes. We are proposing amendments that would replace Articles 5 and 11, delete Articles 7 and 8 and correct outdated cross-references in Articles 10 and 14. The ~~number~~amendments are described in greater
detail below. On January 23, 2018, the Board approved and authorized the proposed amendments and directed that the amendments be submitted to a vote of ~~shares~~the holders of ~~our~~ common stock ~~available for awards,~~at the ~~number~~Annual Meeting. If our shareholders approve this Vote Item 2, we expect to file a Certificate of ~~shares that may be subject to awards granted to any one participant in any period,~~Amendment with the ~~number~~Tennessee Secretary of shares covered by each outstanding award, and the price per share covered by each outstanding award which uses a price shall be proportionately adjusted for any increase or decrease in the number of issued shares resulting from a stock split, reverse stock split, stock dividend, recapitalization, combination or reclassificationState as soon as practicable following shareholder approval. Upon filing of the ~~shares, and may be proportionately adjusted, as determined in~~Certificate with the ~~sole discretion~~Tennessee Secretary of State, the Board, for any other increase or decrease in the number of issued shares effected without receipt of consideration by First Horizon or to reflect any distributions to holders of shares other than regular cash dividends. Except as expressly provided herein, no issuance by First Horizon of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to an award.
~~If any shares of our common stock covered by an award granted under the ECP, or to which such an award relates, are forfeited, or if such an award is~~proposed amendments will become effective.
settled for cash or otherwise terminates, expires unexercised, or is canceled without the delivery of our shares, then the shares covered by that award, or to which that award relates, or the number of shares otherwise counted against the aggregate number of shares which may be issued with respect to awards, to the extent of any such settlement, forfeiture, termination, expiration, or cancellation, shall again become shares that may be issued with respect to future awards under the plan.
In connection with any option or SAR, none of the following shall result in any shares being added back to any of the limits in the plan: (a) the withholding of shares by the company for tax liabilities; (b) the delivery of shares (actual or deemed) by the award holder to pay an exercise price or tax liabilities; or (c) in the case of exercised SARs, the delivery of shares in an amount less than the nominal number of shares covered by the award. For an award not an option or SAR, shares withheld or re-acquired by us for taxes caused by vesting or other taxable event may not be used again for new awards. This second plan provision became effective four years ago, on April 17, 2012, which was when we stopped adding shares from tax withholdings back to the plan. The overall effect of these two provisions (Sections 4(A)(iii) for options and SARs and 4(A)(iv) for all other awards) is to prevent us, without exception, from re-using in the plan any shares withheld or re-acquired by us from a plan participant in connection with any vesting or exercise of any type of award.
~~On February 26, 2016, the closing price of the common stock on the New York Stock Exchange was $12.47 per share.~~

Detailed Description of the Proposed Amendments
~~Forfeiture and Reimbursement in the Context of Misconduct~~Amendments to Article 5

~~Awards are subject~~Article 5 of the Charter states the purposes and powers of the company. In the style of 50 years ago, it is two pages long with many details no longer listed in Tennessee law and no longer required to ~~forfeiture prior~~be listed in the charter. Therefore, we propose replacing current Article 5 with the following:
5. PURPOSES AND POWERS.
The Corporation is organized: to ~~vesting~~conduct one or ~~exercise,~~more financial services businesses, including any and all related, ancillary, or supportive businesses; to ~~recovery~~own other companies or ~~reimbursement of paid~~enterprises (or interests therein) which conduct financial services businesses, including any and all related, ancillary, or ~~delivered cash, shares,~~supportive businesses; to engage in any lawful act or activity for which corporations may be organized now or hereafter under the Tennessee Business Corporation Act or other ~~benefits (“clawback”),~~statutes or law of Tennessee; and for every other lawful purpose or purposes. Except as provided otherwise in this Restated Charter, the Corporation has each and every power enumerated in or permitted now or hereafter by the statutes or law of Tennessee, and all powers ancillary thereto.
Article 5 of the Charter, as currently in effect, is included as part of Appendix B to this proxy statement.
Deletion of Articles 7 and 8
Article 7 deals with the ~~extent provided from time~~commencement of business. It is factually unnecessary. Article 8 states that First Horizon shareholders do not have pre-emptive rights. Current Tennessee law provides that shareholders automatically have no pre-emptive rights unless the charter provides otherwise. It is unnecessary to ~~time~~repeat in our Charter what Tennessee law already provides, and removing Article 8 will not change our shareholders’ rights in any respect. Therefore, we are proposing to delete both Articles 7 and 8 in their entirety.
Articles 7 and 8 of the Charter, as currently in effect, are included as part of Appendix B to this proxy statement.
Amendment to Article 10
Article 10 of the Charter provides for serial preferred stock. The first paragraph contains a statutory cross-reference that is out of date and inconsistent in style with the other articles of the Charter. Therefore, we are proposing to update and modernize the cross-reference in the plan, in the applicable award document or applicable procedures, or in First Horizon’s compensation recovery policy and any successor(s) thereto (“Clawback Policy”). An amendment to the forfeiture or clawback provisionslast sentence of the ~~plan, procedures, or Clawback Policy~~first paragraph as follows:
10. SERIAL PREFERRED STOCK.
[FIRST PARAGRAPH] * * * The Board of Directors shall ~~not apply retroactively~~have the authority to ~~then-outstanding awards unless explicitly so provided in such amendment. The Committee or the Board may amend the substance of~~divide any or all ~~forfeiture or clawback provisions in~~such classes into series and, within the ~~plan as~~limitation of the ~~Committee or the Board determines to be appropriate. The Committee or the Board may move any or all~~statutes and law of Tennessee, particularly Section 48-16-102 of
forfeiture or clawback provisions from the plan to the Clawback Policy for administrative convenience or in order to facilitate compliance with regulatory or reporting requirements. The plan, the Clawback Policy, or an award may provide for forfeiture or clawback based on, or triggered by, a restatement or other correction of financial results used to determine the amount paid for the award. In such cases forfeiture or clawback may be absolute, or, in the case of performance awards, options, or SARs, the amount paid may be merely re-determined based on the corrected information.
A participant shall be required to pay to the company an amount equal to the spread realized in connection with the participant’s exercise of an option within six months prior to such participant’s

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VOTE ITEM NO. 2—VOTE ON TECHNICAL AMENDMENTS TO MODERNIZE OUR RESTATED CHARTER
~~termination~~the Tennessee Business Corporation Act or any successor provision thereto, fix and determine the relative rights and preferences of ~~employment by resignation~~the shares of any series so established.
The relevant portion of Article 10 of the Charter, as currently in effect, is included as part of Appendix B to this proxy statement.
Amendment to Article 11
Article 11 of the ~~event that such participant, within six months following such participant’s termination of employment by resignation, engages directly or indirectly in any activity determined by~~Charter deals with the ~~Committee, in its sole discretion, to be competitive with any activity~~powers of the company. ~~For this purpose,~~It contains substantial detail that is no longer required to be included in a ~~“mandatory retirement” does not constitute “resignation.” This provision~~corporate charter by Tennessee law. Only one power currently enumerated, that of the ~~plan~~Board to remove any director for cause, must remain in the Charter if that power is to be preserved, and so it is included in the proposed replacement language. We are proposing to replace current Article 11 with the following:
11. MANAGEMENT BY BOARD OF DIRECTORS.
(a) All corporate powers shall ~~not apply~~be exercised by, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors. The Board of Directors may exercise all powers conferred or permitted by the statutes or law of Tennessee.
(b) Without in any way limiting any of the objects or purposes or powers of the Board of Directors, whether primary or secondary, it is hereby expressly declared and provided that the Board of Directors shall have the power to
remove any ~~instance where~~director for cause, within the meaning of applicable ~~termination~~statutes or law of ~~employment by resignation occurs after a change in control. Under the plan, a “mandatory retirement” is a participant’s termination of employment required~~Tennessee, by a ~~Bylaw or policy~~vote of a majority of the ~~company (or an “employer,” as defined in the plan), or an action~~entire Board of Directors.
Article 11 of the ~~company, employer,~~Charter, as currently in effect, is included as part of Appendix B to this proxy statement.
Amendment to Article 14
Article 14 of our Charter limits the ~~Committee, or~~personal liability of directors as permitted by a particular Tennessee statute, section 48-12-102(b)(3) of the ~~Board, due to one or more conditions having been met, at least~~Tennessee Business Corporation Act. The limitation has three exceptions, one of which is a cross-reference to another section. The referenced section number has changed from 48-18-304 to 48-18-302. Therefore, we propose to replace current Article 14 with the participant having attained a certain age. The term includes a termination of employment following termination of an open-ended, discretionary deferral or waiver of a participant’s mandatory retirement.following:
The company reserves the right (and in certain cases may have the legal duty) to cause or seek the forfeiture of all or any portion of any performance award held by any participant, and/or the reimbursement by any participant
14. DIRECTOR LIABILITY.
No director shall be personally liable to the ~~company~~Corporation or its shareholders for monetary damages for breach of ~~all or~~fiduciary duty as director, except for liability (i) for any ~~portion~~breach of ~~any performance award paid (as defined in paragraph (iv) below)~~the director’s duty of loyalty to the ~~participant,~~Corporation or its shareholders, (ii) for ~~any performance award where the Board~~acts or ~~the Committee concludes~~omissions not in good faith ~~that the participant engaged in fraud~~ or ~~other~~which involve intentional misconduct or a knowing violation of law, or ~~willful misconduct in connection with the performance of his~~(iii) under Section 48-18-302, or ~~her duties as an officer or employee~~any successor provision thereto, of the ~~company. In determining whether and~~Tennessee Business Corporation Act.
Article 14 of the Charter, as currently in effect, is included as part of Appendix B to what extent the Board or the Committee (as applicable) will cause the company to exercise these rights, the Board or Committee may weigh all material facts and circumstances pertaining to the relevant acts and events, and may take any factors into account that it deems relevant to the determination.this proxy statement.

~~Change in Control~~
The ~~ECP provides~~Board of Directors unanimously recommends that ~~upon a qualifying termination following a CIC, then~~ the ~~awards held by that recipient will vest, become immediately exercisable or payable and have all restrictions lifted. Both conditions must be met in order~~ shareholders votefor ~~vesting to accelerate automatically.~~
~~Unless otherwise specified or provided for in~~ the ~~award document, upon a qualifying termination following a CIC, for each performance award~~approval of the performance goals and any other performance-related conditions are deemed met at the target level, if any is specified in the award; if no target is specified, at the nominal or 100% level, if any is specified in the award; and if no target or nominal/100% level is specified, at the maximum level. Unless otherwise specified or provided for in the award document, in connection with any CIC, as to each performance award held by each participant where a qualifying termination does not occur upon or shortly after that event, the Committee shall determine whether or not performance relativeproposed amendments to the performance goals of outstanding performance awards reasonably can be measured at the end of the respective performance periods. If the Committee determines that such performance cannot reasonably be measured after the CIC occurs (a “Substantial CIC”), then for each affected performance award the performance goals and any other performance-related conditions shall be deemed met at the target level, if any is specifiedCharter as described in ~~the award; if no target is specified, at the nominal or 100% level, if any; and if no target or nominal/100% level is~~
specified in the award, at the maximum level. A Substantial CIC is deemed to have occurred, without determination by the Committee, if the company’s shares no longer are outstanding or listed on a national securities exchange or quotation system. Continuing-service conditions, and any other non-performance requirements, will not be affected by a Substantial CIC absent a qualifying termination.
Unless otherwise specified or provided for in the award document, the Board or Committee may require that all or specified groups of options and SARs outstanding when a Substantial CIC occurs be canceled at that time or as a consequence of that event. For any such award that is canceled the participant will be entitled to a cash payment of not less than the amount computed by subtracting the option price or base price (as applicable) per share from the fair value of the consideration to be received per share by the company’s common shareholders in connection with the Substantial CIC transaction. In such case the Board or Committee shall determine, in its discretion in good faith, the fair value of such consideration. Option and SAR awards which have a negative value, as so measured, may be canceled without payment.
Upon a qualifying termination following a CIC, unless otherwise specified or provided for in the award document, to the extent an award document or written plan procedures provide that retirement benefits or treatment apply only upon discretionary approval, such approval shall be deemed given; and, to the extent that such retirement benefits or

Item No. 2.
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treatment may be determined or varied in a discretionary manner, the standard or typical benefits or treatment shall be deemed approved. For this purpose, standard or typical benefits or treatment shall be determined by reference to the award document and/or written procedures or, if no such benefits or treatment is there specified, to the most recent participant retirement approved by the Committee or its delegate prior to the CIC which did not involve termination for cause or other misconduct. For purposes of the plan, a “termination of retirement waiver” which occurs with respect to a participant upon or following a
~~CIC shall not constitute the participant’s retirement but instead shall constitute a termination of employment by the company or employer, as applicable.~~
VOTE ITEM NO. 3—ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION

The terms of the agreement governing a CIC transaction, once approved by the Board and First Horizon’s shareholders, may allow, authorize, encourage, or require acceleration, settlement (cancellation with cash payment), substitution, or other treatment of outstanding awards supplemental to the provisions in the plan or in an award document.

~~Effect of Termination of Employment~~
The Committee has discretion to determine the terms and conditions that will apply to any outstanding award upon death, disability, retirement, or other termination of employment (as those terms may be defined under the ECP) of a participant, and those terms and conditions will be set forth in an award agreement, the procedures applicable to the award or otherwise in a written
form available to the participant at the time of grant. After grant, the Committee shall have the full power and authority to reduce or waive, in whole or part, conditions and requirements of an award related to employment or a termination of employment. The Committee may require concessions or agreements by the participant in exchange for such waivers.

~~Plan Amendment~~
The Board may amend, alter, modify, suspend, discontinue or terminate the ECP at any time, except that the Board may not amend the ECP in violation of any law. However, no such amendment may materially adversely affect the rights of any holder of an award that was granted prior to the date of such action, without the consent of such holder. In addition, the listing standards of the New York Stock Exchange, under which our stock is
listed, require certain amendments to equity compensation plans like the ECP to be approved by shareholders, and Section 162(m) of the Tax Code requires the plan to be submitted to shareholder approval at least every five years in order to optimize our ability to deduct amounts paid under options, SARs, and performance awards.

~~Federal Income Tax Consequences~~
The following is a summary of the current federal income tax treatment related to awards under the ECP. This summary is not intended to, and does not, provide or supplement tax advice to participants. Participants in the ECP are advised to consult with their own independent tax advisors with respect to the specific tax consequences that, in light of their particular circumstances, might arise in connection with their receipt of any awards under the ECP, including any state or local tax consequences and the effect, if any, of gift, estate and inheritance taxes.
A series of technical provisions with respect to certain awards involving deferred compensation were added to the ECP in 2007 in order to ensure the plan’s compliance with Section 409A of the Internal Revenue Code. For example, the ability of grantees of affected awards to accelerate payments was eliminated except as permitted by the regulations adopted under Section 409A. These technical provisions are all reflected in the copy of the ECP attached at Appendix A.

~~Options~~
No taxable income is realized by a participant upon the grant of an option under the ECP. Upon exercise of an option granted under the ECP, the participant would include in ordinary income an amount equal to the excess, if any, of the fair market value of the shares of common stock
issued to the participant pursuant to such exercise at the time of exercise over the purchase price. First Horizon would be entitled to a deduction on exercise of the option for the amount includible in the participant’s income.

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~~Restricted Stock~~
No taxable income is realized by a participant upon the award of restricted common stock. Prior to the lapse of restrictions on such shares, any dividends received on such shares will be treated as ordinary compensation income. Upon the lapse of restrictions, the participant would include in ordinary income the amount of the fair market value of the shares of common stock at the time the restrictions lapse.
Section 83(b) of the Tax Code allows participants to make an election (an “83(b) election”) within 30 days after receipt of restricted common stock to take into income in the year the restricted common stock is transferred by First Horizon to such participant an amount equal to the fair market value of the restricted common stock on the date of such transfer (as if the restricted stock were unrestricted). If such election is made, the participant (i) will have no taxable income at the time the restrictions actually lapse, (ii) will have a
capital gains holding period beginning on the transfer date and (iii) will have dividend income with respect to any dividends received on such shares. If the restricted common stock subject to the 83(b) election is subsequently forfeited, the participant is not entitled to a deduction or tax refund. First Horizon’s long-standing practice has been to prohibit participants from making 83(b) elections.
Any appreciation or depreciation in such shares from the time the restrictions lapse (or the effective date of the 83(b) election, if made) to their subsequent disposition should be taxed as a short-term or long-term gain or loss, as the case may be. First Horizon would be entitled to a federal income tax deduction for the year in which the participant realizes ordinary income with respect to the restricted common stock in an amount equal to such income.

~~Restricted Stock Units~~
No taxable income will be realized by a participant upon the grant of restricted stock units and no taxable income will be realized at the times the restricted stock units vest. At the time payment is made with respect to restricted stock units granted under the ECP, the participant will realize ordinary
income in an amount equal to the cash received or the fair market value of the shares of common stock received. First Horizon would be entitled to a deduction at the time of payment in an amount equal to such income.

~~Stock Appreciation Rights~~
A participant does not recognize ordinary income upon the receipt of a stock appreciation right under the ECP. Upon exercise of the SAR and receipt of cash or unrestricted stock, the participant would recognize ordinary income in an amount equal to
~~the payment received or the fair market value of the unrestricted stock. First Horizon would be entitled to a deduction at the time of payment in an amount equal to such income.~~

~~Plan Benefits~~
Outstanding awards under the ECP are not dependent upon approval of the ECP at the annual meeting, although many technical amendments are intended to apply retroactively if approved. Future benefits under the ECP are not currently determinable. The Summary Compensation Table beginning on page 70 and the Grants of Plan-Based Awards in 2015 table beginning on page 72 provide additional information regarding awards granted under the ECP during 2015.
Since the inception of the plan in 2003 through February 26, 2016, options to purchase shares of our common stock have been granted in the amounts listed below to the following individuals and groups: Mr. Jordan—1,868,693; Mr. Kisber—
801,756; Mr. Losch—340,049; Mr. Popwell—398,132; Mr. Valine—234,774; all current executive officers as a group—4,378,650; all current non-employee directors as a group–0; and all employees (not including executive officers) as a group—8,119,890. No nominee for director has been granted any options under the plan. The figures in this paragraph include all options ever granted under the plan to the listed individuals or groups, including options that were forfeited or expired unexercised after grant. In addition to options, restricted stock, restricted stock units and non-option performance awards have also been granted under the plan. The tables in the Recent Compensation and Director Compensation sections

39
~~of this proxy statement (beginning on pages 69 and 82, respectively) contain information about all the types of awards made under the plan during~~
~~2015 to our named executive officers and directors.~~

~~On this Vote Item No. 2, the Board of Directors unanimously recommends a vote FOR the approval of the ECP, as proposed to be amended and restated as described above.~~
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Vote Item No. 3—~~Approval of our Management Incentive Plan, As Proposed~~Advisory Resolution to ~~Be Amended and Restated~~
~~General~~
~~Plan Amendment History~~Approve Executive Compensation

The Management Incentive Plan was first adopted by the Board of Directors and approved by our shareholders in 2002, originally with a ten-year term. The plan authorized the grant of one-year performance awards. Each award was an annual bonus opportunity so that, in practical effect, the plan was an annual bonus plan for executives. Our intention was for awards under the plan to qualify as tax-deductible “performance-based compensation” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Tax Code”), and the plan incorporated restrictions governed by that section. The plan was re-approved by the shareholders at the 2007
annual meeting in conformity with the requirements of Section 162(m) and, with a number of amendments, in 2012. The 2012 amendments, among other things, removed the ten-year expiration date, allowed performance periods to cover less than a full fiscal year, explicitly allowed awards not qualified under Section 162(m) of the Tax Code, and generally updated the plan.
~~Throughout this vote item, the Management Incentive Plan will be referred to as the “MIP” or as the “plan.” The MIP as amended is attached to this proxy statement as Appendix B.~~

~~Key 2016 Amendments~~
~~The MIP is being submitted to shareholders for approval in its entirety and has been updated. Most but not all of the changes are technical, mostly related to administrative and compliance matters.~~
~~Key substantive amendments~~
• ~~Modify the definition of a “change in control” (CIC) so that consummation of an asset sale, rather than shareholder approval, is the triggering event. (Sec. 2.1)~~
• ~~Add clarifications to the list of approved performance measures for 162(m)-qualified awards. (Sec. 2.1)~~
~~Key technical amendments~~
In various sections, enhance the plan’s provisions for the authority of the Compensation Committee (which administers the plan) to exercise discretion in determining the amount to be paid with respect to an award under the plan. Among other things, make explicit the Committee’s authority to establish supplemental performance measures and goals to guide or inform the Committee’s exercise of discretion.
(The Committee used supplemental measures and goals as part of the exercise of its discretion in calculating bonuses under the MIP for 2015; see the Compensation Discussion & Analysis section of this proxy statement starting on page 55 for additional information.)
• ~~In various sections, clarify and harmonize outcomes related to retirement, including retirement mandated by our Bylaws, similar to changes made to the ECP.~~
• Make explicit that with respect to a termination without cause in the context of a CIC event, the supplemental performance measures and targets established by the Committee, if any, will be used to determine the payout to plan participants. (Sec. 6.2(c)(iv))
• ~~Enhance the forfeiture and clawback provisions, similar to changes made to the ECP. (Sec. 6.3)~~
The maximum limits on MIP awards per person per year (Sec. 5.3) have not been changed. The MIP provides no authority to issue shares of our stock, but continues to allow coordination of MIP incentive awards with the grant of equity-based awards under the ECP.

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~~Effects of and Reasons for Approval; Effects of Non-Approval~~
Under this vote item, shareholders are being asked to approve the MIP as amended. This action approves all amendments to the MIP, including the key amendments noted above, and re-approves the MIP in its entirety.
The Board of Directors believes that annual and other short-term incentive awards provide an essential tool that helps the company attract and retain outstanding employees and motivate them to cause the company to succeed. Whereas the ECP primarily is devoted to longer-term awards and encompasses non-performance equity awards, the MIP is devoted entirely to performance awards covering performance periods of one year or less. Short-term awards by their nature allow the Compensation Committee the flexibility to structure awards to focus management attention on matters of immediate or near-term importance. At the same time the MIP requires the Committee to establish specific goals and to measure actual performance against them at the end of each period. The purposes of the amendments to the MIP are to renew and update the MIP to reflect current practices, both by other companies and by our Compensation Committee, and to anticipate future needs.
Approval will extend and fully optimize our ability to deduct for tax purposes the cost of qualified awards provided under or in connection with the MIP. Current tax regulations under Section 162(m) of the Tax Code provide that First Horizon’s shareholders must re-approve the MIP at least every five years in order to maximize our ability to deduct for tax purposes the cost of those awards. Shareholders last approved the MIP in its entirety at the 2012 annual meeting of shareholders. Re-approval of the plan in its entirety, as amended, at the 2016 annual meeting will ensure that First Horizon’s ability to deduct for tax purposes the cost of qualified awards under the plan is optimized.
If the shareholders approve this vote item at the 2016 annual meeting, the plan amendments will take effect for the 2016 fiscal year commencing on January 1, 2016; awards made earlier this year will be subject to the amended MIP provisions. If the shareholders do not approve this vote item, the plan as in effect prior to the key amendments discussed above will remain effective. Awards made earlier this year would remain outstanding under the plan’s old terms.

~~Material Features of the MIP, As Amended~~
~~The following is a summary of the material features of the MIP, as it is proposed to be amended and restated as described above. This~~
~~summary and the above text are qualified in their entirety by reference to the complete text of the MIP, attached as Appendix B.~~

~~Purpose and Effectiveness~~
The MIP took effect as of January 1, 2002. The purpose of the plan is to provide a framework for the company to offer incentive opportunities to key executives to encourage and reward desired performance on specific financial or other measures that will further the company’s growth, development and financial success and to enhance
our ability to maintain a competitive position in attracting and retaining qualified key personnel to contribute materially to the company’s success. In addition, the plan is designed to provide a platform through which certain awards can be established and paid to eligible employees that are tax deductible under Section 162(m) of the Tax Code.

~~Plan Administration~~
The plan is administered by a committee designated by the Board, which is composed of at least two directors who are “non-employee directors” as defined for securities law purposes and two directors who are “outside directors” as defined for purposes of the Tax Code. The Board has designated the Compensation Committee as the committee for the MIP. See “The Compensation Committee—In General” beginning on page 15 for additional information concerning the qualifications of Committee members in relation to the plan. Throughout the rest of this vote item,
the Compensation Committee is referred to simply as the “Committee.” The Committee has full authority to interpret the plan, adopt rules and regulations for administration of the plan, subject to certain exceptions, select participants eligible to receive awards under the plan and the performance measures to be used for purposes of setting performance goals under the plan, establish performance goals and award amounts (as those terms are defined in the plan), and determine the extent to which the company and the participants have achieved the goals applicable to them.

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~~Eligibility and Participation~~
Employees of First Horizon or any of its subsidiaries are eligible to be selected for participation in the MIP. Currently, all 14 members of our executive management committee have been selected for participation in the plan for calendar year 2016, including most of our 9 current executive officers and all of the individuals named in the Summary Compensation Table. Plan participants may be deemed to be “covered officers” for purposes of Section 162(m) of the Tax Code. The term “covered officer” means (a) any individual who, with respect to First Horizon’s previous tax year, was a “covered employee” of the company within the meaning of Tax Code Section 162(m), excluding any such individual whom the Committee, by express action in its discretion, determines should not be treated as a
covered officer due to a reasonable expectation that the individual will not be a “covered employee” with respect to First Horizon’s current tax year and (b) any individual who was not a “covered employee” under Tax Code Section 162(m) for First Horizon’s previous tax year but whom the Committee, by express action in its discretion, determines should be treated as a covered officer due to a reasonable expectation or a substantial possibility that the individual will or could be a “covered employee” with respect to First Horizon’s current tax year or with respect to a tax year of First Horizon in which any applicable award will be paid. The Committee establishes a participant’s status as a covered officer or the absence of that status at the time each “qualified award” (as defined below) is established.

~~Awards~~
Awards made under the plan are either “qualified awards” or “non-qualified awards.” Awards that are established and paid to eligible employees that are fully tax deductible under, and that adhere to the restrictions of, Section 162(m) of the Tax Code are called “qualified awards” under the MIP. A “non-qualified award” under the plan is one that complies with the MIP’s requirements but need not conform to the requirements for deductibility under Section 162(m) of the Tax Code. Each award to a covered officer will be treated as a qualified award unless the Committee determines that it, or a portion of it, will be treated as a non-qualified award. Each award to a participant who is not a covered officer will be treated as a non-qualified award unless the Committee determines that the award, or a specified portion thereof, will be treated as a qualified award. The treatment of each award as provided in the previous two sentences will be established, and any related
Committee determinations will be made, at the time the award is made and may not be changed thereafter. A covered officer may receive both a qualified award and a non-qualified award with respect to the same performance period. In that case the performance and other mechanisms of the two awards may not operate so that a diminishment of the qualified award necessarily and correspondingly results in the enlargement of the non-qualified award, and vice-versa. If a qualified award contains any provision or term that, if effective, would disqualify that award from conforming to the requirements for deductibility under Section 162(m), that disqualifying provision or term will be ineffective and ignored in the operation of that award. In any such case, after discovery of an actual or potentially disqualifying provision or term the Committee may, in its sole discretion, cancel the award rather than allow the award to continue as a qualified award.

~~Performance Measures and Award Amounts~~
For each award under the plan, the Committee will designate performance measures. The term “performance measures” means one or more, or any combination, of the following financial performance measures for First Horizon or any subsidiary, operating unit, division, line of business, reporting segment, department, team or business unit thereof, or for any other company or group of other companies identified by the Committee or any segment, subsidiary, or other subdivision of such other company(ies): stock price, dividends, total shareholder return, earnings per share, market capitalization, book value, revenues,
expenses, assets, loans, deposits, liabilities, shareholder equity, regulatory capital, noninterest income, net interest income, fee income, operating income before or after taxes, net income before or after taxes, economic profit, return on assets, return on equity, return on capital, risk-adjusted return on capital, net interest income, cash flow, credit quality, service quality, market share, customer retention, efficiency ratio, liquidity, strategic business objectives consisting of one or more objectives based on meeting business expansion or contraction goals, and other goals relating to acquisitions or divestitures or openings

43
or closures. Any performance measures may provide for adjustment to include or exclude actual or hypothetical items or amounts and may provide for artificial increase or decrease by amounts or percentages selected by the Committee, and any such adjusted or altered measure shall be a “performance measure.” The term “performance measures” also includes any component or any combination of components of any measure; examples include Tier 1 regulatory capital, tax expense, non-recurring expenses, provision expense, east Tennessee pre-tax income in the regional banking segment, wealth management revenue, and tangible assets. Any such performance measures may be used for financial reporting purposes, for internal or management purposes, or for any purpose of the plan created or defined by the Committee. Any such measures based on balance sheet or similar data may be measured at period-end or on an average or other basis as specified by the Committee. A specific performance measure may be combined with any one or more other measures by addition, subtraction, multiplication, division, or other arithmetic means, or by any combination of such operations, as specified by the Committee, and the result of the combination shall be a performance measure. In the case of awards to participants other than covered officers only, the term “performance measures” also means any other performance criteria established by the Committee, including personal plan goals. Personal plan goals are individual performance goals to be achieved by a participant that are not based on quantitative or objective corporate performance. Personal plan goals are recommended or established by First Horizon’s CEO and approved or reviewed (subject to rejection) by the Committee.
The performance period for an award may be a full fiscal year or a portion of a year. The Committee must establish in writing the performance goals for the selected performance measures applicable to a performance period. The Committee may also establish supplemental performance goals for the sole purpose of guiding or informing its exercise of discretion, either positive or negative, in determining the amount to be paid for an award. A supplemental performance goal may be based on one or more supplemental performance measures and any other factors which the Committee determines to be appropriate. The Committee may expressly establish threshold, target and maximum performance levels and amounts with respect to the performance goals, including any supplemental performance goals, selected by the Committee.
~~A qualified award is earned, paid, vested or otherwise deliverable upon completion of the performance period only if the performance goals~~
are attained and the applicable employment requirement is satisfied (see “Termination of Employment” below). For a qualified award, non-qualified performance measures and goals may be used only as supplemental performance measures and goals to guide or inform the exercise of negative discretion. Unless otherwise specified by the Committee, the amount payable pursuant to an award will be based on a specified percentage of the participant’s compensation, as determined by the Committee, with the target amount set for attaining 100% of the performance level (as applicable) of the performance goal for any performance period. If an award is established without specifying a target level of performance and without providing for an increased payment for achievement above 100% performance, then the target amount is the maximum amount. With respect to qualified awards, if the threshold level of performance is not achieved, no award will be paid. Awards to covered officers under the plan are subject to the following limitations: the maximum amount payable under any single qualified award to a covered officer cannot exceed $4 million, and the aggregate amount paid for all awards granted under the plan to any covered officer in respect of any fiscal year cannot exceed $4 million. Awards under the ECP that are driven by awards under the MIP will be included in applying the MIP limits.
The Committee may reduce or eliminate a participant’s award that would have been otherwise paid. Discretionary reduction may be made for any reason, including assessment of performance relative to personal plan goals and other non-quantitative factors. However, the Committee has no discretion to increase the amount payable to any covered officer pursuant to a qualified award in a manner inconsistent with the requirements for qualified performance-based compensation under Tax Code Section 162(m).
The MIP allows the Committee a wide range of choices in how to establish awards. The Committee’s practices under the MIP have evolved since the plan’s inception as industry practices and the company’s circumstances have evolved, and that evolution is expected to continue. As an illustration of that flexibility, since 2011 the Committee has established a maximum MIP bonus opportunity per person based on qualified performance measures and goals. Subject to the maximum, the Committee has exercised negative discretion using a bonus calculation grid, based on supplemental performance measures and goals, as a guide. Individual bonuses have been determined by applying a corporate rating, subject to potential adjustments for various factors, along with an individual rating for individual target bonus levels

44
~~set for each plan participant. The calculation of bonus awards for the named executive officers under the MIP for 2015 is discussed in detail on~~
~~pages 63-65 of the Compensation Discussion & Analysis portion of this proxy statement.~~

~~Denomination and Payment of Awards~~
Awards under the MIP may be denominated in cash, in equity units which may be settled only in cash, in shares of our common stock, in equity-based awards under another plan (which may be paid or settled in cash or in our common stock), or in any combination. An award may be denominated in one or more units while paid in one or more other units. Awards may be paid in cash, cash-settled equity units, or equity awards under the company’s other compensation plans. Shares of our common stock may not be issued or paid in respect of any awards pursuant to the MIP; shares may be issued or paid only pursuant to another of First Horizon’s plans, such as the ECP. If an award is denominated in cash, the cash amount is used to apply the $4 million limits
described above even if the award is paid in equity awards under another plan. If the award is denominated in equity awards under another plan, its dollar value (for purposes of the $4 million limits) generally is measured at the end of the performance period. In either case, the actual final payout could exceed $4 million if the value of our common stock rises between the time value is measured and the time of final payment (which could be several years later). Conversion from cash to our common stock is valued at the end of the performance period unless the Committee chooses otherwise when the award is made. The Committee may require deferral of payment of any award.

