JOHN P. O'CONNOR, JR. RETIREMENT AGREEMENT

           This Agreement is made by and between John P. O’Connor, Jr. ("Mr. O’Connor" or "you") and First Horizon National Corporation, its predecessors, successors, assigns, subsidiaries, parents, affiliates, and their respective directors, officers, employees and agents, attorneys and representatives, both past, present, or future ("the Company"). This arrangement is offered in recognition of your years of service with the Company and is accompanied with the Company's hope that it will assist you during the transition period that follows.

           You acknowledge that you have had more than 21 days to evaluate this Agreement. After signing this Agreement, you have seven days during which you may revoke your decision.

The elements of the retirement agreement are these:

1.           Agreement:

           Your signature at the conclusion of this document represents your knowing and voluntary acceptance of this Agreement. You acknowledge that you have not been pressured in any way to sign this Agreement and that you have executed it of your own free will. This Agreement should be returned to Kenneth Bottoms, 300 Court Avenue, Sixth Floor, Memphis, Tennessee 38103, after you have fully executed it.  By its execution of this Agreement, the Company acknowledges and confirms that the appropriate committee of its Board of Directors or other administrative body has approved of your normal (age 65) retirement as of May 30, 2008 for purposes of applying the benefits you are otherwise entitled to under applicable plans (including those referenced in Sections 2 and 6 of this Agreement) and that nothing herein shall be considered in a manner which adversely affects any benefits, or the amount thereof, to which you are or may otherwise be entitled under applicable plans.

2.           Consideration:

           In consideration of your release as set forth below and your retirement on May 30, 2008, the Company will provide you with the following. You acknowledge that you are not otherwise entitled to the consideration listed in this Section.  In the event of your death prior to the payment of any of the amounts set forth in this Section, your entitlement to such consideration will not be adversely affected and any payments for which a beneficiary has not already been designated will be paid to your estate.

           (i)            Pro-Rata Restricted Stock

13,891 shares of restricted stock will vest on your retirement date of May 30, 2008.  This represents a pro-rata portion of your outstanding restricted shares.  Shares will be withheld for taxes.

           (ii)            Pro-Rata Annual Bonus

           You will be eligible for a pro-rata annual bonus for months worked in 2008, subject to approval by the Compensation Committee of the Board of Directors.  The amount before pro-ration will be the same that you would have received if you had not retired.

3.           Protective Covenants:

              In order to protect the legitimate interests of the Company, and its subsidiaries, you agree to the following:

Confidentiality and Non-Disclosure:     You will not disclose to others at any time in the future, whether directly or indirectly, any information relating to the Company's business plans or other confidential business information and/or trade secrets of the Company which you received or to which you were given access during your employment with the Company; provided, however , the obligations set forth in this sentence will expire on May 30, 2010.  If such information is required to be produced by law, court order or governmental authority, you must promptly notify the Company of that obligation.  You may not produce or disclose any such information until the Company has (a) requested protection from the court or other legal or governmental authority issuing the process and the request has been denied or pending action on the request you subsequently have been ordered to produce or disclose such information, (b) consented in writing to such production or disclosure, or (c) taken no action to protect its interest within ten (10) business days (or such shorter period required by order of a court or other legal or governmental authority) after receipt of your notice.

Non-Solicitation:      For a period of two (2) years following your retirement from the Company, you will not, without the express written approval of the Company, directly or indirectly, on behalf of yourself or for others, solicit or contact in any manner (with the intent of providing any service or product competitive with any service or product which is provided at the time of such contact by the Company) any customer of the Company with whom you had actual contact while employed by the Company.

Non-Interference :    For a period of two (2) years following your retirement, you will not directly or indirectly induce or encourage:

(i)           any employee or contractor of the Company to leave his/her position to seek employment or association with any person or entity other than the Company; or

(ii)          any dealer, supplier or customer of the Company to modify or terminate any relationship, whether or not evidenced by a written contract, with the Company.

You acknowledge and agree that the restrictions set forth in paragraph 3 hereof are reasonable and necessary for the protection of Company business and goodwill.  You further agree that if you breach or threaten to breach any of your obligations in this Agreement, the Company in addition to any other remedies available to it under the law may obtain specific performance and/or injunctive relief against you to prevent such continued or threatened breach.  You also acknowledge and agree that the Company shall be reimbursed by you for all sums paid to you pursuant to paragraph 2 of this agreement as well as attorneys’ fees and other costs incu