First Horizon (FHN) 10-Q 2004 Q2 Quarterly report

Exhibit 10(n)

FIRST HORIZON NATIONAL CORPORATION
2000 NON-EMPLOYEE DIRECTORS’ DEFERRED
COMPENSATION STOCK OPTION PLAN
(AS AMENDED AND RESTATED APRIL 20, 2004)

1. Purpose. The 2000 Non-Employee Directors’ Deferred Compensation Stock Option Plan of the First Horizon National Corporation has been adopted to advance the interests of shareholders by encouraging non-employee members of the Board of Directors to acquire proprietary interests in the Company in the form of Stock Options granted in lieu of Retainer/Fees that otherwise would have been paid in cash for serving on the Board of Directors or any committee thereof.

2. Definitions. As used in the Plan, the following terms shall have the respective meanings set forth below:

(a) “Board” means the Board of Directors of the Company.

(b) “Common Stock” means the common stock, par value $0.625 per share (appropriately adjusted for subsequent stock splits), of the Company.

(c) “Company” means the First Horizon National Corporation, a corporation established under the laws of the State of Tennessee.

(d) “Deferred Compensation Stock Option” or “Stock Option” means a right granted at the election of a Non-Employee Director pursuant to Section 6.

(e) “Disability” means total and permanent disability, which if the Participant were an employee of the Company, would be treated as a total and permanent disability under the terms of the Company’s long-term disability plan for employees, as may be in effect from time to time.

(f) “Early Retirement” means retirement from Board service after the age of 55 with 120 or more full months of aggregate Board service.

(g) “Fair Market Value” means the average of the high and low sales prices at which shares of Common Stock are traded, as publicly reported by the Wall Street Journal, on the applicable date or, if there were no sales of Common Stock reported for such date, the last prior date for which a sale is reported.

(h) “Grant Date” means the applicable date, as specified in Section 7, on which a Stock Option is granted to a Non — Employee Director by reason of an election made pursuant to Section 6.

(i) “Non-Employee Director” means a member of the Board who is not an employee of the Company or any subsidiary or affiliate of the Company at the time such person elects to receive Retainer/Fees in the form of Stock Options.

(j) “Normal Retirement” means the date at which any Non-Employee Director is no longer qualified to serve on the Board based on the then-current retirement age policy contained in the Company’s by-laws or, if not in the by-laws, as adopted by the Board.

(k) “Participant” means a person who has received one or more Stock Options or the legal representative, heir or estate of such person.

(l) “Plan” means the 2000 Non-Employee Directors’ Deferred Compensation Stock Option Plan.

(m) “Retainer/Fees” means the retainer and meeting attendance fees payable to a Non-Employee Director for service as member of the Board and/or member of any committee of the Board.

(n) “1934 Act” means the Securities Exchange Act of 1934, as amended from time to time.

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3. EffectiveDate. The Plan shall be effective on the date it is approved by the shareholders of the Company and shall remain in effect through the last Grant Date occurring with respect to calendar year 2004, unless the Plan is terminated by the Board earlier than such date subject to the provisions of Section 11. If shareholder approval is not obtained by June 30, 2000, the Plan shall be nullified and all elections to receive Stock Options shall be rescinded and all Non-Employee Directors shall receive cash equal to all Retainer/Fees that had been the subject of an election hereunder. Upon termination of the Plan, the applicable terms of the Plan shall continue to apply to all Stock Options which are outstanding on the date the Plan is terminated and to any Stock Options which are granted subsequent to such date pursuant to Section 11.

4. PlanOperation. The Plan is intended to meet the requirements of a “formula plan” for purposes of Rule 16b-3 under the 1934 Act as currently applicable to the Plan and accordingly is intended to be self-governing. To this end the Plan is expected to require no discretionary action by any administrative body except as contemplated by Section 5(b). However, should any questions of interpretation arise, they shall be resolved by the Human Resources Committee of the Board or such other Committee as the Board may from time to time designate. The Plan shall be interpreted to comply with Rule 16b-3 under the 1934 Act, as then applicable to the Company’s employee benefit plans, and any action under this Plan that would be inconsistent with the requirements of Rule 16b-3 as then applicable shall be null and void.