~~Forfeiture and Clawback~~
Each award is subject to forfeiture prior to payment, and to reimbursement or other recovery of paid or delivered cash or other benefits (“clawback”), to the extent provided in or required by the plan, First Horizon’s compensation recovery policy (“Clawback Policy”), applicable laws or regulations, or additional forfeiture and/or clawback provisions imposed by the Committee. The Committee or the Board may amend the substance of any or all forfeiture or clawback provisions in the plan, or in any unpaid award, as the Committee or the Board determine to be appropriate. The Committee or the Board may move any or all forfeiture or clawback provisions from the plan to the Clawback Policy for administrative convenience or in order to facilitate compliance with regulatory or reporting requirements.
An amendment to the forfeiture or clawback provisions of the plan or to the Clawback Policy will not apply retroactively to any then-outstanding award unless explicitly so provided in such amendment or the action adopting such
amendment. The plan, the Clawback Policy, or an award may provide for forfeiture or clawback based on, or triggered by, a restatement or other correction of financial results used to determine the amount paid for the award. In such cases forfeiture or clawback may be absolute, or the amount paid may be merely re-determined based on the corrected information.
The company reserves the right, and in certain cases may have the legal duty, to cause or seek the forfeiture of all or any portion of any award held by any participant, and/or the clawback from any participant to the company of all or any portion of any award paid (including any award earned and deferred) to the participant, for any award where the Board or the Committee concludes in good faith that the participant engaged in fraud or other intentional, knowing, or willful misconduct in connection with the performance of his or her duties as an officer or employee of the company or of any of its subsidiaries.

~~Termination of Employment and Change in Control~~
If a participant’s employment is terminated due to the early retirement, retirement, death or disability of the participant, the participant (or his beneficiary, as the case may be) will nonetheless receive payment of his or her outstanding awards under the plan, if any, after the close of the performance period based upon the performance
goals actually attained by the company for the performance period. Any such award may be paid in full or may be prorated based on the number of full months which have elapsed in the performance period as of the date of the participant’s termination of employment, at the discretion of the Committee.

45
If a participant’s employment with the company is terminated for any reason other than early retirement, retirement, death or disability after the last day of a performance period but before the payment date, the participant (or his beneficiary, as the case may be) will forfeit all rights to any earned but unpaid awards for that performance period under the plan. However, that the Committee may authorize a full or partial payment of any earned but unpaid awards under the plan.
If the terms of any agreement entered into by the company and a participant govern the payment of any award under the MIP following a CIC, then the payment of that award is governed by the terms and conditions of that agreement and not by the MIP.
If the payment of any award granted under the MIP following a CIC is not otherwise provided for by the terms of an agreement between the company and a participant, then the payment of that award following a CIC is governed by the following: If a participant’s employment is terminated other than for cause by the company or its successor during a performance period in which there was a CIC, the participant receives a payment equal to (a) the supplemental target amount (or, if no supplemental target or maximum amount has been established, the target amount) the participant would have received for the performance period if the participant’s employment with the company is terminated during a performance period in which there has been a CIC, (b) prorated based on the number of full months elapsed in the performance period as of the date of such termination of employment. If a participant’s employment is terminated other than for cause by the company or its successor following a performance period in which there was a CIC, but before the payment date for that performance period, the participant will receive the full amount of any award earned but not yet paid for that performance period. Determination of any such “full amount” shall be consistent with determinations made for awards to other participants using the same performance period and performance goals, except that negative discretion may not be employed regarding the
terminated participant based on any personal factors, including personal plan goals. Under the plan, “cause” means a participant’s conviction of, or plea of guilty or nolo contendere (or similar plea) to, a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking, embezzlement, bribery, forgery, counterfeiting, or extortion, a felony charge, or similar charges; a participant’s engagement in any conduct which constitutes an employment disqualification under applicable law (including statutory disqualification as defined under the Securities and Exchange Act of 1934); a participant’s failure to perform his or her duties to the company; a participant’s violation of any securities or commodities laws, any rules or regulations issued pursuant to such laws, or the rules and regulations of any securities or commodities exchange or association of which First Horizon is a member; a participant’s violation of any policy of First Horizon concerning hedging or confidential or proprietary information, or a participant’s material violation of any other policy of the company; a participant’s engagement in any act or making of any statement which impairs, impugns, denigrates, disparages or negatively reflects upon the name, reputation or business interests of the company; or a participant’s engagement in any conduct detrimental to the company. The determination as to whether a cause has occurred shall be made by the Committee in its sole discretion. The Committee has the authority to waive the consequences under the plan or any award of the existence or occurrence of any of the events, acts or omissions constituting cause.
The Committee in its discretion may explicitly provide that a CIC occurring during an award’s performance period will result, in lieu of the foregoing, in the award being unaffected by the plan’s standard provisions discussed above, being cancelled (with or without a payment in lieu of the award), or being paid in an amount less than that provided in the foregoing provisions. This discretion may be exercised as to an award only before or at the time the award is made and not afterward.

~~Amendment and Termination of the Plan~~
The Board may terminate or suspend the MIP, in whole or in part, at any time. At any time and from time to time, subject to the applicable shareholder approval requirements of Section 162(m) of the Tax Code, the Board may amend or modify the plan. Except as otherwise provided in the plan, no such amendment, modification, suspension or
termination will materially and adversely affect the substantive rights of any participant under any award previously earned but not yet paid to that participant without the consent of that participant. In the event of a termination, in whole or in part, of the plan, the Committee may in its sole discretion direct the payment to participants of any

46
amount payable under the plan and not yet paid out, prior to the payment date, and in a lump sum or installments as prescribed by the Committee with respect to each such participant; provided, however, such payments shall in all events be made within the period permissible for short-term deferrals under Tax Code regulations. Notwithstanding the foregoing, any such payment
to a covered officer must be discounted to reflect the present value of such payment using a rate equal to the discount rate in effect under First Horizon’s Pension Plan on the date of such payment. The Board may at any time and from time to time delegate to the Committee any or all of its authority described in this paragraph to the extent permitted by applicable law.

~~Plan Benefits~~
~~Outstanding awards under the MIP are not dependent upon approval of the MIP at the annual meeting, although many technical amendments are intended to apply retroactively if approved.~~
~~Future benefits under the MIP are not currently determinable. The Summary Compensation Table beginning on page 70 provides additional information regarding amounts paid under the MIP during 2015.~~

~~On this Vote Item No. 3, the Board of Directors unanimously recommends a vote FOR the approval of the MIP, as proposed to be amended and restated.~~
~~Equity Compensation Plan Information~~
The following table provides information as of December 31, 2015 with respect to shares of our common stock that may be issued under our existing equity compensation plans, including the following plans:
• ~~1990 Stock Option Plan (“1990 Plan”)~~
• ~~1995 & 1997 Employee Stock Option Plans (“1995 Plan” and “1997 Plan,” respectively)~~
• ~~Equity Compensation Plan (“ECP”)~~
• ~~2000 Non-employee Directors’ Deferred Compensation Stock Option Plan (“Directors’ Plan”)~~
• ~~1995 Non-employee Directors’ Deferred Compensation Stock Option Plan (“1995 Directors’ Plan”)~~
• ~~1991, 1996, and 2002 Bank Director and Advisory Board Member Deferral Plans (“Advisory Board Plans”)~~
Of the 7,519,727 compensatory options outstanding at December 31, 2015, approximately 38% were issued in connection with employee and director cash deferral elections. We received over many years a total of approximately $9.4 million in employee cash deferrals and $1.8 million in non-
employee director and advisory board retainer and meeting fee deferrals related to outstanding deferral options. The opportunity to defer portions of compensation in exchange for options has not been offered to employees, directors or advisory board members with respect to compensation earned at any time since January 1, 2005.
The following table includes information with respect to shares subject to outstanding options granted under equity compensation plans that are no longer in effect. Currently, all plans listed above other than the ECP have expired. Footnotes (2) and (5) to the table set forth the total number of shares of our common stock issuable upon the exercise of options under the expired plans as of December 31, 2015. No additional options may be granted under those expired plans.
The numbers of shares covered by stock options, and the option prices, reported in the following table have been adjusted proportionately to reflect the estimated economic effects of dividends distributed in common stock effective October 1, 2008 through January 1, 2011. The cumulative compound adjustment factor related to those dividends is 20.038%.

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~~Equity Compensation Plan Information~~
A B C
Plan Category Number of
Securities to be
Issued upon
Exercise of
Outstanding
Options
Weighted
Average
Exercise Price
of
Outstanding
Options
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in Col. A)
Equity Compensation Plans Approved by Shareowners (1) 4,363,444 (2) $12.038 7,326,277 (3)
Equity Compensation Plans Not Approved by Shareowners (4) 3,156,283 (5) $24.111 —
Total 7,519,727 $17.105 7,326,277
~~(1)~~ ~~Consists of the Directors’ Plan, 1995 Directors’ Plan, 1995 Plan, 1990 Plan, and the ECP.~~
~~(2)~~ Includes 457,523 outstanding options issued in connection with employee and non-employee director cash deferrals of approximately $1.8 million. Also includes information for equity compensation plans that have expired. The Directors’ Plan, the 1995 Directors’ Plan, the 1995 Plan and the 1990 Plan were approved by shareholders in 2000, 1995, 1995, and 1990, respectively. The plans expired in 2007, 1999, 2005, and 2000, respectively. As of December 31, 2015, a total of 539,617 shares of FHN common stock were issuable upon the exercise of outstanding options under these expired plans. No additional options may be granted under these expired plans.
~~(3)~~ ~~As of December 31, 2015, an aggregate of 7,326,277 shares were available for awards other than options under the ECP.~~
~~(4)~~ ~~Consists of the 1997 Plan and the Advisory Board Plans.~~
~~(5)~~ Includes 2,422,627 outstanding options issued in connection with employee and advisory board cash deferrals of approximately $9.4 million. All equity compensation plans reported in this note have expired or terminated. The 1997 Plan, the 1996 Bank Director and Advisory Board Member Deferral Plan, and the 1991 Bank Director and Advisory Board Member Deferral Plan expired in 2007, 2002, and 1997, respectively, and the 2002 Bank Director and Advisory Board Member Deferral Plan was terminated in 2005. As of December 31, 2015, a total of 3,156,283 shares of FHN common stock were issuable upon the exercise of outstanding options under these expired or terminated plans. No additional options may be granted under these expired or terminated plans.
In the table, column C shows the number of shares available for future award grants under the plans indicated at December 31, 2015, assuming eventual full exercise or issuance of all shares covered by awards outstanding on that date. Shares covered by outstanding options are shown in column A. In total, 4,201,029 shares are covered by outstanding awards other than options, including 4,006,970 under plans approved by shareowners and 194,059 under plans not approved by shareowners.
~~Description of Equity Compensation Plans Not Approved by Shareholders~~
~~The 1997 Plan~~
~~The 1997 Plan was adopted by the Board of Directors in 1996 and expired in 2007. The 1997 Plan provided for granting of nonqualified stock options.~~
Options were granted under the 1997 Plan prior to its expiration to substantially all our then-current employees pursuant to our former FirstShare and management option programs. The FirstShare program was a broad-based employee plan, where all employees (except management level employees) received a stock option award annually. Grants were last made under the FirstShare program in 2006. Terms of the FirstShare options included vesting 100 percent after three years and a term of 10 years.
Management level employees received annual stock option awards under the 1997 Plan pursuant to the management option program. Terms of the management options included vesting 50 percent after 3 years and 50 percent after 4 years, unless a specified stock price is achieved within the 3 year period, and a term of 7 years. In addition to the above, prior to 2005 certain employees could elect to defer a portion of their annual compensation into stock options under the 1997 Plan. These options vested after 6 months and have a term of 20 years. The options vest on an accelerated basis in the event of a change in control of First Horizon. All options granted under the 1997 Plan, except deferral options, had an exercise price equal to the fair market value on the date of grant. Under our former deferred

48
compensation stock option program, the option price per share was less than 100 percent of the fair market value of the share at the time the option is granted if the employee had entered into an agreement with us to receive a stock option grant in lieu of compensation and the amount of compensation foregone when added to the cash exercise price of the options was at least the fair market value of the shares on the date of grant. The deferred compensation stock option program has not been effective since January 2005.
As of December 31, 2015, options covering 3,125,407 shares of our common stock were outstanding under the 1997 Plan, no shares remained available for future option grants, and options covering 20,509,043 shares had been exercised during the life of the plan. Of the options outstanding under the 1997 Plan, approximately 77% were issued in connection with employee cash deferral elections. We received approximately $9.0 million in cash deferrals to offset a portion of the exercise price. The 1997 Plan was filed most recently as Exhibit 10.2(d) in our Form 10-Q for the quarter ended June 30, 2009.
~~The Advisory Board Plans~~
~~The Advisory Board Plans were adopted by the Board of Directors in 2001, 1996, and 1991. The 2002 Advisory Board Plan was terminated in 2005,~~
~~and the 1996 and 1991 plans expired in 2002 and 1997, respectively.~~
Options granted under the Advisory Board Plans were granted only to regional and advisory board members, or to directors of certain bank affiliates, in any case who were not employees. The options were granted in lieu of the participants receiving retainers or attendance fees for bank board and advisory board meetings. The number of shares subject to grant equaled the amount of fees/retainers earned divided by one half of the fair market value of one share of common stock on the date of the option grant. The exercise price plus the amount of fees foregone equaled the fair market value of the stock on the date of the grant. The options were vested at the grant date. Those granted on or prior to January 2, 2004 had a term of 20 years, while those granted on or after July 1, 2004 had a term of 10 years.
As of December 31, 2015, options covering 30,876 shares of our common stock were outstanding under the Advisory Board Plans, zero shares remained available for future option grants, and options covering 220,543 shares had been exercised during the life of the plans.
~~The Advisory Board Plans were included as Exhibits 10.1(f), 10.1(g), and 10.1(h) to our Form 10-Q for the quarter ended June 30, 2009.~~

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~~Vote Item No. 4—Advisory Resolution to Approve Executive Compensation~~
First Horizon’s executive compensation program received solid shareholder support last year and was approved, on an advisory basis, by ~~94.1%~~95.2% of the votes cast at the ~~2015~~2017 annual meeting. In accordance with SEC rules, we are again seeking a vote from our shareholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement. Highlights of our corporate performance in
~~in 2015~~2017 and the ways in which we link executive compensation to long-term performance are discussed below. The Compensation Discussion & Analysis beginning on page 5543 of this proxy statement provides a detailed discussion of ~~2015~~2017 compensation for our executive officers and related matters. We encourage you to review closely both that section and the tabular disclosure that follows it.

~~2015~~2017 Corporate Performance and Compensation Outcomes

Our strategic and operating results in ~~2015~~2017 were ~~excellent~~outstanding. We completed three acquisitions—of Capital Bank, Coastal Securities and Professional Mortgage Company, becoming the fourth largest regional bank in ~~a difficult environment. Consolidated earnings per share available to common shareholders (EPS) for~~ the ~~last three quarters of 2015 were 22, 25~~Southeast with $41 billion in total assets and ~~20 cents per share. The settlement of a legacy mortgage litigation matter in first quarter substantially impacted earnings, resulting in EPS that quarter of negative 33 cents per share.~~more than 800,000 customers. Compared with 2016, consolidated revenues increased by 4%, while net interest income was up 16%. In ~~2015~~2017 we increased our per share common dividend rate by ~~20%~~29%, to 2436 cents per ~~year. In 2016,~~year, and we increased it again in early 2018 by 33% to ~~28 cents. Total shareholder return (TSR) for 2015 was 8.68%, our fourth consecutive year of positive TSR.~~48 cents per year.

Underlying our results were solid achievements in our core businesses of regional banking and fixed ~~income. Regional bank~~income in 2017. Fixed income average daily revenue was approximately $696 thousand. Compared with 2016, regional banking pre-tax income increased by 36%, and average loans and average deposits were up ~~15% overall compared to 2014; non-performing loans fell significantly to 0.36% of the total;~~13% and net interest income rose 9% for the year. Commercial lending growth was especially strong. We expanded our presence in our Mid-Atlantic banking region, acquiring TrustAtlantic Bank based in Raleigh, North Carolina. For each quarter of 2015, average daily revenues from product trading in our fixed income business improved from the year before. Fixed income noninterest income was up 14% in 2015.11%, respectively. We continued to discipline our deployment of resources based on economic profit
(EP) principles and
risk-adjusted return on capital analytics. ~~These concepts have been applied to individual products throughout the company.~~
Overall net income for the year was below our plan. The litigation settlement in April was a significant driver of the shortfall. Further, our plan for the year included significant additional net interest income from multiple Federal Funds increases in 2015 thereby expanding our net interest margin. While the Federal Funds rate was increased in December, our net interest margin for 2015 was not impacted in a material way due to the late timing in the year. A significant portion of the benefit that would have been realized from rate increases that did not materialize in 2015 was offset by aggressively managing our net interest spreads and very strong loan growth across our commercial and consumer banking businesses.

The Compensation Committee ~~used~~took these ~~outcomes~~achievements and results into account in executive compensation decisions, as examined in more detail in the Compensation Discussion & Analysis section of this proxy statement. Of particular note, core segment pre-tax income was a major driver of 2015 bonus outcomes. See “Annual MIP Bonus” beginning on page 63 for additional information.

~~Alignment with Long-Term Performance~~
decisions. Our compensation policies and ~~philosophies~~practices are designed to align the interests of all of our employees, including our executives, with the interests of our shareholders. We seek to attract, retain, incent, and reward individuals who contribute to the long-term success of the company.
Key practices linking performance to compensation ~~include:~~
• ~~Heavy weighting of performance-based, and of stock-based, awards.~~ For our CEO, goal-based performance pay elements in 2015 represented 55% of his total compensation opportunity, measured at target. For most other named executives, the goal-based performance portion represented about 40%. 44% of our CEO’s pay was linked directly to our stock price; for other NEOs, stock-linked pay ranged from 31% to

50
~~40%. See “Relative Sizing & Mix” beginning on page 61 below for details.~~
• Share Retention Requirement. Our stock ownership guidelines extend the effective time horizon of the stock awards substantially. They require that executives hold 50% of their net after-tax shares from awards until retirement
~~after multiple-of-salary minimum ownership levels are attained. For an executive holding less than the guideline minimum, the requirement is 75%.~~
include significant weighting of pay mix in favor of awards at risk for financial or market performance, meaningful share retention requirements for executives, and correlation of the payouts of financial performance awards with total returns to our shareholders. Details regarding these practices and their effects are discussed throughout the Compensation Discussion & Analysis section of this proxy statement beginning on page ~~55 of this proxy statement.~~43.

“Say on Pay” Resolution

Under Section 14A of the Securities Exchange Act, our shareholders are entitled to an advisory vote on the compensation of our named executive officers as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion & Analysis, compensation tables and the related material. This advisory vote, commonly known as a “say on pay” proposal, gives our shareholders the opportunity to endorse or not endorse our executive pay program. At the ~~2011~~2017 annual meeting, our shareholders had the opportunity to cast an advisory vote on how frequently we should hold a “say on pay” vote. The Board recommended and the shareholders approved an annual frequency for
the “say on pay” vote, and the Board subsequently determined that we would in fact conduct a “say on pay” vote at each annual meeting.

We believe that the information we have provided in the Compensation Discussion & Analysis, the executive compensation tables and the related disclosure contained in this proxy statement demonstrates that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our shareholders’ interests to support
the long-term success of First Horizon. Accordingly, the Board of Directors unanimously

38
VOTE ITEM NO. 3—ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION
recommends that you vote in favor of the following resolution:

“RESOLVED, that the holders of the common stock of First Horizon National Corporation (“Company”) approve, on an advisory basis, the compensation of the Company’s executive officers named in the Summary Compensation Table of the Company’s proxy statement for the ~~2016~~2018 annual meeting of shareholders as such compensation is disclosed in such proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the
Compensation Discussion & Analysis, the executive compensation tables and the related disclosure contained in the proxy statement.”

Because your vote is advisory, it will not be binding upon the Board, and the vote on this item will not be construed as overruling a Board decision or as creating or implying any additional fiduciary duty by the Board. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

The Board of Directors unanimously recommends that the shareholders votefor Item No. 4.
3.
51 39
VOTE ITEM NO. 4—RATIFICATION OF APPOINTMENT OF AUDITORS
Vote Item No. 5—4—Ratification of Appointment of Auditors

Appointment of Auditors for ~~2016~~2018

KPMG LLP audited our annual consolidated financial statements for the year ~~2015.~~2017. The Audit Committee has appointed KPMG LLP to be our auditors for the year ~~2016.~~2018. Although not required by law, regulation or the rules of the New York Stock Exchange, the Board has determined, as a matter of good corporate governance and consistent with past practice, to submit to the shareholders as Vote Item No. 54 the ratification of KPMG LLP’s appointment as our auditors for the year ~~2016,~~2018, with the recommendation that the
shareholders vote for Item No. 5.4. Representatives of KPMG LLP are expected to be present at the annual meeting of shareholders with the opportunity to make a statement and to respond to appropriate questions. The ~~2015~~2017 engagement letter with KPMG LLP was subject to alternative dispute resolution procedures. If the shareholders do not vote to ratify KPMG LLP’s appointment as our auditors for the year ~~2016,~~2018, the Board of Directors will consider what course of action would be appropriate.

Fees Billed to Us by Auditors during ~~2014~~2016 and ~~2015~~2017

The table below and the paragraphs following it provide information regarding the fees billed to us by KPMG LLP during ~~2014~~2016 and ~~2015~~2017 for services
rendered in the categories of audit fees, audit-related fees, tax fees and all other fees.

2014 2015 2016 2017
Audit Fees $1,617,000 $2,045,000 $ 1,991,000 $ 2,871,230
Audit-Related Fees 273,500 276,500 268,500 287,898
Tax Fees 0 0 95,000 190,000
All Other Fees 161,850 0 0 0
Total $2,052,350 $2,321,500 $ 2,354,500 $ 3,449,128

Audit Fees. Represents the aggregate fees billed to us by KPMG LLP for professional services rendered for the audit of our consolidated financial statements, including the audit of internal controls over financial reporting, and review of our quarterly financial statements or for services that are normally provided by KPMG LLP in connection with statutory and regulatory filings or engagements, including registration statements and ~~offerings.~~offerings, and acquisition-related audit procedures.

Audit-Related Fees. Represents the aggregate fees billed to us by KPMG LLP for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and that are not reported under “Audit Fees” above. The amount for both years consists of fees for audits of
subsidiaries, compliance attestation and other
procedures and reports on controls placed in operation and tests of operating effectiveness.

Tax Fees. Represents the aggregate fees, if any, billed to us by KPMG LLP for professional services for tax compliance, tax advice, and tax planning. The amounts for 2016 and 2017 consist of fees for assistance with tax research and tax consulting services.

All Other Fees. Represents the aggregate fees (if any) billed to us by KPMG LLP for ~~professional~~products and services ~~related to regulatory reporting.~~other than those reported under the three preceding paragraphs.

None of the services provided to us by KPMG LLP and described in the paragraphs entitled “Audit-Related Fees,” “Tax Fees” and “All Other Fees” above were approved pursuant to the de minimis exception of SEC Rule 2-01(c)(7)(i)(C).

Policy on Pre-Approval of Audit & Non-Audit Services

The Audit Committee has adopted a policy providing for pre-approval of all audit and non-audit services to be performed by KPMG LLP, as the
registered public accounting firm that performs the
audit of our consolidated financial statements that are filed with the SEC. Services either may be

40
VOTE ITEM NO. 4—RATIFICATION OF APPOINTMENT OF AUDITORS
approved in advance by the Audit Committee specifically on a case-by-case basis (“specific ~~pre-~~

52
~~approval”~~pre-approval”) or may be approved in advance (“advance pre-approval”). Advance pre-approval requires the Committee to identify in advance the specific types of services that may be provided and the fee limits applicable to such types of services, which limits may be expressed as a limit by type of service or by category of services. All requests to provide services that have been pre-approved in advance must be submitted to the Chief Accounting Officer prior to the provision of such services for a determination that the service to be provided is of the type and within the fee limit that has been pre-approved. Unless the type of service to be provided by KPMG LLP has received advance pre-approval under the policy and the fee for such service is within the limit pre-approved, the service will require specific pre-approval by the Committee.

The terms of and fee for the annual audit engagement must receive the specific pre-approval of the Committee. “Audit,” “Audit-related,” “Tax,” and “All Other” services, as those terms are defined in the policy, have the advance ~~pre-approval~~pre-
approval of the Committee, but only to the extent
those services have been specified by the Committee and only in amounts that do not exceed the fee limits specified by the Committee. Such advance pre-approval shall be for a term of 12 months following the date of pre-approval unless the Committee specifically provides for a different term. Unless the Committee specifically determines otherwise, the aggregate amount of the fees pre-approved for All Other services for the fiscal year must not exceed seventy-five percent (75%) of the aggregate amount of the fees pre-approved for the fiscal year for Audit services, Audit-related services, and those types of Tax services that represent tax compliance or tax return preparation.

The policy delegates the authority to pre-approve services to be provided by KPMG LLP, other than the annual audit engagement and any changes thereto, to the chair of the Committee. The chair may not, however, make a determination that causes the 75% limit described above to be exceeded. Any service pre-approved by the chair will be reported to the Committee at its next regularly scheduled meeting.

The Board of Directors unanimously recommends that the shareholders votefor Item No. 5.4.
41
OTHER MATTERS

Other Matters

The Board of Directors, at the time of the preparation and printing of this proxy statement, knew of no other business to be brought before the meeting other than the matters described in this proxy statement. If any other business properly comes before the meeting, the persons named in the enclosed proxy will have discretionary authority to vote all proxies in accordance with their best judgment.

Shareholder Proposal & Nomination Deadlines

If you intend to present a shareholder proposal at the ~~2017~~2019 annual meeting, it must be received by the Corporate Secretary, First Horizon National Corporation, P.O. Box 84, Memphis, Tennessee, 38101, not later than November ~~14, 2016,~~12, 2018, for inclusion in the proxy statement and form of proxy relating to that meeting. In addition, Sections 2.8 and 3.6 of our Bylaws provide that a shareholder who wishes to nominate a person for election to the Board or submit a proposal at a shareholders’
meeting must comply with certain procedures whether or not the matter is included in our proxy statement. These procedures require written notification to us, generally not less than 90 nor more than 120 days prior to the date of the shareholders’ meeting. If, however, we give fewer than 100 days’ notice or public disclosure of the shareholders’ meeting date to shareholders, then we must receive the shareholder notification not later than 10 days after the earlier of the date

53
notice of the shareholders’ meeting was mailed or publicly disclosed. Shareholder proposals and
nominations for election to the Board must be submitted to the Corporate Secretary. The shareholder must disclose certain information about the nominee or item proposed, the shareholder and any other shareholders known to support the nominee or proposal. Section 2.4 of our Bylaws provides that our annual meeting of shareholders will be held each year on the date and at the time fixed by the Board of Directors. The Board of Directors has determined that our ~~2017~~2019 annual
meeting will be held on April ~~25, 2017.~~23, 2019. Thus, shareholder proposals submitted outside the process that permits them to be included in our proxy statement and director nominations must be submitted to the Corporate Secretary between December ~~26, 2016~~24, 2018 and January ~~25, 2017,~~23, 2019, or the proposals will be considered untimely. Untimely proposals may be excluded by the Chairman or our proxies may exercise their discretion and vote on these matters in a manner they determine to be appropriate.

54 42
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Discussion &and Analysis

This CD&A section of our proxy statement discusses and analyzes the compensation programs applicable to our senior executives. In particular, this section focuses on five of those executives, referred to as the “Named Executive Officers” or “NEOs”:

Named Executive Officer Position
D. Bryan Jordan Chairman of the Board, President, and Chief Executive Officer
William C. Losch III Executive Vice President – Chief Financial Officer
Michael E. Kisber President – FTN Financial
David T. Popwell President – Banking
~~Yousef A. Valine~~Charles T. Tuggle, Jr. Executive Vice President – ~~Chief Risk Officer~~General Counsel

The Compensation Committee of the Board oversees compensation for all NEOs. For more information see “The Compensation Committee” beginning on page 1518 of this proxy statement.

CD&A Executive Highlights

~~2015 Corporate Performance~~2017 Financial & Strategic Overview

Our model for long-term financial performance targets is referred to as the “bonefish.” We hope to achieve bonefish targets using organic expansion and improvement coupled with strategic acquisitions. Our “head” goal in 2017 was return on tangible common equity (ROTCE) of at least 15%. Key measures which support the bonefish head included: Return on assets (ROA); Efficiency ratio (Efficiency); Ratio of net charge-offs to average loans (NCO Ratio); and ~~operating results~~Net interest margin (NIM).
Results for 2017 in ~~2015 were excellent in a difficult environment. Consolidated earnings~~those measures are presented below. Non-bonefish measures (earnings per share ~~available to common shareholders~~ (EPS) for the last three quarters of 2015 were 22, 25 and 20 cents per share. The settlement of a legacy mortgage litigation matter in first quarter substantially impacted earnings, resulting in EPS that quarter of negative 33 cents per share. In 2015, we increased our common dividend rate by 20%, ~~to 24 cents per year. In 2016, we increased it again, to 28 cents. Total shareholder return (TSR) for 2015 was 8.68%, our fourth consecutive year of positive TSR.~~
Underlying our results were solid achievements in our core businesses of regional banking and fixed income. Regional bank loans were up 15% overall compared to 2014; non-performing loans fell significantly to 0.36% of the total; and net interest income rose 9% for the year. Commercial lending growth was especially strong. We expanded our presence in our Mid-Atlantic banking region, acquiring TrustAtlantic Bank based in Raleigh, North Carolina. For each quarter of 2015, average daily revenues from product trading in our fixed income business improved from the year before. Fixed income noninterest income was up 14% in 2015. We continued to discipline our deployment of
~~resources based on economic profit (profit above the cost of capital) principles and risk-adjusted~~ return on ~~capital analytics. These concepts~~equity (ROE), and loan growth) also are presented, for context. ROTCE and adjusted results are not in accord with generally accepted accounting principles (GAAP). The impacts of tax reform legislation and certain other notable items have been ~~applied~~excluded from all adjusted results. Non-GAAP items are reconciled to ~~individual products throughout the company.~~
~~Overall net income for the year was below our plan. The litigation settlement~~GAAP items in April was a significant driver of the shortfall. Further, our plan for the year included significant additional net interest income from multiple Federal Funds increases in 2015 thereby expanding our net interest margin. While the Federal Funds rate was increased in December, our net interest margin for 2015 was not impacted in a material way due to the late timing in the year. A significant portion of the benefit that would have been realized from rate increases that did not materialize in 2015 was offset by aggressively managing our net interest spreads and very strong loan growth across our commercial and consumer banking businesses.Appendix C.
The Compensation Committee used these outcomes in compensation decisions, as examined in more detail later in this CD&A section. Of particular note, core segment pre-tax income was a major driver of 2015 bonus outcomes. See “Annual MIP Bonus” beginning on page 63 for additional information.

