8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

_______________________________________

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): February 25, 2008

First Horizon National Corporation
(Exact Name of Registrant as Specified in Charter)

TN	001-15185		62-0803242
(State or Other Jurisdiction	(Commission File Number)		(IRS Employer
of Incorporation)			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

(Former name or former address, if changed from last report)

_____________________________________________

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:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   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 February 25, 2008, the Compensation Committee of the Board of Directors of the company took certain actions which resulted in the grant, creation, or supplement of compensatory agreements or arrangements with executive officers of the registrant who are expected to be named in the executive compensation disclosures of the Corporation’s 2008 proxy statement (“2007 Named Executive Officers”). The 2007 Named Executive Officers are: Gerald L. Baker; D. Bryan Jordan; Charles G. Burkett; Mark A. Medford; Sarah L. Meyerrose; J. Kenneth Glass; Marlin L. Mosby, III; Elbert L. Thomas, Jr.; and John P. O’Connor. During 2007 Mr. Glass retired completely, Messrs Thomas and O’Connor retired from executive officer status in anticipation of a full retirement in 2008, and Mr. Mosby moved within the company and so ceased to be an executive officer within the Securities and Exchange Commission’s rules; those four persons are referred to in this Report as the “Former Executives.”

The matters discussed below include final determinations concerning previously-granted performance awards, the modification of a previously-agreed bonus payment, and the establishment of 2008 salaries.

Actions related to Bonus and Equity Awards having Performance Periods ending in 2007

Summary: The components of executive-level compensation dependent on corporate performance for 2007 or for periods ending in 2007, in nearly every case for nearly every 2007 Named Executive Officer, were determined to be substantially or entirely forfeited.

Details: The Committee made the following determinations regarding payment, retention, forfeiture, and vesting of the following awards granted in the past to the 2007 Named Executive Officers:

Details of Performance Award Actions Taken

Performance Award Type		Action Taken
1.	2007 annual cash bonus awards under the 2002 Management Incentive Plan (MIP)	1.	The Committee determined that the pre-established corporate performance criteria for 2007 were not met. 2007 bonus amounts therefore were determined to be zero for three of 2007 Named Executive Officers, including Mr. Baker, and were substantially below target for three others, as noted below.
2.	Long-term Incentive Program (LTIP) awards – 2005-2007 performance period	2.	The Committee determined that the pre-established performance criteria for the period 2005-2007 were not met. The LTIP awards granted in 2005 with that performance period therefore were determined to be 100% forfeited.
3.	PARSAP restricted shares granted in 2005 – acceleration of vesting	3.	The Committee determined that the pre-established performance criteria for the period 2005-2007 were not met. Vesting of the PARSAP awards granted with that performance period therefore was not accelerated.

Exceptions to total forfeiture:

1.      Bonus. As part of his hiring package, Mr. Jordan was guaranteed a bonus at the target level for 2007, his first year with the Corporation. Mr. Medford, a business unit head, achieved business

2

	unit results (in the Corporation’s capital markets unit) that warranted a 2007 cash bonus of $400,000; his bonus is based on a pool concept which has no formal target levels, but that actual bonus is significantly less than the 2007 bonus for which he was eligible based on the pool provided in the FTN Financial Bonus Plan. Mr. Thomas and Mr. O’Connor, each a 2007 Retiree, each received a 2007 bonus of $150,000; in each case the actual bonus was less than 50% of target. Mr. Mosby’s 2007 bonus was not paid under the MIP due to his move in the first half of the year; the MIP applies only to certain executives. Mr. Glass was not considered for a 2007 bonus due to his retirement early in the year.
2.	LTIPs. No exceptions.
3.	PARSAP. No exceptions.

The amounts forfeited as a result of the actions described above are summarized in the following table. Mr. Glass is not listed as he did not participate in 2007 performance awards; his earlier performance awards were forfeited upon retirement.

