8-K

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 14, 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):

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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On February 14, 2006, the Compensation Committee of the Board of Directors of the registrant took certain actions which resulted in the grant, creation, or supplement of the following compensatory agreements or arrangements with executive officers of the registrant who are expected to be named in the executive compensation disclosures of the registrant’s 2006 proxy statement (“2005 Named Executive Officers”):

Performance Accelerated Restricted Stock Award Program (PARSAP)

The Committee established performance criteria for the 2006-2008 performance period related to the PARSAP awards granted in 2005. The primary criterion, established at the beginning of each three-year performance period, is the registrant’s total shareholder return (TSR) ranking in a Top 30 bank peer group after three years, and the registrant’s TSR must be a positive number. If the primary criterion is not met, the award will vest on an accelerated basis only if the registrant’s operating earnings per share (EPS) growth rate and average operating return on equity (ROE) rankings within the Top 30 peer group exceed pre-established thresholds, and TSR is a positive number. The “Top 30” bank peer group consists of the top 30 bank holding companies in the U.S. based on asset size as reported in The American Banker.

Long-Term Incentive Program (LTIP) Awards

Acting under authority delegated to it under the 2003 Equity Compensation Plan (which was shareholder-approved), the Committee determined that the performance criteria for the 2003-2005 LTIP awards were not met. Accordingly, no payout will be made in connection with those awards.

Performance Share Unit (PSU) Award Related to Promotion

Acting under authority delegated to it under the 2003 Equity Compensation Plan (which was shareholder-approved), the Committee granted 25,000 PSUs to Gerald L. Baker in recognition of his recent promotion to Chief Operating Officer of the registrant. The PSUs will be earned based on the registrant’s achievement of goals established for executives generally by the Compensation Committee under the registrant’s 2002 Management Incentive Plan for the years 2006, 2007, and 2008. Mr. Baker’s PSUs are scheduled to vest in 2009, and are payable (to the extent earned) at vesting only in cash based on the market value of the registrant’s common stock at that time.

Salary and Annual Bonus Actions

The Committee approved salaries for the executive officers of the Company related to the year 2006. Annualized salary rates for 2006 for the 2005 Named Executive Officers are: J. Kenneth Glass ($944,000), Gerald L. Baker ($700,000), Charles G. Burkett ($675,000), Jim L. Hughes ($623,000), and Larry Martin ($482,000). Salaries generally were increased 3% over 2005, in line with the average increase for other employees for 2006, other than for Mr. Baker and Mr. Burkett in recognition of the changes in 2006 of their responsibilities. Salary rates approved at this time are effective for the remainder of the year. The new salary rates generally are not retroactive to the beginning of the year, except for Mr. Baker and Mr. Burkett due to their promotions in late 2005.

The Committee approved annual cash bonuses for the executive officers of the Company for 2005 under the shareholder-approved 2002 Management Incentive Plan (MIP). The 2005 cash bonuses approved for the 2005 Named Executive Officers are: J. Kenneth Glass ($319,000), Gerald L.

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Baker ($2,394,000), Charles G. Burkett ($995,000), Jim L. Hughes ($3,395,000), and Larry Martin ($710,000).

The Committee established target payouts and performance criteria for 2006 annual cash bonuses under the MIP. For the 2005 Named Executive Officers other than the line business unit heads (Charles G. Burkett, Jim L. Hughes, and Larry Martin), target bonuses were established ranging from 115% to 125% of base salary, and maximum bonuses are 150% of target. The primary criterion for determining final bonuses will be earnings per share growth for 2006. For the line business unit heads, bonuses were established as a percentage of a measure of applicable business unit pretax income, with a portion of the resulting business unit bonus amount subject to adjustment based on corporate earnings per share growth. The arrangement for Mr. Hughes is in accordance with his existing arrangement.

ITEM 9.01. Financial Statements and Exhibits

(d)     Exhibits

          The following management contract or compensatory plan exhibits are filed herewith:

Exhibit #	Description
10.5(i)	Form of Promotional Performance Share Unit grant notice to Mr. Baker.
10.6(b)	Description of target payouts and performance criteria approved for 2006 annual cash bonuses to 2005 Named Executive Officers under the 2002 Management Incentive Plan.
10.14	Description of 2006 salaries approved for 2005 Named Executive Officers.