2017 Financial Highlights
EPS / Adj EPS
$0.65 / $1.11 ROA / Adj ROA
0.59% / 0.96%
2017 Bonefish: 1.10% - 1.30% ROE / Adj ROE
6.2% / 10.7% ROTCE / Adj ROTCE
7.2% / 12.3%
2017 Bonefish: 15%+
Efficiency / Adj Eff.
77% / 69%
2017 Bonefish: 60% - 65% NCO Ratio
0.06%
2017 Bonefish: 0.20% - 0.60% NIM
3.12%
2017 Bonefish: 3.25% - 3.50% Avg. Loan Growth
10%
Strategic Acquisitions Closed in 2017
Capital bank Coastal Securities Professional Mortgage
Company
$10 billion banking organization
with over 150 branches in four
Southeastern U.S. states National leader in the trading,
securitization, and analysis of Small
Business Administration loans Leading provider of institutional
debt capital and commercial
mortgage loan servicing
43
COMPENSATION DISCUSSION AND ANALYSIS
Snapshot of First Horizon at Year-End 2017
2017 Industry Operating Environment

~~For~~During 2017 the environment for the financial services industry in the United States ~~2015 consisted of more of the same in many~~was mixed, with very low rates, coupled with slow but improving growth, driving key ~~respects.~~outcomes.
The Federal Reserve ~~passed up several opportunities~~raised rates late in 2016 and three times in 2017, each time modestly. The still-low rate environment continues to ~~raise interest~~compress margins and returns. The effects of the recent rate hikes, moderating that compression, have been somewhat countered by a flattening of the yield curve. Flattening occurs when the Fed’s hikes in short-term rates ~~from prolonged very~~are not fully matched by market hikes in long-term rates.
Credit quality continued to be stable with loan charge-offs at unusually low levels ~~raising~~for many lenders in many sectors of the economy.
Economic expansion in the U.S. continued for an eighth year, still at a modest but positive pace.
Mortgage rates ~~only~~rose but continued to be very low. Housing values and transaction activity in many markets were stable or strong.
Infrastructure costs challenged all banks, driven by new technologies and continuing evolution in customer demand for them, as well as by technology security concerns.
Banks continued to focus heavily on improving efficiency. Variable cost control is a critical method to maintain profitability.
Consolidation within our industry, excluding the four largest U.S. banks, continued at moderate levels.
The unemployment rate in the U.S. declined during the year to fairly low levels. Average wage growth remained low. Underemployment continued to be problematic.

First Horizon Transformation Since 2007
Before 2008 we embarked on a national expansion of our mortgage platform and had begun to open bank branches in selected mortgage markets. The mortgage business had been profitable, but created substantial losses starting in 2007, when that business experienced substantial disruptions world-wide and a serious recession followed. That year our CEO departed and, later in 2007, Bryan Jordan was hired as Chief Financial Officer.
In 2008 we sold our mortgage businesses and Mr. Jordan was named CEO. Even with the businesses sold, however, we retained exposure for certain potential liabilities related to the businesses when we owned them. As the recession continued, losses from credit defaults
and mortgage repurchases grew. By 2009 legacy mortgage losses had become substantial.
During 2009 Mr. Jordan, with many senior roles filled with new hires and newly-promoted persons, began to develop management tools around the concepts of economic profit (profit after deducting the cost of invested capital) and risk-adjusted return on invested capital. Although managing legacy losses was a substantial task, management’s focus shifted to what we could control. These efforts led to the formulation of long-term primary and secondary financial goals which eventually became depicted in our “bonefish” diagram of long-term goals. The bonefish did not include goals for overall net income or shareholder

55 44
COMPENSATION DISCUSSION AND ANALYSIS
returns, but instead focused on return on equity (which has since been replaced with return on tangible common equity). The “head” measure aligns with economic profit principles and discipline, which ultimately drive bottom line results and shareholder returns.
As a result of these efforts, we divested a number of businesses and assets which did not “pull their weight” in terms of capital invested or risks taken. We invested resources with discipline, driven by expected economic profit or strong support of economically profitable endeavors. We cut expenses when it made economic sense. We
ingrained this discipline throughout the organization, creating and refining management tools to capture data, from the bottom up, on which to base decisions and measure outcomes.
As a result, our Board recognizes that our company has been transformed during Mr. Jordan’s tenure. A decade ago we were forced to abandon our national expansion strategy and, as substantial losses mounted, our quarterly cash dividend was eliminated. Today our business is sound and growing. Although this transformation involved a long process with many steps, key events are highlighted below.

First Horizon Turn-Around
Timeline of Key Events
Year Events Net Income
Avail. to
Common
($ in millions) Year-end
stock
price* Annual
Common
Div. Rate*

2008 2Q: $690M common stock sale augments capital, increases common shares by >50%
3Q: Sale of national mortgage businesses, promotion of Bryan Jordan to CEO   $ (199 )   $ 9.24 Declined
from $0.67 to
0
4Q: Enter TARP program

2009 FY: Loan losses climb due to the recession and collapse of real estate values. $ (329 ) $ 12.60    0

2010 2Q: First public presentation of the Bonefish long-term goals in earnings slides. “Head” goal was ROE >15%; actual ROE in 2010 was a loss.
4Q: Repay TARP funds, exit program $ (58 ) $ 11.78 0
FY: $190M repurchase loss accruals regarding legacy mortgage lending, primarily with GSEs

2011 FY: $160M repurchase loss accruals regarding legacy mortgage lending, primarily with GSEs $ 131 $ 8.00 $ 0.04

2012 FY: $299M repurchase loss accruals regarding legacy mortgage lending, primarily with GSEs $ (27 ) $ 9.91 $ 0.04

2013 FY: $170M repurchase loss accruals regarding legacy mortgage lending, including GSE settlements $ 21 $ 11.65 $ 0.20

2014 2Q: 150^thanniversary of First Tennessee Bank founding $ 216 $ 13.58 $ 0.20

2015 1Q: $162M settlement with DOJ & HUD regarding legacy FHA mortgage lending $ 80 $ 14.52 $ 0.24
4Q: $0.4B TrustAtlantic Bank merger closed

2016 $ 221 $ 20.01 $ 0.28
2017
4Q: $10B Capital Bank merger closed
$ 159 $ 19.99 $ 0.36
4Q: Tax reform triggers $82M of adverse tax adjustments

2018 2Q: Expect to complete Capital Bank integration na na $ 0.48
* 2008-10 prices and dividends have been adjusted to reflect stock dividends distributed from October 2008 to January 2011.
45
~~once late in the year. The low rate environment continues to compress loan margins.~~
• ~~The unemployment rate improved during the year though labor participation continued to be quite low.~~
• ~~Mortgage rates overall continued to be very low. Housing values and transaction activity in many markets continued to strengthen.~~
• ~~New regulatory burdens continued to weigh on the industry. Overall these costs are substantial for all banks, but in many cases fall unevenly.~~
• ~~Infrastructure costs, driven by new technologies and continuing evolution in customer demand for them, challenged all banks.~~
• ~~Banks continued to focus heavily on improving efficiency. Interest-spread revenues have been~~
~~limited by the rate environment while fixed costs have increased under the regulatory environment, leaving variable cost control as a critical method to enhance profit.~~
• ~~Credit quality continued to be stable, and loan charge-offs continued to be unusually low, for much of the industry.~~
• ~~Consolidation within our industry, excluding the four largest U.S. banks, continued to rebound.~~
• Those companies with substantial current or legacy ties to the mortgage industry continued to work through significant exposures created before the 2008-09 recession. The financial impacts of those efforts were highly uneven from quarter to quarter and bank to bank.COMPENSATION DISCUSSION AND ANALYSIS

Alignment of Pay with Performance

Policies and Practices
Our compensation policies and ~~philosophies~~practices are designed to align the interests of our employees with the interests of our shareholders. We seek to attract, retain, incent, and reward individuals who contribute to our long-term success.
Key practices linking performance to compensation include:

• ~~Heavy~~The Committee favors significant weighting of ~~performance-based~~pay mix in favor of awards at risk for financial or market performance. See “CEO Pay and ~~stock-based awards.~~ For our CEO, goal-based performance pay elements in 2015 represented 55% of his total compensation opportunity, measured at target. For most other named executives, the goal-based performance portion represented about 40%. With respect to our
~~CEO, 44% of his pay was linked directly to our stock price; for other NEOs, stock-linked pay ranged from 31% to 40%. See~~Performance” and “Relative Sizing & Mix” beginning on ~~page 61 below~~pages 46 and 53 for details.
• ~~Share~~The Committee imposes a meaningful share retention requirement. Our stock ownership guidelines extend the effective time horizon of our stock awards ~~substantially. They require that~~substantially, requiring executives to hold 50% of ~~their~~ net ~~after-tax~~after tax shares from awards until retirement after multiple-of-salary minimum ownership levels are ~~attained. For~~attained (increasing to a 75% retention requirement if an executive ~~holding~~holds less than the ~~guideline~~ minimum ~~the requirement is 75%~~ownership level).

• The Committee strives to achieve correlation of payout with TSR, especially over longer time horizons. Payouts of our financial-performance awards over the past several years have
~~Details regarding these~~correlated well with total returns to our shareholders over the time periods covered by those awards. TSR did not directly drive payout; instead, this pattern shows that our financial performance metrics are well-linked to the interests of our shareholders.
2017 Actions
Key actions taken for 2017 implementing our pay-for-performance policies and practices ~~are discussed throughout this CD&A section.~~were:
• Bonus Metrics. Early in 2017 the Committee established quantitative income and efficiency grids, directly tied to budget.
• PSU Metrics. Early in 2017 the Committee granted PSUs which will rank our return-on-equity performance against a broad set of peer banks.
• Regular Annual Pay Mix. For 2017, the structure and mix of regular annual pay components for executives remained strongly weighted in favor of at-risk features related to financial performance or our stock’s market value. As discussed below, Mr. Jordan had 80% of his regular 2017 target package at-risk.

CEO Pay and Performance

Mr. Jordan was recruited as CFO in 2007 and promoted to CEO in September ~~2008, to rebuild our company. Previous management embarked~~2008. As discussed above in “First Horizon Transformation Since 2007” beginning on ~~a strategy to build national mortgage origination~~page 44, during and ~~servicing businesses, along with related real estate lending. These legacy businesses were significantly impacted by~~since the financial ~~crisis; they have resulted in large expenses for us in most years since 2007, including 2015.~~
crisis Mr. Jordan has led the restructuring of ~~the~~our company, the development and implementation of new strategies, and the recruitment of the current management team. He has emphasized improving economic profit ~~(EP)~~ and controlling cost. Our operating results have improved ~~significantly.~~significantly during his tenure. The
Compensation Committee considered his significant contributions ~~in turning around the company~~ when making decisions about his pay for ~~2015.~~2017. In each of the past three years, Mr. Jordan has met or exceeded his personal goals. He ~~has provided~~provides consistent, critical leadership in ~~challenging~~these dynamic times.
The Committee believes that Mr. Jordan’s leadership is known throughout the industry. He is a director or executive committee member of the Federal Reserve Bank of St. Louis, American Bankers Association, Mid-Size Bank Coalition of
America, Tennessee Bankers Association, and Operation HOPE (which strives to provide banking services to financially or socially disadvantaged persons). In 2016 he was named CEO of the year byInside Memphis Business, and was featured as a top-ten CEO inAmerican Banker. These associations and recognitions reflect well on our company and enhance Mr. Jordan’s connections to the financial services community.

Mr. Jordan’s target-level pay ~~continues to be less than the median of~~is in line with FHN’s peer ~~group, although a modest increase this year for Mr. Jordan reduced that gap.~~group. His pay ~~mix—~~mix, the structure of the various components, ~~of his pay—~~is ~~in line~~also consistent with that of company peers. ~~Final amounts paid vary from~~
The Committee has weighted the pay mix of our NEOs heavily in favor of incentives tied to thefinancial performance of our company’s operations and themarket performanceof our common stock. As illustrated in the following diagram, fully 80% of Mr. Jordan’s regular pay package, measured at target, ~~based on achievement~~is at-risk in one or both of ~~performance goals and changes in our stock price.~~those areas:

56 46
COMPENSATION DISCUSSION AND ANALYSIS
CEO Pay At Risk for Performance

Performance and pay mix have both short-term and long-term components. The relationship of these components to each other, and to our total shareholder return (TSR), is illustrated in the four charts that follow. TSR consists of stock price performance plus reinvested dividends.
The ~~following~~first two charts show total regular short-term compensation paid to the CEO in recent years and ~~year-end~~ TSR over the same ~~period, respectively.~~period. For this purpose, short-term pay is limited to cash salary, salary
stock units (SSUs) measured at
grant ~~(from 2010-13)~~(2012-13 only), and total earned annual ~~bonus measured when earned.~~bonus. Those components have short time horizons, and they are especially sensitive to the annual changes in financial performance and environmental circumstances ~~which~~that tend to impact TSR in the short term. The trend in regular short-term CEO pay in the past three years, after SSUs were discontinued, has been aligned with the trend in our TSR.

* In 2012 and 2013 we used a SSU program as a retention incentive, reducing other pay components compared to current levels. Bonus opportunity increased when the program ended.

~~These two charts show that short-term pay~~Despite environmental headwinds and market volatility, an investment in our common stock at the end of 2012 more than doubled in value by the end of 2017. TSR partly is driven by our dividend rate, which grew over this period, but mainly is driven by our stock price. Stock prices are largely a reflection of investor expectations for the ~~CEO directionally paralleled TSR in three of the years shown. Over the entire period, however, short-term CEO pay has declined while TSR has climbed.~~company’s future.
CEO pay in 2010 was distorted by our participation in the TARP program which resulted in a substantial single-year increase in non-variable SSUs in lieu of any variable bonus opportunity. From 2011 through 2013, we continued the SSU program as a retention incentive, reducing other pay components compared to current levels. After 2013, bonus opportunity increased while the SSU program ended.
~~Overall~~Our earnings during many of the years shown have been impacted significantly, ~~impacted~~and somewhat unpredictably, by “non-strategic” obligations associated with ~~mortgage businesses pursued by prior management. Those impacts are~~
~~largely idiosyncratic.~~legacy mortgage-related businesses. Earnings in our regional banking business generally have improved during this period even though lending margins have been squeezed by the low rate environment and fee

47
COMPENSATION DISCUSSION AND ANALYSIS
revenues have been ~~curtailed~~reduced by regulatory and market pressures. Earnings in our fixed income business have ~~fallen~~been reduced during much of this period mainly due to the ~~market~~rate environment, ~~though 2015 showed improvement.~~
~~Despite the headwinds and volatility overall, our TSR has improved steadily since 2011. TSR partly is driven by dividends paid, which increased over this period, but mainly is driven by~~with some volatility. Although our stock price ~~which is largely a reflection of investor expectations for~~has been volatile during this period, impacting TSR in the ~~company’s future. In 2015,~~short term, over these years our stock price ~~experienced high volatility but closed higher~~has been less severely impacted by the factors mentioned above than our earnings have been.
The next two charts compare actual payouts of bonus and regular performance stock unit (PSU) awards and our TSR during the award timeframes. The first chart shows the percentage of annual MIP target bonus paid to our CEO in each of the years 2012 to 2017 alongside the TSR we achieved during the calendar year covered by the
bonus. The second chart shows the percentage of target earned for those regular PSUs that vested during 2012-2017 alongside the ~~year while broad market indices were flat.~~TSR we achieved during each PSU’s lifetime. A regular PSU’s lifetime runs from grant to initial vesting, roughly three years for each award. In each case the TSR base level is set at 100%; a positive return is added to 100%, and a negative return is subtracted from that level.
The charts show that the percentage earned is aligned with the TSR achieved during the same period. Specifically, bonuses have tended to be above 100% of target only when single-year TSR has been quite strong, and regular PSU payout percentages have tended to fall and rise in step with the TSR achieved during each PSU’s lifetime.

TSR has not been used as a performance goal in our regular annual MIP bonus and PSU awards (though it has been used in a few special long-term awards). The alignment of regular MIP bonus and PSU outcomes with TSR over corresponding
time periods illustrates that the performance goals set by the Committee, and the Committee’s exercise of discretion in administering those programs, have, over time, aligned well with significant growth of shareholder value.

48
COMPENSATION DISCUSSION AND ANALYSIS
Alignment with Governance Principles

Our executive compensation practices embrace many best practice corporate governance principles.

Practices We Employ Include Practices We Avoid or Prohibit Include

é Performance-based (at-risk) and stock-based payemphasized ê Tax gross-up features*
Performance measures drive shareholder value Stock option repricings
Performance measures emphasize controllableoutcomes Discount-priced stock options
Committee use of independent compensationconsultant Single-trigger change in control payouts
Meaningful share ownership requirements Employment agreements
Require holding 50% of after-tax vested stockawards during career with the company, rising to75% if multiple-of-salary minimum stockownership levels are not met Hedging transactions in First Horizon stock(e.g.,trading derivatives, taking short positions, orhedging long positions)
Double-trigger on change in control features andagreements (CIC event plus qualifyingtermination) Personal use of corporate aircraft**
Clawbacks if financial results relevant to cash orstock performance awards are restated undervarious circumstances

é ~~Performance measures correlate to shareholder value~~ ê ~~Stock option repricings~~
é ~~Performance measures emphasize controllable outcomes~~ ê ~~Discount-priced stock options~~
é ~~Committee use of independent consultant on pay~~ ê ~~Single-trigger change in control payouts~~
é ~~Meaningful share ownership requirements~~ ê ~~Employment agreements~~
57

~~Practices We Employ Include~~ ~~Practices We Avoid or Prohibit Include~~
é ~~Require holding 50% of after-tax vested stock awards during career with the company, rising to 75% if multiple-of-salary minimum stock ownership levels are not met~~ ê ~~Hedging transactions in First Horizon stock (~~~~i.e.~~~~, trading derivatives, taking short positions, or hedging long positions)~~
é ~~Double-trigger on change in control features and agreements (CIC event plus termination)~~ ê ~~Personal use of corporate aircraft~~
é ~~Clawbacks if financial results relevant to cash or stock performance awards are restated under various circumstances~~
* An excise tax gross-up feature is grandfathered in certain older change-in-control severance agreements, but has not been used in new agreements since 2008.
** The CEO’s spouse is permitted to accompany the CEO on business flights.

Overview of Direct Compensation Components

Unchanged from ~~2014,~~2016, the major components of executive compensation in ~~2015~~2017 consisted of cash salary, annual bonus under our ~~MIP (discussed in Vote Item 3)~~Management Incentive Plan (MIP), and annual stock awards granted under our ~~ECP (discussed in Vote Item 2)~~Equity Compensation Plan (ECP). Executive stock awards in ~~2015~~2017 consisted of performance stock units (PSUs), stock options, and restricted stock units (RSUs).
The key corporate performance measure for ~~2015~~2017 cash bonuses was ~~adjusted~~based on consolidated pre-tax ~~earnings in our core business segments.~~earnings. The key performance measure for ~~2015~~2017 PSUs was ~~adjusted~~based on return on equity (ROE) for our core segments measured in relation to certain peer banks over three years.
The following presents an overview of the direct compensation components for our NEOs.

49
COMPENSATION DISCUSSION AND ANALYSIS

Regular Direct Compensation Components in ~~2015~~
2017
Component Primary Purpose Key Features
Cash salary Provide competitive baseline compensation to attract and retain executive talent. Salaries are determined based on prevailing market levels with adjustments for individual factors such as performance, experience, skills, and tenure.
Annual cash bonus under MIP Create a financial incentive for achieving or exceeding one-year company and/or ~~executive~~ team goals. For the ~~CEO and other~~ NEOs except Mr. Kisber, the key ~~metrics were core~~metric was adjusted pre-tax earnings coupled with several non-numeric factors, including ~~the outcome of a balanced scorecard process,~~ earnings quality and risk management. For Mr. Kisber the key metric was adjusted pre-tax earnings for our fixed income segment. See “Annual MIP Bonus” starting on page 55 for details.
Annual stock awards: PSUs, stock options, and RSUs Provide performance and service-vested equity-based long-term incentives ~~which~~that reward achievement of specific ~~earnings or other~~ corporate goals, provide a retention incentive, and promote alignment with shareholders’ interests. For our CEO, 50% of stock awards were in the form of PSUs and 25% each were options and RSUs. For other NEOs except Mr. Kisber, 50% of the awards were RSUs and 25% each were options and PSUs. For the PSUs,PSU payout depends upon our core ROE ranking relative to peers during the performance period ~~2015-17.~~2017-19. After final performance is determined in 2020, PSUs are paid in stock in 2022, following a mandatory two-year deferral period. Stock options are priced at market, vest annually over four years, and have ~~seven year~~seven-year terms. RSUs vest after three years and are paid in shares of stock. See “Stock Awards” starting on page 59 for details.
58
Compensation Practices & Philosophies

Retention and Competition

Our compensation programs are designed to attract and retain a talented workforce. ~~Our employees are a significant and valuable asset.~~ We recruit from a broad talent pool. Our people in turn may be recruited by competitors, other financial services firms, and firms in other industries. The
~~The~~
total compensation opportunity we provide at each level is designed to be competitive so that over the long term we reduce the risk of losing our best people.

Use of Peer Bank Data

The Compensation Committee reviews the compensation practices of a peer group of selected U.S. banks of roughly comparable size ~~(“Peer Banks”)~~and business mix (Peer Banks). ~~These are banks with whom we most typically compete for talent, and the~~The peer review helps our programs remain competitive. For many years the Committee has considered specific data from
Peer Banks in setting the compensation components for our executives. The Peer Banks used in ~~2015~~2017 were fourteen regional financial services companies selected by the Committee, ~~listed~~
shown in the diagram below. The Peer Bank group is adjusted periodically in response to changes in our company or the industry, but was unchanged for 2017.
Late in ~~2015.~~2017 we acquired Capital Bank, which increased our asset size by roughly one-third. Overall, we have increased our asset size by more than 60% since 2012, and our business mix has shifted toward traditional banking services. For 2018 the Committee fully reconsidered our Peer

50
COMPENSATION DISCUSSION AND ANALYSIS
Bank list, re-evaluating our current size, business mix, and target markets. As a result, for 2018 we removed three banks and added two, for thirteen
Peer Banks total. The change in Peer Banks used in 2017 versus 2018 is illustrated in this diagram:

Changes to Peer Bank List from 2017 to 2018
~~2015 Peer Banks~~*
~~Associated Banc-Corp~~
~~BOK Financial Corp.~~
City National ~~Corp.~~
~~Comerica Inc.~~ ~~Commerce Bancshares Inc.~~
~~Cullen/Frost Bankers Inc.~~
and First Niagara ~~Financial Group~~   ~~Huntington Bancshares~~
~~M&T~~have been acquired. Pre-acquisition compensation data was included in the Peer Bank ~~Corp.~~
~~People’s United Financial~~   ~~Synovus Financial Corp.~~
~~TCF Financial Corp.~~
~~Webster Financial Corp.~~
~~Zions Bancorporation~~data we used to create 2017 awards, but these banks were not included in performance determinations.

The Committee uses peer and other market data to help establish the size and terms of the components of direct compensation for executives. ~~Cash salary~~Salary is targeted at the median of the market for each position. Actual salaries may be higher or lower than median based on individual ~~factors –~~ factors—performance, experience, skills, and ~~tenure –~~ tenure—or retention needs. Bonus opportunities and equity awards are targeted similarly: target-level compensation is intended to be paid for median performance, and maximum compensation is intended to be paid for top-quartile performance. ~~In some cases, relative performance is estimated based on projections of market or peer performance, but in 2015 significant bonus metrics were based on our ranking relative to the Peer Banks.~~

For special compensation components, including retention awards and individual retirement and severance arrangements, relevant market data
often is not available. In those cases the Committee relies on recommendations from management (for awards other than to the CEO) along with external advice from the Committee’s independent consultant to determine the types,
amounts, or terms of such benefits that are reasonable and appropriate for the circumstances.

The Total Shareholder Return Performance Graph (“TSR graph”) that appears in our annual report to shareholders (on page ~~188~~186 of that report) uses the published Keefe, Bruyette & Woods regional banking index (ticker symbol KRX) against which to compare our ~~total shareholder return, which consists of stock price performance plus reinvested dividends.~~TSR. The KRX index encompasses fifty regional U.S. banks, including us. The annual PSU awards granted to executives in ~~2015~~2017 used the KRX index banks as the group against which our core-segment ROE will be ranked over the three-year performance period of those awards. The Committee believes that, in the context of a multi-year financial performance award, the KRX index provides a larger, and more stable, group representing “the industry” against which to measure our performance, even though many of those banks would not be appropriate for benchmarking compensation practices.

Impact of Shareholder Vote on Compensation

The Compensation Committee made nearly all key decisions regarding ~~2015~~2017 compensation for the ~~named executives~~NEOs early in the year. At that time the Committee ~~was aware of~~knew the outcome of the vote for the shareholder advisory resolution on executive compensation at the ~~2014~~2016 annual ~~meeting. At the 2014 meeting,~~meeting: “For” received ~~93.7%~~98.2% of the shares voted, similar to the results in
~~2013~~ 2015 and ~~2012.~~2014. The ~~2014~~2016 outcome was part of the mix of factors considered by the Committee early in ~~2015,~~2017, and had no direct or
separately identifiable effect on Committee decisions. Although not considered by the Committee in relation to ~~2015~~2017 awards, at the ~~2015~~2017 annual meeting “For” received ~~94.1%~~95.2% of the shares voted. We view these levels of shareholder support for our executive compensation program as indicative of broad shareholder agreement with the philosophy and policies on which our executive compensation program is premised.

59 51
COMPENSATION DISCUSSION AND ANALYSIS
Stock Ownership Guidelines

Under our stock ownership guidelines all NEOs and directors are required to retain 50% of the net after-tax shares received from stock awards. The retention level increases to 75% ifunless certain minimum stock ownership levels are ~~not~~ met. The retention requirement applies during the rest of their careers with ~~the company,~~us, except that executives who reach age 55 are permitted to sell shares held at least three years to diversify ~~in preparation for~~ahead of retirement. Supportive of the guidelines, a separate policy prohibits ~~the~~ hedging ~~of positions in~~ our stock.

The CEO’s minimum ownership level under the guidelines is six times cash salary. The levels for the other named executives are two or three times their respective cash salaries, depending upon
position. Director levels generally are five times
cash base retainer, and the Vice Chairman’s level is six times cash ~~retainer.~~salary. For this purpose, fully-owned shares, restricted stock, RSUs paid in shares, and shares held in tax-deferred plans are counted, while PSUs, stock options, and RSUs paid in cash are not counted.

We intend for the combined emphasis on corporate performance in setting executive compensation and meaningful stock retention to strongly link the interests of our executives with those of our shareholders.

Guideline ownership levels are assessed annually in the third quarter. In the ~~2015~~2017 assessment, all NEOs exceeded guideline ownership levels and all complied with the retention requirement.

Clawback Policy & Practices

Performance compensation under the MIP, ECP, or otherwise ~~which~~that is paid based on erroneous financial data is recoverable under our Compensation Recovery Policy if the recipient caused the error or is responsible for the data’s accuracy. Additional clawback provisions apply to
most types of stock awards ifif: certain misconduct occurs, such as fraud or ~~solicitation.~~
~~Starting in 2014, clawback provisions in our stock awards were expanded to include the following events:~~solicitation; grant or payment of an award is based on erroneous financial data; ~~and termination~~or employment is terminated for cause. The look-back period for recovery generally is two years after vesting.

Use of Compensation Consultants

The Committee continued its engagement of an independent consulting firm, Frederic W. Cook & Co., Inc. (“FW Cook”), to provide analysis and advice on all executive compensation-related matters (including assessment of peer groups, competitive market data, pay mix, and compensation design). Among other things, FW Cook assists the Committee in its reviews of compensation program actions recommended by management. FW Cook has no other relationships with the company or management. Key engagement items for FW Cook in ~~2015~~2017 were:

Review written Committee meeting materials.
Confer with the Committee chair and management regarding compensation matters.
• ~~Confer with the Committee chairperson and management regarding compensation matters.~~
• ~~Annually meet with the Committee in executive session. This took place in July.~~
Annually meet with the Committee (July).
Advise the Committee regarding executive programs under the ECP and MIP.

In ~~2015,~~2017 management engaged an external compensation consultant, McLagan, ~~only~~mainly to conduct an updated competitive pay assessment for executives and for peer metrics.

Additional information concerning our use of compensation consultants appears under the caption “The Compensation Committee—Use of Consultants” on ~~page 17~~pages 19-20 of this proxy statement.

Role of Management in Compensation Decisions

Management administers our compensation plans, monitors compensation programs used by other companies, and considers whether new or amended compensation programs are needed to maintain the competitiveness of our executive compensation packages. Management presents recommendations to the Committee for approval. The CEO ultimately oversees the development of
~~recommendations for the non-CEO executives.~~
recommendations. If executive-level exceptions are appropriate, such as approval of an executive’s early retirement, management generally reviews the facts of the situation and provides a recommendation to the CEO and, ultimately, to the Committee for approval. The CEO does not participate in Committee deliberations concerning his own compensation.

60 52
COMPENSATION DISCUSSION AND ANALYSIS
Tax Deductibility

~~Section~~In 2017 and earlier years, section 162(m) of the U.S. Internal Revenue Code generally ~~disallows~~disallowed a tax deduction to public companies for compensation exceeding $1 million paid during the year to the CEO and the three other highest-paid executive officers at year-end (excluding the Chief Financial Officer). Certain performance-based compensation iswas not, however, subject to the deduction limit. The Committee considered these tax implications in making compensation decisions for ~~2015.~~2017.
Although deductibility iswas an important consideration, competitive and other factors ~~may~~could outweigh it. As a result, although a substantial majority of NEO compensation iswas designed to be ~~deductible~~
“performance-based” each year, ~~typically~~ a portion iswas not. That portion ~~can vary~~varied from year to ~~year, especially~~year.
Late in 2017 Congress repealed the performance-based exception, applicable in 2018. As a result, section 162(m) is likely to play no significant role in structuring future executive compensation awards. The application of transition provisions to awards outstanding when repeal occurred is uncertain in some respects, but in many cases may require adherence to significant restrictions if ~~non-performance retention~~deductibility is to be preserved. When dealing with various outstanding awards ~~are made at~~in the ~~NEO level.~~future, the Committee intends to consider preservation of deductibilty as one factor, among many, in making decisions consistent with the objectives of the program in question and our business needs.

Direct Compensation Components for NEOs

The direct components of NEO compensation in ~~2015~~2017 were cash salary, annual bonus under the MIP, and annual stock awards consisting of RSUs, stock options, and PSUs under our shareholder-
approved Equity Compensation Plan. An overview of these components appears under “Overview of Direct Compensation Components” beginning on page 5849 of this proxy statement above.

Relative Sizing & Mix

In setting the size of the direct compensation components for ~~2015,~~2017, the Compensation Committee considered the total compensation opportunity at target payout levels for each position. The target total mix of the direct components is summarized in the following chart,
which illustrates the regular annual pay packages
planned by the Committee early in the year. Special promotion or retention awards are not included in the chart. See “Summary Compensation Table” beginning on page 7067 for additional information concerning amounts paid or earned in ~~2015.~~2017.

