<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex10-4a.txt
<DESCRIPTION>EXHIBIT 10.4(A)
<TEXT>

<PAGE>


                                                                 EXHIBIT 10.4(a)

                                    NOTICE OF
             2003 LONG-TERM INCENTIVE PLAN AWARD ("2003 LTIP AWARD")
                       UNDER 2003 EQUITY COMPENSATION PLAN

1.0  OBJECTIVE:

     The purpose of the Long-Term Incentive Plan Award ("LTIP") pursuant to
     Section 8 of First Horizon National Corporation's 2003 Equity Compensation
     Plan (the "Plan") is to provide motivation for key executives to achieve
     the Company's strategic objectives and ensure incentive rewards and
     performance are linked to shareholder value.

2.0  LTIP PERFORMANCE PERIOD:

     The LTIP performance period will be the Company's fiscal years beginning
     January 1, 2003 and ending December 31, 2005.

3.0  ELIGIBILITY:

          o    Eligibility for executive officers who are subject to Section 16
               (as defined in the Plan) or who are Covered Officers (as defined
               in the Plan) is approved annually by the Compensation Committee
               ("Committee").

          o    Eligibility for all other executives is approved annually by the
               CEO.

4.0  FUNDING OF THE INCENTIVE POOL:

o    As soon as possible following the end of the Performance Period, the
     Committee shall determine the 2003 LTIP Award earned by each Participant in
     the manner described in Sections 4.0 and 5.0 of this Notice (the "Earned
     Award").

o    The amount by which the Company will fund the incentive pool from which all
     of the Participants' 2003 LTIP Awards will be paid will be determined based
     on the higher of the following two criteria established by the Compensation
     Committee: (1) the Company's price/earnings ratio ("P/E Ratio") relative to
     the Peer Group (as defined below) as of the Measurement Date or (2) the
     compound annual growth rate ("CAGR") in the Company's stock price.

     o    The Company's relative P/E Ratio measurement criterion is as follows:

          o    If the Company's P/E Ratio equals the ____th percentile of the
               P/E Ratio of the Peer Group, an incentive pool will be funded
               equal to 20% of the maximum aggregate potential 2003 LTIP Award
               of all the Participants. The "Peer Group" shall be the "Top 50
               Banks" as identified by American Banker at the beginning of the
               Performance Period.


                                        1




<PAGE>


          o    If the Company's P/E Ratio equals the ____th percentile of the
               P/E Ratio of the Peer Group, an incentive pool will be funded
               equal to 100% of the maximum aggregate potential 2003 LTIP Award
               of all the Participants.

          o    Straight line interpolation will be used to fund the incentive
               pool when performance is between the ____th and ____th percentile
               of the Peer Group.

          o    Regardless of Company's relative performance, no incentives will
               be funded or paid unless the Company's P/E Ratio increases during
               the Performance Period.

          o    The P/E Ratio at the beginning of the Performance Period is 12.3.

          o    The initial Performance Period covers 3 years (2003 - 2005), and
               the Measurement Date for the initial Performance Period will be
               January 31, 2006.

          o    The numerator of the P/E Ratio will be based on the
               60-trading-day average closing price for the period ending
               January 31, as reported by The Wall Street Journal, unless the
               Committee selects another period (e.g., due to market volatility
               or rumors of potential transactions).

          o    The denominator of the P/E Ratio will be the Company's actual
               earnings for the year ended 12/31/05, unless the Committee
               approves a different period.

          o    If, at the end of the Performance Period, the Committee
               determines that the Company's P/E Ratio is distorted (positively
               or negatively) by market volatility (e.g., due to speculation
               about potential business combinations), then the Committee may
               adjust the incentive pool. Alternatively, the Committee may
               direct the Company to calculate its relative P/E Ratio over a
               longer or shorter period of time (i.e., 90 days rather than 60
               days) or otherwise determine a normalized P/E Ratio for
               comparison to the Peer Group.

     o    The stock price CAGR measurement criterion is as follows:

          o    Target based on 2003-2005 strategic plan as presented to the
               board in October, 2002.

          o    100% payout earned only if stock price CAGR represents
               significant return to shareholders as indicated in the following
               grid:

