FIRST HORIZON NATIONAL CORPORATION
(As Amended and Restated January 18, 2005)
Acting pursuant to Tennessee Code Annotated Section 48-18-206, Article 11(b)(8) of the Corporation's restated charter, as amended, and Section 3.5 of the Corporation's bylaws, as amended, the Board of Directors of First Horizon National Corporation hereby creates the Executive Committee (the "Committee") of the Board of Directors, which shall serve as an executive committee and as a credit policy committee for the Corporation, with such specific authority as is herein provided.
Qualifications of Committee Members
The Committee shall consist of at least three members appointed annually by a majority of the entire Board. A majority of the members must be outside directors of the Corporation.
Operation of the Committee
Meetings shall be held in accordance with the schedule adopted by the Board of Directors for the Committee prior to the beginning of each calendar year unless the Chairman determines that a meeting is not necessary, and meetings may be called at any time by the Committee Chairman or by any two members of the Committee upon written or oral notice to a majority of the Committee prior to the meeting. A quorum shall consist of a majority of the members, but inside directors cannot constitute a majority of the quorum, and the vote of the majority of the members present at a meeting at which a quorum is present shall be the act of the Committee. Proceedings of the Committee over the signature of a member in attendance shall be recorded in a minute book and reflect the names of those in attendance. The Chairman of the Committee, or acting Chairperson of the meeting, will present a report of the Committee activities to the full Board of Directors at its next regularly scheduled meeting, or sooner, if the Chairman decides such a report is necessary or appropriate. The Secretary of the Board will permanently maintain the minutes of Committee meetings. Meetings may be held jointly with a similar Committee of First Tennessee Bank National Association.
Duties of the Committee
As an executive committee, for matters other than credit policy matters, the Committee is hereby authorized and empowered to exercise all authority of the Board of Directors, except that the Committee shall not (unless authorized by resolution adopted by a majority of the entire Board of Directors):
1. Authorize distributions (which includes dividend declarations), except according to a formula or method prescribed by the Board;
2. Fill vacancies on the Board or on any of its committees;
3. Adopt, amend or repeal bylaws;
4. Authorize or approve reacquisitions of shares, except according to a formula or method prescribed by the Board; or
5. Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the Board may authorize the Committee to do so within limits specifically prescribed by the Board.
6. Approve the acquisition of control of any business as to which the purchase price exceeds $100 million.
7. Approve the divestiture of any business, segment or subsidiary of the Corporation which would be required to be approved under this policy if the transaction were an acquisition instead of a divestiture.
8. Approve the entry into a definitive agreement not in the ordinary course of business under which the transaction amount (the total of all payments required to be made by the Corporation or to the Corporation, as the case may be) exceeds $100 million; provided that for direct financial obligations, the transaction amount shall consist of principal payments and that portion of interest payments, if any, that exceeds market rates; and provided further that the Committee shall determine if any portion of the interest payments exceeds market rates, and such determination by the Committee shall be final and binding.
As a credit policy committee, the Committee is hereby authorized and directed to monitor the quality, liquidity, and concentrations of credit extended by the Corporation and by its affiliates and to establish such credit policy and controls as may be deemed necessary for the preservation of a sound loan portfolio consistent with overall corporate objectives. Notwithstanding anything herein to the contrary, the Committee is not authorized to act in place of the Board of Directors with respect to any matter specifically required by credit policy to be acted upon by the Board of Directors.
[Reflects 4/20/04 holding company name change.]