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 will be filed as exhibits to the registrant’s quarterly report on Form 10-Q applicable to the first quarter of 2006, unless filed with an earlier report and except for exhibits filed with this Report.

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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: February 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(i)	Form of Promotional Performance Share Unit grant notice to Mr. Baker.
10.6(b)	Description of target payouts and performance criteria approved for 2006 annual cash bonuses to 2005 Named Executive Officers under the 2002 Management Incentive Plan.
10.14	Description of 2006 salaries approved for 2005 Named Executive Officers.

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EXHIBIT 10.5(i)

[Form of PSU Documentation for Special Promotion Award]

NOTICE OF
2006 PROMOTION AWARD
UNDER 2003 EQUITY COMPENSATION PLAN

1.0	OBJECTIVE:
	The purpose of the Promotion Award (“Award”) pursuant to Section 8 of the First Horizon National Corporation’s 2003 Equity Compensation Plan (the “Plan”) is to provide recognition for new responsibilities in the role of COO and provide motivation to achieve the Company’s strategic objectives and ensure incentive rewards and performance are linked to shareholder value.
2.0	PERFORMANCE PERIOD:
	The performance period for the award will be the Company’s fiscal years beginning January 1, 2006 and ending December 31, 2008
3.0	AWARD:
	The promotion award will be granted effective February 14, 2006 in 25,000 Performance Share Units.
4.0	DETERMINATION OF INDIVIDUAL PARTICIPANT’S EARNED AWARD AND PAYMENT OF AWARD:
	The 25,000 units will vest in 2009 based on the average percentage earned under the MIP corporate matrix grid for 2006, 2007 and 2008 with the final award capped at 100%. Vested units will be paid in cash based on the fair market value of each stock unit on the date of vesting. Each stock unit will equal the value of FHN common stock.
5.0	FAIR MARKET VALUE OF SHARES
	The Fair Market Value of each share of common stock 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 purported 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.
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 Promotion 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 Award.
7.0	EFFECT ON EMPLOYMENT:
	Nothing contained in the Award 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.
8.0	AMENDMENT:
	The Award may not be amended except with the consent of the Committee.
9.0	WITHHOLDING:
	The Company shall have the right to withhold from vested Units due to the Participant an amount sufficient to satisfy any federal, state or local withholding tax requirements prior to distribution of cash to the Participant.

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EXHIBIT 10.6(b)

DESCRIPTION OF TARGET PAYOUTS AND PERFORMANCE CRITERIA
FOR 2006 ANNUAL CASH BONUSES FOR
2005 NAMED EXECUTIVE OFFICERS

On February 14, 2006, the Compensation Committee of the Board of Directors established target payouts and performance criteria for 2006 annual cash bonuses under the registrant’s 2002 Management Incentive Plan. For the executive officers of the registrant who are expected to be named in the executive compensation disclosures of the registrant’s 2006 proxy statement (“2005 Named Executive Officers”) other than the line business unit heads (Charles G. Burkett, Jim L. Hughes, and Larry Martin), target bonuses were established ranging from 115% to 125% of base salary, and maximum bonuses are 150% of target. The primary criterion for determining final bonuses will be earnings per share growth for 2006. For the line business unit heads, bonuses were established as a percentage of a measure of applicable business unit pretax income, with a portion of the resulting business unit bonus amount subject to adjustment based on corporate earnings per share growth. The arrangement for Mr. Hughes is in accordance with his existing arrangement.

EX-10

EXHIBIT 10.14

DESCRIPTION OF 2006 SALARIES FOR
2005 NAMED EXECUTIVE OFFICERS

On February 14, 2006, the registrant’s Compensation Committee of the Board of Directors approved salaries for the executive officers of the Company related to the year 2006. Annualized salary rates for 2006 for the executive officers of the registrant who are expected to be named in the executive compensation disclosures of the registrant’s 2006 proxy statement (“2005 Named Executive Officers”) are: J. Kenneth Glass ($944,000), Gerald L. Baker ($700,000), Charles G. Burkett ($675,000), Jim L. Hughes ($623,000), and Larry Martin ($482,000). Salaries generally were increased 3% over 2005, in line with the average increase for other employees for 2006, other than for Mr. Baker and Mr. Burkett in recognition of the changes in 2006 of their responsibilities. Salary rates approved at that time are effective for the remainder of the year. The new salary rates generally are not retroactive to the beginning of the year, except for Mr. Baker and Mr. Burkett due to their promotions in late 2005.