<TABLE>
<CAPTION>
                                 CAGR   =>   Payout %
                                 ----        --------
                                 <S>         <C>
                                 ___%          100%
                                 ___            75
                                 ___            50
                                 ___            25
                                 ___           -0-
</TABLE>

     o    The amount of the incentive pool funded may be reduced by the
          Committee in order to more accurately reflect the Company's total
          performance. In determining the amount, if any, by which the incentive
          pool will be reduced, the Committee may consider measures such as the
          following:


                                       2




<PAGE>


<TABLE>
<CAPTION>
     --------------------------------------
     Factor            Guideline
     --------------------------------------
<S>                    <C>
     Rating Agencies   [guideline redacted]
     --------------------------------------
     Regulatory        [guideline redacted]
     --------------------------------------
     Capitalization    [guideline redacted]
     --------------------------------------
     Governance        [guideline redacted]
     --------------------------------------
</TABLE>

     Failure to meet the guideline for any one of the above factors may in the
     Committee's discretion result in a 20% reduction, up to a total reduction
     of 80%, of the incentive pool.

5.0  DETERMINATION OF INDIVIDUAL PARTICIPANT'S MAXIMUM EARNED AWARD AND PAYMENT
     OF AWARD:

     The objective of the LTIP is to deliver a total annual award up to 75% of
     the maximum bonus potential for each individual Participant under his/her
     respective annual bonus plan for the Performance Period (MIP or
     FirstPower). The incentive pool available will be determined based on the
     applicable performance criteria outlined in Section 4.0 above. Each
     Participant's maximum Earned Award will be calculated as follows:

[Standard version formula:]

     o    Annual  LTIP Value = Eligible  Base  Salary  times  Annual  Bonus Plan
          Target Percentage times 0.75

[Formula applicable to executives whose bonuses are based on a measure of
business unit earnings:]

     o    Annual LTIP Value = Eligible Base Salary times 0.75

     The Annual LTIP Value will be determined  for each calendar year during the
     Performance  Period.  At the end of the  Performance  Period,  the  maximum
     Earned Award will be determined as follows:

     o    Earned Award = (2003 Annual LTIP Value + 2004 Annual LTIP Value + 2005
          Annual LTIP  Value)  times  (percentage  of  incentive  pool funded as
          described in Section 4.0 above).

     o    Notwithstanding  anything to the contrary herein, the Committee may in
          its discretion choose to award a Participant less than his/her maximum
          Earned Award as calculated above,  taking into account such factors as
          it may deem relevant,  including but not limited to the  Participant's
          achievement  of his/her  bonus  objectives  under  his/her  applicable
          annual bonus plan.

     o    Notwithstanding  anything to the contrary  herein,  the  Committee may
          delay the  payment  of any  Earned  Award for a period of up to a year
          after the Measurement Date.


                                      3




<PAGE>


6.0  TERMINATION OF EMPLOYMENT AND FORFEITURE OF AWARD:

     Except as may otherwise be determined by the Committee, in the event that
     the Participant's employment with the Company (including its subsidiaries)
     terminates for any reason prior to the end of the Performance Period, the
     2003 LTIP Award shall be forfeited, and neither the Participant, nor any
     successor, heir, assign or personal representative of the Participant,
     shall have any further right to or interest in the 2003 LTIP Award.
     Notwithstanding anything herein to the contrary, if a Change in Control (as
     defined in Section 7) occurs and if, prior to the date on which the Change
     in Control occurs, the Participant's employment with the Company is
     terminated or the Participant is reassigned to a position which in the
     opinion of the Committee reduces the Participant's ability to make an
     impact upon the profitability of the Company through his/her decisions,
     actions and counsel and if it is reasonably demonstrated by the Participant
     that such termination of employment or reassignment of position (i) was at
     the request of a third party who has taken steps reasonably calculated to
     effect a Change in Control or (ii) otherwise arose in connection with or in
     anticipation of a Change in Control, then for all purposes of this Notice
     the 2003 LTIP Award shall not be forfeited by the Participant to the
     Company upon such termination or reassignment, and the amount of the 2003
     LTIP Award shall be determined by the Committee as described in Section 7.0
     below and shall vest and be payable immediately upon the Change in Control.