5. CommonStockAvailableforStockOptions.

(a) A maximum of 400,000 shares of Common Stock may be issued upon the exercise of Stock Options granted under the Plan. Shares of Common Stock shall not be deemed issued until the applicable Stock Option has been exercised and, accordingly, any shares of Common Stock represented by Stock Options which expire unexercised or which are canceled shall remain available for issuance under the Plan. For purposes of computing the maximum number of shares that may be issued under the Plan, if shares are tendered in payment of all or portion of the exercise price, then the number of shares issued in connection with such exercise is the number of shares subject to option that was exercised, net of the number tendered in payment.

(b) Any increase in the number of outstanding shares of Common Stock occurring through stock splits or stock dividends after the adoption of the Plan shall be reflected proportionately in an increase in the aggregate number of shares then available for the grant of Stock Options under the Plan, or becoming available through the termination or forfeiture of Stock Options previously granted but unexercised and in the number subject to Stock Options then outstanding, and a proportionate reduction shall be made in the per-share exercise price as to any outstanding Stock Options or portions thereof not yet exercised. Any fractional shares resulting from such adjustments shall be eliminated. If changes in capitalization other than those considered above shall occur, the Board, as it deems appropriate to preserve Participant’s benefits and to meet the intent of the Plan, may make equitable adjustments to the number of shares available under the Plan and covered by outstanding Stock Options and to the exercise prices of outstanding Stock Options in the event of any change in capitalization or similar action affecting Common Stock. Such actions may include, but are not limited to, any combination or exchange of shares, merger, consolidation, recapitalization, spin-off or other distribution (other than normal cash dividends) of Company assets to shareholders, or any other change affecting the Common Stock.

6. ElectionstoReceiveStockOptions. Each Non-Employee may make a one-time irrevocable election to receive Stock Options under the Plan, provided that such election conforms to the following:

(a) Each Non-Employee Director serving as of October 20, 1999, must make his or her election under the Plan no later than December 31, 1999. Such election, if any, shall be applicable to Retainer/Fees otherwise payable to such Non-Employee Director for service from January 1, 2000 through December 31, 2004, subject to the requirements of Section 9.

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(b) Each Non-Employee Director who is newly appointed or elected to the Board after October 20, 1999, must make his or her election, if any, under the Plan no later than 30 days following the commencement of such person’s Board service. Such election, if any, shall be applicable to Retainer/Fees earned by such Non-Employee Director from the date of such election (but not before January 1, 2000) through December 31, 2004, subject to the requirements of Section 9. The above notwithstanding, no election under the Plan shall be permitted after June 30, 2004.

(c) In making an irrevocable election to receive Retainer/Fees in the form of Stock Options, the Non-Employee Director must designate that the election is for all or a specified portion of the Retainer/Fees payable to him or her through December 31, 2004.

7.    EffectiveGrantDates.

(a) The Grant Dates for Stock Options granted pursuant to an election covered by Section 6(a) made by a Non-Employee Director serving on the Board as of October 20, 1999 for each of the calendar years such election is in effect shall be the first business day of July of such calendar year and the first business day of January of the following calendar year.

(b) The Grant Dates for Stock Options granted pursuant to an election covered by Section 6(b) made by a Non-Employee Director elected or appointed to the Board after October 20, 1999, shall be:

(i) For the initial Stock Option granted, the earliest calendar date specified by Section 7(a) to occur after such election, or, if then required by Rule 16b-3 under the 1934 Act as then applicable to the Plan, the first business day following the last day of the second full calendar quarter of Board service after an election pursuant to Section 6 has been made.

(ii) For all Stock Options granted subsequent to the initial Stock Option, for each of the calendar years such election is in effect the first business day of each subsequent July of such calendar year and each subsequent January of the following calendar year.

8. StockOptionGrants. Stock Options granted under the Plan shall have the following terms and conditions:

(a) Each Stock Option shall have a per share exercise price equal to 50% of the Fair Market Value on the Grant Date.

