8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): August 12, 2008

First Horizon National Corporation

(Exact Name of Registrant as Specified in its Charter)

TN	001-15185	62-0803242
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

165 Madison Avenue Memphis, TN	38103
(Address of Principal Executive Offices)	(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) Compensation Actions Related to Named Executive Officer

In its Current Report on Form 8-K dated July 24, 2008, the company announced that Sarah L. Meyerrose, President – Emerging National Businesses, will be leaving the company. Ms. Meyerrose was an executive officer named as such in the company’s 2008 proxy statement. In connection with her departure, on August 12, 2008 the company entered into a Separation Agreement with Ms. Meyerrose pursuant to authorization by the Board’s Compensation Committee, subject to a statutory rescission period. Key features of the Agreement are:

1. Her last day of employment will be December 31, 2008.

 

2. A cash separation benefit will be paid in the total amount of $485,000 (equal to one year of salary).

 

3. Outstanding non-performance restricted stock will vest when her employment ends in proportion to the portion of the respective vesting periods worked; the remaining shares will forfeit. A total of 15,654 shares will vest, and a total of 7,867 shares will forfeit. Absent this action, all restricted shares would have forfeited. In addition, 12,250 unvested performance restricted shares granted in 2008 and a total of 53,273 unvested stock options granted in recent years will be forfeited when her employment ends, all in accordance with the terms of those awards.

 

4. For purposes of the company’s Directors and Executives Deferred Compensation Plan (“D&E Plan”), Ms. Meyerrose’s departure will not result in a forfeiture of her account balance, and payments under that Plan will begin after she reaches age 65. The D&E Plan has not accepted new deferrals since 1995, but certain officers have old accounts, including Ms. Meyerrose. Under the D&E Plan, early departure (before age 65) would have subjected her to the risk of a recalculation of her account balance in such a way that the balance could have been reduced to zero. Ms. Meyerrose currently is age 52. Under the Separation Agreement, as authorized by the Plan, the company will not recalculate Ms. Meyerrose’s account as a result of her departure. Ms. Meyerrose’s account balance at January 1, 2008 was $38,104. The D&E Plan currently pays ordinary interest on accounts at 13% per annum. Under the Plan, Ms. Meyerrose’s account is required to be distributed in monthly installments over a period of 15 years beginning after she reaches age 65.

 

5. Ms. Meyerrose’s non-qualified pension restoration plan benefit will be paid in a lump sum rather than forfeited. The value of that benefit is estimated to be approximately $457,000. Five years of the pre-retirement age discount normally applicable to pension restoration plan benefits will be waived by the company. The value of that waiver is estimated to be approximately $277,000.

 

6. Ms. Meyerrose’s annual cash bonus opportunity for 2008 under the company’s shareholder-approved 2002 Management Incentive Plan will be reduced in proportion to the portion of 2008 that she served in an executive capacity. Her bonus will continue to be dependent upon achievement of applicable 2008 performance goals, as well as further considerations by the Compensation Committee under that Plan.

 

7. Ms. Meyerrose will be eligible for outplacement services paid by the company for up to 12 months.

 

8. The Agreement includes a waiver of any rights Ms. Meyerrose may have under any applicable change in control severance agreement, a standard legal release of the company, a confidentiality covenant, and other standard covenants.

 

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits
		The following exhibit is filed herewith:

 

Exhibit # Description

   

10.1 Conformed copy of Separation Agreement with Sarah L. Meyerrose dated August 12, 2008

 

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.

In the Agreement referred to in Item 5.02, each party makes representations and warranties to the other party. Those representations and warranties are made only to and for the benefit of the other party in the context of a business agreement. Exceptions to such representations and warranties may be partially or fully waived by such party, or not enforced by such party, in its or her discretion. No such representation or warranty may be relied upon by any other person for any purpose.