7.0  CHANGE IN CONTROL:

     Notwithstanding anything herein to the contrary, upon a Change in Control,
     the Committee shall determine the amount of the 2003 LTIP Award in the
     manner set forth in this Section 7.0 (the "CIC LTIP Award"). The CIC LTIP
     Award shall equal the maximum potential 2003 LTIP Award, prorated to
     reflect the percentage of the Performance Period that has elapsed between
     the beginning of the Performance Period and the date of the Change in
     Control. The CIC LTIP Award shall vest and be immediately payable upon a
     Change in Control. 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


                                       4




<PAGE>


          or on behalf of any person other than the Board shall be deemed to be
          an Incumbent Director;

     (ii) any "Person" (for purposes of this definition only, 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 interest (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 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


                                       5




<PAGE>


          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 have
     occurred solely because any Person acquires beneficial ownership of more
     than twenty percent (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.

8.0  EFFECT ON EMPLOYMENT:

     Nothing contained in the LTIP shall confer upon the Participant the right
     to continue in the employment of the Company (including its subsidiaries)
     or affect any right that the Company (including its subsidiaries) may have
     to terminate the employment of the Participant.

9.0  AMENDMENT:

     The 2003 LTIP Awards may not be amended except with the consent of the
     Committee.

10.0 WITHHOLDING:

     Whenever payments hereunder are to be made in cash, the Company shall have
     the right to withhold from sums due to the Participant (or to require the
     Participant to remit to the Company) an amount sufficient to satisfy any
     federal, state or local withholding tax requirements prior to making such
     payments.


                                       6




<PAGE>


Participant:
             --------------
Date of Award: April 17, 2003
Number of Shares:
                  ---------

Restricted Stock Agreement ("Agreement") by and between First Horizon National
Corporation (the "Company"), acting with the prior approval of the Compensation
Committee (the "Committee") of the Board of Directors, and the employee whose
name is specified above, who is an employee of the Company or one or more of its
subsidiaries (the "Participant").

Whereas, the Participant has been granted an award (the "2003 LTIP Award") under
Section 8 of the First Tennessee National Corporation 2003 Equity Compensation
Plan (the "Plan"), contingent on the achievement of specified performance goals
over a three-year performance period beginning January 1, 2003 and ending on
December 31, 2005 (the "Performance Period").

Whereas, a portion of the 2003 LTIP Award will be paid in shares of common stock
of the Company, par value $0.625 per share (the "Common Stock").

Now, therefore, in consideration of the covenants hereinafter set forth, the
Company and the Participant agree as follows:

     1.   Award. Pursuant to the terms of the Plan, the Company hereby grants to
          the Participant the number of shares of Common Stock specified above
          (the "Shares"), subject to the Restrictions and other conditions set
          forth herein. So long as any Shares are subject to the Restrictions
          set forth in Section 4 hereof, such Shares shall be deemed to be, and
          shall be referred to herein as, Restricted Shares.

     2.   Certificates. Each certificate evidencing Restricted Shares shall be
          deposited with the Treasurer of the Company, accompanied by a stock
          power in blank executed by the Participant, and shall bear the
          following legend (or alternatively, in the discretion of the Company,
          shall be held in book entry form at the Company's transfer agent,
          subject to the same legend):

          "This certificate and shares of stock represented hereby are subject
          to the terms and conditions (including the risk of forfeiture and
          restrictions on transfer) contained in a Restricted Stock Agreement
          entered into pursuant to the First Tennessee National Corporation 2003
          Equity Compensation Plan between the registered owner and First
          Horizon National Corporation. Release from such terms and conditions
          shall occur only in accordance with the provisions of such Plan and
          Agreement, a copy of each of which is filed with the Secretary of
          First Horizon National Corporation."

     3.   Adjustments in Restricted Shares. The number of Restricted Shares
          covered by this Agreement shall be proportionately adjusted for any
          increase or decrease in


                                       7




<PAGE>


          the number of issued shares of Common Stock resulting from a stock
          split, reverse stock split, stock dividend, recapitalization,
          combination or reclassification of the Common Stock, and may be
          proportionately adjusted, as determined in the sole discretion of the
          Board of Directors of the Company, for any other increase or decrease
          in the number of issued shares of Common Stock effected without
          receipt of consideration by the Company or to reflect any
          distributions to holders of shares of Common Stock other than regular
          cash dividends. Any new, additional or different shares to which the
          Participant shall be entitled in respect of Restricted Shares by
          reason of such adjustment shall be deemed to be Restricted Shares and
          shall be subject to the same terms, conditions, and restrictions as
          the Restricted Shares so adjusted.