(b) Each Stock Option shall cover the number of shares represented by “A” in the following formula:

A = B/C, where

B = Amount of Retainer/Fees Earned
C = 50% of Fair Market Value of one share of Common Stock on the Grant Date.

If the number of Common Shares resulting from this calculation is not a whole number, the amount will be rounded up to the next whole number. The “Amount of Retainer/Fees Earned” for purposes of this calculation shall be such amount as was payable to the Participant since the prior applicable Grant Date or since January 1, 2000 in the case of an election pursuant to Section 6(a), or the date of the election (but not before January 1, 2000) in the case of an election pursuant to Section 6(b).

(c) Each Stock Option shall expire on the tenth anniversary of its Grant Date, subject to earlier or later expiration in accordance with Section 9.

(d) Each Stock Option shall be immediately exercisable upon grant, except, however, that the Board may postpone the exercise of a Stock Option during such period of time that is deemed reasonably necessary to prevent any acts or omissions that the Board reasonably believes could result in the violation of any state or federal law.

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9. Termination of Board Service.

(a) If a Non-Employee Director terminates Board service for any reason (or becomes an employee of the Company) prior to a Grant Date upon which he or she would otherwise receive a Stock Option under the Plan, no future Stock Options shall be granted to him or her and any Retainer/Fees that have been earned, but which were to be paid in the form of a Stock Option will be paid in cash instead.

(b) If a Participant terminates Board service with less than 120 full months of aggregate Board service or prior to Normal or Early Retirement for any reason other than death or Disability, all outstanding Stock Options held by such Participant shall expire on the first anniversary of such person’s termination of Board service.

(c) If a Participant terminates Board service due to death, Disability or because of Normal or Early Retirement, each outstanding Stock Option held by such Participant shall terminate at the earlier of the fifth anniversary of such Participant’s termination of Board service or the end of the term of the Stock Option.

(d) The above notwithstanding, any Stock Option held by a Participant at the time of the Participant’s death shall expire on the later of the date provided for by Section 9(b) or 9(c), or the first anniversary of the Participant’s death.

10. ExercisePayment. A Stock Option, or portion thereof, may be exercised by written notice of the exercise delivered to the Human Resources Committee of the Board, or its designee, accompanied by payment of the exercise price. Such payment may be made by cash, personal check or Common Stock already owned by the Participant, valued at the Fair Market Value on the date of exercise, or a combination of such payment methods. As soon as practicable after notice of exercise and receipt of full payment for shares of Common Stock being acquired, the Company shall deliver a certificate to the Participant representing the Common Stock purchased through the Stock Option.

11. Termination,SuspensionandAmendmentofthePlan. The Board may at any time terminate, suspend or amend the Plan, except that the Plan may not be amended in any manner which knowingly would: (a) cause the Plan not to comply with Rule 16b-3 under the 1934 Act as then applicable to the Company’s employee benefit plans; (b) cause Participants not to be deemed “non-employee directors” for purposes of Rule 16b-3 under the 1934 Act as then applicable to the Company’s employee benefits plans; or (c) adversely affect a Participant’s rights under the Plan, without the consent of the Participant. If the Plan is terminated or suspended prior to December 31, 2004, any Retainer/Fees which have been earned but not paid as of the effective date of termination of the Plan and which are the subject of an election pursuant to Section 6, will be delivered in the form of Stock Options on the appropriate Grant Date, notwithstanding that such date is subsequent to the date the Plan has otherwise been terminated or suspended.

12. Reload Option Grants.

(a)    ReloadGrants. Automatically upon the compliance by the Participant with the following, the Participant will receive an additional option (a “Reload Option”) at the time and subject to the terms and conditions described in this Section 12(a):

1. The Participant must exercise a Stock Option, using the attestation method of exercise to pay all or a portion of the exercise price of the Stock Option. Under the “attestation method” the Participant or other person who holds legal title to shares of Common Stock beneficially owned by the Participant attests to the ownership of a sufficient amount of shares of Common Stock to pay all or a portion of the exercise price of the Stock Option without actually tendering such shares, and as a result the Company issues to the Participant (or defers delivery of) that number of shares equal to the number of shares subject to Stock Option or Reload Option being exercised net of the shares attested to.