~~2015~~2017 Direct Compensation Mix at Target

* Mr. Kisber’s compensation package differs from the other NEOs’ and is structured to be competitive within the fixed income industry. The chart shows hispotential mix for 2017. His annual bonus opportunity has ~~roughly~~approximately double the weighting of other NEOs, and the other components are relatively compressed. Also, unlike other NEOs, stock awards
53
COMPENSATION DISCUSSION AND ANALYSIS
actually granted to him in a given year depend significantly upon performance of our fixed income business the previous year. ~~His~~Mr. Kisber’s stock award mix ~~shown in this chart~~ reflects his total opportunity for grants early in ~~2015~~2018 based on ~~2014~~2017 performance. See “Annual MIP Bonus—MIP Bonus for FTN Executive,” “Stock Awards—Overview” and “Stock Awards—Fixed Income Award Practices” on ~~page 66~~pages 58, 59, and 61 below for additional information.

The amount of each component usually is determined in relation to cash salary. Salary levels are based largely on these factors: individual experience, individual performance, level of responsibility, and competitive market levels. A
specific need for retention also can play a role. No specific weighting is given to any one factor. The size of each direct component for the named executives as a percentage of cash salary is shown in the chart below.
61

Sizing of ~~2015~~2017 Direct Compensation Components

As a Percentage of Annual Cash Salary

2017 Annual Stock Awards
2015 Annual Stock Awards Annual Performance
NEO Annual
Bonus
(target) Restricted
Stock Units Stock Options Performance Stock Units (target) Total Stock Awards Bonus
(target) Restricted
Stock Units Stock Options Stock Units
(target) Total Stock
Awards
Mr. Jordan 140 % 46% 46% 93 % 185% 140% 63% 63% 125% 250%
Mr. Losch 100 % 70% 35% 35 % 140% 100% 70% 35% 35% 140%
Mr. Kisber* 583 % 83% 93% 140 % 317% 583% 83% 93% 140% 317%
Mr. Popwell 100 % 70% 35% 35 % 140% 100% 70% 35% 35% 140%
Mr. Valine 90 % 55% 28% 28 % 110%
Mr. Tuggle 90% 55% 28% 28% 110%
* Mr. Kisber’s compensation package differs from the other NEOs’ to provide a compensation opportunity ~~which~~that is competitive within the fixed income industry. This table shows hispotential package for 2017. See “Annual MIP Bonus—MIP Bonus for FTN Executive,” “Stock Awards—Overview” and “Stock Awards—Fixed Income Award Practices” on pages 58, 59, and 61 below for additional information.

Key factors considered when target levels were set are the appropriate mix of base pay (salary) versus pay at risk for corporate performance or stock value performance, and the mix between short- and long-term compensation. The chart and table above show that the CEO’s regular compensation package is more heavily weighted in favor of ~~performance-based pay~~financial performance, and more heavily at-risk overall, than the other NEOs except Mr. Kisber. This practice is consistent with the greater responsibilities of the CEO position, prevalent market practices among our Peer Banks, and our compensation philosophy which endeavors to link a substantial portion of executive pay to performance.

For the NEOs other than Mr. Jordan, the Committee increased overall stock awards in 2015 by 15% of salary except for Mr. Kisber, who received an increase equal to 50% of his salary consisting entirely of options and PSUs. These increases restored cuts experienced in 2013, coupled with recognitionThe relative mix of the ~~financial and operating progress made by us over~~compensation components for the ~~past several years. Mr. Kisber’s increase reinstated the size of a cut imposed in 2013, but was effected entirely in options and PSUs, leaving RSUs unchanged. Mr. Jordan’s mix~~NEOs did not change ~~but his overall compensation level was increased as discussed~~ in ~~“Salary” on~~2017, nor did any NEO receive a salary raise.
Late in 2017 the ~~next page.~~Committee decided, for 2018, to align the mix of equity award components of all executives (other than Mr. Kisber) with that of Mr. Jordan. Accordingly, the 2018 stock awards of all such executives will consist of 50% PSUs (twice the 2017 proportion), 25% RSUs (half the 2017 proportion), and 25% options (unchanged).

Certain benefits such as life and disability insurance are also related to cash salary. There is no other significant interdependence among the compensation components.
Valuation of Stock Awards

The percentages shown for all regular ~~2015~~2017 stock awards in the table above are based upon ~~2015~~
2017 salary rates and upon our closing stock price on the grant date, February ~~12, 2015,~~10, 2017, which was ~~$14.28~~$19.73 per share.

In ~~2015,~~2017, for purposes of converting the percentages mentioned above into specific share or unit numbers the Committee used the following valuation methods: for RSUs, 100% of market value at grant; for stock options, 25% ~~of market value at grant;~~; and for PSUs, ~~84% of market value at grant.~~86.5%.

RSUs and PSUs. The valuation methods for RSUs and PSUs are consistent with those used for financial reporting purposes. Neither award type is discounted for the risk of forfeiture due to employment termination or non-performance. PSUs in ~~2015~~2017 were discounted ~~16%~~13.5% from target levels for the two-year post-vesting holding period imposed on recipients.

Stock Options. The actual value of a service-vested option cannot be determined in any definitive way. Many commonly used estimation methods, including the method used for financial reporting, were developed in connection with ordinary market trading of short-term options. The Committee believes that those methods overstate the value that an executive generally would ascribe to our long-term, unmarketable ~~options.~~options with service-vesting requirements. That overstatement ~~partly~~ is

54
COMPENSATION DISCUSSION AND ANALYSIS
structural, given the original usage of those ~~methods, and partly is due to the legacy and environmental factors noted under the headings “2015 Corporate Performance” and “Industry Operating Environment.”~~methods. For those reasons, the Committee believes that the relatively simple and stable 25% method it has used for several years provides a more appropriate approximation of value for our option program.

62
~~Salary~~Tally Sheets

The Committee uses a tally sheet tool in considering annual adjustments to executive pay
levels and mix. A sheet for each executive summarizes all major categories of current and recent compensation levels, including the aggregate retention value and duration of unvested awards. Tally sheets are reviewed in conjunction with market data related to each executive position.

Salary
Early in the year, the CEO develops a personal plan that contains financial and strategic ~~goals.~~goals aligned with the Board-approved company plan for the year. The CEO submits that plan to the Committee for review and approval. The Board of Directors also reviews the plan. The Committee reviews the CEO’s achievement of objectives in his personal plan for the preceding year when
assessing the CEO’s salary for the coming year. The Committee also weighs competitive practices within the industry as well as corporate initiatives. For other NEOs, the Committee approves salaries each year taking the CEO’s recommendations into account.

~~In 2015, the Committee held~~No NEO received a salary ~~rates level except for Mr. Jordan and Mr. Valine. Mr. Jordan’s salary was raised from $760,000 to~~raise in 2017.
$825,000, and Mr. Valine’s salary was increased from $350,000 to $365,000. Since the pay mix (previously discussed) did not change, this resulted in an 8.6% increase for Mr. Jordan and a 10% increase for Mr. Valine. The increases reinstated a 5% across-the-board cut for Mr. Jordan in 2013 and a 5% cut from the long-term components for Mr. Valine. The increases helped reduce a gap compared to the median of our Peer Banks. Based on analysis of 2014 compensation (the most recent available at the time of the increases), with the increase for Mr. Jordan in 2015, his total annual compensation remained below the 2014 median for Peers.

Annual MIP Bonus

Under our shareholder-approved Management Incentive Plan (MIP), the annual bonus opportunity offered to each NEO ~~other~~(other than Mr. Kisber, ~~(whose MIP bonus is~~as discussed at the end of this section) is based on ~~targets~~target amounts and performance goals that are approved by the Committee early in that year. ~~Each~~
Ordinary MIP bonus is based on achievement of company and/or business unit financial targets as well as individual personal plan objectives. For these NEOs, MIP bonus amounts can be adjusted based on several corporate as well as individual performance factors.Bonus

For ~~2015,~~2017, similar to ~~2013 and 2014,~~the past several years, the Committee established a maximum MIP bonus opportunity per person equal to 2% of adjusted ~~2015 core~~consolidated 2017 pre-tax earnings. Pre-tax earnings and other financial performance measures for 2017 were required to be adjusted for certain specific items, including changes in accounting principles and certain unusual or non-recurring items, such as litigation settlements. The 2% maximum was to be determined using these “required adjustments”; no discretionary
adjustments were allowed in setting the 2% maximum. The required adjustments are ~~adjusted~~similar to, ~~exclude~~but not the ~~results of our non-strategic business segment~~same as, ~~well as certain one-time or unusual financial or accounting items.~~ the notable item adjustments presented in Appendix C.
Subject to ~~that~~the 2% maximum, the Committee ~~may~~could exercise negative discretion to determine the final bonus amount.
Early in ~~2015,~~2017 the Committee established a ~~grid~~formulaic structure to guide ~~the~~its exercise of negative discretion. Individual bonuses were determined by applying a corporate rating, ~~subject to potential adjustments for various~~
~~factors,~~ along with an individual rating, to individual target bonus ~~levels~~amounts set for each NEO.
The corporate rating, in turn, was ~~driven~~determined by ~~budgeted core pre-tax earnings as shown in~~adding together an income factor and an efficiency factor; the ~~following table. A~~resulting sum was subjected to several potential company-wide subjective adjustment was made based on a multi-point balanced scorecard which rates the company against the Peer Banks. The earnings levels used to create the grid were selected to provide an incentive to achieve or exceed budget. In all cases, core pre-tax earnings was adjusted for specific items such as changes in accounting principles and certain unusual or notable items, such as litigation settlements. Each NEO’s bonus was subject to further adjustments for risk management results, quality of earnings, contributions to non-strategic results, and individual personal plan results. Under “quality of earnings” the Committee intended, among other things, to take account of unusual shortfall or windfall in revenues associated with interest rate movements during the year relative to budgetary expectations. All points on the grid and all calculated bonus amounts were subject to further adjustment up or down by the Committee. However, the final bonus paid could not exceed 150% of target.adjustments. These calculation processes are depicted below:

63 55
COMPENSATION DISCUSSION AND ANALYSIS
~~2015 MIP Bonus Calculation Grid~~

Corporate Rating

Adjusted
2015
Core
Pre-Tax
Earnings Percent
of
Budget Core
Pre-Tax
Earnings
Rating* Adjustment
Factors Corporate
Rating Bonus
Target
Amount Calculated
MIP Bonus
Amount Individual
Rating
Adjustment
$346
million or
more 125%
or higher 150%
•  Balanced scorecard assessment versus peers

•  Risk management results

•  Quality of earnings

•  Contribution to non- strategic outcomes
Corporate rating of 0% to 150% Bonus target amounts are pre-set percentages of cash salary, ranging from 90% to 140% for the NEOs Calculated Bonus = [corporate rating] x [bonus target amount] Execution of personal plan goals for the year results in a personal plan rating of 0% to 150%.
The maximum final bonus amount under the Grid is 150% of target.
$278
million 101% 101%
$250-277
million 91%-
100% 100%
$249
million 90% 89%
$222
million 80% 75%
$139
million 50% 50%
Less than
$139
million Less
than
50% 0%
The income and efficiency factors each were developed to provide target-level rewards for achieving budget, and superior rewards for exceeding budget, in 2017. The specific goals and drivers, relative to budget, are provided in the two tables that follow. The automatic adjustments to the financial performance numbers that were used for the 2% pre-tax earnings maximum mentioned above also were used for these two factors.
Calculation of the income factor was set up to be quantitative, without discretionary input from the Committee. For results at or worse than budget, the efficiency factor likewise was set up in a traditional performance grid. For efficiency results better than budget, however, the Committee wanted to retain full discretionary control over the impact of that factor upon the final bonus.
The two factors were weighted 75% and 25%, respectively. The Committee wanted efficiency outcomes to have a specific and meaningful impact on bonuses, while continuing to emphasize the critical and overall importance of earnings to the company and our shareholders. Specific drivers of the income factor and the efficiency factor are presented in the next two grid tables.
2017 Income Factor Grid (75% Wtg)
Adj’d 2017 Pre-
Tax Earnings Percent of
Budget Income
Factor*
$444 million
& above 110% & above 110% to max
of 150%
$404-444 million 100% - 110% 100% - 110%
$404 million
(budget) 100% 100%
$364-404 million 90% - 100% 90% - 100%
$303-363 million 75% - 90% 75% - 90%
$202-362 million 50% - 75% 50% - 75%
Below $202
million below 50% 0%
* Income Factor was interpolated within each row.
2017 Efficiency Factor Grid (25% Wtg)
Adj’d 2017 Non-
Interest Expense
(ex Fixed Income) Percent of
Budget Efficiency
Factor*
Below $700
million Below 100%* max of 150%*
$700 million
(budget) 100% 100%
$700-714 million 100% - 102% 90% - 100%
$714-728 million 102% - 104% 75% - 90%
Above $728
million Above 104% 0%

* ~~Core Pre-Tax Earnings Rating is~~Efficiency Factor was interpolated ifwithin each row. If performance had been better than budget, the Committee would have determined the Efficiency Factor using discretion.

56
COMPENSATION DISCUSSION AND ANALYSIS
Subjective Corporate Rating Adjustments
In 2017 the sum of the income and efficiency factors was subject to several potential subjective adjustments, leading ultimately to the final corporate rating. Overall, the subjective adjustments could have resulted in a change of up to 25%, plus or minus. Potential adjustment categories in 2017 were:
• Balanced scorecard results ~~fall between two points on~~
• Risk management results
• Quality of earnings assessment
• Contributions to non-strategic results
• Other adjustments, as determined by the ~~grid.~~Committee

The balanced scorecard ~~used as one of the subjective adjustment factors~~process ranked our company among Peer Banks on ~~seventeen~~eighteen financial measures. The scorecard process used quantitative financial measures and peer rankings, but was not used in a quantitative manner to determine a specific numerical rating. Instead, the Committee considered the scorecard results in a subjective manner.

The ~~Committee also considered~~ risk management ~~quality~~factor was intended to be used if unusual or exceptional events occurred that tested our level of ~~earnings,~~preparedness, or if events occurred that reflected well or poorly upon our risk management functions.
Under “quality of earnings” the Committee intended, among other things, to take account of unusual shortfalls or windfalls in revenues associated with interest rate movements during the year relative to budgetary expectations.
Our non-strategic segment encompasses several businesses which have been largely discontinued and ~~contribution~~are being wound down over many years. This segment often has contributed significant expenses to ~~non-strategic outcomes as potential~~our operating results, and occasionally significant items of income, during the past several years. Although the income and efficiency factors
exclude these impacts, the Committee retained the ability to adjust bonuses up or down depending upon the Committee’s subjective assessment of how these legacy businesses are managed to mitigate long-term impacts on the company.
All points in this process were subject to further adjustment ~~factors.~~up or down by the Committee.
Actual corporate adjustments made using this framework are discussed under “2017 MIP Bonus Outcomes” below.
Individual Rating
In ~~2015,~~addition to the corporate rating, each NEO’s individual rating could directly impact final bonus results. Each individual rating was to be based on the Committee’s subjective assessment of personal plan results and any other individual factors the Committee chose to consider. Individual ratings could range from 0% to 150%.
In 2017, the CEO’s personal plan included six major performance areas: strategic, financial (structural improvements and revenue growth), customer, shareholder value, employees, and risk management & credit quality. These areas had no particular weighting and were not applied in a quantitative ~~manner.~~manner except that risk management could affect up to 20 percentage points of the MIP individual rating. Each NEO’s personal plan substantially overlapped the CEO’s and also was related to operations managed by that NEO.

Actual individual rating impacts are discussed under “2017 MIP Bonus Outcomes” immediately below.
2017 MIP Bonus Outcomes
The outcomes of the MIP bonus process for the NEOs other than Mr. Kisber are summarized ~~below.~~in the following table.

2015 MIP Bonus Outcomes

NEO Core
PTE
Rating Overall
Impact of
Adjustments Corporate
Rating Bonus
Target
($) Calculated
Bonus ($) Individual
Rating Final
Bonus ($)
Mr. Jordan 82.5% +17.5% 100% 1,155,000 1,155,000 100% 1,155,000
Mr. Losch 82.5% +17.5% 100% 425,000 425,000 100% 425,000
Mr. Popwell 82.5% +17.5% 100% 450,000 450,000 100% 450,000
Mr. Valine 82.5% +17.5% 100% 328,500 328,500 100% 328,500
2017 MIP Bonus Outcomes
NEO Income
Factor Efficiency
Factor Overall
Impact of
Adjustments Corporate
Rating Individual
Rating Bonus
Target ($) Final
Bonus ($)
Mr. Jordan 75 % 25 % 0 % 100 % 100 % 1,225,000 1,225,000
Mr. Losch 75 % 25 % 0 % 100 % 111 % 475,000 525,000
Mr. Popwell 75 % 25 % 0 % 100 % 115 % 500,000 575,000
Mr. Tuggle 75 % 25 % 0 % 100 % 100 % 427,500 427,500

~~Core pre-tax~~Pre-tax earnings for ~~2015,~~2017, after all required adjustments were made, totaled ~~$236.5~~about $391 million. ~~That~~The most significant required adjustment excluded certain expenses for the Capital Bank merger. Adjusted pre-tax earnings resulted in an overall maximum bonus per person
of ~~$4.7~~$4 million (the plan maximum). Much smaller specific positive and ~~a core pre-tax earnings (PTE) rating of 82.5%.~~
~~The Committee determined that the core PTE rating should be adjusted in two parts.~~
~~First, the rating was adjusted to 92% by making three non-required~~negative additional quantitative adjustments ~~related~~were made, the two largest of which were to ~~the TrustAtlantic merger, an expense reduction~~exclude certain charitable contributions motivated in part by tax reform and certain life insurance gains. The net effect was to

64 57
COMPENSATION DISCUSSION AND ANALYSIS
~~related~~increase pre-tax earnings to ~~a retirement program,~~$401 million, which was slightly below budget and ~~a gain realized from the early redemption of long-term debt. The Committee judged~~resulted in an income factor that ~~the first~~rounded to 75%. Non-interest expense, excluding our fixed income segment and after all required adjustments, totaled $699 million in 2017. That was slightly better than budget and resulted in an ~~expense due~~efficiency factor that rounded to regulatory delay outside of management’s control, while the last two were positive impacts resulting from management decisions and effort. Although these adjustments were not required, the Committee’s decision to make them was consistent with recent past practice where items, positive or negative, have been excluded when not within management’s control.25%.

~~Second, the~~The Committee ~~further raised~~determined that no subjective adjustments to the corporate rating be made in 2017. Although many aspects of our operating results were outstanding, short-term impacts were significant to our bottom line results. On balance, since the most impactful events of 2017 are expected to have long-term, rather than short-term, benefits, the Committee decided to refrain from any subjective adjustments to the corporate rating for this year. Accordingly, the final corporate rating was 100% overall, because of the high quality of earnings in 2015 and non-strategic outcomes. Key factors driving these non-quantifiable adjustments for 2015 were excellent commercial loan growth and good deposit growth over and above that from the TrustAtlantic merger, good credit quality in the bank, good growth in the fixed income business, and excellent performance in the non-strategic loan portfolio, all of which(75% plus 25%).
Although the Committee believes ~~resulted largely from management efforts rather than uncontrollable factors.~~ our CEO has done an outstanding job, it determined to make no individual adjustment to Mr. Jordan’s 2017 bonus. In significant part, this inaction reflects a difficulty of having a single-year bonus structure when the most important event of 2017, the Capital Bank merger, will take several years to prove itself.
For ~~example, management responded~~bonuses paid to Messrs. Losch and Popwell, the ~~negative impacts (relative to budget)~~Committee made positive individual adjustments of ~~environmental factors, such as static low rates,~~about 11% and 15%, respectively. The Committee determined that both NEOs performed exceptionally well in 2017 overall, especially in connection with ~~positive actions, such as significant new incentives to drive economically profitable loan growth in excess of budget. The balanced scorecard process~~the Capital Bank integration planning and, ~~risk management factors were not important drivers of bonus outcomes in 2015.~~for Mr. Popwell, our bank’s excellent performance before considering the merger.

MIP Bonus for FTN Executive

Mr. Kisber is the president of our fixed income business unit (FTN Financial). His bonus for ~~2015~~
2017 was earned under the MIP, but was driven by the overall incentive pool created under the ~~Capital Markets~~FTN Financial Incentive Compensation Plan to provide a compensation opportunity consistent with that of competitors in that industry. The incentive pool generally is funded as a specified percentage of divisional net profits, as defined, plus an additional percentage if net profits exceed a specified return on expense.
The structure of Mr. Kisber’s ~~2015~~pay package has not changed in many years. His compensation
elements for any given year are paid or grantedduringthat year and the next.
For 2017, Mr. Kisber’s package generally ~~is a percentage~~was 15% of the incentive pool, subject to possible reduction approved by the Committee, ~~each year, not to exceed 15%~~ and subject to ~~certain limits imposed by the Committee. The Committee imposed~~ a $6 million overall ~~limit~~cap on ~~Mr. Kisber’s 2015~~on the package. ~~The first $2.5 million after salary~~Early in 2018, the fixed income pool for 2017 was to be ~~paid in cash,~~determined and the ~~next $1.9 million in regular annual stock awards,~~Committee was to determine Mr. Kisber’s final percentage and ~~any~~dollar amount. That final dollar amount ~~over that, up to $1 million,~~ was to be allocated and paid, until the final amount was exhausted, in ~~special RSUs (18-month vesting period, settled in cash).~~ the following order:
• Salary, paid during 2017: the first $0.6 million
•
Cash MIP bonus, to be paid in 2018: the next $2.5 million
• Regular annual stock awards, to be granted in 2018: the next $1.9 million
• Special MIP-driven RSUs (18-month vesting period, settled in cash), to be granted in 2018: the last $1.0 million.
The first $0.5 million of regular stock awards ~~in turn,~~ were to be granted ~~first in~~as RSUs, ~~(first $500,000), then~~and any remainder (up to $1.4 million) were to be granted 60% in PSUs ~~($840,000),~~ and ~~any remainder~~40% in stock options. The Committee ~~treats only the cash and the special RSUs ($3.5 million total) as part of the MIP award, though in fact the entire package after salary is performance-based.The Committee also retains~~retained the discretion under the MIP to reduce any calculated bonus amount for Mr. Kisber, but made no reduction for ~~2015.~~2017.

~~Fixed Income’s contribution to our pretax earnings in 2015 was $26.6 million.~~ Mr. Kisber’s ~~earned~~2016 package resulted in the grant to him of several stock awards early in 2017. Those grants, for ~~2015 was $2,500,000~~2016, appear as grants madeduring 2017 in cash (under the MIP) and $353,000 in regular RSUs. Since those regular RSUs were granted in 2016 and are not considered part of his 2015 MIP bonus, they are not reported as part of Mr. Kisber’s 2015 compensation.

~~Stock Awards~~
~~Overview~~various tables under “Recent Compensation” beginning on page 66.

In ~~2015,~~ the ~~CEO’s annual stock award mix was one-half~~chart which follows, Mr. Kisber’s potential compensation package for each of the years 2014 through 2017 (far left column) is compared to his actual compensation earned for each of those years, without regard to which year payment or grant occurred. The total value earned has varied over these years, reflecting significant variability in the earnings of our fixed income segment. All dollar values of awards are measured at grant using values assigned by the Committee, as discussed in the “Stock Awards” section beginning on page 59. PSU values granted are shown at 100% of target; actual vesting of PSUs ~~with RSUs and options comprising one-quarter each. For other NEOs except~~ will depends upon company performance relative to applicable PSU performance goals.

58
COMPENSATION DISCUSSION AND ANALYSIS
Mr. Kisber the more heavily weighted component consisted of RSUs. The Committee believes that this mix of equity provides appropriate incentives to focus on performance goals, especially for the CEO, and to remain with our company.Potential vs Actual Pay Package 2014-2017
($ in thousands)

Our fixed income segment’s contribution to our pretax earnings in 2017, after deducting all compensation, was $24 million. Mr. Kisber’s earned package for 2017 was $2,999,000. Net of salary, his calculated package would have resulted in a cash bonus of $2,399,000 and no stock awards. Although Mr. Kisber’s cash bonus is paid under our executive MIP, it is funded from our fixed income managers’ bonus pool. In order to increase funds available for manager bonuses from that pool, Mr. Kisber asked the Committee to reduce his 2017 bonus by $300,000. The Committee agreed, and his final bonus for 2017 was $2,099,000, as shown in the chart.
Stock Awards
Overview
In 2017, the CEO’s annual stock award mix was one-half PSUs, with RSUs and options comprising one-quarter each. For other NEOs except Mr. Kisber, the more heavily weighted component consisted of RSUs. The Committee believes that these mixes provide appropriate incentives to our NEOs to focus on performance goals and to remain with our company. The dollar amounts and mix of awards granted in 2017 to the NEOs are illustrated in the following table. Dollar amounts are shown using values assigned by the Committee. PSU values are shown at target levels. Further information about each award type is provided in the remainder of this discussion.
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COMPENSATION DISCUSSION AND ANALYSIS

2017 Annual Stock Award Grant Mix
($ in thousands)

* Mr. Kisber’s “potential” column illustrates the maximum potential for annual stock award grants in early 2018 based on 2017 performance, excluding the potential for a special type of RSUs which are treated as part of his MIP bonus. Mr. Kisber’s “actual” column shows the awards he actually received early in 2017, which were based on 2016 performance. See “MIP Bonus—MIP Bonus for FTN Executive” above, and “Stock Awards—Fixed Income Award Practices” and “2017 Grants of Plan-Based Awards” below, for additional information.
Restricted Stock Units

Regular ~~executive~~ RSUs granted to NEOs vest in March three years after grant if the NEO remains employed with the company through the vesting date. They are settled in shares. Dividends accrue during the vesting period and are paid in cash at vesting.
Stock Options

NEO stock option awards in ~~2015~~2017 vest in equal installments in March of the first four years following grant if the NEO remains employed with the company through the vesting dates. There is no accrual of cash dividends on options. Each option has a seven-year term and is priced at market at the time of grant. Options will achieve value only to the extent market value on the exercise date exceeds the option price fixed on the grant date.

A stock option provides a ~~direct~~ retention incentive over its vesting ~~period.~~period directly linked to our stock price growth. Options inherently align ~~a significant portion of~~ compensation with the interests of shareholders.

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Performance Stock Units
2017 PSUs

Consistent with competitive practice, the Committee makes annual grants of performance equity awards with a three-year performance period. The financial goals established at the beginning of each performance period are company-wide in focus and are uniform for all executives. Grants are ~~annual,~~made annually, so financial results in any given year can affect three outstanding awards. The Committee sets performance goals each year based on the company’s objectives at that time, and may change the types and amounts of awards compared to prior years based on desired managerial focus, competitive pressures, and other factors.

Payout of ~~2015~~2017 PSUs will be based on goal achievement as shown in the following chart. Adjusted ROE of our core business segments, averaged over the three-year period ~~2015-2017,~~2017-19, will be ranked against the average ROE results of those banks ~~which,~~that, at the end of the performance period, comprise the KBW Regional Bank Index (ticker symbol KRX). Payout can range from 50% to 150% of the target amount granted, or payout

60
COMPENSATION DISCUSSION AND ANALYSIS
can be zero if performance falls below the 50% threshold. Dividends accrue until payment but are paid only to the extent the underlying units vest. Performance will be determined in ~~2018~~2020 but ~~under a new feature,~~ payment will be deferred ~~two additional years~~ until ~~May of 2020.~~2022.

Only whole-year ROE results count in the rankings. The adjustments to our ROE ~~consist of several exclusions including~~are the ~~non-strategic segment’s earnings and allocated equity, certain accounting changes, litigation settlements, restructuring or right-sizing expenses, and items described~~same as the required adjustments associated with the 2% maximum under ~~certain specific areas of accounting guidance.~~the 2017 MIP bonus opportunity, discussed above under “Ordinary MIP Bonus” starting on page 55. The required adjustments are similar to, but not the same as, the notable item adjustments presented in Appendix C.

The KRX banks currently are fifty U.S. regional banks, a wider range of institutions than those in our Peer Bank group used for other purposes. For PSU awards, the Committee believes that an
independently-selected ~~basket~~group of competitors like the KRX banks provides a larger, more stable group against which to measure our performance over a three-year period. This rank structure was continued from recent years primarily because the use of a relative-rank goal rather than an absolute measure should provide a better reflection of our results versus competitors. It was chosen in part because of the volatile environment for us and our industry. The awards should self-adapt to industry events ~~which~~that will unfold over a three-year time horizon and ~~which~~ cannot be predicted in advance.
Most Recent PSU Performance
As discussed above, PSUs perform based on our ROE performance ranked against KRX peers. Peer data for a given year is not fully available until the following March. The most recent PSUs with final performance determined were granted in 2014 with a 2014-16 performance period, vesting in 2017. Our adjusted ROE over those three performance years ranked in the top half of the KRX peers. The following table shows the payout of the 2014 PSUs in relation to TSR and our stock price.
2014 PSU Statistics
PSU Payout (% of Target) 113%
TSR over PSU Lifetime 158%
FHN Stock Price at Grant $11.77/share
FHN Stock Price at Vesting $17.63/share

Fixed Income Award Practices

The overall amount of annual stock awards granted to Mr. Kisber, the head of our fixed income business, is impacted by the previous year’s results. Early each year, a maximum stock award opportunity is approved by the Committee as part of his entire compensation package, as discussed in “Relative Sizing and Mix” starting on page 61 above. Early in the next year, actual grants are approved which may be less than the opportunity levels, as discussed inSee “MIP Bonus—MIP Bonus for FTN Executive” starting on page 6558 above. ~~The amounts actually granted are based on an assessment of fixed income results. Quantitative and qualitative factors are considered.~~
Although Mr. Kisber’s opportunity for awards was substantial, as mentioned above, no awards were granted to him in early 2015 (shown in the Summary Compensation Table on page 70) due to the lower revenues and earnings achieved by our fixed income business segment in 2014 in the face of unfavorable market conditions.

~~Special~~2016 CEO Retention ~~Awards~~Award
In 2015, the Committee approved special retention awards for targeted executives, including Messrs. Losch, Popwell, and Valine. These awards consisted of restricted stock with a 5-year service vesting period. As with all awards, the recipient is required to work for us the entire “service vesting” period before the award is paid. Grant-date values varied, with the highest amount set at $500,000. The recipients were selected, and individual amounts were chosen, based on an analysis for each position of the risk of poaching by other companies balanced against retention-oriented awards already in place.
In February 2016 the Committee approved a special retention award for our CEO. The award ~~was in two parts consisting~~consists of 155,238 ~~special retention~~seven-year stock units and 411,747 late-vesting stock options.
The units have a 7-year service vesting and financial performance period.