     4.   Restrictions. During applicable periods of restriction determined in
          accordance with Section 6 of this Agreement, Restricted Shares, and
          the right to vote such Shares and to receive dividends thereon may not
          be sold, assigned, transferred, exchanged, pledged, hypothecated or
          otherwise encumbered, and shall be subject to the forfeiture
          provisions contained in Section 5 of this Agreement (such limitations
          on transferability and risk of forfeiture being collectively called
          the "Restrictions"), but the Participant shall have all other rights
          of a shareholder, including but not limited to, the right to vote and
          receive dividends on Restricted Shares; provided, however, that
          effective as of July 20, 2004, the Participant shall have no right to
          receive any dividends on the Restricted Shares for so long as they
          remain subject to the Restrictions.

     5.   Forfeiture of Restricted Shares. Except as may otherwise be determined
          by the Committee, in the event that the Participant's employment with
          the Company (including its subsidiaries) terminates for any reason
          prior to the end of the Performance Period, all Shares which at the
          time are Restricted Shares shall be forfeited by the Participant to
          the Company without payment of any consideration by the Company, and
          the cash portion (if any) of the 2003 LTIP Award shall be forfeited,
          and neither the Participant, nor any successor, heir, assign or
          personal representative of the Participant, shall have any further
          right to or interest in such 2003 LTIP Award, Restricted Shares or the
          certificate or certificates evidencing them. Notwithstanding anything
          herein to the contrary, if a Change in Control (as defined in Section
          9) occurs and if, prior to the date on which the Change in Control
          occurs, the Participant's employment with the Company is terminated or
          the Participant is reassigned to a position which in the opinion of
          the Committee reduces the Participant's ability to make an impact upon
          the profitability of the Company through his/her decisions, actions
          and counsel and if it is reasonably demonstrated by the Participant
          that such termination of employment or reassignment of position (i)
          was at the request of a third party who has taken steps reasonably
          calculated to effect a Change in Control or (ii) otherwise arose in
          connection with or in anticipation of a Change in Control, then for
          all purposes of this Agreement the amount of the 2003 LTIP Award shall
          be determined by the Committee as described in Section 9 below and
          shall vest and be payable immediately upon the Change in Control as
          described in Section 9 below.


                                       8




<PAGE>


     6.   Lapse of Restrictions.

          (a)  As soon as practicable following the end of the Performance
               Period, the Committee shall determine the 2003 LTIP Award earned
               by the Participant in the manner described in Exhibit A (the
               "Earned Award"). If the fair market value of the Shares on the
               Measurement Date (as defined in Exhibit A) is less than the
               Earned Award, the Restrictions on all of the Shares will lapse
               and the difference will be paid in cash. If the fair market value
               of the Shares on the Measurement Date exceeds the Earned Award,
               then Restrictions will lapse only as to the number of Shares, the
               fair market value of which is equal to the amount necessary to
               fund the Earned Award (if any), and any remaining shares will be
               forfeited.

          (b)  Notwithstanding the foregoing, the Committee may delay the
               vesting of the Shares and the payment of the cash portion (if
               any) of any Earned Award earned in accordance with paragraph (a)
               of this Section 6 for a period of up to a year after the
               Measurement Date.

          (c)  Upon lapse of the Restrictions in accordance with this Section 6
               or Section 9, new certificates evidencing the Shares with respect
               to which the Restrictions have lapsed, without a restrictive
               legend, shall be issued to the Participant or his legal
               representative, against cancellation of the legended
               certificates. Each such new certificate shall bear a legend
               reflecting any restrictions upon the transferability of such
               shares imposed by law, such as the Securities Act of 1933.

     7.   Valuation of Shares. For purposes of this Agreement, the fair market
          value with respect to the Shares, shall mean, as of any date, (i) the
          mean between the high and low sales prices at which Shares were sold
          on the New York Stock Exchange, or, if the shares are not listed on
          the New York Stock Exchange, on any other such exchange on which the
          Shares are traded, on such date, or, in the absence of reported sales
          on such date, the mean between the high and low sales prices on the
          immediately preceding date on which sales were reported, or (ii) in
          the absence of such sales prices for the Shares on either of such
          dates, the fair market value as determined in good faith by the
          Committee in its sole discretion.