Amounts of 2007 Performance Compensation Paid and Forfeited

	Amount of	Amount of	LTIP Awards Forfeited
	2007 Actual	2007 Target	(2005-07 Performance Period)
	MIP Bonus	MIP Bonus	# of Units	Dollar Value of
Officer	Paid ($)	Forfeited ($)	Forfeited	Forfeited Units
Mr. Baker	- 0 -	1,000,000	31,805	593,799
Mr. Jordan	NA	NA	NA	NA
Mr. Burkett	- 0 -	524,000	31,805	593,799
Mr. Medford	400,000	NA	NA	NA
Ms. Meyerrose	- 0 -	470,000	19,346	361,190
Mr. Mosby	NA	NA	17,349	323,906
Mr. Thomas	150,000	290,000	21,712	405,363
Mr. O’Connor	150,000	225,000	18,453	344,518

The bonus amounts shown reflect target levels rather than the maximum possible bonus amounts, and show the degree to which the actual bonus amount was less than the target amount. Mr. Jordan’s bonus amount is shown as “NA” because his actual bonus was the minimum paid under his hiring arrangement. Mr. Medford’s target amount is “NA” because his MIP bonus is paid under a pool arrangement that has no set target; his maximum bonus under the MIP is $4 million. Mr. Mosby’s bonus amount is “NA” because, due to his move, his 2007 bonus was not paid under the MIP. The LTIP amounts for Messrs Jordan and Medford are “NA” because they did not receive LTIP awards in 2005.

The LTIP amounts shown in the table are the maximum amounts that would have been payable had the applicable performance criteria been met. The 2005 LTIP awards were denominated primarily in terms of a number of performance share units. Upon vesting, each unit would have represented the cash value of a share of common stock at that time. The dollar values for the 2005 LTIPs were calculated using $18.67 per share, the average of the high and low market values on February 25, 2008.

3

Mr. Jordan’s 2007 Bonus under his Hiring Arrangement

Mr. Jordan’s hiring arrangement provided that his cash annual bonus for 2007, his first year with the company, would not be less than 100% of target. His actual bonus for 2007 was the agreed target, $650,000. On February 25, 2008 the form of Mr. Jordan’s 2007 bonus was modified. A portion of that bonus will be paid in the form of options to purchase 50,000 shares at an exercise price of $25 per share. That price represents a premium of $6.33 per share over the average market price of the company’s stock on February 25, 2008, as noted above. The options are vested upon grant and have an expiration date seven years from grant, subject to possible early termination if Mr. Jordan’s employment with the company ends. For purposes of determining how the bonus would be apportioned, the Corporation valued the options at $81,000 using a Black-Scholes methodology. The remainder of that bonus, $569,000, will be paid in cash as originally agreed.

2008 Salaries

On February 25 the Committee established the following salaries for 2008 for the 2007 Named Executive Officers other than the Former Executives: Mr. Baker, $827,000; Mr. Jordan, $672,000; Mr. Burkett, $728,000; Mr. Medford, $642,000; and Ms. Meyerrose, $485,000. In each case the new salaries reflected an increase of about 3.4% over last year. A schedule showing the 2008 salaries for the 2007 Named Executive Officers is filed with this Report as Exhibit 10.7(r) .

ITEM 9.01.      Financial Statements and Exhibits

(d) Exhibits

Exhibit #	Description
*10.5(r)	Form of stock option grant notice used for special grant to Mr. Jordan in lieu of bonus
*10.7(r)	Description of salaries of the 2007 Named Executive Officers

* Denotes a management contract or compensatory plan or arrangement.

Pursuant to Instruction B.4. to Form 8-K and applicable regulations and releases, forms of documents and descriptions of arrangements related to the foregoing matters reported under Item 5.02 will be filed as exhibits not later than the registrant’s quarterly report on Form 10-Q applicable to the quarter ending March 31, 2008, except for exhibits filed with this Report. All summaries and descriptions of documents, and of amendments thereto, set forth above are qualified in their entirety by the documents themselves, whether filed as an exhibit hereto or filed as an exhibit to a later report.

