8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) – December 19, 2006

FIRST HORIZON NATIONAL CORPORATION
(Exact Name of Registrant as Specified in Charter)

TENNESSEE	001-15185	62-0803242
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

165 MADISON AVENUE
MEMPHIS, TENNESSEE	38103
(Address of Principal Executive Office)	(Zip Code)

Registrant's telephone number, including area code - (901) 523-4444

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[__]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[__]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[__]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[__]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02.   DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(e)      On December 19, 2006, the Compensation Committee of the Board of Directors of the registrant modified certain benefits provided to one or more executive officers named in the registrant’s most recent prior proxy statement (“named executive officers”). Specifically, effective immediately, the registrant no longer will make partial or full tax reimbursement payments with respect to the following benefits:

1)	Automobile allowance paid to certain executive officers and others up to a limit.
2)	The registrant’s disability insurance program generally is available to employees. Persons above a certain grade level, including executive officers, are paid an amount each year intended to reimburse premiums associated with the program.
3)	The registrant occasionally allows certain employees, including executive officers, or their spouses to travel for personal purposes in company aircraft on trips that occur for business reasons. Such cases typically result in no additional costs for the registrant, since the seat filled would have otherwise been empty, but do result in the recognition of taxable income for the employee involved.
4)	On occasion spouses of certain employees, including executive officers, are asked by the registrant, for business reasons, to accompany the employee on a business trip or function. In those cases the registrant may pay the travel, accommodation, and other expenses of the spouse incidental to the trip or function, some or all of which can result in taxable income for the employee.

In the past, the registrant made tax reimbursement payments with respect to a given year at the end of that year. Accordingly, the Committee’s actions will result in no tax reimbursement payments being made with respect to the foregoing benefits for 2006.

ITEM 8.01.      OTHER EVENTS

On December 19, 2006, the Board of Directors of the registrant took certain actions which resulted in the rescission of certain actions taken at its meeting of October 18, 2006 (previously reported on Form 8-K) that affected outstanding compensatory awards with certain non-employee directors of the registrant, and that modified the “Compensation” section of the registrant’s Director Policy in conformity with the rescission.

Specifically, the Board rescinded its cancellation of all outstanding shares of unvested restricted stock that were held by non-employee directors and that were to vest after 2007. In order to accommodate the continuation of those unvested restricted shares, the restricted stock unit (“RSU”) grants that were to commence in 2007 on an across-the-board basis instead will be phased in for each director on a pro-rata basis as his or her old restricted shares vest. The following examples illustrate the phase-in process for two hypothetical directors who are assumed to serve in office through all relevant dates:

a)	Mr. Smith’s outstanding restricted shares will vest 800 shares per year through 2009, after which he will have no other unvested restricted shares. Mr. Smith’s first RSU grant will be in April 2009, scheduled to vest in February 2010.
b)	Ms. Jones’ outstanding restricted shares will vest 800 shares per year through 2008. In 2009 through 2011, additional outstanding restricted shares will vest 200 shares per year. After the

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2011 vesting she will have no other unvested restricted shares. Ms. Jones’ first RSU grant will be in April 2008 and will be 75% of a full annual grant, scheduled to vest in February 2009. She will receive additional 75% RSU grants in each of 2009 and 2010. She will receive her first full RSU grant in April 2011, scheduled to vest in February 2012.

As a result, in 2007 all existing non-employee directors who fulfill the vesting requirements will have 800 restricted shares vest. After 2007, each such director will have one of the following occur each year: 800 restricted shares will vest; or, a full grant of RSUs will vest; or, a combination of restricted shares (less than 800) and RSUs (less than 100%) will vest.

Directors will be paid no more or less as a result of the rescission than they would have received had the Board approved a phase-in process to the RSU program in October. The rescission was made in order to avoid unintended adverse consequences for the registrant.

The foregoing actions affect only non-employee directors of the registrant. The registrant’s Chairman of the Board and Chief Executive Officer does not receive any compensation affected by any of the actions described above.

The Board amended the “Compensation” section of the registrant’s Director Policy to conform to the foregoing actions. A copy of that section is filed herewith as an exhibit.

ITEM 9.01.      Financial Statements and Exhibits

(d)      Exhibits

          The following exhibits are filed herewith:

Exhibit #	Description
10.5(n)**	Sections of Director Policy pertaining to compensation and retirement.
10.15 **	List of Certain Benefits Available to Certain Executive Officers

** Management contract or compensatory arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FIRST HORIZON NATIONAL CORPORATION
Date: December 21, 2006	By: /s/ Marlin L. Mosby III
	Name: Marlin L. Mosby III
	Title: Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit #	Description
10.5(n)**	Sections of Director Policy pertaining to compensation and retirement.
10.15 **	List of Certain Benefits Available to Certain Executive Officers

** Management contract or compensatory arrangement.

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EX-10.5(N)

EXHIBIT 10.5(n)

SECTIONS OF DIRECTOR POLICY
PERTAINING TO COMPENSATION AND RETIREMENT

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

						Daily Audit		Daily Attendance
				Daily Board		Committee		Fee—All Other
		Annual Retainer		Attendance Fee		Attendance Fee		Committees
FHNC and	$	45,000	$	2,000	$	2,000	$	1,500
FTB (jointly)
Chairman,						$5,000 (inclusive
Audit						of attendance fees)
Committee
Chairman,								$4,000 (inclusive
Compensation								of attendance fees)
Committee
Chairman,								$4,000 (inclusive
Nominating								of attendance fees)
and Corporate
Governance
Committee
Chairman,								$4,000 (inclusive
Trust								of attendance fees)
Committee

          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 Horizon National Corporation Non-Qualified Deferred Compensation Plan or any other duly adopted deferral plan, now existing or hereafter approved.

