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EXHIBIT 10(d)
1-21-97 AMENDMENT TO
FIRST TENNESSEE NATIONAL CORPORATION
1992 RESTRICTED STOCK INCENTIVE PLAN
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1. The first sentence of Section 1 of the First Tennessee National
Corporation 1992 Restricted Stock Incentive Plan (the "Plan") is amended by
inserting the phrase "and any successor thereto" after the second reference to
"First Tennessee National Corporation" in such sentence.
2. Subsection (g) of Section 5 of the Plan is amended by deleting the
second sentence of subsection (g) and the balance of the subsection following
the second sentence and substituting therefor the following:
A "Change in Control" means the occurrence of any one of the following
events:
(i) individuals who, on January 21, 1997, constitute the
Board (the "Incumbent Directors") cease for any reason to constitute
at least a majority of the Board, provided that any person becoming a
director subsequent to January 21, 1997, whose election or nomination
for election was approved by a vote of at least three-fourths (3/4) of
the Incumbent Directors then on the Board (either by a specific vote
or by approval of the proxy statement of the Company in which such
person is named as a nominee for director, without written objection
to such nomination) shall be an Incumbent Director; provided, however,
that no individual elected or nominated as a director of the Company
initially as a result of an actual or threatened election contest with
respect to directors or as a result of any other actual or threatened
solicitation of proxies or consents by or on behalf of any person
other than the Board shall be deemed to be an Incumbent Director;
(ii) any "Person" (as defined under Section 3(a)(9) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and
as used in Section 13(d) or Section 14(d) of the Exchange Act) is or
becomes a "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Company's
then outstanding securities eligible to vote for the election of the
Board (the "Company Voting Securities"); provided, however, that the
event described in this paragraph (ii) shall not be deemed to be a
change in control by virtue of any of the following acquisitions: (A)
by the Company or any entity in which the Company directly or
indirectly beneficially owns more than 50% of the voting securities or
interests (a "Subsidiary"), (B) by an employee stock ownership or
employee benefit plan or trust sponsored or maintained by the Company
or any Subsidiary, (C) by any underwriter temporarily holding
securities pursuant to an offering of such securities, or (D) pursuant
to a Non-Qualifying Transaction (as defined in paragraph (iii));
(iii) the shareholders of the Company approve a merger,
consolidation, share exchange or similar form of corporate transaction
involving the Company or any of its Subsidiaries that requires the
approval of the Company's shareholders, whether for such
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transaction or the issuance of securities in the transaction (a
"Business Combination"), unless immediately following such Business
Combination: (A) more than 50% of the total voting power of (x) the
corporation resulting from such Business Combination (the "Surviving
Corporation"), or (y) if applicable, the ultimate parent corporation
that directly or indirectly has beneficial ownership of 100% of the
voting securities eligible to elect directors of the Surviving
Corporation (the "Parent Corporation"), is represented by Company
Voting Securities that were outstanding immediately prior to the
consummation of such Business Combination (or, if applicable, is
represented by shares into which such Company Voting Securities were
converted pursuant to such Business Combination), and such voting
power among the holders thereof is in substantially the same
proportion as the voting power of such Company Voting Securities among
the holders thereof immediately prior to the Business Combination, (B)
no person (other than any employee benefit plan sponsored or
maintained by the Surviving Corporation or the Parent Corporation), is
or becomes the beneficial owner, directly or indirectly, of 20% or
more of the total voting power of the outstanding voting securities
eligible to elect directors of the Parent Corporation (or, if there is
no Parent Corporation, the Surviving Corporation) and (C) at least a
majority of the members of the board of directors of the Parent
Corporation (or, if there is no Parent Corporation, the Surviving
Corporation) were Incumbent Directors at the time of the Board's
approval of the execution of the initial agreement providing for such
Business Combination (any Business Combination which satisfies all of
the criteria specified in (A), (B) and (C) above shall be deemed to be
a "Non-Qualifying Transaction"); or
(iv) the shareholders of the Company approve a plan of
complete liquidation or dissolution of the Company or a sale of all or
substantially all of the Company's assets.
Computations required by paragraph (iii) shall be made on and as of
the date of shareholder approval and shall be based on reasonable assumptions
that will result in the lowest percentage obtainable.
Notwithstanding the foregoing, a Change in Control of the Company
shall not be deemed to occur solely because any person acquires beneficial
ownership of more than 20% of the Company Voting Securities as a result of the
acquisition of Company Voting Securities by the Company which reduces the
number of Company Voting Securities outstanding; provided, that if after such
acquisition by the Company such person becomes the beneficial owner of
additional Company Voting Securities that increases the percentage of
outstanding Company Voting Securities beneficially owned by such person, a
change in control of the Company shall then occur.
3. The Plan is amended by adding a new Section 15 at the end thereof,
which will read as follows:
15. Successors. This Plan shall bind any successor of the Company,
its assets or its businesses (whether direct or indirect, by purchase,
merger, consolidation or otherwise), in the same manner and to the
same extent that the Company would be obligated under this Plan if no
succession had taken place. In the case of any transaction in which a
successor would
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not by the foregoing provision or by operation of law be bound by this
Plan, the Company shall require such successor expressly and
unconditionally to assume and agree to perform the Company's
obligations under this Plan, in the same manner and to the same extent
that the Company would be required to perform if no such succession
had taken place. The term "Company," as used in the Plan, shall mean
the Company as hereinbefore defined and any successor or assignee to
the business or assets which by reason hereof becomes bound by this
Plan.