*   *   *   *   *

4

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
	(Registrant)
Date: February 29, 2008	By: /s/ D. Bryan Jordan
	Executive Vice President and Chief Financial Officer

5

EXHIBIT INDEX

Exhibit 10.5(r) - Form of stock option grant notice used for special grant to Mr. Jordan in lieu of bonus

Exhibit 10.7(r) - Description of salaries of the 2007 Named Executive Officers

6

EX-10.5(R)

Exhibit 10.5(r)
[FHN LOGO]

NOTICE OF GRANT
_________________________________________________________________________________________

Stock Option

D. Bryan Jordan

You have been granted an option to purchase shares of First Horizon National Corporation common stock as follows:

DATE OF GRANT	--	February 25, 2008
GOVERNING PLAN	--	2003 Equity Compensation Plan
OPTION PRICE PER SHARE	--	$25.00
TOTAL NUMBER OF SHARES GRANTED	--	50,000
VESTING DATE OF SHARES	--	February 25, 2008
DATE OPTION EXPIRES	--	February 25, 2015

     This option is granted under the Governing Plan specified above, and is governed by the terms and conditions of that Plan and by policies, practices, and procedures (“Procedures”) of the Compensation Committee (that administers the Plan) that are in effect from time to time during the term of this option. This option is granted in lieu of a portion of your bonus for 2007 governed by the letter agreement under which you were hired effective May 1, 2007.

     This option is subject to possible early termination and forfeiture, even though vested, in accordance with the Plan and those Procedures and can result in a forfeiture of profit following exercise in certain circumstances as provided in the Plan (in particular, in Plan Section 6). As of the date of grant, those Procedures provide (among other things) that:

          (a) forfeiture generally will occur immediately upon termination of employment - you must remain continuously employed by FHNC or one of its subsidiaries through the close of business on the applicable exercise date;

          (b) however, if your termination of employment occurs because of your death, permanent disability, or

normal retirement (age 65 or later with at least 5 years of service), this option will remain outstanding and will terminate upon the earliest to occur of (i) the expiration date set forth above, (ii) the third anniversary of your termination of employment, or (iii) the occurrence of a forfeiture event other than termination of employment;

          (c) if your termination of employment occurs because of your early retirement (age 55 or later with at least 15 years of service), your options will continue to be exercisable as provided in clause (b) as if you had normally retired; and

          (d) if your employment is terminated by us involuntarily, this option will remain outstanding and will terminate upon the earliest to occur of (i) the expiration date set forth above, (ii) the 90^th day following your termination of employment, or (iii) the occurrence of a forfeiture event other than termination of employment.

     This option is nonqualified, so that your exercise of this option is taxable. Your withholding and other taxes will depend upon the extent to which our stock value exceeds the option price on your exercise date.

Questions about your stock option grant?

Important information concerning the Plan and this option award is contained in a prospectus. Copies of the current prospectus (including all applicable supplements) are delivered separately, and you may request a copy of the Governing Plan or prospectus at any time. If you have questions about your stock option grant or

need a copy of the Governing Plan, related prospectus, exercise forms, or current administrative procedures for equity awards, contact Ken Bottoms, Total Rewards Manager at (901) 523-5317. For all your personal stock option information, visit the My Stock Options website in the Managing Your Money section of FirstNet.

[Managing Your Money logo]

EX-10.7(R)

EXHIBIT 10.7(r)

DESCRIPTION OF 2008 SALARIES FOR
THE 2007 NAMED EXECUTIVE OFFICERS

Annualized salary rates for 2008 for the executive officers of the Corporation who are named in the executive compensation disclosures of the Corporation’s 2008 proxy statement in relation to fiscal year 2007 (“2007 Named Executive Officers”) are:

Gerald L. Baker	$827,000
D. Bryan Jordan	$672,000
Charles G. Burkett	$728,000
Mark A. Medford	$642,000
Sarah L. Meyerrose	$485,000

Salary rates were approved by the Compensation Committee of the Board of Directors at its meeting on February 25, 2008, effective in late April 2008. Executive salaries generally were increased approximately 3.4% over 2007, in line with the average increase for other employees for 2008. Salary rates continue in effect until they are changed, and are not retroactive to the beginning of the year.

Mr. Marlin L. Mosby, III is paid a salary and receives a draw against variable compensation. At February 25, 2008 his annualized salary rate is $353,000 and his annualized non-refundable draw is $147,000.

Of the three other 2007 Named Executive Officers: (a) J. Kenneth Glass retired in 2007 and will receive no salary for 2008 from the Corporation; (b) Elbert L. Thomas, Jr. is expected to fully retire as an employee on February 29, 2008 and his annualized salary rate until retirement is $440,000; and (c) John P. O’Connor is expected to fully retire as an employee during 2008 and his annualized salary rate until retirement is $375,000.