EX-1

          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 the first trading-day session that follows the release of quarterly earnings for the first quarter; will vest on the second Monday in February following the grant; will be paid at vesting in shares of the Company’s common stock only; will earn dividend equivalents that will cumulate and be paid in cash at vesting; and will carry no voting or other rights associated with actual stock. When vesting occurs, shares will be delivered reasonably promptly thereafter but in no event later than March 14 following the vesting date. If a director leaves the Board before vesting, the RSUs will be forfeited unless the departure is due to death, disability, retirement, or change in control. The number of director RSUs to be granted for any full-year grant will be determined by dividing $45,000 by the fair market value of the Company’s common stock on the grant date. Beginning in 2007, RSU grants will be phased in for each director on a pro-rata basis as his or her outstanding restricted shares vest. As a result of the phase-in, each director will have one of the following occur each year: 800 restricted shares will vest; or, a full grant of RSUs will vest; or, a combination of restricted shares (less than 800) and RSUs (less than 100%) will vest. If a new non-employee director joins the Board other than at an annual meeting, he or she would be granted RSUs pro-rated for the number of quarters remaining until the next annual shareholder meeting, starting with that quarter in which the new director is appointed. For example, a new non-employee director appointed in October would receive two-fourths of the usual annual number of RSUs, granted in October one full business day following the registrant’s earnings release and vesting the following year in February.

          For purposes of non-employee director equity-based awards: “disability” means total and permanent disability; “retirement” means any termination, not caused by death or disability, after the attainment of age 65 or ten years of service as a director of the Company; and, “fair market value” and “change in control” have the meanings given in the plan under which the award was granted.

          The foregoing equity-based awards are to be made automatically without further action by the Board. However, in a particular case or circumstance, the Board may change or make specific exceptions to any equity award otherwise called for above. Directors may receive such other awards under the Company’s 2003 Equity Compensation Plan, or any duly adopted successor plan, as may be approved by the Board. Perquisites and other benefits for non-employee directors are to be provided or paid as approved by the Board.

          Inside directors will receive no compensation for board or committee membership, committee chairmanship or attendance.

Retirement

          Directors of FHNC or FTB shall be retired from the Board of Directors in accordance with the applicable provisions of the Bylaws of FHNC or FTB as in effect on the date hereof and as they may be amended from time to time.

EX-2

II.      IMPLEMENTATION OF POLICY

          This policy shall be implemented by the Chairman of the Board in cooperation with the Nominating and Corporate Governance Committee of the Board of Directors of FHNC and FTB. The Chairman of the Board may adopt appropriate interpretations and procedures to assist in implementation of this Policy.

III.     DELEGATION OF AUTHORITY

          The Chairman of the Board is delegated the authority to make exceptions to any provision of this policy except the provisions dealing with compensation and retirement. The Nominating and Corporate Governance Committee is delegated the authority to make exceptions to any provision of this policy except the provision dealing with retirement. Any exception to this policy shall be reported to the Board at its next regularly scheduled meeting.

EX-3

EX-10.15

EXHIBIT 10.15

LIST OF CERTAIN BENEFITS
AVAILABLE TO CERTAIN EXECUTIVE OFFICERS

The following benefits are available to some or all executive officers (among other persons), but not to all full-time employees of the registrant.

1)	If the Board has authorized a stock repurchase program, an executive may request the repurchase of shares of the registrant at the day’s volume-weighted average price with no payment of any fees or commissions if the repurchase of the shares is otherwise permissible under the authorized program.
2)	An automobile allowance is paid to certain executive officers and others up to a limit. The limit applicable to the CEO for 2006 was $19,150 annually. Certain maintenance and repair expenses associated with automobiles covered by the allowance are reimbursed by the registrant.
3)	Employees above a certain grade level, including executive officers, who are members of a country club or other social organization and who use the club in part for business purposes may request payment of 50% of the annual dues associated with the club.
4)	The registrant’s disability insurance program generally is available to employees. Persons above a certain grade level, including executive officers, are paid an amount each year intended to reimburse premiums associated with the program.
5)	The registrant makes available or pays for tax preparation, tax consulting, estate planning, and financial counseling services for executive officers.
6)	The registrant occasionally allows certain employees, including executive officers, or their spouses to travel for personal purposes in company aircraft on trips that occur for business reasons. Such cases typically result in no additional costs for the registrant, since the seat filled would have otherwise been empty, but do result in the recognition of taxable income for the employee involved.
7)	On occasion spouses of certain employees, including executive officers, are asked by the registrant, for business reasons, to accompany the employee on a business trip or function. In those cases the registrant may pay the travel, accommodation, and other expenses of the spouse incidental to the trip or function, some or all of which can result in taxable income for the employee.
8)	The registrant provides a relocation benefit to a wide range of employees, including executive officers, under varying circumstances and subject to certain constraints. The benefit may be in the form of an allowance or a reimbursement of actual expenses.
9)	The registrant offers certain health club benefits to a wide range of employees, including executive officers.
10)	The registrant provides a cash allowance to certain employees, including executive officers, which is intended to defray expenses associated with goods and services purchased personally and used at least in part for business purposes (such as cell phone service).