     8.   Withholding Requirements. Whenever payments hereunder are to be made
          in cash, or Restrictions lapse with respect to Restricted Shares, the
          Company shall have the right to withhold from sums due to the
          Participant (or to require the Participant to remit to the Company) an
          amount sufficient to satisfy any federal, state or local withholding
          tax requirements prior to making such payments or delivering any
          certificate evidencing such shares.

     9.   Change in Control. Notwithstanding anything herein to the contrary,
          upon a Change in Control, the Committee shall determine the amount of
          the 2003 LTIP


                                       9




<PAGE>


          Award in the manner set forth in this Section 9 (the "CIC LTIP
          Award"). The CIC LTIP Award shall equal the maximum potential 2003
          LTIP Award, prorated to reflect the percentage of the Performance
          Period that has elapsed between the beginning of the Performance
          Period and the date of the Change in Control. Upon a Change in
          Control, the CIC LTIP Award shall immediately vest and become payable.
          If the fair market value of the Shares on the date of the Change in
          Control is less than the CIC LTIP Award, the Restrictions on all of
          the Shares will lapse immediately and the difference will be paid in
          cash. If the fair market value of the Shares on the date of the Change
          in Control exceeds the CIC LTIP Award, then Restrictions will lapse
          only as to the number of Shares, the fair market value of which is
          equal to the amount necessary to fund the CIC LTIP Award, and any
          remaining Shares will be forfeited. A "Change in Control" means the
          occurrence of any one of the following events.

          (j)  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" (for purposes of this definition only, 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 interest (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));


                                       10




<PAGE>


          (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 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 have
     occurred solely because any Person acquires beneficial ownership of more
     than twenty percent (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.


                                       11




<PAGE>


     10.  Tax Elections. The Participant agrees not to make an election in
          accordance with Section 83(b) of the Internal Revenue Code of 1986, as
          amended, to include in his gross income for federal income tax
          purposes the value of the Restricted Shares in the year in which this
          Agreement is made.

     11.  Effect on Employment. Nothing contained in this Agreement shall confer
          upon the Participant the right to continue in the employment of the
          Company (including its subsidiaries) or affect any right that the
          Company (including its subsidiaries) may have to terminate the
          employment of the Participant.

     12.  Amendment. This Agreement may not be amended except with the consent
          of the Committee and by a written instrument duly executed by the
          Participant and the Company.

     13.  Binding Effect. This Agreement shall be binding upon and shall inure
          to the benefit of the parties hereto and their heirs, personal
          representatives, successors and assigns.

     14.  Choice of Law. This Agreement shall be governed by the law of the
          State of Tennessee without reference to the conflicts of laws
          provisions thereof.

          IN WITNESS WHEREOF, the each of the Company and the Participant has
executed and delivered this Agreement as of the ___ of August, 2004, but
effective the day and year first above written.

                                        FIRST HORIZON NATIONAL CORPORATION


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------


ATTEST


-------------------------------------

                                        PARTICIPANT

                                        ----------------------------------------


                                       12




<PAGE>


                                    Exhibit A

o    Funding of the Incentive Pool. The amount by which the Company will fund
     the incentive pool from which all of the Participants' 2003 LTIP Awards
     will be paid will be determined based on the higher of either one of the
     following two criteria established by the Compensation Committee: (1) the
     Company's Price/Earnings Ratio ("P/E Ratio") relative to the Peer Group (as
     defined below) as of the Measurement Date or (2) the Compound Annual Growth
     Rate ("CAGR") in the Company's stock price.

     o    The Company's relative P/E Ratio measurement criteria is as follows:

          o    If the Company's P/E Ratio equals the ____th percentile of the
               P/E Ratio of the Peer Group, an incentive pool will be funded
               equal to 20% of the maximum aggregate potential 2003 LTIP Award
               of all the Participants. The "Peer Group" shall be the "Top 50
               Banks" as identified by American Banker at the beginning of the
               Performance Period.

