EXHIBIT 10.5(k)
SECTIONS OF DIRECTOR
POLICY
PERTAINING TO COMPENSATION AND
RETIREMENT
(As amended February 17, 2009)
This exhibit sets forth excerpts from the
Director Policy of First Horizon National Corporation of all
sections in that Policy pertaining to compensation and retirement
of directors. Other sections of the Policy have been
omitted.
I. STATEMENT OF
POLICY
* * * * *
Compensation
|
|
Annual
Retainer
|
Daily Board
Attendance Fee
|
Daily Audit
Committee Attendance Fee
|
Daily
Attendance Fee—All Other Committees
|
|
FHNC and FTB (jointly)
|
$45,000
|
$2,000
|
$2,000
|
$1,500
|
|
Chairman, Audit Committee
|
|
|
$5,000 (inclusive of attendance fees)
|
|
|
Chairman, Compensation Committee
|
|
|
|
$4,000 (inclusive of attendance fees)
|
|
Chairman, Nominating and Corporate Governance
Committee
|
|
|
|
$4,000 (inclusive of attendance fees)
|
|
Chairman, Trust Committee
|
|
|
|
$4,000 (inclusive of attendance fees)
|
Unless payment is deferred under a
duly adopted Company plan or agreement, the annual retainer will be
paid quarterly in advance, and the attendance fees will be paid
following the meeting. Directors are permitted to elect to defer
into an interest-accruing account or the First
1
Horizon National Corporation
Non-Qualified Deferred Compensation Plan or any other duly adopted
deferral plan, now existing or hereafter approved.
To improve the directors’
knowledge and understanding of FHNC and FTB and their markets,
customers and officers and to enhance each director’s service
as a director of FHNC, FHNC’s non-employee directors are
encouraged to become, where practicable, members of one of
FTB’s Regional Boards. A director who becomes a member of a
Regional Board shall not be compensated as a member of the Regional
Board but shall receive attendance fees for attendance at Regional
Board meetings (at the same rate as is paid for other Regional
Board members, not to exceed $500 per meeting) as part of his or
her FHNC director compensation. Such director shall report back to
the FHNC Board regarding his or her attendance at Regional Board
meetings. Membership by an FHNC director on a Regional Board is
deemed by FHNC’s Board of Directors to be part of the FHNC
director’s service as a director of FHNC.
In addition to retainer and
attendance fees, non-employee directors will receive an annual
award of restricted stock units (“RSUs”) under the
Company’s 2003 Equity Compensation Plan, or any duly adopted
successor plan. Director RSUs: generally will be granted annually
in April on the first trading day which begins after t