66
The ~~units have a~~units’ performance goal is met if the TSR value of a share of our stock during the seven-year period is at least $11.63/share, which is ~~relatively nominal, compared to annual PSUs discussed above, in order to amplify~~slightly higher than market value on the ~~retention impact of the award.~~ grant date.
The stock options were granted at-market with service vesting in 2020, 2021, and 2022, or four, five, and six years after grant. The options expire in 2023, seven years after grant.
The Committee wanted this award to have substantial retention value as well as a strong linkage to shareholder value. The entire award continues to be at-risk for the market performance of our common stock during its seven-year ~~expiration date.~~duration. In making this award ~~to Mr. Jordan,~~ the Committee
wanted to close ~~the~~a gap it perceived in the ~~current total~~competitiveness of Mr. Jordan’s target compensation and the retention value of his outstanding ~~awards relative to the risk that another company might try to recruit him.~~awards. The Committee believes that Mr. Jordan’s leadership and experience have been critical to our company’s recent successes and will remain crucial in the years to come.
2012 CEO Retention Award
In May 2012 the Committee granted our CEO a special performance-based retention award. The award consisted of PSUs covering $3 million of stock (valued at grant) with a highly challenging goal. The award would have vested if our stock price had achieved $20/share for 60 consecutive trading days before the fifth anniversary of grant, or if the TSR value of a share of our stock measured at the end of those five years had been at least $20/share. Our stock value at grant was

61
COMPENSATION DISCUSSION AND ANALYSIS
$9.22 per share, so to achieve either of those alternative goals our stock value had to more than double in five years.
At the time of grant the Committee considered those goals to be appropriately challenging. The low interest rate and subdued economic environments, along with continued drag from our exited “non-strategic” businesses, created substantial challenges to achieving the kind of sustained stock value growth necessary to meet either of the goals.
TSR value for this award was measured using a starting value ($9.22, our stock price at grant), a
closing value ($18.41, our average stock price at the end of the award’s term), and an assumed reinvestment of actual dividends since grant.
The performance period ended on May 7, 2017. Although our stock price early in 2017 was above $20, in the end neither goal was met and the award forfeited. The final TSR value for this award was $19.88. Although an investment in our shares would have increased in value by 216% during the PSU’s lifetime, final TSR was twelve cents below what was needed for payout.

~~Deferral Programs~~CEO Multi-Year Cash Bonus

~~We offer many employees~~In October 2017 the Compensation Committee approved a special cash bonus for our CEO, Bryan Jordan, of $5.5 million. Committee members discussed the bonus with the entire Board of Directors in executive session. By making this award the Committee, and ~~directors~~ the ~~means to manage their personal tax obligations associated with compensation from~~entire Board, recognized and rewarded our CEO for the extraordinary overall performance our company ~~through various nonqualified deferral programs. All contributions are from participant deferrals;~~has achieved over the
~~company pays administrative costs but makes no direct contributions. Amounts deferred earn at-market returns indexed to the~~ past six years. That performance ~~of certain mutual funds selected by the participant.~~

~~Benefits~~has resulted in exceptional wealth creation for each shareholder who owned our stock before 2012 and still owns it today.

~~We provide~~The bonus was discretionary. The Committee assessed our long-term performance qualitatively, but also took into account quantitative performance measures. The section captioned “First Horizon Transformation Since 2007,” beginning on page 44, outlines major events since the recession. For this bonus, the Committee focused on the period after the financial crisis ended. Six years ago, at the end of 2011, our company was in stable condition but with significant headwinds and turbulence, impeding efforts to grow our business, our earnings prospects, and our stock value. At that time, we had been out of the TARP program for a ~~broad-based welfare benefit program~~year; loan growth and interest margins were low; and we had significant potential liability exposures from discontinued businesses dealing with mortgages, much larger than those of our peers. Our stock value had declined each of the previous two years (by over one-third, in total), reflecting the market’s judgment that our prospects were unclear and our risks were high. For similar reasons, it was difficult to ~~employees~~engage in ~~line with competitors. Through this program employees may select a variety~~serious pursuit of benefits such as health and dental insurance coverage, a vision benefit, and other items. We also provide broad-based death and disability benefits. We provide other benefits to executives to remain competitive, including the following:strategic acquisitions.

~~Survivor Benefit Plan—This plan provides a benefit of 2.5 times base salary if death occurs during active service, which is reduced~~
Our management team’s focus then, as now, was to ~~1.0 times salary if death occurs following departure due to disability or retirement. This benefit is provided to about 300 active employees, including all NEOs, based~~control what could be controlled while resolving the legacy issues as optimally as possible. The
focus on ~~job grade, as an alternative to the broad-based survivor benefit.~~
controllable items resulted in several key, broad initiatives:
• ~~Executive disability program—Our broad-based disability benefit provides up to 60%~~grow loan and deposit relationships by emphasizing, with all employees, the importance of monthly pay (including base salary, bonus, commissions and incentive compensation) income replacement, subject to a cap. The executive program benefit has a higher cap of $25,000 per month. An executive may elect to purchase an additional benefit of up to $5,000 per month.superior customer service;

• ~~Perquisites—We provide~~grow loans and defend margins by penetrating and developing higher-profit market niches, which we call our specialty lending areas;
• exercise discipline in making acquisitions in terms of price, business “fit,” and post-closing execution;
• create a ~~limited range of perquisites~~culture which seeks always to spend less while maintaining service and profitability levels, and to spend more only when revenue prospects warrant; and
• manage the entire enterprise using metrics which focus on returns in relation to invested capital and risk, so that capital-inefficient activities, and those with risk-reward imbalances, are ~~customary~~curtailed while efficient activities with acceptable risk are nurtured.
Starting before 2011, but especially since then, these and similar initiatives have been transformational. Loans and deposits in our regional banking segment have grown significantly and steadily, more than offsetting significant run-off of legacy business in the non-strategic segment. Although total expenses have been volatile, controllable expenses, especially those in the banking segment, have been cut while earnings have grown. Not all controllable expenses are down—costs associated with driving higher revenues or efficiencies are up in many cases, but only after management assesses the ability of those costs to more than pay for themselves. The steady and still-compounding successes in these and other areas:
allowed our Board to raise our common dividend per share four times, from 4 cents annually in

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COMPENSATION DISCUSSION AND ANALYSIS
2012 to 36 cents annually in 2017 (48 cents in 2018);
• resulted in our ~~industry. Details of executive perquisites are discussed beginning~~stock price increasing from $8.00 per share at year-end 2011 to $19.29 per share on ~~page 72 of this proxy statement~~October 20, 2017, the last trading day before the Committee meeting;
• for an investor who owned 1,000 shares in ~~footnote (i)~~2011 with dividends reinvested, grew that investment from $8,000 to ~~the Summary Compensation Table.~~more than $21,000; and
• positioned us to pursue seriously and then successfully close our merger in 2017 with Capital Bank Financial.
The Committee also considered the forfeiture of the 2012 special PSUs, discussed above. In the Committee’s view, under Mr. Jordan’s leadership the company and its shareholders obtained an extraordinary gain in share value. That gain fell just short of the aggressive goal established in that award. Because that award forfeited, the Committee felt that Mr. Jordan’s exceptional performance, directly benefiting all shareholders, was not properly being recognized and rewarded.

~~Post-Employment~~Deferral, Retirement, and Other Benefits

Benefits other than Change in Control
We provide retirement and other post-employment benefits ~~discussed below,~~ that we believe are customary in our industry. We provide them to remain competitive in retaining and recruiting talent. The table below summarizes the major types of benefits provided to
NEOs. Many of these benefits are broad-based and so available to most or all full-time employees, and many others are available generally to employees whose compensation levels exceed certain thresholds, regardless of officer status.

Deferral, Retirement, and Other Benefits Summary

~~Savings Plans~~
We provide all qualifying full-time employees with the opportunity to participate in our tax-qualified 401(k) savings plan. The plan allows employees to defer receipt of earned salary on a tax-advantaged basis. Accounts may be invested in a wide range of mutual funds and in our common stock. Since 2013, we have provided a 100% match for the first 6% of salary each eligible participant (having at least one year of service) elects to defer into the plan, up from a 50% match on the first 6% of salary deferred in previous years. Matched
~~contributions can be invested in company stock or certain other investment vehicles at the participant’s election.~~
Qualifying contributions to the savings plan are capped by tax law. Our savings restoration plan provides a restorative benefit to participants in the savings plan whose compensation exceeds the limits, including all participating NEOs. The combined qualified and restoration contributions occur as if the tax limitations did not exist.

Benefit Type Benefit Provided Further Information
Savings Plan (broad-based) Tax-qualified defined contribution (retirement savings) Participants may defer a portion of salary into a fully funded tax-advantaged savings account, up to IRS dollar limits. We provide a 100% match on the first 6% of salary deferred. Match amounts for the NEOs are included in column (i) of the Summary Compensation Table on page 67, with additional information provided in the table captioned “All Other Compensation (Col (i)) for 2017” on page 69 and its explanatory notes.
Savings Restoration Plan Non-qualified deferral Provides a restorative benefit to savings plan participants whose compensation exceeds IRS limits, as if the savings plan were not subject to those limits. Restoration match amounts for the NEOs are included with savings plan match amounts; see the row above. Match amount and withdrawal information is provided under “Non- Qualified Deferred Compensation Plans” beginning on page 76.
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COMPENSATION DISCUSSION AND ANALYSIS
Benefit Type Benefit Provided Further Information

Deferred Compensation Plan Non-qualified deferral Participants may defer payment of a portion of salary, bonus, and other cash compensation. Taxation is deferred until paid. There is no company match. The plan pays at-market returns indexed to the performance of certain mutual funds selected by the participant. We hedge this obligation by purchasing those funds. Deferral and withdrawal information for the NEOs, along with other plan information, is provided under “Non-Qualified Deferred Compensation Plans” beginning on page 76.
Pension Plan (broad-based) Tax-qualified defined benefit (retirement) Participants earned a defined retirement benefit dependent mainly on salary level (up to IRS limits) and tenure. The plan was closed to new hires after August 31, 2007; the benefit was frozen at year-end 2012. Pension benefit information for the NEOs, along with other plan information, is provided under “Pension Plans” beginning on page 75. Any change in pension value for the NEOs is included in column (h) of the Summary Compensation Table on page 67 and the related notes on page 68.
Pension Restoration Plan Non-qualified defined benefit (retirement) Provides a restorative benefit to pension plan participants. The two plans work together as if the IRS limits did not exist. Restoration benefits and value changes are included with those of the pension plan; see the row above.
Health & Welfare programs (broad-based) Cafeteria benefit program Employees may elect annually to participate in several programs such as health and dental insurance, vision, dependent care, etc. We provide an allowance for this purpose based on salary, tenure, and certain wellness incentives, subject to IRS limits. A participant may elect to use any leftover allowance for the savings plan. The amounts of these broad-based benefits for the NEOs are not reported in other tables or charts of this proxy statement, except that any savings plan contributions made by the company are reported as part of the match amounts. See the “Savings Plan” row above.
Survivor Benefit Plan Death benefit Provides a benefit of 2.5 times base salary if death occurs during active service, which is reduced to 1.0 times salary if death occurs following departure due to disability or retirement. This executive benefit substitutes for a broad-based survivor benefit. Cost amounts for the NEOs are included in column (i) of the Summary Compensation Table on page 67, with additional information provided in the table captioned “All Other Compensation (Col (i)) for 2017” on page 69 and its explanatory notes.
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~~Pension Plans~~
COMPENSATION DISCUSSION AND ANALYSIS

Benefit Type Benefit Provided Further Information
Executive disability program Disability benefit The executive benefit cap is $25,000 per month. An executive may elect to purchase, with personal funds, an additional disability benefit of up to $5,000 per month. This executive benefit substitutes for a broad-based survivor benefit. Cost amounts for the NEOs are included in column (i) of the Summary Compensation Table on page 67, with additional information provided in the table captioned “All Other Compensation (Col (i)) for 2017” on page 69 and its explanatory notes.
Other Perquisites Misc. We provide a limited range of other executive perquisites that are customary in our industry, including financial counseling, imputed income for certain usage of corporate aircraft (for spousal attendance at business events), and executive wellness. Cost amounts for the NEOs are included in column (i) of the Summary Compensation Table on page 67, with additional information provided in the table captioned “All Other Compensation (Col (i)) for 2017” on page 69 and its explanatory notes.
Our pension plan is a traditional broad-based plan providing a defined benefit to eligible employees upon retirement. Employees hired after August 31, 2007 (including Messrs. Losch and Valine) were not eligible to participate. The benefit is based upon a participant’s average base salary for the highest five years of the ten most recent years of credited service, and social security benefits (under an offset formula). Benefits normally are payable after age 65. The formula works in a traditional manner so that longevity with the company is rewarded. Benefits under the plan were frozen in 2012. As a result, no new years of service or changes in base compensation after 2012 will affect benefit levels.
Tax laws limit the qualifying salary that can be used, and thus the benefit that can be paid, under the pension plan to a dollar amount that is adjusted each year for inflation. Our pension restoration plan provides a restorative benefit to certain executives who participate in the pension plan, including all participating NEOs, so that the combined pension and restoration benefit is calculated as if the limitations on the qualifying pension benefit did not exist. The pension and pension restoration plans thus operate as a single plan in terms of defining a person’s benefit. Benefits under the restoration plan also were frozen in 2012.

Change in Control (CIC) Benefits

~~Since the mid-1980s, the~~The financial services industry ~~has experienced extraordinary~~experiences periods of ~~consolidation.~~significant consolidation separated by periods of modest activity. Merger activity abated substantially following the last recession, but ~~activity excluding~~(excluding the four largest U.S. ~~banks~~banks) resumed several years ago. Although this industry pattern has ~~rebounded somewhat the past few years. Although these circumstances have~~ created substantial business opportunities for us and others, ~~they have~~it also has created substantial personal uncertainties for employees. Our CIC severance agreements and CIC plan features were put in place a number of years ago in response to these uncertainties.

We have CIC severance agreements with each ~~NEO other than Mr. Kisber.~~NEO. These are not employment agreements. They provide significant benefits if employment is terminated in connection with a CIC event, but otherwise provide no employment protection. Additional information about these contracts is provided under the caption ~~“Change in Control~~“CIC Severance Agreements” in the “Change in ~~Control (CIC) Arrangements”~~Control” section beginning on page 8078 of this proxy statement.
The primary objectives of our CIC severance agreements are to allow us to compete for executive talent during normal ~~times.~~times, mitigating the personal risk that a CIC would present. If a CIC situation were to arise, the agreements also provide an incentive for our executive team to remain with the company, focused on corporate objectives, during the pursuit, closing, and transition periods that accompany CIC transactions in our industry.

Under many of our programs a CIC event can cause awards or benefits to vest, be paid, or be calculated and paid at target payout levels. The main objective of these features is to allow us to offer competitive compensation packages in an industry where robust periods of consolidation occur. Like our CIC severance agreements, these program features have a double trigger, which means that vesting or payment is accelerated only when a CIC event occurs resulting in termination of employment.

Compensation Committee Report

The Compensation Committee Report is located on page 1821 of this proxy statement under the caption “The Compensation Committee.”
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RECENT COMPENSATION
Recent Compensation

This Recent Compensation section provides detailed information about the compensation paid to our named executive officers in ~~2015.~~2017. This section should be read in conjunction with the immediately preceding Compensation Discussion and Analysis section.

~~2015~~2017 Direct Compensation Actually Paid

A comprehensive Summary Compensation Table, along with detailed footnotes and commentary, is presented in the next several sections. To provide context for that information, the following chart shows direct compensation amounts actually paid in ~~2015~~2017 to our named executive officers, except that the ~~2015~~2017 MIP bonus (which was paid early in
~~2016)~~2018) is included rather than any earlier bonus. Direct compensation components include salary, bonus paid, and stock awards vested. For this purpose, amounts are considered “paid” if they were paid or deferred on a fully-vested basis. All amounts are shown before reduction for withholding taxes and other payroll deductions.

~~2015~~2017 Direct Compensation Actually Paid
($ in millions)

Key details regarding the segments in this chart follow:

• MIP Bonus. Each annual bonus award under the MIP for ~~2015~~2017 was paid in cash early in ~~2016, except Mr. Kisber’s was paid partly in restricted stock units (RSUs).~~2018.

• Stock Awards Vested. Awards vested in ~~2015~~2017 consisted of performance stock units (PSUs), restricted stock shares (RS), RSUs, and stock options. Values are based on the market price of our stock on the vesting date. Stock options are
valued based on the “spread” at vesting, which
is the difference between market price at that time and the option price; any negative spreads at vesting are ~~ignored (there were none in 2015). Bonuses~~ignored.
• Multi-Year Bonus for ~~2012~~CEO. In 2017 we paid our CEO a special cash bonus for exceptional performance since 2011. Because this was an unusual event Mr. Jordan’s direct compensation is shown with and ~~2013 were paid partly in RS, portions of which vested in 2015 and are included in this segment. Stock award values reported in this chart were significantly boosted in 2015 because our stock prices~~without that bonus included.See “CEO Multi-Year Cash Bonus” beginning on ~~the vesting dates ranged from $13.89 to $14.64 per share, which were significantly higher than prices on the various grant dates.~~page 62 for additional information.

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RECENT COMPENSATION
Summary Compensation & Award Grant Tables

Summary Compensation Table

The amounts shown in the Summary Compensation Table include all compensation earned for ~~2015,~~2017, including amounts deferred by those persons for all services rendered in all capacities to us and our subsidiaries. Compensation amounts from the past two years
are also ~~are included for most of the named executives.~~included. Additional compensation information is provided in the remainder of this section. No named executive officer who served as a director was separately compensated as a director.

Summary Compensation Table 2015-2017

(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Change in
Pension
Non-Equity Value &
Incentive NonQualified
Plan Deferred
Name and Stock Option Compensa- Compensation All Other
Principal Salary Bonus Awards* Awards tion* Earnings** Compensation Total
Position Year ($) ($) ($) ($) ($) ($) ($) ($)
D.B. Jordan 2015 $ 815,000 — $ 1,144,893 $ 429,016 $ 1,155,000 $           — $ 81,582 $ 3,625,491
Chairman, 2014 760,000 — 1,054,486 418,371 904,400 243,395 97,485 3,478,137
President, & 2013 760,154 — 1,057,165 595,874 820,800 — 75,736 3,309,729
CEO

W.C. Losch 2015 $ 425,000 — $ 604,276 $ 167,247 $ 425,000 $           — $ 41,382 $ 1,662,905
EVP & CFO 2014 425,000 — 398,415 158,080 361,250 — 47,732 1,390,477
2013 423,077 — 468,020 201,949 260,000 — 32,377 1,385,423

M.E. Kisber 2015 $ 600,000 — $ — $ — $ 2,500,000 $           — $ 48,917 $ 3,148,917
President–FTN 2014 600,000 — 509,994 404,684 2,124,000 185,746 109,308 3,933,732
Financial 2013 600,000 — 1,802,270 712,767 2,000,000 — 52,752 5,167,789

D.T. Popwell 2015 $ 450,000 — $ 672,517 $ 177,086 $ 450,000 $           — $ 53,853 $ 1,803,456
President– 2014 450,000 — 421,860 167,375 400,000 144,163 67,663 1,651,031
Banking 2013 450,000 — 495,548 213,829 325,000 — 55,185 1,539,562

Y.A. Valine 2015 $ 362,692 — $ 801,146 $ 112,858 $ 328,500 $           — $ 35,884 $ 1,641,080
EVP–Chief
Risk Officer
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Name and
Principal
Position Year Salary
($) Bonus*
($) Stock
Awards
($) Option
Awards
($) Non-Equity
Incentive
Plan
Compensation
($) Change in
Pension**
Value &
NonQualified
Deferred
Compensation
Earnings
($) All Other
Compensation
($) Total
($)
D.B. Jordan 2017 $ 875,000 $ 5,500,000 $ 1,640,822 $ 520,273      $ 1,225,000              $ 479,791                  $ 92,879          $ 10,333,765
Chairman, 2016 868,654 — 2,736,995 1,768,560 1,323,000 225,014 88,227 7,010,450
President, & CEO 2015 815,000 — 1,144,893 429,016 1,155,000 — 81,582 3,625,491

W.C. Losch 2017 $ 475,000 — $ 498,769 $ 158,164 $ 525,000 $ — $ 43,885 $ 1,700,818
EVP & CFO 2016 468,654 — 498,804 168,685 513,000 — 42,329 1,691,472
2015 425,000 — 604,276 167,247 425,000 — 41,382 1,662,905

M.E. Kisber 2017 $ 600,000 — $ 954,879 $ 288,449 $ 2,099,000 $ 121,354 $ 49,632 $ 4,113,314
President– 2016 600,000 — 352,992 — 2,500,000 65,990 50,347 3,569,329
FTN Financial 2015 600,000 — — — 2,500,000 — 48,917 3,148,917

D.T. Popwell 2017 $ 500,000 — $ 525,026 $ 166,484 $ 575,000 $ 86,332 $ 62,223 $ 1,915,065
President– 2016 493,654 — 525,050 177,563 540,000 49,306 59,959 1,845,532
Banking 2015 450,000 — 672,517 177,086 450,000 — 53,853 1,803,456

C.T. Tuggle 2017 $ 475,000 — $ 391,882 $ 124,269 $ 427,500 $ 82,935 $ 41,172 $ 1,542,758
EVP & General 2016 475,000 — 391,905 132,539 461,700 9,750 40,883 1,511,777
Counsel 2015 475,000 — 391,896 146,868 427,500 — 38,343 1,479,607

* ~~For 2012, MIP bonuses were paid partly~~In October 2017 Mr. Jordan received a special cash bonus in ~~restricted stock or stock units issued early in 2013. MIP-driven stock awards related to 2012 were reported in prior-year proxy statements as part~~recognition of ~~2012 bonus, and so are not included in 2013’s column (e).~~outstanding performance over the past six years. See “CEO Multi-Year Cash Bonus” beginning on page 62.

** In this column negative values are ignored rather than netted. For Messrs. Jordan, Kisber, and Popwell, actual pension value changes for 2015 ~~and 2013~~ were negative: ($39,521), ($28,213), and ($21,405) ~~for 2015, and ($107,128)~~, ~~($63,893), and ($58,746) for 2013,~~ respectively.

Explanations of certain columns follow:

Col ~~(b) Year.~~ ~~Mr. Valine was not a named executive before this year’s proxy statement.~~
~~Col~~ (c) Salary. ~~Cash~~Annual cash salary is ~~shown in this column. Salary stock units (SSUs), which were discontinued after 2013, are included in column (e).~~shown.

Col (d) Bonus. ~~No discretionary bonuses were paid to the named executive officers.~~ Column (g) shows the annual ~~Management Incentive Plan (MIP)~~MIP bonus awards earned. Mr. Jordan was paid a discretionary special bonus in October 2017 to recognize outstanding performance over the past six years, as discussed in “CEO Multi-Year Cash Bonus” beginning on page 62.
Cols (e)-(f) Accounting Values. Columns (e) and (f) show the grant date fair value of the awards using the accounting method applicable to our financial statements. The accounting valuation method makes assumptions about growth and
volatility of our stock value, expected duration in the case of options, vesting, forfeiture, future company performance, and other matters. A discussion of those assumptions appears in note 19 to our ~~2015~~2017 annual report to shareholders. Actual future events may be substantially inconsistent with the assumptions. Accordingly, the actual values realized by an award holder are

70
likely to differ substantially from these accounting values.

Col (e) Stock Awards. Column (e) includes the accounting values of ~~SSU (2013 only),~~ RSU, PSU, and retention RS awards granted during each year. These do not represent amounts paid or earned; they are

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RECENT COMPENSATION
the values attributed to awards under applicable accounting rules.

Col (e) Regular PSUs. PSUs are performance-based, using a three-year performance period. Eventual payout may be higher or lower than the accounting values used in column (e), and may be zero. PSUs also have a service-vesting requirement. PSUs granted after 2014 also have a mandatory two-year deferral period after vesting. Generally, PSU performance depends upon our adjusted core-segment ROE ranking relative to certain peer banks during the performance period. For 2014, a second type of PSU was granted (20% of the total that year), the performance of which depends upon the Committee’s subjective assessment of total corporate performance as well as individual performance over that performance period (2014-16). In all cases,Each year, a percentage of PSUs (50% to 150%) will vest if threshold or higher performance goals are achieved during the performance period and if the holder remains employed with the company through the vesting date. ~~The~~ PSUs ~~shown~~ settle inwith shares rather than cash. In column (e) PSU amounts are shown at their original accounting values assigned at grant. Those accounting values are less than the possible payouts if all performance conditions are maximally achieved. The following table provides a summary of the maximum payouts of the PSU awards for each named executive, based on our stock values on the respective grant dates.

Maximum Dollar Values* of PSUs

(Based on Share Price at Grant Date)

Name 2013 2014 2015 2015 2016 2017
Mr. Jordan $ 1,128,591 $ 1,054,486 $ 1,144,996 $ 1,144,996 $ 1,641,213 $ 1,640,956
Mr. Losch 382,498 199,207 223,186 223,186 249,465 249,427
Mr. Kisber 1,350,000 764,991 — — — 682,322
Mr. Popwell 404,993 210,930 236,306 236,306 262,584 262,554
Mr. Valine ** ** 150,597
Mr. Tuggle 195,993 196,000 195,964

* Maximum dollar values = 150% of target unit levels for all years presented
** ~~Mr. Valine was not a named executive in these years.~~ valued at grant date fair value. Actual maximum values depend upon our actual stock price when paid.
Col (e) Regular RSUs. Since 2014 the annual equity award package has included RSUs which vest in three years and settle in shares.

Col (e)-(f) Retention ~~RS.~~Awards. On occasion special retention awards are made to selected individuals.
In 2015, retention RS awards were granted to ~~Messrs~~Messrs. Losch ~~Popwell,~~ and ~~Valine. These awards~~Popwell. They vest five years after grant.
In 2016, retention stock units (col (e)) and stock options (col (f)) were granted to Mr. Jordan. The stock units have a seven-year service-vesting and performance period. The option price was set at our market price on the grant date. The retention options have a seven-year term and vest in equal parts four, five, ~~years.~~
~~Col (e) MIP-Driven Stock Awards.~~ ~~In 2013, non-FTN MIP bonuses relating to 2012 performance were paid 40% in RS awards~~ and ~~60% in cash. The full amounts of those bonuses previously were reported as part of 2012 bonus. To avoid double-counting, those MIP-driven awards are not reported in column (e).~~six years after grant.

Col (f) Stock Options. Column (f) includes the accounting values of stock options granted.

Col (g) Annual MIP Bonus Awards. This column shows the annual bonus earned for each year under our MIP. For all three years, MIP bonuses (except for Mr. Kisber) were based upon achievement in the following areas: pre-set levels of adjusted annual pre-tax ~~core earnings;~~earnings (core-segment earnings for 2015, consolidated for 2016 and 2017); execution of personal plan goals; and individual contribution to risk management, quality of earnings, and objectives for our non-strategic business segment; and the results of a balanced scorecard process ranking us among selected peer banks on a matrix of balance sheet, capital, expense, earnings, and other ~~measures; execution of personal plan goals; and individual contribution to risk management, quality of earnings, and objectives for our non-strategic business segment.~~measures. Mr. Kisber’s bonuses were based on the net profits of our FTN Financial division, of which he is the President. For any given year, FTN net profits also drove stock awards granted to Mr. Kisber the following year.

Col (h) Pension & Deferred Compensation.Column (h) includes changes in defined benefit pension actuarial values, which are the aggregate increase during the year in actuarial value of both pension plans (qualified and restoration). Our pension plans were closed to new employees in 2007. ~~Messrs.~~Mr. Losch ~~and Valine do~~does not participate. ~~The pension plan~~Pension benefits were frozen in 2012. Incremental ~~increases~~changes in actuarial pension values ~~occurred~~occur after 2012 mainly due to ~~lower~~changes in discount rates used, changes in mortality tables, and changes to life expectancy due to the ~~adoption~~passage of ~~an updated mortality table based on generally increased life expectancies.~~time. No above-market earnings on deferred compensation were accrued during the year for any of the named executives.

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RECENT COMPENSATION
Col (i) All ~~Other.~~Other Compensation. Elements of “All Other Compensation” for ~~2015~~2017 consist of the following:

All Other Compensation (Col (i)) for ~~2015~~2017

(i)(a) (i)(b) (i)(c) (i)(d)
Perquisites
&
Other Life
Personal 401(k) Insur. Total
Name Benefits Match Prems. Col (i)
Mr. Jordan $ 24,471 $ 48,265 $ 8,846 $ 81,582
Mr. Losch 11,870 24,727 4,785 41,382
Mr. Kisber 6,120 35,285 7,512 48,917
Mr. Popwell 22,396 26,285 5,172 53,853
Mr. Valine 11,120 20,954 3,810 35,884
(i)(a) (i)(b) (i)(c) (i)(d)
Name Perquisites
&
Other
Personal
Benefits 401(k)
Match Life
Insurance
Premiums Total
Col (i)
Mr. Jordan    $ 31,533     $ 52,500    $ 8,846     $ 92,879
Mr. Losch 9,820 28,500 5,565 43,885
Mr. Kisber 6,120 36,000 7,512 49,632
Mr. Popwell 26,271 30,000 5,952 62,223
Mr. Tuggle 23,307 12,300 5,565 41,172

Explanations of certain columns in the Col (i) table follow:

Col (i)(b) “Perquisites and Other Personal Benefits” includes the following types of benefits: Flexible Dollars; Financial Counseling; Disability Insurance; and Aircraft Usage. Benefits are valued at the incremental cost to us. “Flexible Dollars” represents our contribution to our ~~broadbased~~broad-based benefits plan, a qualified cafeteria-type benefit plan. “Financial Counseling” represents payments for the preparation of income tax returns and related financial counseling. “Disability Insurance” represents insurance premiums with respect to our disability program. “Aircraft Usage” represents imputed income to the executives when their spouses accompany them on a business trip using non-commercial aircraft. This column also includes
imputed taxable income from our company-wide wellness program, and (for Mr. Jordan) the cost of participating in the Mayo Clinic Executive Health
Program. The Board of Directors requires Mr. Jordan to participate in the Mayo program.

Col (i)(c) “401(k) Match” represents our matching contribution to our 401(k) savings ~~plan. Starting in 2013, coincident with freezing~~plan and to the pension benefits, the 401(k) match rate was doubled to 100% of the first 6% of salary each eligible participant (having at least one year of service) elects to defer into the plan, up from 50% of the first 6%. Also, we implemented arelated savings restoration ~~plan for each employee whose base salary exceeds the IRS limit.~~plan. Any flexible benefits plan contributions to the savings plan are included in column (i)(b).

Col(i)(d) “Life Insurance Premiums” represents supplemental life insurance premiums. Under our survivor benefits plan a benefit of 2.5 times annual base salary is paid upon the participant’s death prior to retirement, or one times final salary upon death after retirement.

2017 Grants of Plan-Based Awards

The following table provides information about the MIP bonus opportunity established for, and the grants of PSUs, stock options, RSUs, and retention RSawards during, ~~2015.~~2017. In this table the MIP bonus opportunity is considered a “Non-Equity Incentive Plan Award,” PSUs are considered to be
“Equity Incentive Plan Awards,” while RSUs ~~and RS~~ are considered to be “All Other Stock Awards.” In the table each row represents a separate award grant; a column for a row is blank if it does not apply to the type of award listed in that row or if the dollar amount is $0.