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2. The Participant must not have previously received the grant of a Reload Option in connection with the exercise of a portion of the Stock Option.

3. The Participant must be a current Director of the Corporation at the time of the exercise of the Stock Option.

4. There must be at least one year remaining in the term of the Stock Option at the time of its exercise.

5. The Reload Option will be granted on and as of the time and date of the valid exercise of the Stock Option by the Participant.

6. The exercise price per share of the Reload Option will be the Fair Market Value of one share of Common Stock on the date of exercise of Stock Option.

7. The number of shares of Common Stock with respect to which the Reload Option will be granted will be equal to the number of shares attested to by the Participant in payment in all or a portion of the exercise price of the Stock Option.

8. The Reload Option will be exercisable during a term commencing at the time of the valid exercise of the Stock Option and ending on the same date at the same time as the original term of the Stock Option ends.

9. No Reload Option will be granted upon the exercise of a Reload Option.

10. A Participant who has received more than one Stock Option and who otherwise complies with this Section 12(a) will receive a Reload Option with respect to each such Stock Option.

11. The sale or other transfer of certain of the shares received upon the exercise of a Reload Option will be restricted, as follows:

(i) No restriction will apply to the shares received upon the exercise of a Reload Option if the Reload Option was granted in connection with the exercise of an option in which the Participant elected to defer receipt of shares.

(ii) Subject to (v), the restriction will apply to that number of shares received upon the exercise of a Reload Option equal to the product of x times y times z divided by w, where “x” is the number of shares received upon the exercise of the Reload Option, “y” is .50, “z” is the difference between the fair market value of one share at the time of exercise minus the exercise price of one share, and “w” is the fair market value of one share at the time of exercise.

(iii) The restriction period will last until the earliest to occur of the following: five years following the exercise of the Reload Option, death, disability, Normal Retirement, Early Retirement, a change in control as defined in the Company’s 1997 Employee Stock Option Plan or termination of service as a director for any reason.

(iv) During the restriction period the Participant cannot sell or otherwise transfer the shares, and the shares either will be legended accordingly or will be held in book-entry form by the Company’s transfer agent with appropriate limitations on transfer ability in place.

(v) In the event that the Participant determines to sell shares of Common Stock to pay the taxes associated with the exercise of a Reload Option, then 50% of the shares so sold to pay the taxes may be shares that otherwise would be restricted pursuant to the provisions hereof.

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(b)     General. The term “Stock Option” as used in Sections 2(k), 3 (the last sentence), 5, 8(d), 9(b), 9(d), 10 and 12 shall be deemed to include a “Reload Option” for all purposes of such Sections.

13.    GeneralProvisions.

(a) Stock Options shall not be transferable or assignable other than by (a) will or the laws of descent and distribution, or (b) to the extent permitted by Rule 16b-3 under the 1934 Act as then applicable to the Company’s employee benefits plans, by gift or other transfer to any “family member” of a Non-Employee Director as the term “family member” is defined in the instructions to Form S-8 promulgated by the Securities and Exchange Commission.

(b) Stock Options shall be evidenced by written agreements or such other appropriate documentation prescribed by the Human Resources Committee of the Board or its designee.

(c) Neither the Plan nor the granting of Stock Options nor any other action taken pursuant to the Plan, shall constitute or be evidence of any agreement or understanding, express or implied, that the Company shall retain the services of a Participant for any period of time or at any particular rate of compensation as a member of the Board. Nothing in the Plan shall in any way limit or affect the right of the Board or the shareholders of the Company to remove any Participant from the Board or otherwise terminate his or her service as a member of the Board.

(d) The validity, construction and effect of the plan and any such actions taken under or relating to the Plan shall be determined in accordance with the laws of the State of Tennessee and applicable federal law.

[Reflects 4-20-04 Company name change.]

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