          o    If the Company's P/E Ratio equals the ____th percentile of the
               P/E Ratio of the Peer Group, an incentive pool will be funded
               equal to 100% of the maximum aggregate potential 2003 LTIP Award
               of all the Participants.

          o    Straight line interpolation will be used to fund the incentive
               pool when performance is between the ____th and ____th percentile
               of the Peer Group.

          o    Regardless of Company's relative performance, no incentives will
               be funded or paid unless the Company's P/E Ratio increases during
               the Performance Period. The P/E ratio at the beginning of the
               performance period is 12.3.

          o    The initial Performance Period covers 3 years (2003 - 2005), and
               the Measurement Date for the initial Performance Period will be
               January 31, 2006.

          o    The numerator of the P/E Ratio will be based on the
               60-trading-day average closing price for the period ending
               January 31, 2006 as reported by The Wall Street Journal, unless
               the Committee selects another period (e.g., due to market
               volatility or rumors of potential transactions).

          o    The denominator of the P/E Ratio will be the Company's actual
               earnings for the year ended 12/31/05, unless the Committee
               approves a different period.

          o    If, at the end of the Performance Period, the Committee
               determines that the Company's P/E Ratio is distorted (positively
               or negatively) by market volatility (e.g., due to speculation
               about potential business combinations), then the Committee may
               adjust the incentive pool. Alternatively, the Committee may
               direct the Company to calculate its relative P/E Ratio over a
               longer or shorter period of time (i.e., 90 days rather than 60
               days) or otherwise determine a normalized P/E Ratio for
               comparison to the Peer Group.


                                       13




<PAGE>


     o    The stock price CAGR measurement criteria is as follows:

          o    Target based on 2003-2005 strategic plan as presented to the
               Board in October, 2002.

          o    100% payout earned only if stock price CAGR represents
               significant return to shareholders as indicated in the following
               grid:

              <TABLE>
              <CAPTION>
                                  CAGR   =>   Payout %
                                  ----        --------
                                  <S>         <C>
                                   ____%         100%
                                   ____           75
                                   ____           50
                                   ____           25
                                   ____          -0-
              </TABLE>

     o    The amount of the incentive pool funded may be reduced by the
          Committee in order to more accurately reflect the Company's total
          performance. In determining the amount, if any, by which the incentive
          pool will be reduced, the Committee may consider measures such as the
          following:

<TABLE>
<CAPTION>
     --------------------------------------
     Factor            Guideline
     --------------------------------------
<S>                    <C>
     Rating Agencies   [guideline redacted]
     --------------------------------------
     Regulatory        [guideline redacted]
     --------------------------------------
     Capitalization    [guideline redacted]
     --------------------------------------
     Governance        [guideline redacted]
     --------------------------------------
</TABLE>

     o    Failure to meet the guideline for any one of the above factors may in
          the Committee's discretion result in a 20% reduction, up to a total
          reduction of 80%, of the incentive pool.

o    Determination of Individual Participant's Earned Award. The objective of
     the LTIP is to deliver a total annual award up to 75% of the maximum bonus
     potential for each individual Participant under his/her respective annual
     bonus plan for the Performance Period (MIP or FirstPower). The incentive
     pool available will be determined based on the applicable performance
     criteria outlined above. Each Participant's maximum Earned Award will be
     calculated as follows:

[Standard version formula]

     o    Annual LTIP Value = Eligible Base Salary times Annual Bonus Plan
          Maximum Potential times 0.75

[Formula applicable to executives whose bonuses are based on a measure of
business unit earnings:]

     o    Annual LTIP Value = Eligible Base Salary times 0.75


                                       14




<PAGE>


     The Annual LTIP Value will be determined for each calendar year during the
     Performance Period. At the end of the Performance Period, the maximum
     Earned Award will be determined as follows:

     o    Maximum Earned Award = (2003 Annual LTIP Value + 2004 Annual LTIP
          Value + 2005 Annual LTIP Value) times (percentage of incentive pool
          funded as described above).

     o    Notwithstanding anything to the contrary herein, the Committee may in
          its discretion choose to award a Participant less than his/her maximum
          Earned Award as calculated above, taking into account such factors as
          it may deem relevant, including but not limited to the Participant's
          achievement of his/her bonus objectives under his/her applicable
          annual bonus plan.


                                       15


</TEXT>
</DOCUMENT>