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RECENT COMPENSATION
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l)
All Other All Other
Stock Option
Awards: Awards: Exercise
Estimated Possible Payouts Estimated Future Payouts Number Number of or base Grant date
under Non-Equity Incentive under Equity Incentive of Shares Securities price of Fair Value
Plan Awards Plan Awards of Stock Underlying Option of Stock
Grant Threshold Target Maximum Threshold Target Maximum or Units Options Awards and Option
Name Date ($) ($) ($) (#) (#) (#) (#) (#) ($/sh) Awards($)
Mr. Jordan MIP 2-12 $ 577,500 $ 1,155,000 $ 1,732,500 NA
Opt 2-12 106,880 $ 14.28 $ 429,016
PSU 2-12 31,621 63,242 94,863 763,331
RSU 2-12 26,720 381,562
Mr. Losch MIP 2-12 $ 212,500 $ 425,000 $ 637,500 NA
Opt 2-12 41,666 $ 14.28 $ 167,247
PSU 2-12 6,164 12,327 18,491 148,787
RSU 2-12 20,833 297,495
RRS 2-12 11,064 157,994
Mr. Kisber MIP 2-12 NA NA $ 3,500,000 NA
Mr. Popwell MIP 2-12 $ 225,000 $ 450,000 $ 675,000 NA
Opt 2-12 44,117 $ 14.28 $ 177,086
PSU 2-12 6,526 13,052 19,578 157,537
RSU 2-12 22,058 314,988
RRS 2-12 14,005 199,991
Mr. Valine MIP 2-12 $ 164,250 $ 328,500 $ 492,750
Opt 2-12 28,116 $ 14.28 112,858
PSU 2-12 4,159 8,318 12,477 100,398
RSU 2-12 14,058 200,748
RSA 2-12 35,014 500,000

Awards Granted in 2017
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l)
Estimated Possible Payouts
under Non-Equity Incentive
Plan Awards Estimated Future Payouts
under Equity Incentive
Plan Awards All Other
Stock
Awards:
Number
of Shares
of Stock All Other
Option
Awards:
Number of
Securities
Underlying Exercise
Price of
Option Grant Date
Fair Value
of Stock
Name Award Grant
Date Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#) or Units
(#) Options
(#) Awards
($/sh) and Option
Awards($)
Mr. Jordan MIP 2-10 $612,500 $ 1,225,000 $ 1,837,500 NA
Opt 2-10 110,871 $19.73 $ 520,273
PSU 2-10 32,044 64,087 96,131 1,093,965
RSU 2-10 27,717 546,856
Mr. Losch MIP 2-10 $237,500 $ 475,000 $ 712,500 NA
Opt 2-10 33,705 $19.73 $ 158,164
PSU 2-10 4,871 9,741 14,612 166,279
RSU 2-10 16,852 332,490
Mr. Kisber MIP 2-10 NA NA $ 3,500,000 NA
Opt 2-10 61,469 $19.73 $ 288,449
PSU 2-10 13,324 26,648 39,972 454,881
RSU 2-10 25,342 499,998
Mr. Popwell MIP 2-10 $250,000 $ 500,000 $ 750,000 NA
Opt 2-10 35,478 $19.73 $ 166,484
PSU 2-10 5,127 10,254 15,381 175,036
RSU 2-10 17,739 349,990
Mr. Tuggle MIP 2-10 $213,750 $ 427,500 $ 641,250 NA
Opt 2-10 26,482 $19.73 $ 124,269
PSU 2-10 3,827 7,653 11,480 130,637
RSU 2-10 13,241 261,245
Explanations of certain columns follow:

Col (b).. An award is effective for legal and accounting purposes on its grant date. For each award shown, the Compensation Committee took final action to grant each award on that date.

Cols (c)-(e) MIP Bonus Opportunities.The Committee established performance criteria and set target amounts early in ~~2015~~2017 for MIP bonus opportunities. Details about the opportunities, their goals, and their limitations are discussed in “Annual MIP Bonus” beginning on page ~~63.~~55.

~~The~~Mr. Kisber’s compensation package, including annual MIP bonus, ~~for Mr. Kisber~~ is based on a percentage of net profits generated by the FTN Financial fixed income division, without any threshold or target levels. The Compensation Committee established an overall maximum of ~~$3.5~~$6 million for Mr. Kisber’s ~~2015 bonus opportunity. The~~2017 package, payable in this order if earned: first, $600,000 of salary; second, $2.5 million of ~~earned bonus was payable~~MIP cash bonus; third, $1.9 million of regular annual stock awards (RSUs, PSUs, and options) to be granted in ~~cash,~~2018; and ~~the last~~fourth, $1 million in cash-paid MIP-driven RSUs, also to be granted in 2018. His entire MIP bonus opportunity was, ~~payable~~therefore, $3.5 million. Correspondingly, all stock awards granted to Mr. Kisber in 2017, whether or not connected to the ~~form of MIP-driven RSUs.~~MIP, relate back to FTN Financial’s net profits in 2016.
The information in columns (c)-(e) shows ~~2015~~2017 MIP bonus opportunities. Information concerning MIP bonuses actually earned for ~~2015~~2017 is shown in column (g) of the Summary Compensation Table and under the caption “Annual MIP Bonus” beginning on pages 7067 and ~~63,~~55, respectively.

Cols (f)-(h) Stock Incentives. The performance requirements for the ~~2015~~2017 PSU awards are discussed in the notes for column (e) of the
Summary Compensation Table above. Performance below the threshold level will result in 0% payout. Performance above threshold will result in payouts ranging from 50% (col (f)) to 100% (col (g)) to 150% (col (h)) of target levels. See “Performance Stock Units” beginning on page 6660 for additional information. The ~~2015~~2017 PSUs will vest on May 12, ~~2018~~2020 if threshold performance is achieved, but payment will be deferred for two years.

Also included in these columns is Mr. Jordan’s special retention stock units. These have a performance goal based on total shareholder return for a seven-year performance period. If the performance goal and the seven-year service requirements are met, payout is 100%; if not, payout is zero. There are no lesser or greater payment levels for varying degrees of performance.
Col (i) Other Stock Awards. Column (i) includes RSUs ~~and retention RS~~ granted in ~~2015.~~2017.

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RECENT COMPENSATION

Cols (j)-(k) Stock Options.Column (j) shows the number of shares granted under options to the named executives in ~~2015,~~2017, and column (k) shows the exercise price per share of those options. The exercise price was the market price of our stock on the grant date. Mr. Jordan received two option grants, a regular annual award and a special retention award, which are shown in separate rows in the table. For additional information regarding option awards see the discussion of column (f) of the Summary Compensation Table beginning on page 7067 of this proxy statement.
Col (l) Grant date fair values.Column (l) reflects the accounting value of the awards shown in columns (g), (i) and (j). Our stock price on the grant date, February 10, 2017, was $19.73 per share. For stock options, the grant date fair value is based on the Black Scholes value on the grant date, which was ~~$4.0140~~$4.6926 per share. For additional information see the discussion of columns (e) and (f) of the Summary Compensation Table beginning on page ~~70.~~67.

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Supplemental Disclosures for Summary Compensation and ~~Grants of Plan-Based Awards~~Grant Tables

For information about the rationale behind, sizing of, and other aspects concerning the major compensation elements, see “Overview of Direct Compensation Components,” “Relative Sizing & Mix,” and “Salary” beginning on pages ~~58, 61,~~49, 53, and ~~63,~~55, respectively.

The vesting and expiration schedules of equity-based awards granted in ~~2015~~2017 are as follows:

• ~~Stock~~Regular stock options vest in equal parts on March 2 of the first four years after grant and expire on March 2 seven years after grant.

• PSUs vest on May 12 three years after grant if goals are achieved at the 50% payout level or greater.

• RSUs ~~and retention RS awards~~ vest on March 2 three ~~and five~~ years after ~~grant, respectively.~~grant.

Vesting information related to all equity awards held by the named executives at year-end appears under the heading “Outstanding Equity Awards at Fiscal Year-End” ~~below,~~beginning on page 72, especially in the notes to the table in that section. For all awards, vesting will or may be accelerated or pro-rated in the cases of death, disability, retirement, and qualifying termination after a change in control. For
performance awards, service-vesting may be
waived, but performance goals generally are not waived, following retirement, and awards may be pro-rated. Additional information concerning the acceleration features of awards is set forth under the caption “Change in Control (CIC) Arrangements” on page ~~80.~~78.

Dividends or dividend equivalents accrue at normal declared rates on stock awards other than options. Accrued dividends and equivalents are paid at vesting, or forfeit if the award is forfeited.

~~Participants may pay the exercise price of options with shares of our stock which they own.~~
The Compensation Committee has approved a mandatory tax withholding feature under which vested shares are automatically withheld in an amount necessary to cover minimum required withholding taxes. A supplemental feature allows the holder to elect withholding at the maximum tax rate instead. Options have no mandatory or supplemental tax feature. Under our Equity Compensation Plan we do not re-use, in new grants, shares withheld to cover taxes.

The Compensation Committee generally has the power to impose deferral of payment as a term or condition of an award. The ~~2015~~2017 PSUs have a . mandatory two-year payment deferral after vesting.

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RECENT COMPENSATION

Outstanding ~~Equity~~Stock Awards at Fiscal Year-End

The following table provides information about stock options, all types of restricted stock and stock units, and all performance stock awards (at target levels) held at December 31, ~~2015~~2017 by the named executive officers.

Outstanding Equity Awards at Fiscal Year-End ~~2015~~2017

(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Option Awards Stock Awards
Equity
Equity Incentive
Incentive Plan
Equity Plan Awards:
Incentive Awards: Market or
Plan Number Market Number of Payout Value
Number of Number of Awards: of Shares Value of Unearned of Unearned
Securities Securities Number of or Units Shares or Shares, Shares, Units
Underlying Underlying Securities Option of Stock Units of Units or or Other
Unexercised Unexercised Underlying Exercise Option Held that Stock that Other Rights Rights that
Options(#) Options(#) Unearned Price Expiration Have Not Have Not that Have Not Have Not Option Awards Stock Awards
Name Exercisable Unexercisable Options(#) ($/sh) Date Vested(#) Vested($) Vested(#) Vested($) Number of
Securities
Underlying
Unexercised
Options(#)
Exercisable Number of
Securities
Underlying
Unexercised
Options(#)
Unexercisable Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unearned
Options(#) Option
Exercise
Price
($/sh) Option
Expiration
Date Number
of Shares
or Units
of Stock
Held that
Have Not
Vested(#) Market
Value of
Shares or
Units of
Stock that
Have Not
Vested($) Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
that Have Not
Vested(#) Equity
Incentive
Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights that
Have Not
Vested($)
Mr. Jordan 195,780 — — $11.85 2/11/2018 185,434 — — $ 10.82 2/12/2020
89,592 29,864 — 11.77 2/12/2021
215,644 71,882 — 9.46 2/14/2019 53,440 53,440 — 14.28 3/2/2022
92,716 92,718 — 10.82 2/12/2020 47,063 141,190 — 11.62 3/2/2023
29,864 89,592 — 11.77 2/12/2021 — 411,747 — 11.62 3/2/2023
— 106,880 — 14.28 3/2/2022 — 110,871 19.73 3/2/2024
69,154 $ 1,004,116 517,885 $ 7,519,690 101,500 $ 2,028,985 396,659 $ 7,929,213
Mr. Losch 48,607 — — $11.85 2/11/2018 62,846 — — 10.82 2/12/2020
63,424 21,142 — 9.46 2/14/2019 33,852 11,284 — 11.77 2/12/2021
31,422 31,424 — 10.82 2/12/2020 20,832 20,834 — 14.28 3/2/2022
11,284 33,852 — 11.77 2/12/2021 14,307 42,921 — 11.62 3/2/2023
— 41,666 — 14.28 3/2/2022 — 33,705 — 19.73 3/2/2024
57,984 $ 841,928 47,177 $ 685,010 77,363 $ 1,546,486 39,410 $ 787,806
Mr. Kisber 7,846 — — 36.09 7/1/2018
10,312 — — 27.46 7/1/2019
221,811 — — 10.82 2/12/2020
86,661 28,887 — 11.77 2/12/2021
8,513 — — 23.49 7/2/2021
3,156 — — 15.84 7/1/2022
— 61,469 — 19.73 3/2/2024
55,720 $ 1,113,843 26,648 $ 532,694
Mr. Popwell 66,543 — — $ 10.82 2/12/2020
35,842 11,948 — 11.77 2/12/2021
22,058 22,059 — 14.28 3/2/2022
15,060 45,180 — 11.62 3/2/2023
— 35,478 — 19.73 3/2/2024
83,922 $ 1,677,601 41,560 $ 830,784
Mr. Tuggle 52,680 — — $ 10.82 2/12/2020
28,754 9,585 — 11.77 2/12/2021
18,294 18,295 — 14.28 3/2/2022
11,241 33,724 — 11.62 3/2/2023
— 26,482 — 19.73 3/2/2024
54,017 $ 1,079,800 32,103 $ 641,739
74 72
RECENT COMPENSATION
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Option Awards Stock Awards
Equity
Equity Incentive
Incentive Plan
Equity Plan Awards:
Incentive Awards: Market or
Plan Number Market Number of Payout Value
Number of Number of Awards: of Shares Value of Unearned of Unearned
Securities Securities Number of or Units Shares or Shares, Shares, Units
Underlying Underlying Securities Option of Stock Units of Units or or Other
Unexercised Unexercised Underlying Exercise Option Held that Stock that Other Rights Rights that
Options(#) Options(#) Unearned Price Expiration Have Not Have Not that Have Not Have Not
Name Exercisable Unexercisable Options(#) ($/sh) Date Vested(#) Vested($) Vested(#) Vested($)
Mr. Kisber 10,910 — — $25.99 7/1/2016
10,025 — — 28.27 7/1/2017
202,531 — — 11.85 2/11/2018
7,846 — — 36.09 7/1/2018
190,274 63,425 — 9.46 2/14/2019
10,312 — — 27.46 7/1/2019
110,905 110,906 — 10.82 2/12/2020
28,887 86,661 — 11.77 2/12/2021
8,513 — — 23.49 7/2/2021
3,156 — — 15.84 7/1/2022
— $ — 126,509 $ 1,836,911
Mr. Popwell 41,924 — — $11.85 2/11/2018
51,373 17,125 — 9.46 2/14/2019
33,271 33,272 — 10.82 2/12/2020
11,947 35,843 — 11.77 2/12/2021
— 44,117 — 14.28 3/2/2022
64,200 $ 932,184 49,952 $ 725,303
Mr. Valine 42,531 — — $11.85 2/11/2018
44,397 14,799 — $  9.46 2/14/2019
19,408 19,409 — $10.82 2/12/2020
7,062 21,187 — $11.77 2/12/2021
— 28,116 — $14.28 3/2/2022
66,276 $ 962,328 29,935 $ 434,656

Explanations of certain columns in the table follow:

Col (c) Unvested Options. The vesting dates of options reported in column (c) are:

Stock Options Unvested at Year-End 2017

Grant Vesting
Date Date Mr. Jordan Mr. Losch Mr. Kisber Mr. Popwell Mr. Valine
2/14/2012 2/14/2016 71,882 21,142 63,425 17,125 14,799
2/12/2013 2/12/2016 46,359 15,712 55,453 16,636 9,704
2/12/2017 46,359 15,712 55,453 16,636 9,705
2/12/2014 2/12/2016 29,864 11,284 28,887 11,947 7,062
2/12/2017 29,864 11,284 28,887 11,948 7,062
2/12/2018 29,864 11,284 28,887 11,948 7,063
2/12/2015 3/2/2016 26,720 10,416 — 11,029 7,029
3/2/2017 26,720 10,416 — 11,029 7,029
3/2/2018 26,720 10,417 — 11,029 7,029
3/2/2019 26,720 10,417 — 11,030 7,029
Grant
Date Vesting
Date Mr. Jordan Mr. Losch Mr. Kisber Mr. Popwell Mr. Tuggle
2/12/2014 2/12/2018 29,864 11,284 28,887 11,948 9,585
2/12/2015 3/2/2018 26,720 10,417 — 11,029 9,147
3/2/2019 26,720 10,417 — 11,030 9,148
2/11/2016 3/2/2018 47,063 14,307 — 15,060 11,241
(regular) 3/2/2019 47,063 14,307 — 15,060 11,241
3/2/2020 47,064 14,307 — 15,060 11,242
2/11/2016 3/2/2020 137,249 — — — —
(retention) 3/2/2021 137,249 — — — —
3/2/2022 137,249 — — — —
2/10/2017 3/2/2018 27,717 8,426 15,367 8,869 6,620
3/2/2019 27,718 8,426 15,367 8,869 6,620
3/2/2020 27,718 8,426 15,367 8,870 6,621
3/2/2021 27,718 8,427 15,368 8,870 6,621

Col (g) Unvested Non-Performance Shares & Units. Column (g) includes unvested RSUs and RS, specifically regular annual RSUs ~~RS granted in connection with certain previous MIP bonuses,~~ and special retention RS awards. The vesting dates of those awards are shown ~~below:~~in the following table:
75
RS & RSU Awards Unvested at Year-End 2017

Grant Award Vesting Award Vesting
Date Type Date Mr. Jordan Mr. Losch Mr. Kisber Mr. Popwell* Mr. Valine Type Date Mr. Jordan Mr. Losch Mr. Kisber Mr. Popwell Mr. Tuggle
2/12/2013 MIP RS 2/12/2016 — — — 4,242 —
2/12/2013 MIP RS 3/2/2016 12,570 3,520 — — 3,080
2/12/2014 RSU 2/12/2017 — — — 23,895 —
2/12/2014 RSU 3/2/2017 29,864 22,567 — — 14,124
2/12/2015 RSU 3/2/2018 26,720 20,833 — 22,058 14,058 RSU 3/2/2018 26,720 20,833 — 22,058 18,294
2/12/2015 Ret RS 3/2/2020 — 11,064 — 14,005 35,014 Ret RS 3/2/2020 — 11,064 — 14,005 —
2/11/2016 RSU 3/2/2019 47,063 28,614 30,378 30,120 22,482
2/10/2017 RSU 3/2/2020 27,717 16,852 25,342 17,739 13,241

* Mr. Popwell’s pre-2015 awards vest on February 12 rather than March 2.
Col (i) ~~PSUs.~~Performance Equity Awards. Column (i) reports PSU awards, and a special retention stock unit award, granted from ~~2012~~2015 through ~~2015~~2017 which are outstanding at year-end. The performance periods for those ~~PSUs~~awards are shown below. The performance period for the 2015 PSU awards has ended, but performance (relative to peers) cannot be determined until all peer companies have reported 2017 earnings.
Awards are reported in units at target levels. In ~~each~~all but one case, ~~except 2012,~~ the maximum is 150% of target. For the ~~2012~~special retention award in 2016, the maximum is 100% ~~of target. The 2012 PSUs~~
~~were~~. That is a special incentive/retention award for the ~~CEO which do not pay anything unless either (a) our stock maintains a $20 price level for a certain period before~~CEO. It pays if the 5^th~~anniversary of grant, or (b) the~~total shareholder return value of a share of ~~our~~ stock ~~on the 5~~^th~~anniversary, measured using total shareholder return,~~ is at least ~~$20.~~$11.63 on the seventh anniversary of grant. The special award requires continuous employment with the company during the performance period.

73
RECENT COMPENSATION

~~PSU~~
Performance Equity Awards Unvested at Year-End 2017
(Stock Units at Target Level)

Grant Performance
Date Period Mr. Jordan Mr. Losch Mr. Kisber Mr. Popwell Mr. Valine
5/07/2012 5/12-5/17 325,379 — — — —
2/12/2013 2013-15 69,537 23,567 83,179 24,953 14,556
2/12/2014 2014-16 59,727 11,283 43,330 11,947 7,061
2/12/2015 2015-17 63,242 12,327 — 13,052 8,318
Grant Performance
Date Period Mr. Jordan Mr. Losch Mr. Kisber Mr. Popwell Mr. Tuggle
2/12/2015 2015-17 63,242 12,327 — 13,052 10,825
2/11/2016 2016-18 114,092 17,342 — 18,254 13,625
2/11/2016* 2/2016-2/2023 155,238 — — — —
2/10/2017 2017-19 64,087 9,741 26,648 10,254 7,653

*  Special CEO retention award in 2016 pays all-or-none rather than on a scale.
Cols (h) & (j) Values. Columns (h) and (j) reflect year-end market values ($19.99/share) of the awards reported in columns (g) and (i),
respectively, with no discount
for risk of forfeiture or time delay until vesting. The values reported are not based on financial accounting methods.

Options Exercised and Stock Vested

The following table shows stock options exercised by the named officers ~~(none in 2015)~~ along with other stock awards that vested during ~~2015.~~2017. The stock awards consist of regular RSUs and PSUs granted in 2014, all of which were paid in ~~shares. No RSUs held by named executives vested in 2015.~~stock. The dollar
values ~~of shares or~~
~~share units vested~~shown for the stock awards are based on market prices ~~for~~of our stock on the respective vesting ~~dates. Those prices in 2015 were significantly higher than prices on the various grant dates.~~dates plus accrued cash dividend equivalents, before withholding taxes.

~~Options Exercised and Stock Awards Vested During 2015~~
Options Exercised and Stock Awards Vested During 2017 Options Exercised and Stock Awards Vested During 2017
(a) (b) (c) (d) (e) (b) (c) (d) (e)
(a) Option Awards Stock Awards
Number of
Number of Shares
Shares Value Acquired or Value
Acquired Realized Units Paid on Realized Option Awards Stock Awards
Name on Exercise(#) on Exercise($) Vesting(#) on Vesting($) Number of
Shares
Acquired
on Exercise(#) Value
Realized
on Exercise($) Number of
Shares
Acquired or
Units Paid on
Vesting(#) Value
Realized
on Vesting($)
Mr. Jordan — — 118,964 $ 1,710,949 — — 97,057 $1,786,074
Mr. Losch — — 55,884 803,893 48,607 $328,941 35,260 678,277
Mr. Kisber — — 83,245 1,197,063 — — 48,746 859,392
Mr. Popwell — — 48,216 686,572 — — 37,336 731,457
Mr. Valine — — 25,582 367,931
Mr. Tuggle — — 29,950 576,133
76 74
POST-EMPLOYMENT COMPENSATION
P~~ost~~-E~~mployment~~C~~ompensation~~Post-Employment Compensation

Overview & Common Terms

We offer programs providing benefits after retirement and for certain other terminations. Other programs have features that enhance, accelerate, reduce, shorten, or forfeit benefits if employment terminates in various ways. Those programs and features are discussed in this section.

Common post-employment terms include:

• Discharge or Resignation. A termination of employment by First Horizon or by the executive, respectively, other than disability or retirement.

• Disability. A permanent inability to work.
• Retirement. A termination of employment after meeting certain age and service requirements specified in the applicable program. Some programs specify early and normal retirement requirements; others specify only normal retirement or make no provision for retirement.

• Change in Control,, or ~~CIC.~~CIC. A corporate change in control of ~~FHN~~First Horizon as defined in the program. The definition used in active programs is discussed in ~~“Change in Control—~~“CIC Definition” on page ~~80.~~78.

Pension Plans

We operate two defined benefit retirement plans: a broad-based ~~taxqualified~~tax-qualified pension plan and an unfunded non-qualified pension restoration plan limited to employees for whom the qualified benefit is limited by tax law. The restoration plan extends the benefit beyond that tax law limit. The two plans effectively provide a single pension benefit.

The plans were closed to new hires in 2007, and benefits were frozen at year-end 2012. Credited service years do not increase after 2012, and changes in compensation are ignored.

Pension benefits are based on average compensation for the highest 60 consecutive months of the last 120 months of service prior to 2013, length of service prior to 2013, and social security benefits. Covered compensation includes cash salary reportable to the IRS plus pre-tax contributions under the savings plan and employee contributions under the flexible benefits plan, and excludes bonuses, commissions, other deferred compensation, and incentives.

A “normal” pension benefit provides a monthly payment to the employee for life beginning at retirement at age 65. Participants under age 65 who are at least age 55 with 15 years of service may retire early with a reduced pension benefit. The reduction varies based on age at retirement. Similarly, a delay in retirement will increase benefits. A participant may make other elections which change the benefit. Those include a spousal benefit election, a minimum (certain) payment term, and a lump sum benefit (restoration plan only). Married participants often choose a qualified
joint and survivor annuity with a surviving spouse receiving 50 percent of the participant’s benefit.

The following table shows estimated normal retirement benefits under the pension plans as of December 31, ~~2015. Messrs.~~2017. Mr. Losch ~~and Valine do~~does not participate in these plans.

Pension Benefits at Year-End 2017
~~Pension Benefits~~(a) (b) (c) (d) (e)
Number of Present
Years of Value of Payments
Credited Accumulated During Last
Name Plan Service (#) Benefit ($) Fiscal Year ($)

~~(a)~~ ~~(b)~~ ~~(c)~~ ~~(d)~~ ~~(e)~~
~~Name~~ ~~Plan~~ ~~Number of~~
~~Years of~~
~~Credited~~
~~Service (#)~~ ~~Present~~
~~Value of~~
~~Accumulated~~
~~Benefit ($)~~ ~~Payments~~
~~During Last~~
~~Fiscal Year ($)~~
Mr. Jordan Qualified 6 yrs $~~223,213~~286,332 —
Restoration 6 yrs ~~691,469~~856,035 —
Mr. Kisber Qualified 20 yrs ~~760,566~~$947,911 —
Restoration NA NA NA
Mr. Popwell Qualified 6 yrs ~~243,329~~$306,726 —
Restoration 6 yrs 399,873 ~~327,632~~ —
Mr. Tuggle Qualified 9 yrs $580,141 —
Restoration 9 yrs 980,820 —

Explanations of certain columns follow:

Col (c). This column shows full years of credited service, unchanged since 2012.

Col (d). Column (d) reflects the actuarial present value of each named executive’s accumulated benefit, computed as of the same pension plan measurement date used for financial statement reporting purposes with respect to ~~2015~~2017 except that retirement age is assumed to be the normal retirement age of 65. Column (d) amounts were calculated by the pension plan actuary using the projected unit credit cost method. This method

75
POST-EMPLOYMENT COMPENSATION
recognizes cost in an increasing pattern as a participant approaches retirement. The ~~2015~~

77
2017 discount rates are ~~4.30%~~3.76% for the pension plan and ~~4.00%~~3.59% for the pension restoration plan and reflect the expected average term until settlement of each of these plans. The assumptions on which the
amounts presented in the table are based are discussed in note 1918 to our financial statements.

Col (e). No pension benefit amounts were paid during ~~2015~~2017 to any named executive officer.

Non-Qualified Deferred Compensation Plans

We provide several plans allowing executives to defer receipt and taxation of cash salary and bonus. Deferred amounts are credited to accounts and earnings accrue according to the provisions of each plan. Participants have some discretion regarding the length of the deferral period, the investment criteria upon which earnings are based, and whether payout will be lump sum or an annuity. A commonly selected deferral period lasts until employment terminates. These plans are unfunded: no trust holds funds in the accounts, which legally are unsecured debt we owe participants.

In all plans each account is fully vested and non-forfeitable. Except for the timing of payments, plan accounts are not reduced or enhanced by termination of employment, change in control, or other event.

~~Starting in 2013, with the freezing~~The qualified plan allows an employee to make contributions of ~~the pension plans discussed above, we have provided~~salary into a plan account, subject to limits imposed by tax laws. We provide a 100% match under the broad-based tax-qualified savings plan for the first 6% of salary each eligible
participant (having at least one year of service) elects to defer into the ~~plan, up from a 50% match~~
~~for the first 6% of salary deferred in previous years. The qualified plan allows employee contributions subject to dollar limits imposed by tax laws.~~plan.

We have adopted a savings restoration plan for those employees, including most executives, whose base salary exceeds the tax limits imposed on the qualified ~~plan’s ceiling.~~plan. The restoration plan provides a nonqualified vehicle for highly-paid employees to continue to participate in a savings plan beyond the tax law limits. Unlike the qualified plan, the restoration plan is unfunded. The restoration plan offers many of the same investment options as the qualified plan, but our stock is not among those.

We reduce the risk of ~~its~~our obligations under the restoration and other nonqualified deferred compensation plans by purchasing investments designed to track the performance of the investment elections made by participants.

Information concerning account activities and balances of the named executive officers with respect to non-qualified deferred compensation plans is presented below.

Nonqualified Deferred Compensation

(a) (b) (c) (d) (e) (f)
Name Executive
Contributions in
Last Fiscal
Year ($) Company
Contributions in
Last Fiscal
Year ($) Aggregate
Earnings in
Last
Fiscal Year ($) Aggregate
Withdrawals/
Distributions ($) Aggregate
Balance at Last
Fiscal Year
End ($)
Mr. Jordan $259,205 $32,365 $ (358 ) — $1,300,175
Mr. Losch 9,600 8,827 (1,855 ) — 89,034
Mr. Kisber 20,100 19,385 36,390 — 1,012,917
Mr. Popwell 11,100 10,385 (3,283 ) — 97,524
Mr. Valine 9,810 5,054 (277 ) — 67,845
Nonqualified Deferred Compensation During and at Year-End 2017

(a) (b) (c) (d) (e) (f)
Executive Company Aggregate Aggregate
Contributions in Contributions in Earnings in Aggregate Balance at Last
Last Fiscal Last Fiscal Last Withdrawals/ Fiscal Year
Name Year ($) Year ($) Fiscal Year ($) Distributions ($) End ($)

Mr. Jordan $403,350 $36,300 $346,262 — $2,559,705
Mr. Losch 24,600 12,300 22,748 — 169,505
Mr. Kisber 39,600 19,800 70,309 — 1,383,381
Mr. Popwell 27,600 13,800 19,919 — 182,655
Mr. Tuggle 24,600 12,300 82,307 — 564,541
Explanations of certain columns follow:

Col (b).Traditional deferred compensation ~~plan.~~plan. Currently up to 80% of cash salary and 80% of annual cash bonus may be deferred in the traditional deferred compensation plan for executives.

Col (b).Savings restoration ~~plan.~~plan. Column (b) includes executive salary contributions to this plan.
Col (c). Includes company matching contributions under the savings restoration plan. We make no company contributions to the traditional deferred compensation plan.

Col (d). Earnings reflect interest for those accounts that earn interest. For accounts that are phantom shares of stock or mutual funds, earnings reflect increases and decreases of account value throughout the year. Those amounts are netted as applicable to the individual.

76
POST-EMPLOYMENT COMPENSATION

Col (e). Hardship withdrawals are allowed under certain plans. Except under the savings restoration

78
plan, an in-service distribution date may be selected when the deferral election is made.

Col (f). Certain plan accounts are denominated as numbers of shares of stock or mutual funds. All
such accounts are valued based on the fair market value of those shares at year-end.
The information above excludes the tax-qualified savings plan. For additional information concerning deferred compensation plans see “Deferral, ~~Programs”~~Retirement, and Other Benefits” beginning on page ~~67.~~63.

Employment & Termination Arrangements

We have no employment agreement with any named executive. Many plans and programs contain special provisions regarding termination of employment in various common situations, including in connection with retirement or a change
in control. We also have certain other arrangements that deal primarily with retirement and change in control situations. This section provides information concerning those provisions and arrangements.

Termination Unrelated to Change in Control

The table below summarizes the impact upon the amounts of various items of compensation of a termination of employment under certain circumstances, other than termination related to a change in control event. Change in control
situations are discussed in the following section. In addition to forfeiture of unpaid benefits, many awards provide for clawback of paid benefits if discharge “for cause,” as defined in the applicable program, occurs within two years of payment.

Impact of Termination Events on Unpaid Compensation Items

Resignation/Discharge Death/Disability Retirement Key Facts
MIP Bonus Opportunity Forfeit Generally forfeit, but discretionary payment is possible Generally forfeit, but discretionary payment is possible Committee can pro-rate or fully waive service requirement, still subject to performance conditions
PSUs Forfeit Pro-rated waiver of service requirement, no waiver of performance For approved retirement, pro-rated waiver of service requirement, no waiver of performance Committee may require covenants such as ~~non-competes~~non- competes as a condition for retirement approval
Exercisable Stock Options Expire 3 months after termination Expire 3 years after termination Expire 3 years after termination Option term is shortened to new expiration date, cannot be extended
Unexercisable Stock Options Forfeit Expire 3 years after termination Expire 3 years after termination Option term is shortened to new expiration date, cannot be extended
Restricted ~~stock~~Stock & RSUs Forfeit Pro-rated Discretionary payment is possible, usually pro-rated if approved Committee may accelerate vesting in normal retirement situations subject to compliance with covenants such as non-competes
Pension Plans, ~~Qualified~~Qual’d Savings Plan, NQ Def’d Comp Plans No impact No impact No impact ~~Benefits~~Contributions, accounts, and benefits are fully vested
Savings Restoration Plan Lump sum payment Lump sum payment Lump sum payment Benefits are fully vested; any termination triggers payment
79 77
POST-EMPLOYMENT COMPENSATION
Change in Control (CIC) Arrangements

Special change in control (CIC) severance agreements are in place with ~~all of the~~each named executive ~~officers except Mr. Kisber.~~officer. In addition, many of our compensation programs have special provisions that apply if we experience a CIC event. This section provides information concerning arrangements and benefits that would apply if a CIC occurs.

