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EXHIBIT 10(g)
1-27-97 AMENDMENTS TO
FIRST TENNESSEE NATIONAL CORPORATION
SURVIVOR BENEFITS PLAN
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1. The first sentence of the First Tennessee National Corporation
Survivor Benefits Plan (the "Plan") is amended by inserting the phrase ",and
any successor thereto," after "First Tennessee National Corporation."
2. Section X(C) of the Plan is amended by deleting it in its
entirety and substituting therefor the following:
C. Amendment and Termination. The Company shall have the right, at
any time and from time to time, to amend in whole or in part, or to terminate
any of the provisions of the plan, subject to the provisions of Paragraph
VII.B. and such amendment or termination shall be binding upon all participants
and parties in interest. Notwithstanding the foregoing, no amendment or
termination of the Plan occurring on or after the date on which a Change in
Control (as defined herein) occurs shall reduce or eliminate any benefit
payable hereunder to any employee who had qualified for participation in the
Plan prior to the date of such Change in Control. For purposes of this
Paragraph C, 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
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temporarily holding securities pursuant to an offering of such
securities, or (D) pursuant to a Non-Qualifying Transaction (as
defined in paragraph (iii));
(iii) consummation of 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 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.
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. Section X(E) of the Plan is amended by deleting it in its entirety
and substituting therefor the following:
17. 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
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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 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.