CIC Definition

In our plans and programs the term “change in control” includes the following events:

• A majority of the members of our Board of Directors changes, with certain exceptions.

• A person or other entity becomes the beneficial owner of 20 percent or more of our outstanding voting stock, with certain exceptions.

• Our shareholders approve, and there is a consummation of, a merger or other business combination, unless (i) more than 50% (60% in the CIC severance agreements) of the voting power resulting from the business combination is
represented by voting securities outstanding immediately prior thereto, (ii) no person or other entity beneficially owns 20% or more of the resulting corporation, and (iii) at least a majority ~~(two-thirds~~(a two-thirds majority in the CIC severance agreements) of the members of the board of directors of the resulting corporation were our directors at the time of board approval of the transaction.

• Our shareholders’ approve a plan of complete liquidation or dissolution or a sale of substantially all of our assets. In 2016, two major ~~plans~~ plans—the Equity Compensation Plan and the Management Incentive Plan—were amended ~~(subject to shareholder approval—See vote items 2 and 3)~~ so that consummation of an asset sale, rather than mere approval, is a CIC event.

Summary of CIC Effects

The following table summarizes the impacts of a CIC event on various items of compensation. Details about current dollar amounts of many of these items are provided in the “CIC Potential Payout” section below.

Impact of CIC on Unpaid Compensation Items

Item Impact Key Factors
MIP ~~bonus opportunity~~Bonus Opportunity Pro-rate target amount of bonus if employment terminates Performance at target is presumed; ~~pro-rationing~~pro-rating is based on % of performance period elapsed
PSUs Award is paid at target if employment terminates; award may be adjusted, or converted to non-performance RSUs, if employment continues. Committee has discretion to adjust or convert awards depending on the CIC context
Exercisable ~~stock options~~Stock Options No impact
Restricted ~~stock,~~Stock, RSUs, ~~unexercisable stock options~~Unexercisable Stock Options Accelerate if employment terminates, otherwise no impact Awards have a double-trigger feature
Qualified ~~pension plan~~Pension Plan Limited impact Any excess funding is allocated to all plan participants
Pension ~~restoration plan~~Restoration Plan Lump sum payment See details below
Qualified ~~savings plan~~Savings Plan No impact
Savings ~~restoration plan~~Restoration Plan No impact from CIC Any separation results in lump sum payment; CIC itself has no effect on amount or timing of payment
NQ ~~deferred compensation~~Deferred Compensation Limited impact Accounts are paid into rabbi trusts, inaccessible to FHN’s successor
CIC ~~severance agreements~~Severance Agreements Cash payment & other benefits if employment terminates CIC benefits are discussed in the next section

Under the pension restoration plan, a lump sum payment is made to participants representing the present value, using a discount rate of 4.2%, of the participant’s scheduled projected benefits
actuarially adjusted based on the participant’s age at the time of the CIC event. For participants under age 55, the CIC calculation is made assuming age 55 had been reached.

78
POST-EMPLOYMENT COMPENSATION
CIC Severance Agreements

We have CIC severance agreements with all of the named ~~executive officers except Mr. Kisber.~~executives. The agreements provide a payment equal to three times annual base salary plus three times a “bonus amount” if we discharge the officer other than for

80
disability, retirement, or cause, or if the officer resigns for a predefined good reason, in either case within 36 months after a CIC event. The “bonus amount” is the average actual annual cash bonus paid over the preceding five years, excluding the years with the highest and lowest ~~bonuses, with certain exceptions for executives who have participated in the executive bonus plan less than five years.~~bonuses. Older agreements ~~(Mr. Jordan)~~(Messrs. Jordan and Tuggle) provide generally for a federal excise tax gross-up; newer agreements (Messrs. Losch, ~~Popwell,~~Kisber, and ~~Valine)~~Popwell) have no such provision. Severance payments are to be reduced if a small reduction in benefit (up to 5% or $50,000) would avoid the excise tax. The agreements provide for continued healthcare and life insurance benefits for an 18-month period as allowed by tax laws. Non-disparagement, cooperation, and non-solicitation covenants are included in the agreements. These agreements do not guarantee employment for any term or period; they only apply if ~~involuntary~~ loss of employment occurs following a CIC event. Each agreement can be
terminated unilaterally upon three years’ prior notice.
CIC Potential Payout

The table below shows potential amounts payable to the named executive officers if a CIC occurred and employment with us terminated on December 31, ~~2015.~~2017. The closing stock price on December 31, ~~2015~~2017 of ~~$14.52~~$19.99 per share is used when valuing stock based items. For purposes of the table, the following assumptions and adjustments have been made: (1) the present value of future health and welfare and other non-cash benefits is calculated by using current costs; (2) the value of non-forfeited stock options is based solely on the ~~year-end~~ spread between the option price and ~~the~~our actual year-end stock value; and (3) no forfeiture factors ~~exist related to misconduct or other external events (partial forfeitures may be imposed automatically to avoid significantly adverse tax outcomes). For many~~exist. Many of the amounts shown in the table ~~below, a CIC event merely accelerates~~accelerate the timing of payment of an amount that would have been paid eventually ~~and does not increase~~without increasing the amount paid. The table shows all payment amounts, whether or not increased by the CIC and termination, whether or not increased by the CIC, for the sake of completeness.

Potential Dollar Value of Payments Upon An Assumed
Termination of Employment at Year-End ~~2015~~2017 Related to a CIC Event

Name Cash
Severance Pro Rata
Bonus* Stock
Awards Pension
& Restoration Savings
Restoration Health &
Welfare Other Tax Gross-up
Payments** Total
Mr. Jordan $5,064,200 $   863,067 $9,798,956 $643,016 $231,674 $26,750 $25,000 $6,069,856 $22,722,519
Mr. Losch 2,067,000 264,000 1,889,811 NA 89,033 20,660 25,000 NA 4,355,504
Mr. Kisber NA 3,500,000 2,871,220 NA 252,580 NA NA NA 6,623,800
Mr. Popwell 2,342,500 330,833 2,015,795 307,463 97,524 21,240 25,000 NA 5,140,355
Mr. Valine 1,781,000 228,667 1,637,302 NA 67,845 19,197 25,000 NA 3,759,011
Cash Pro Rata Stock Pension Savings Health & Tax Gross-up
Name Severance Bonus* Awards Restoration** Restoration Welfare Other Payments*** Total
Mr. Jordan $ 5,684,400 $ 1,019,800 $ 15,480,439 $ 765,986 $ 394,586 $ 28,988 $ 25,000 $ 7,551,833 $ 30,951,032
Mr. Losch 2,491,250 355,417 2,991,924 NA 169,505 24,066 25,000 NA 6,057,162
Mr. Kisber 8,424,000 2,208,000 1,938,127 NA 436,604 26,987 25,000 NA 13,058,718
Mr. Popwell 2,687,500 395,833 3,204,193 362,440 182,655 24,647 25,000 NA 6,882,268
Mr. Tuggle 2,548,000 374,333 2,250,201 NA 209,414 24,066 25,000 NA 5,431,014
* ~~For Messrs. Jordan, Losch, Popwell, and Valine, the~~The amounts in this column reflect ~~“the bonus~~the “bonus amount” defined in ~~their CIC severance agreements discussed above. For Mr. Kisber, who has no~~each CIC severance agreement ~~the amount in this column reflects the amount that the MIP (annual bonus plan) would have required to be paid to him.~~discussed above.

** Absent a CIC event, a participant in the pension restoration plan can elect, at termination of employment, to receive a lump sum payment based on the present actuarial value of the expected pension payment stream. In a CIC context, participants will receive a lump sum payment in lieu of the payment stream. If a participant terminated in relation to a CIC is under age 55 or has less than 15 years of service, the CIC lump-sum payment would be enhanced to reflect that age and those service years. The amounts in the Pension Restoration column of the table for Messrs. Jordan and Popwell reflect an estimate of that enhancement measured at year-end. Due to his age and length of service, Mr. Tuggle would receive no such enhancement. Messrs. Losch and Kisber are not participants.
*** Messrs. Jordan ~~has~~and Tuggle have the right to receive an excise tax gross-up payment, an estimate of which is included in the table. Based on the assumptions of his hypothetical termination at year-end, Mr. Tuggle’s estimated gross-up amount would be zero. For Messrs. Losch, ~~Popwell,~~Kisber, and ~~Valine,~~Popwell, who have agreements after 2008, no gross-up would be paid.
81 79
DIRECTOR COMPENSATION
Director Compensation
Directors in 2017
At year-end 2017 and currently, we have twelve directors:
John C. Compton Vicki R. Palmer
Mark A. Emkes Colin V. Reed
Peter M. Foss Cecelia D. Stewart
Corydon J. Gilchrist Rajesh Subramaniam
D. Bryan Jordan
(Chairman) R. Eugene Taylor
(Vice Chairman)
Scott M. Niswonger Luke Yancy III
Messrs. Foss and Taylor joined the Board on November 30 after consummation of our merger with Capital Bank Financial Corp.
In addition, R. Brad Martin served during most of 2017. Mr. Martin retired in December after 23 years of service. Compensation paid to Mr. Martin in 2017 is included in the following disclosures.
Messrs. Jordan and Taylor serve on our Board but, because they are also employees, they are not paid for Board service. No director program discussed in this section applies to either of them. No other director is an employee of ours. For information concerning Mr. Jordan, see “Compensation Discussion & Analysis,” “Recent Compensation,” and “Post-Employment Compensation” beginning on pages 43, 66, and 75, respectively. Information concerning Mr. Taylor is provided in this section.
D~~irector~~C~~ompensation~~

Non-Employee Director Compensation Programs

~~Mr. Jordan serves on the Board but is not paid for that service. No program discussed in this “Director Compensation” section applies to him. No other director is an employee of ours.~~
~~The pay year for our directors starts April 1 and ends March 31, roughly synchronous with our annual meeting. Our board significantly restructured director compensation for the 2015-16 year.~~
~~Compensation Structure 2014-15~~
Director compensation for 2014 and early 2015 fell into two main categories: annual retainer and fees. Each director was paid a retainer of $70,000, with $25,000 paid in cash and the rest in restricted stock units, or RSUs. Fees were paid in fee stock units, or FSUs. The amount of FSUs varied by committee assignment and the number of regular meeting days scheduled. The lead director received a supplemental FSU award. The old pay structure is summarized as follows:
~~Director Compensation 2014-15~~
~~Item~~ ~~Amount~~ ~~Form~~
~~Retainer – cash portion~~ ~~$25,000 annually~~ ~~Cash~~
~~Retainer – RSU portion~~ ~~$45,000 annually~~ ~~RSUs~~
~~Board fees~~ ~~$2,000 per meeting day~~ ~~FSUs~~
~~Committee member fees:~~
~~Audit~~ ~~$2,000 per meeting day~~ ~~FSUs~~
~~All Other Committees~~ ~~$1,500 per meeting day~~ ~~FSUs~~
~~Committee chair fees:~~
~~Audit and Executive & Risk~~ ~~$5,000 per meeting day~~ ~~FSUs~~
~~Compensation~~ ~~$6,000 per meeting day~~ ~~FSUs~~
~~All Other Committees~~ ~~$4,000 per meeting day~~ ~~FSUs~~
~~Special meeting fees~~ ~~None~~ NA
~~Lead director supplemental~~ ~~$20,000 annually~~ ~~FSUs~~
RSUs and FSUs were granted under our Equity Compensation Plan following election at the annual meeting. Both award types vested in the year following grant, and both accrued dividends while unvested. RSUs were paid in stock, FSUs in cash.
~~Grants were pro-rated for anyone elected to the Board after the annual meeting.~~
~~Compensation Structure 2015-16~~
~~Starting in April 2015,~~Non-employee director compensation falls into two ~~different~~ categories: base retainer and additional retainers. For each director the base retainer is $130,000, paid half in cash and half in RSUs. Additional retainers are paid in cash for particular assignments, such as lead director or Audit Committee ~~chair, and so forth.~~chair. Audit Committee members who also serve on the Trust Audit Committee of the Bank are not separately compensated for ~~that~~Trust Audit service. The ~~new~~ pay ~~structure~~year for our directors starts April 1 and ends March 31, roughly synchronous with our annual meeting.
Director pay is summarized in ~~the following~~this table:

Director Compensation ~~2015-16~~2017-18

Item Annual Amt
~~Annual Amt~~
Base Retainer – cash portion: $65,000
Base Retainer – RSU portion: 65,000
Additional Retainers (all cash):

Lead director 25,000
~~20,000~~
Chairman – Audit 32,000
~~32,000~~
Chairman – Executive & Risk 28,000
~~28,000~~
Chairman – Compensation 17,500
~~17,500~~
Chairman – other committees 10,000
~~10,000~~
Non-chair service – Audit 8,000
~~8,000~~
Non-chair service – ~~Executive~~Exec & Risk 8,000

~~As before,~~ RSUs are granted under our Equity Compensation Plan following election at the annual meeting.
RSUs vest in the year following grant, accrue dividends while unvested, and are paid in stock. ~~As before, grants~~Payment is required to be deferred for two years after vesting; the dollar value at grant is discounted to reflect that deferral. Grants are pro-rated for anyone elected to the Board after the annual ~~meeting.~~meeting, such as Mr. Foss.

Other Non-Employee Director Programs

~~Directors~~Non-employee directors may serve as members of our Bank’s regional boards and may be paid, as additional Board compensation, cash attendance fees up to $500 per regional board meeting. In addition, directors may receive the following benefits: a personal account executive, a no fee personal checking account for the director and his or her spouse, a debit card, a no-fee VISA card, no fee for a safe deposit box, no fee for traveler’s checks and cashier’s checks, use of tickets for marketing

and other business events up to $5,000 in value, and, subject to certain restrictions and limitations, the repurchase of shares of our common stock under a Board-approved repurchase program with no payment of any fees or commissions. Directors may participate in a charitable gift matching program up to $25,000 per year.

Many directors have nonqualified deferred compensation accounts that earn interest or returns indexed to the performance of certain mutual funds selected by the director.

80
DIRECTOR COMPENSATION

Prior to 2006, directors could receive stock options in lieu of fees under certain deferral ~~plans. Prior to 2007 directors received long-term restricted stock when first elected and every ten years afterward. Options and unvested shares under those discontinued programs~~plans, some of which remain outstanding.

From 1985 to 1995, directors could defer fees and receive an accrual of interest at rates ranging from 17-22 percent annually. Although new deferrals under that old plan have not been permitted since 1995, interest continues to accrue on outstanding accounts. ~~Rates are~~The rate is re-set ~~annually and have varied since 1995.~~annually. For many years, the rate has been set at 7 percentage points above a benchmark rate. For the ~~2015~~2017 plan year, the
interest rate was ~~10.57%~~9.28% for all active participants including two ~~current~~ directors, Ms. Palmer and Mr. ~~Martin.~~Martin (who has since retired as a director). For ~~2016,~~2018, the rate has ~~decreased~~increased to ~~10.16%~~10.12%, corresponding to ~~a decrease~~an increase in the benchmark rate. The plan continues to provide a retention tool for us since the above-market rates of return ~~are~~can be largely forfeited in a case of early departure from Board service.
Stock Ownership Guidelines

~~Since April 2015, our~~Our stock ownership guidelines ~~have~~ set a stock ownership benchmark for non-employee directors of $325,000, or five times the cash portion of the base retainer. ~~The benchmark previously was $210,000.~~ For this purpose, fully-owned shares, ~~restricted stock,~~RSUs, and any shares held in tax-deferred plans are counted, but stock options are not counted. If the ownership guideline is satisfied, 50% of the net after-tax shares received from stock awards must be retained. If the guideline is not satisfied, 75% must be retained. The retention requirement applies during a director’s tenure on our Board, except that after age 60 directors are permitted to sell shares held at least three years to diversify in preparation for retirement. As Vice Chairman who is also an employee, Mr. Taylor’s ownership benchmark is six times his cash salary.

~~Non-Employee~~ Director Compensation Table

The following table shows compensation earned last year by directors ~~last year,~~other than Mr. Jordan, whether or not deferred.

Director Compensation ~~2015~~2017

(a) (b) (c) (d) (e) (f) (g) (h)
Change in
Pension Value
and Nonqualified
Non-stock Deferred
Cash Stock Option Incentive Plan Compensation All Other
Retainers Awards Awards Compensation Earnings Compensation Total
Name ($) ($) ($) ($) ($) ($) ($)
Mr. Carter $ 62,500 $ 64,536 — — — $ 25,000 $152,036
Mr. Compton 68,500 64,536 — — — 25,000 158,036
Mr. Emkes 79,000 64,536 — — — 24,650 168,186
Mr. Gilchrist 67,000 64,536 — — — 25,000 156,536
Ms. Gregg 61,000 64,536 — — — 15,000 140,536
Mr. Martin 91,000 64,536 — — $ 7,845 25,000 188,381
Mr. Niswonger 61,000 64,536 — — — 25,000 150,536
Ms. Palmer 61,000 64,536 — — 8,688 25,000 159,244
Mr. Reed 74,125 64,536 — — — 25,000 163,661
Ms. Stewart 61,000 64,536 — — — — 125,536
Mr. Yancy 68,500 64,536 — — — 2,500 135,536
(a) (b) (c) (d) (e) (f) (g) (h)
Change in
Pension Value
and Nonqualified
Fees Earned Non-Equity Deferred
or Paid in Stock Option Incentive Plan Compensation All Other
Cash Awards Awards Compensation Earnings Compensation Total
Name ($) ($) ($) ($) ($) ($) ($)

Mr. Compton     $ 91,000      $ 64,985 — —        —             $ —      $ 155,985
Mr. Emkes 97,000 64,985 — — — 25,400 187,385

Mr. Foss — 18,944 — — — — 18,944
Mr. Gilchrist 81,000 64,985 — — — 25,000 170,985

Mr. Martin 65,000 64,985 — — 9,340 89,524 228,849
Mr. Niswonger 73,000 64,985 — — — 25,000 162,985

Ms. Palmer 90,500 64,985 — — 10,344 25,000 190,829
Mr. Reed 116,750 64,985 — — — 25,000 206,735

Ms. Stewart 83,000 64,985 — — — — 147,985
Mr. Subramaniam 73,000 64,985 — — — 11,500 149,485

Mr. Yancy 83,000 64,985 — — — — 147,985
Mr. Taylor* — 2,099,995 — — — 153,381 2,253,376
83* As an employee Mr. Taylor does not participate in any non-employee director program. His compensation is governed largely by his employment agreement. See “Taylor Arrangements” below.
Explanations of certain columns follow:

Col (c) Stock Awards. Includes ~~all~~ RSUs granted to non-employee directors during calendar ~~2015.~~2017. Amounts shown are the grant date fair values of
awards using the accounting method applicable to our financial statements. The accounting values are higher than the base retainer amount scheduled in the table above captioned “Director

81
DIRECTOR COMPENSATION
Compensation 2017-18” due to the value discount applied for the mandatory two-year payment deferral for those awards. For additional information about valuation see the note for ~~cols~~columns (e)-(f) to the Summary Compensation Table ~~starting~~ on page ~~70. Mr. Carter’s RSUs forfeited when he resigned late in 2015.~~67. Additional information about outstanding awards appears under the caption
~~“Outstanding~~ “Outstanding Director Equity Awards at Year-End” below. Mr. Martin’s RSUs are required to be shown even though they forfeited in December 2017. Cash paid in lieu of three quarters of the forfeited RSUs is included in column (g), effectively double counting the RSUs in column (h). For Mr. Taylor, this column shows the grant of a special restricted stock award required by his employment agreement. Mr. Taylor did not receive any regular stock awards in 2017. See “Taylor Arrangements” below for additional information.
Col (e) Incentive Plan Compensation. Non-employee directors do not receive cash incentives. We did not pay Mr. Taylor a cash incentive under our plans in relation to 2017.

Col (f) Deferred Compensation. Amounts consist of above-market interest accrued during the year under a plan discontinued in 1995.

Col (g) All Other Compensation. ~~Amounts include~~For non-employee directors, amounts in this column consist of matching donations to eligible charitable organizations by First Horizon Foundation and cash attendance fees from regional board meetings. For Mr. Martin, the amount also includes $63,702 related to Mr. Martin’s retirement, substantially all of which consisted of cash paid in lieu of three-fourths of his 2017 RSU award, which forfeited automatically when he retired in December. For Mr. Taylor, this column includes cash salary ($67,308), bonus owed by Capital Bank and paid by us ($84,932), and the value of perquisites and other personal benefits ($1,141) paid during 2017. See “Taylor Arrangements” below for additional information.
Taylor Arrangements
Mr. Taylor signed an employment agreement with us in anticipation of our merger with Capital Bank Financial Corp. (“CBF”), of which he was Chief Executive Officer. His agreement provides a framework for his salary, bonus opportunity, a special stock-based award, and other employment matters during the agreement’s two-year term.
Mr. Taylor’s employment agreement provides for an annual base salary floor of $700,000 and an annual incentive payment of no less than 100% of base salary. He also is entitled to the continuation of certain welfare benefits which had been provided to him by CBF.
At the closing of the merger he received a special award of 108,303 shares of restricted stock. The award had a grant date value of $2.1 million and will vest on its second anniversary, subject to Mr. Taylor’s continued employment. Vesting of the award is required to accelerate if his employment is terminated without cause, he resigns with good reason, or his death or disability occurs, all as provided in the agreement.
Mr. Taylor’s agreement has specific provisions for compensation if his employment with us terminates under various circumstances:
• During the agreement’s term, if Mr. Taylor’s employment is terminated without cause or he resigns with good reason, he would be entitled to receive a lump sum cash payment equal to his base salary and the minimum annual incentive payment he would have received through the second anniversary of the merger closing, a prorated bonus for the year of termination (based on target performance), continued benefits for 36 months, and accelerated vesting of his special award mentioned above.
• Upon Mr. Taylor’s death or disability during the agreement’s term, he would be entitled to receive a prorated bonus for the year of termination (based on target performance), accelerated vesting of the special award, and continued welfare benefits as described above.
• If Mr. Taylor’s employment terminates at or after expiration of his agreement, he would be entitled to receive a prorated bonus for the year of termination (based on target performance) and continued welfare benefits as described above.
If Mr. Taylor resigns without good reason or is terminated with cause during the term of the agreement, he would be entitled to continued welfare benefits as described above.
As an employee and officer, Mr. Taylor generally is eligible to participate in plans and programs applicable to our other employees and officers, subject to the terms of his employment agreement.

Outstanding Director Equity Awards at Year-End

Directors receive annual RSU awards, and hold ~~some~~ option ~~and RS~~ awards from an old ~~programs,~~deferral program, as presented in the following table. All options are
~~vested; all~~ vested. All other awards were unvested at ~~year-end.~~year-
end. Awards held by Mr. ~~Carter’s awards were forfeited upon his resignation late in 2015.~~Jordan are omitted from the table; see “Outstanding Stock Awards at Fiscal Year-End” beginning on page 72 for additional information.

82
DIRECTOR COMPENSATION

Outstanding Equity Awards at Fiscal Year-End ~~2015~~ 2017
Held by ~~Non-Employee~~ Directors

(a) (b) (c) (d) (e) (f) (b) (c) (d) (e) (f)
Stock Options Restricted Stock or Unit Awards Stock Options Restricted Stock or Unit Awards
Number of Number of
Securities Number of Shares Market Value of Securities Number of Shares Market Value of
Underlying Option or Units of Stock Shares or Units of Underlying Option or Units of Stock Shares or Units of
Unexercised Exercise Option Held that Have Not Stock that Have Unexercised Exercise Option Held that Have Not Stock that Have
Name Options(#) Price($/sh) Expiration Date Vested(#) Not Vested($) Options(#) Price($/sh) Expiration Date Vested(#) Not Vested($)

Mr. Compton — — — 4,548 $66,037      —           —           —           4,059          $ 81,139

Mr. Emkes — — — 4,548 $66,037 — — — 4,059 $ 81,139

Mr. Foss — — — 977 $ 19,530

Mr. Gilchrist — — — 4,548 $66,037 — — — 4,059 $ 81,139
Ms. Gregg — — — 4,548 $66,037

Mr. Martin 0 $ 0
55 18.28 7/1/2023 4,704 $ 22.26 6/30/2018
70 18.24 1/2/2024 3,951 26.53 12/31/2018
Mr. Martin 4,548 $66,037
3,484 27.22 6/30/2019
3,334 20.40 12/31/2019
2,852 23.49 7/2/2021
3,009 23.91 1/2/2022
2,842 25.34 7/1/2022
3,119 24.36 12/4/2022

Mr. Niswonger — — — 4,059 $ 81,139

Ms. Palmer 4,059 $ 81,139
5,694 $ 17.10 6/30/2017 4,196 $ 22.26 6/30/2018
4,950 23.46 12/31/2017 4,378 26.53 12/31/2018
4,704 22.26 6/30/2018 3,848 27.22 6/30/2019
3,951 26.53 12/31/2018 4,584 20.40 12/31/2019
3,484 27.22 6/30/2019 5,226 11.85 7/3/2020
3,334 20.40 12/31/2019 3,518 18.85 1/2/2021
2,985 18.85 1/2/2021 3,107 23.49 7/2/2021
2,852 23.49 7/2/2021 3,093 23.91 1/2/2022
3,009 23.91 1/2/2022 2,764 25.34 7/1/2022
2,842 25.34 7/1/2022 2,709 24.36 1/2/2023
3,119 24.36 1/2/2023 1,121 18.28 7/1/2023
1,094 18.28 7/1/2023 2,028 18.24 1/2/2024
1,370 18.24 1/2/2024
Mr. Niswonger — — — 4,548 $66,037
Ms. Palmer 4,548 $66,037
Mr. Reed — — — 4,059 $ 81,139

Ms. Stewart — — — 4,059 $ 81,139

Mr. Subramaniam — — — 4,059 $ 81,139

Mr. Yancy 4,059 $ 81,139
8,140 $ 10.85 6/30/2016 1,379 $ 23.91 1/2/2022
8,568 13.37 12/31/2016 2,921 25.34 7/1/2022
5,363 17.10 6/30/2017 3,202 24.36 1/2/2023
4,710 23.46 12/31/2017 1,011 18.28 7/1/2023
4,196 22.26 6/30/2018 1,535 18.24 1/2/2024
4,378 26.53 12/31/2018
3,848 27.22 6/30/2019
Mr. Taylor* — — — 108,303 $ 2,164,977
84

* As an employee Mr. Taylor does not participate in any non-employee director program. His stock award was required by his employment agreement. See “Taylor Arrangements” above.
(a) (b) (c) (d) (e) (f)
Stock Options Restricted Stock or Unit Awards
Number of
Securities Number of Shares Market Value of
Underlying Option or Units of Stock Shares or Units of
Unexercised Exercise Option Held that Have Not Stock that Have
Name Options(#) Price($/sh) Expiration Date Vested(#) Not Vested($)
4,584 20.40 12/31/2019
5,226 $ 11.85 7/3/2020
3,518 18.85 1/2/2021
3,107 23.49 7/2/2021
3,093 23.91 1/2/2022
2,764 25.34 7/1/2022
2,709 24.36 1/2/2023
1,121 18.28 7/1/2023
2,028 18.24 1/2/2024
Mr. Reed — — — 5,533 $80,339
Ms. Stewart — — — 4,548 $66,037
Mr. Yancy 4,548 $66,037
1,379 $ 23.91 1/2/2022
2,921 25.34 7/1/2022
3,202 24.36 1/2/2023
1,011 18.28 7/1/2023
1,535 18.24 1/2/2024

Explanations of certain columns follow:

Cols (b)/(c). Stock options include adjustments for stock dividends distributed 2008-2011, the cumulative compound rate of which was 20.0380%.

Col (e). ~~The awards~~Awards held by non-employee directors are ~~unvested~~ RSUs ~~and RS shares outstanding~~which vest on ~~December 31, 2015. RS amounts include adjustments for past~~April 2, 2018. Mr. Taylor’s award consists of restricted stock ~~dividends. The vesting dates of the awards are shown in the table following the explanation of column (f).~~scheduled to vest on November 30, 2019.
Col (f). Values reflect the ~~closing price at December 31, 2015,~~year-end market value of our common stock ($19.99/share) with no discount for the risk that the award might be forfeited or for the time remaining before vesting. Values shown here are not based on financial accounting assumptions or methods.

83
DIRECTOR COMPENSATION

Details concerning the awards outstanding at year-end are provided ~~below:~~in the following table.

Details Concerning Director Full-Value Stock Awards

Outstanding at Year-End ~~2015~~2017

Grant

Units/Shrs

Name

Date

Vesting Date

Vesting (#)

Mr. Compton

~~Grant~~4/25/2017

4/2/2018

4,059

~~RSUs~~

~~RS Shares~~

~~Name~~

~~Date~~

~~Vesting Date~~

~~Vesting (#)~~

~~Mr. Compton~~

~~5/1/2015~~

~~4/2/2016~~

~~4,548~~

—

Mr. Emkes

~~5/1/2015~~4/25/2017

4/2/~~2016~~2018

4,059

~~4,548~~

—

Mr. Foss

11/30/2017

4/2/2018

977

Mr. Gilchrist

~~5/1/2015~~4/25/2017

4/2/~~2016~~2018

4,059

~~4,548~~

—

~~Ms. Gregg~~

~~5/1/2015~~

~~4/2/2016~~

~~4,548~~

—

~~Mr. Martin~~

~~5/1/2015~~

~~4/2/2016~~

~~4,548~~

—

Mr. Niswonger

~~5/1/2015~~4/25/2017

4/2/~~2016~~2018

4,059

~~4,548~~

—

Ms. Palmer

~~5/1/2015~~4/25/2017

4/2/~~2016~~2018

4,059

~~4,548~~

—

Mr. Reed

4/~~14/2006~~25/2017

4/~~30/2016~~2/2018

4,059

—

~~985~~

~~5/1/2015~~

~~4/2/2016~~

~~4,548~~

—

Ms. Stewart

~~5/1/2015~~4/25/2017

4/2/~~2016~~2018

4,059

~~4,548~~

—

Mr. Subramaniam

4/25/2017

4/2/2018

4,059

Mr. Yancy

~~5/1/2015~~4/25/2017

4/2/~~2016~~2018

4,059

~~4,548~~

—

Mr. Taylor

11/30/2017

11/30/2019

108,303

Director Options Exercised and Stock Vested

The following table provides information about stock options exercised during ~~2015~~2017 by our ~~non-employee~~ directors as well as stock units ~~and~~

~~restricted shares~~ that vested during ~~2015.~~2017. Amounts in columns (c) and (e) represent the market values of shares on the exercise or vesting dates. Messrs. Foss and Taylor hold no

stock options and had no vestings in 2017, and so are omitted from this table. Information for Mr. Jordan also is omitted from the table; see “Options Exercised and Stock Vested” beginning on page 74 for his information.

Director Options Exercised and Stock Vested During ~~2015~~2017

(a) (b) (c) (d) (e)
Option Awards Stock Awards
Number of
Shares Value
Number of Value Realized Acquired or Units Realized
Shares Acquired Upon Exercise Paid Upon Upon Vesting
Name on Exercise(#) ($) Vesting(#) ($)
Mr. Carter — — 7,303 $ 104,236
Mr. Compton — — 7,821 111,578
Mr. Emkes — — 8,729 124,448
Mr. Gilchrist — — 8,210 117,092
Ms. Gregg — — 7,043 100,551
Mr. Martin — — 11,624 165,482
Mr. Niswonger — — 7,215 102,989
Ms. Palmer 17,226 $ 103,726 6,957 99,332
Mr. Reed — — 9,856 140,609
Ms. Stewart — — 3,190 45,566
Mr. Yancy — — 7,691 109,736
(a) (b) (c) (d) (e)
Option Awards Stock Awards
Number of
Shares Value
Number of Value Realized Acquired or Units Realized
Shares Acquired Upon Exercise Paid Upon Upon Vesting
Name on Exercise(#) ($) Vesting(#) ($)
Mr. Compton — — 4,510 $ 82,939
Mr. Emkes — — 4,510 82,939
Mr. Gilchrist — — 4,510 82,939
Mr. Martin* 11,143 $ 5,781 7,554 144,641
Mr. Niswonger — — 4,510 82,939
Ms. Palmer 5,363 $ 2,987 4,510 82,939
Mr. Reed — — 4,510 82,939
Ms. Stewart — — 4,510 82,939
Mr. Subramaniam — — 3,327 61,184
Mr. Yancy — — 4,510 82,939
* Mr. Martin’s 2017 RSU award, outstanding at his retirement, was forfeited automatically. After retirement the Board approved paying Mr. Martin the pro-rated cash value, at retirement, of the forfeited award. That payment-in-lieu is included in columns (d) and (e) as if the award had vested on those terms.
86 84
LEGAL MATTERS

Legal Matters

Section~~16(~~a) 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and officers to file with the SEC initial reports of ownership and reports of changes in ownership of our stock and to furnish us with copies of all forms filed.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the past fiscal year our officers and directors complied with all applicable Section 16(a) filing requirements.

Availability of Annual Report on Form 10-K

A copy of our Annual Report on Form 10-K, including the financial statements and schedules thereto, which is filed with the SEC, is available free of charge to each shareholder of record upon written request to the Treasurer, First Horizon National Corporation, P. O. Box 84, Memphis, Tennessee, 38101. Each such written request must set forth a good faith representation that as of the record date specified in the notice of annual shareholders’ meeting the person making the

request was a beneficial owner of a security

entitled to vote at the annual meeting of shareholders.

The exhibits to the Annual Report on Form 10-K will also be supplied upon written request to the Treasurer and payment to us of the cost of furnishing the requested exhibit or exhibits. A document containing a list of ~~each exhibit~~the exhibits to Form 10-K, as well as a brief description and the cost of furnishing each such exhibit, will accompany the Annual Report on Form 10-K.

Other Legal Disclosures

We are required to disclose a comparison of the 2017 total compensation of our CEO with that of our median-paid employee. For that purpose, we have selected the median employee using total federally taxable income reported by us for 2017 to the U.S. Internal Revenue Service. The median employee was that person, employed by us at year-end, whose 2017 taxable income ranked at the fiftieth percentile of all our employees other than the CEO. For this purpose, all employees included part-time and seasonal personnel as well as persons who joined us during the year. However, as permitted by applicable disclosure rules, in choosing the median employee we omitted all persons who became our employees as a result of our merger with Capital Bank Financial Corp. late in 2017.

Total compensation for our CEO in 2017, calculated using the methodology reported on pages 67 – 68, was $10,333,764. Included within that total is a special multi-year cash bonus of $5,500,000, discussed at page 62 above under the caption “CEO Multi-Year Cash Bonus.” Excluding that special bonus, CEO total compensation would have been $4,833,764. Total compensation for our median employee for 2017, calculated using the same methodology, was $81,836. The ratio of 2017 total compensation for the CEO in relation to that for the median employee is one hundred twenty six to one. Excluding the CEO’s special bonus, that ratio is fifty nine to one.

LEGAL MATTERS

Late in 2017 we announced that approximately 4,000 non-bonus-eligible, non-commission employees would receive a special cash bonus of $1,000. The median employee was one of those who received that bonus, which was included in calculating the ratios above.

The information disclosed in this section was developed and is provided solely to comply with

specific, new legal requirements. We do not use any of this information in managing our company. We do not believe this information provides shareholders with a useful mechanism for evaluating our management’s effectiveness, operating results, or business prospects, nor for comparing our company with any other in any meaningful respect.

BY ORDER OF THE BOARD OF DIRECTORS

Clyde A. Billings, Jr.

Senior Vice President,

Assistant General Counsel and

Corporate Secretary

March ~~14, 2016~~12, 2018

APPENDIX A—AUDIT COMMITTEE CHARTER

~~(Amended~~Acting pursuant to Tennessee Code Annotated Section 48-18-206, Article 11(b)(8) of the Corporation’s restated charter, as amended, and ~~Restated April 26, 2016)~~

categories (as defined by the rules of the SEC): audit, audit-related, tax and all other services.

The Committee shall have unrestricted access to Corporation personnel and documents. The Committee will be given the resources and authority appropriate to discharge its duties and responsibilities, including (i) the authority to retain and compensate special or independent counsel, accountants or other experts or consultants to advise the Committee, without seeking approval of the Board or management, and (ii) appropriate funding, as determined by the Committee, for payment of compensation to such counsel, accountants or other experts and consultants. The Committee may request any officer or employee of the Corporation or of the Corporation’s outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. It will be the responsibility of the Committee to maintain free and open means of communication between the directors and

The foregoing clauses shall be construed both as purposes and powers, and it is hereby expressly provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of this Corporation.


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	~~Page~~

~~Vote Item No. 4—~~Advisory Resolution to Approve Executive Compensation	5038
Vote Item No. 5—4—Ratification of Appointment of Auditors	5240
Other Matters	5342

	Page
Shareholder Proposal & Nomination Deadlines	5342
Compensation Discussion & Analysis	5543
CD&A Executive Highlights	5543
~~2015 Corporate Performance~~2017 Financial & Strategic Overview	5543
2017 Industry Operating Environment	5544
First Horizon Transformation Since 2007	44
Alignment of Pay with Performance	5646
CEO Pay & Performance	5646
Alignment with Governance Principles	5749
Overview of Direct Compensation Components	5849
Compensation Practices & Philosophies	5950
Retention & Competition	5950
Use of Peer Bank Data	5950
Impact of Shareholder Vote on Compensation	5951
Stock Ownership Guidelines	6052
Clawback Policy & Practices	6052
Use of Compensation Consultants	6052
Role of Management in Compensation Decisions	6052
Tax Deductibility	6153
Direct Compensation Components for NEOs	6153
Relative Sizing & Mix	6153
Salary	6355
Annual MIP Bonus	6355
Stock ~~Awards.~~Awards	6559
~~Deferral Programs~~CEO Multi-Year Cash Bonus	6762
Deferral, Retirement, and Other Benefits	63
Benefits Other than Change in Control	67
~~Post-Employment Benefits~~	67
~~Savings Plans~~	67
~~Pension Plans~~	6863
Change in Control (CIC) Benefits	6865
Compensation Committee Report	6865

Recent Compensation	6966
~~2015~~2017 Direct Compensation Actually Paid	69
~~Summary Compensation & Grants of Plan-Based Awards Tables~~	7066
Summary Compensation Table	7067
2017 Grants of Plan-Based Awards	7269
Supplemental ~~Disclosures—~~Disclosures for Summary Compensation ~~& Grants of Plan-Based Awards~~and Grant Tables	7471
Outstanding Equity Awards at Fiscal Year-End	7472
Options Exercised & Stock Vested	7674


1)	Amount previously paid:


2)	Form, Schedule or Registration Statement No.:


3)	Filing Party:


4)	Date Filed:



*Set forth the amount on which the filing fee is calculated and state how it was determined.

•	~~Total shareholder return (TSR) for 2015~~Ranked by American Banker as No. 5 among the Top 10 Most Reputable U.S. Banks.

•	Completed the acquisition of ~~8.68%, our fourth consecutive year~~Capital Bank, a $10 billion banking organization with over 150 branches in four states.

•	Completed the acquisition of ~~positive TSR.~~Coastal Securities, a national leader in the trading, securitization and analysis of Small Business Administration loans, and of Profession Mortgage Company, a leading provider of institutional debt capital and commercial mortgage loan servicing.

•	Annual common dividend rate increased 29% to 2436 cents per share in ~~2015~~2017 and increased again early in 2018 by 33% to 2848 cents per ~~share early in~~share.


•	Consolidated revenue increased by 4% and net interest income was up 16% compared with 2016.


•	Regional banking pre-tax income was up 36% compared with 2016.

•	Regional ~~bank~~banking average loans ~~were up 15% overall~~and average deposits grew 13% and 11% compared ~~to 2014; non-performing loans fell significantly to 0.36% of the total; and net interest income rose 9% for the year.~~

•	~~Strong growth in commercial lending.~~

•	~~Fixed income noninterest income was up 14% in 2015.~~

•	~~No. 1 deposit market share in Tennessee (based on FDIC data as of June 30, 2015).~~

•	~~Completion of our acquisition of TrustAtlantic Bank based in Raleigh, North Carolina.~~

•	Continued discipline in our deployment of resources based on economic profit principles and risk-adjusted return on capital analytics and application of these concepts to individual products throughout the company.with 2016.

	1.	Election of ~~ten~~twelve directors to serve until the ~~2017~~2019 annual meeting of shareholders and until their successors are duly elected and qualified.

	2.	~~Approval of our Equity Compensation Plan, as proposed~~Vote on technical amendments to ~~be amended and restated.~~modernize the Company’s Restated Charter.

	3.	~~Approval of our Management Incentive Plan, as proposed~~Vote on an advisory resolution to ~~be amended and restated.~~approve executive compensation (“say on pay”).

	4.	~~Vote on an advisory resolution to approve executive compensation.~~

	5.	Ratification of the appointment of auditors.

	Page
Proxy Summary	1
~~2016~~2018 Annual Meeting & Proxy Statement—General Matters	14
Corporate Governance & Board Matters	58
Corporate Governance Highlights	58
Key Corporate Governance Documents	69
Director Resignation Policy	69
Independence & Categorical Standards	710
Board Leadership Structure & Role in Risk Oversight	912
Board Committees	1215
Committee Charters & Committee Composition	1215
The Audit Committee	1215
Overview	1215
Audit Committee Financial ~~Experts~~Expert	1316
Audit Committee Report	1416
The Compensation Committee	1518
In General	1518
Processes & Procedures Regarding Executive & Director Compensation	1618
Compensation Risk	1720
Compensation Committee Report	1821
The Executive & Risk Committee	1821
The Information Technology Committee	1921
The Nominating & Corporate Governance Committee	1921
In General	1921
Nominations of Directors; Consideration of Diversity in Identifying Director Nominees	1922
Shareholder Recommendations of Director Nominees	2022
Compensation Committee Interlocks & Insider Participation	2023
Board & Committee Meeting Attendance	2023
Executive Sessions of the Board	2123
Communication with the Board of Directors	2123
Approval, Monitoring, & Ratification Procedures for Related Party Transactions	2124
Transactions with Related Persons	2224
Stock Ownership Information	2225
Security Ownership of Certain Beneficial Owners	2225
Security Ownership of Management	2426
Vote Item No. 1—Election of Directors	2527
Vote Item No. 2—~~Approval of our Equity Compensation Plan, As Proposed~~Amendments to ~~Be Amended and~~Modernize the Company’s Restated Charter	3136
Vote Item No. 3—~~Approval of our Management Incentive Plan, As Proposed to Be Amended and Restated~~	41
~~Equity Compensation Plan Information~~	47

	~~Page~~

Post-Employment Compensation	7775
Overview & Common Terms	7775
Pension Plans	7775
Non-Qualified Deferred Compensation Plans	7876
Employment & Termination Arrangements	7977
Termination Unrelated to Change in Control	7977
Change in Control (CIC) Arrangements	8078

Director Compensation	8280
Non-Employee Director Compensation Programs	8280
~~Non-Employee~~ Director Compensation Table	8381

	Page

Outstanding Director Equity Awards at Year-End	8482
Director Options Exercised & Stock Vested	8684

Legal Matters	85
Section 16(a) Beneficial Ownership Reporting Compliance	8785
Availability of Annual Report on Form 10-K	8785
Other Legal Disclosures	85

	Page
APPENDIX
~~APPENDIX~~
A—~~Equity Compensation Plan, As Amended and Restated~~Audit Committee Charter	A-1
B—~~Management Incentive Plan, As~~Sections of Restated Charter Proposed to Be Amended ~~and Restated~~	B-1
C—Reconciliation of Non-GAAP to GAAP Financial Information	C-1

The Annual Meeting

Time and Date:		10:00 a.m. local time, April 24, 2018

Place:		First Tennessee First Ops Building, 3451 Prescott Road, Memphis, Tennessee 38118

Record Date:		February 23, 2018


Common Shares Outstanding and Entitled to Vote on Record Date:		326,835,154


Internet Availability:		First Horizon uses the SEC’s “notice and access” rule. Notice of internet availability of proxy materials will be sent on or about March 12, 2018.

Vote Items

	Matter	Board Recommendation	Page Reference
Vote Item 1	Election of directors. We are asking you to elect the 12 nominees named in this proxy statement as directors for a one-year term. Each of our current directors is standing for re-election.	FOR each director nominee	27

Vote Item 2	Amendments to modernize our Restated Charter. We are asking you to approve several technical amendments to modernize and streamline our Restated Charter.	FOR	36

Vote Item 3	Advisory resolution on executive compensation. In accordance with SEC rules, we are asking you to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement.	FOR	38

Vote Item 4	Ratification of appointment of auditors. We are asking you to ratify the appointment of KPMG LLP as our auditors for 2018.	FOR	40

36%	4%	16%


growth in	growth in	growth in
regional bank pre-tax income	consolidated revenue	net interest income

	Compensation Practices We Employ			Practices We Avoid or Prohibit

	Performance-based (at-risk) and stock-based pay emphasized			Tax gross-up features*
	Performance measures drive shareholder value			Stock option repricings
	Performance measures emphasize controllable outcomes			Discount-priced stock options
	Committee use of independent consultant on pay			Single-trigger change in control payouts
	Meaningful share ownership requirements			Employment agreements
	Require holding 50% of after-tax vested stock awards during career with the company, rising to 75% if multiple-of-salary minimum stock ownership levels are not met			Hedging transactions in First Horizon stock (e.g., trading derivatives, taking short positions, or hedging long positions)
	Double-trigger on change in control features and agreements (CIC event plus qualifying termination)			Personal use of corporate aircraft**
	Clawbacks if financial results relevant to cash or stock performance awards are restated under various circumstances

*	An excise tax gross-up feature is grandfathered in certain older change-in-control severance agreements, but has not been used in new agreements since 2008.

**	The CEO’s spouse is permitted to accompany the CEO on business flights.

		Annual director elections

		Majority voting

		Independent Lead Director

		All non-employee directors (10 of 12 directors) are independent

		Board refreshment: 5 new directors in the last 6 years

		Clawback policy

		Stock ownership guidelines for directors and executives

Security Ownership of Certain Beneficial Owners


Name and Address of Beneficial Owner*	Amount and Nature of Beneficial Ownership		Percent of Class
BlackRock, Inc.		29,317,893		9.0	%
Invesco Ltd.		17,799,276		5.5	%
State Street Corporation		16,813,805		5.15	%
The Vanguard Group, Inc.		25,423,000		7.79	%

	Amount and Nature
Name and Address of	of Beneficial
Beneficial Owner*	Ownership		Percent of Class
BlackRock, Inc.		17,476,593		7.5	%
Invesco Ltd.		17,638,713		7.5	%
T. Rowe Price Associates, Inc.		22,030,726		9.4	%
The Vanguard Group, Inc.		15,881,434		6.78	%

Security Ownership of Management


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Class
John C. Compton		74,477			*
Mark A. Emkes		45,103			*
Peter N. Foss		68,712			*
Corydon J. Gilchrist		71,331			*
D. Bryan Jordan		1,045,107	(4)		*
Michael E. Kisber(2)		717,288	(4)		*
William C. Losch, III		311,207	(4)		*
Scott M. Niswonger		531,289			*
Vicki R. Palmer		93,830	(3)		*
David T. Popwell		351,318	(4)		*
Colin V. Reed		97,714	(3)		*
Cecelia D. Stewart		14,947			*
Rajesh Subramaniam		3,407			*
R. Eugene Taylor		1,222,558	(4)		*
Charles T. Tuggle, Jr.		311,235	(4)		*
Luke Yancy III		49,769	(3)		*
Directors and Executive Officers as a Group (20 persons)		5,757,216	(4)		1.75	%

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)			Percent of Class
John C. Compton		61,967			*
Mark A. Emkes		39,089			*
Corydon J. Gilchrist		66,821			*
Vicky B. Gregg		24,101	(3)		*
D. Bryan Jordan		1,247,068	(4)		*
Michael E. Kisber(2)		1,005,893	(4)		*
William C. Losch, III		353,137	(4)		*
R. Brad Martin(5)		607,111	(3)		*
Scott M. Niswonger		526,533			*
Vicki R. Palmer		106,599	(3)		*
David T. Popwell		352,362	(4)		*
Colin V. Reed		90,936	(3)		*
Cecelia D. Stewart		10,437			*
Yousef A. Valine		252,887	(4)		*
Luke Yancy III		44,246	(3)		*
Directors and Executive Officers as a Group (19 persons)		5,683,285			2.4	%

*	No current individual director, nominee or executive officer beneficially owns more than one percent (1%) of our outstanding common stock ~~that is outstanding.~~or depositary shares.

(1)	The respective directors, nominees and officers have sole voting and investment powers with respect to all of such shares except as specified in notes (3) and (4).

	The numbers of shares covered by stock options reported in the table have been adjusted proportionately to reflect the effects of dividends paid in common stock from October 1, 2008 through January 1, 2011.

	No current director or executive officer beneficially owns any of the depositary shares, each representing a 1/4000th interest in a share of non-cumulative perpetual preferred stock, Series A, issued by First Horizon on January 31, 2013.

(2)	The share balance for Mr. Kisber does not include 27,994 shares deferred prior to January 2005 under our stock option program and our restricted stock incentive plan, which at that time permitted participants to defer receipt of shares upon the exercise of options and receipt of shares prior to the lapsing of restrictions imposed on restricted stock awards, respectively. These shares are not currently issued and are not considered to be beneficially


(3)	~~Includes 985 shares of restricted stock with respect to which Mr. Reed possesses sole voting power, but no investment power.~~ Includes the following shares as to which the named non-employee directors have the right to acquire beneficial ownership through the exercise of stock options granted under our director plans, all of which are 100% vested or will have vested within 60 days of December 31, ~~2015:~~2017: Ms. ~~Gregg—125; Mr. Martin—43,388; Ms.~~ Palmer—~~67,353;~~45,282; and Mr. Yancy—10,048.

(4)	Includes the following shares of restricted stock with respect to which the named person or group has sole voting power but no investment power: Mr. ~~Jordan—12,570;~~Losch—11,064; Mr. ~~Kisber—0;~~Popwell—14,005; Mr. ~~Losch—14,584; Mr. Popwell—18,247; Mr. Valine—38,094;~~Taylor—108,303 and the director and executive officer group—~~181,565.~~245,653. Includes the following shares as to which the named person or group has the right to acquire beneficial ownership through the exercise of stock options granted under our stock option plans, all of which are 100% vested or will have vested within 60 days of December 31, ~~2015:~~2017: Mr. Jordan—~~682,109;~~405,393; Mr. Kisber—~~731,124;~~367,186; Mr. Losch—~~202,875;~~143,121; Mr. Popwell—~~184,223;~~151,451; Mr. ~~Valine—144,963~~Tuggle—120,554 and the director and executive officer group—~~2,447,657.~~1,480,399. Also includes shares held at December 31, ~~2015~~2017 in 401(k) Savings Plan accounts.

~~(5)~~	~~The number of shares for Mr. Martin includes 48,014 shares held by the R. Brad Martin Family Foundation.~~

8	5	4	10	2
have experience as a CEO/President*	have finance or accounting experience**	have experience in the banking industry	have served as a director or officer of another public company***	have experience in information technology matters


1	12	4	8	5
has served in government	have strategic planning/leadership experience	are diverse in terms of race, gender or ethnicity	have marketing and retail distribution experience	joined the Board within the last six years

*		CEO or president of a firm or major operating division

**		Audit committee financial expert, CFO, or background in accounting or financial planning and analysis

***		Public company director or executive officer

John C. Co~~mpton~~Compton ~~Partner at Clayton,~~ ~~Dubilier & Rice, LLC~~ ~~Independent director~~ ~~since 2011~~ ~~Age 54~~ ~~Committees:~~ ~~Audit, Compensation,~~ ~~Information Technology,~~ ~~Nominating & Corporate~~ ~~Governance (Chair), and~~ ~~the Bank’s Trust Audit~~ ~~Committee~~		Mr. Compton is a Partner at Clayton, Dubilier & Rice, ~~LLC,~~ a New York-based private ~~equit~~yequity firm. Prior to ~~January~~ 2015, he was a private investor and consultant and served as an Operating Advisor to Clayton, Dubilier & Rice. He served as CEO of Pilot Flying J, Knoxville, Tennessee, a national operator of travel centers, until February 2013. Prior to September 2012, he served for twenty-nine years in various senior leadership positions with PepsiCo Inc., a global food, snack and beverage company, including Chief Executive Officer of PepsiCo Americas Foods, President and CEO of Quaker, Tropicana, Gatorade and CEO of PepsiCo North America, culminating in his service as President of PepsiCo. Skills and Expertise: • Leadership experience at a public company • Experience in matters affecting public companies, including finance and accounting, employee matters, mergers and acquisitions, risk assessment, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters • Extensive experience in sales, marketing, operations and general management • Knowledge of public company governance matters due to public company board service • East Tennessee resident ~~whose~~with knowledge of the east Tennessee market ~~fits well with our strategy of focusing on our core banking franchise in Tennessee~~ Prior Public Company Board Service: US Foods Holding Corp. (2015-2018); Pepsi Bottling Group (2008-2010) Non-Profit Board ~~Servic~~e:Service:Serves on the board of two non-profit organizations.
Partner at Clayton, Dubilier & Rice
Independent director since 2011
Age 56
Committees: ~~Mark A. Emkes~~Audit, Compensation, Executive & Risk and Nominating & Corporate Governance (chair) and the Bank’s Trust Audit Committee ~~Retired Commissioner,~~ ~~Department of Finance and~~ ~~Administration, State of~~ ~~Tennessee and retired~~ ~~Chairman, Chief Executive~~ ~~Officer and President,~~ ~~Bridgestone Americas, Inc.~~

Mark A. Emkes		Mr. Emkes retired in May 2013 as the Commissioner of the Department of Finance andAdministration of the State of Tennessee, a position he had served in since January 2011. Prior to his service as Commissioner, he served as the Chairman, Chief Executive Officer and President of Bridgestone Americas, Inc. and as a director of its parent company, Tokyo-based Bridgestone Corporation, a worldwide tire and rubber manufacturer. Skills and Expertise: • Leadership experience at a large subsidiary of a public company • Experience in governmental affairs • Experience in finance and accounting, employee matters, mergers and acquisitions, risk assessment, civic affairs, government relations, corporate governance and compliance and similar matters associated with leadership positions at public companies • Knowledge of public company executive compensation and governance matters due to public company board service • Nashville resident ~~whose~~with knowledge of the Nashville market ~~fits well with our strategy of focusing on our core banking franchise in Tennessee~~ Other Current Public Company Board Service: ~~Clarcor~~CoreCivic, Inc. (since ~~2010), Corrections Corporation~~2014) (Chairman of ~~America (since 2014)~~the Board since 2016) and Greif, Inc. (since 2008) Prior Public Company Board Service:Bridgestone Corporation (2004-2010) and Clarcor Inc. (2010-2017) Non-Profit Board Service: Serves on thethe board of two non-profit organizations.
Retired Commissioner, Department of Finance and Administration, State of Tennessee and retired Chairman, Chief Executive Officer and President, Bridgestone Americas, Inc.
Independent director since 2008
Age 65
Committees: Audit (chair), Compensation and Information Technology and the Bank’s Trust Audit Committee (chair) Audit Committee Financial Expert

Peter N. Foss		Mr. Foss is currently the general manager of the GE/NFL Head Health Program. Prior to his retirement in 2013, he served for 35 years in various leadership positions with General Electric Company, a global digital industrial company, including most recently as General Manager for Enterprise Selling and as President of the General Electric Company’s Olympic Sponsorship and Corporate Accounts. Mr. Foss became a director of First Horizon and the Bank upon the closing of First Horizon’s acquisition of Capital Bank Financial Corp. in 2017. Skills and Expertise: • Extensive managerial and sales experience • Senior level policy-making experience at a public company • Banking and financial services experience as a director of several banking organizations • Knowledge of public company audit, executive compensation and governance matters due to public company board service • North Carolina resident with knowledge of the North Carolina market Other Current Public Company Board Service: Healthcare Trust of America, Inc. (since 2015) Prior Public Company Board Service: Capital Bank Financial Corp. (2009-2017), Capital Bank Corp. (2011-2012), Green Bankshares, Inc. (2011-2012) and TIB Financial Corp. (2011-2012) Non-Profit Board Service: Serves on the boards of two non-profit ~~organization.~~organizations.
General Manager, GE/NFL Head Health Program
Independent director since 2017
Age 74
Committees: Audit and Nominating & Corporate Governance and Bank’s Trust Audit Committee

Corydon J. Gilchrist ~~Private investor and~~ ~~Chartered Financial Analyst~~ ~~Independent director~~ ~~since 2012~~ ~~Age 45~~ ~~Committees:~~ ~~Audit, Executive & Risk,~~ ~~Information Technology,~~ ~~Nominating & Corporate~~ ~~Governance, and the~~ ~~Bank’s Trust Audit Committee~~		Mr. Gilchrist is a private investor and a Chartered Financial Analyst. From 2000 to 2011 he was a portfolio manager and partner at Marsico Capital Management. While at Marsico, Mr. Gilchrist was the sole portfolio manager for Marsico’s 21st Century Fund and the lead portfolio manager for Marsico’s Global Fund. Before joining Marsico, he was a senior analyst and portfolio manager covering emerging markets at The Principal Financial Group. Skills and Expertise: • Extensive expertise in macro and micro investment analysis • Understanding of business value, business risk and strategic decision-making • Experience analyzing various matters, including finance and accounting, securities markets, corporate governance, mergers and acquisitions, and risk assessment, ~~and government relations,~~ that affect public companies Non-Profit Board Service: Serves on the boards of two non-profit organizations.
Private investor and Chartered Financial Analyst
Independent director since 2012
Age 47
Committees: Audit, Executive & Risk, Information Technology and Nominating & Corporate Governance and the Bank’s Trust Audit Committee

D. Bryan Jordan ~~Chairman of the Board,~~ ~~President and Chief~~ ~~Executive Officer of First~~ ~~Horizon and the Bank~~ ~~Chairman of the Board~~ ~~since 2012; director~~ ~~since 2008~~ ~~Age 54~~ ~~Committees:~~ ~~Executive & Risk~~		Mr. Jordan is Chairman of the Board, President and Chief Executive Officer of First Horizon and the Bank. He was elected Chairman of the Board of Directors in 2012 and has held the positions of President and Chief Executive Officer and director since 2008. Mr. Jordan was the Chief Financial Officer of First Horizon and the Bank from 2007 to 2008, and prior to that he served in various positions at Regions Financial Corporation and its subsidiary Regions Bank, including (beginning in 2002) as Chief Financial Officer. Prior to 2000, he held various finance and accounting related positions at Wachovia Corporation. Skills and Expertise: • Extensive experience in the banking and financial services industry • Experience in finance and accounting, employee matters, mergers and acquisitions, risk assessment, civic affairs, government relations, corporate governance, securities markets and compliance and similar matters associated with leadership positions at public companies • Knowledge of public company audit and governance matters due to public company board service Other Current Public Company Board Service: AutoZone, Inc. (since 2013) Non-Profit Board Service:Serves on the boards of several non-profit organizations.
Chairman of the Board, President and Chief Executive Officer of First Horizon and the Bank
Chairman of the Board since 2012; director since 2008
Age 56
Committees: Executive & Risk


Scott M. Niswonger ~~Chairman and founder of~~ ~~Landair Transport, Inc.~~ ~~Independent director~~ ~~since 2011~~ ~~Age 68~~ ~~Committees:~~ ~~Executive & Risk,~~ ~~Nominating & Corporate~~ ~~Governance, and the~~ ~~Bank’s Trust Committee~~		Mr. Niswonger is the Chairman and founder of Landair Transport, Inc., a time-definite trucking, warehousing, and supply-chain management company. He previously served as Chief Executive Officer (until 2003) of Landair and as Chairman of the Board (until 2005) and Chief Executive Officer (until 2003) of Forward Air, Inc., which operated as one company with Landair until the two were separated into two public companies in 1998; Landair has since again become a private company. Skills and Expertise: • Leadership experience at two public companies • Extensive experience in matters affecting both public and private companies, including sales, marketing and logistics, finance and accounting, employee matters, mergers and acquisitions, risk assessment, civic affairs and government relations, corporate governance and securities markets and compliance • East Tennessee resident ~~whose~~with knowledge of the east Tennessee market ~~fits well with our strategy of focusing on our core banking franchise in Tennessee~~ Prior Public Company Board Service:Landair Transport, Inc. (1998-2003) and Forward Air, Inc. (1998-2005) Non-Profit Board Service:Serves on the boards of several non-profit organizations.
Chairman and founder of Landair Transport, Inc.
Independent director since 2011
Age 70
Committees: Executive & Risk, Nominating & Corporate Governance, and the Bank’s Trust Committee

Vicki R. Palmer ~~President of The Palmer~~ ~~Group, LLC~~ ~~Independent director~~ ~~since 1993~~ ~~Age 62~~ ~~Committees:~~ ~~Compensation and~~ ~~Executive & Risk~~		Ms. Palmer is the President of The Palmer Group, LLC, Atlanta, Georgia, a general consulting firm. Between 2004 and 2009, she served as Executive Vice President, Financial Services and Administration, Coca-Cola Enterprises Inc. (“CCE”), Atlanta, Georgia, a bottler of soft drink products. She was responsible for overseeing treasury, pension and retirement benefits, asset management, internal audit and risk management, was a member of CCE’s Risk Committee, served on CCE’s Senior Executive Committee and had oversight responsibility for CCE’s enterprise-wide risk assessment process. Skills and Expertise: • Expertise in public company finance, risk management and administration • Senior level policy-making experience at a public company • Knowledge of public company audit and governance matters due to public company board service Other Current Public Company Board Service:Haverty Furniture Companies Inc. (since 2001) Non-Profit Board Service: Serves on the boards of several non-profit organizations.
President of The Palmer Group, LLC
Independent director since 1993
Age 64
Committees: Compensation (chair), Executive & Risk

Cecelia D. Stewart ~~Retired President of U.S.~~ ~~Consumer and Commercial~~ ~~Banking of Citigroup, Inc.~~ ~~Independent director~~ ~~since 2014~~ ~~Age 57~~ ~~Committees:~~ ~~Audit, Information~~ ~~Technology (Chair) and the~~ ~~Bank’s Trust Committee~~		~~Ms.~~Cecelia D. Stewart retired as the President of U.S. Consumer and Commercial Banking of Citigroup, Inc., a global diversified financial services holding company, in ~~April~~ 2014. She had held that position since ~~January~~ 2011. From 2009 to 2011, she was President of the retail banking group and CEO of Morgan Stanley Private Bank N.A. Ms. Stewart’s career in banking began at Wachovia Bank N.A. in 1978, where she held a variety of regional banking positions, culminating in her service as Executive Vice President and Head of Retail and Small Business Banking from 2003 to 2008. Skills and Expertise: • Extensive experience in banking and financial services • Senior level policy-making experience at a public company • Experience in employee matters, finance and accounting, ~~and~~ risk assessment, and similar matters associated with running a large division of a public company • Knowledge of public company executive compensation, information technology and other matters due to public company board service Other Current Public Company Board Service: United States Cellular Corporation (since 2013) Non-Profit Board Service: Serves on the board of a non-profit organization.
Retired President of U.S. Consumer and Commercial Banking of Citigroup, Inc.
Independent director since 2014
Age 59
Committees: Audit, Information Technology (chair), and the Bank’s Trust and Trust Audit Committees