* * * * *

SIGNATURE

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: August 14, 2008	By:	/s/ Clyde A. Billings, Jr.
		Senior Vice President, Assistant General Counsel, and Corporate Secretary

EXHIBIT INDEX

EX-10.1 Conformed copy of Separation Agreement with Sarah L. Meyerrose dated August 12, 2008

EX-10.1

Exhibit 10.1

SARAH MEYERROSE

SEPARATION AGREEMENT

This Agreement is made by and between Sarah Meyerrose ("Ms. Meyerrose” or "you") and First Horizon National Corporation, its predecessors, successors, assigns, subsidiaries, parents, affiliates, and their respective directors, officers, employees and agents, attorneys and representatives, both past, present, or future ("the Company"). This arrangement is offered in recognition of your years of service with the Company and is accompanied with the Company's hope that it will assist you during the transition period that follows.

You acknowledge that you have had more than 21 days to evaluate this Agreement. After signing this Agreement, you have seven days during which you may revoke your decision.

The elements of the Agreement are these:

1. Agreement:

Your signature at the conclusion of this document represents your knowing and voluntary acceptance of this Agreement. You acknowledge that you have not been pressured in any way to sign this Agreement and that you have executed it of your own free will. This Agreement should be returned to Kenneth Bottoms, 300 Court Avenue, Sixth Floor, Memphis, Tennessee 38103, after you have fully executed it. By its execution of this Agreement, the Company acknowledges and confirms that the appropriate committee of its Board of Directors or other administrative body has approved the terms. Your responsibilities will end on July 31, 2008 and your full time employment will end on December 31, 2008 to provide for an orderly transition. Nothing herein (including Section 2(iii) below) shall be considered in a manner which adversely affects any benefits, or the amount thereof, to which you are or may otherwise be entitled under applicable plans.

2. Consideration:

In consideration of your release as set forth below and your termination on December 31, 2008, the Company will provide you with the following. You acknowledge that you are not otherwise entitled to the consideration listed in this Section. In the event of your death prior to the payment of any of the amounts set forth in this Section, your entitlement to such consideration will not be adversely affected and any payments for which a beneficiary has not already been designated will be paid to your estate.

(i) Separation Pay

The Company will pay you one year’s salary, or $485,000, less those social security and federal income tax withholding deductions required by law, no later than December 31, 2008.

(ii) Pension benefit payment

The Company agrees to pay you, in addition to your benefits provided for in the Company’s (qualified) Pension Plan, a payment in the form of a non-qualified lump sum pension benefit of $734,000 less taxes which replaces your forfeited benefit under the Company’s Amended and Restated Pension Restoration Plan and adds five (5) years to your age for the purpose of calculating your non-qualified pension benefit. This benefit will be paid in a lump sum, and to comply with Internal Revenue Code Section 409A, will be delayed six (6) months after your termination date (i.e., payment will be made on the first pay date after June 30, 2009. The first payment of your benefits under the Company’s Pension Plan will be made in accordance with the provisions of the Company’s Pension Plan, based upon your election with respect to the receipt of benefits thereunder.

(iii) Restricted Stock  

15,654 shares of restricted stock will vest on your termination date of December 31, 2008. This represents a pro-rata portion of your outstanding restricted shares. Shares will be withheld for taxes to the extent allowed by plan provisions.

(iv) Director and Executive Deferred Compensation Plan

The interest applicable to your account under this Plan will not be re-calculated retroactively as a consequence of your early termination of employment and your retirement benefits under the Plan will commence on January 31 following attainment of age 65. This is a one-time waiver of the re-calculation provision of the Plan; this waiver does not waive the re-calculation provision contained in the Plan in respect of any other act or event occurring at any time, and does not modify the Plan in any respect.

(v) Outplacement

 

You will be eligible for executive outplacement assistance for up to one year from the date of this Agreement in a facility provided by a national outplacement firm.

(vi) Bonus

 

You will be eligible for a pro-rata portion of your 2008 bonus in March 2009, on the same basis as other executive officers.

3. Confidentiality and Non-Disclosure:

In order to protect the legitimate interests of the Company, and its subsidiaries, you agree that you will not disclose to others at any time in the future, whether directly or indirectly, any information relating to the Company's business plans or other

confidential business information and/or trade secrets of the Company which you received or to which you were given access during your employment with the Company; provided, however, the obligations set forth in this sentence will expire on December 31, 2010. If such information is required to be produced by law, court order or governmental authority, you must promptly notify the Company of that obligation. You may not produce or disclose any such information until the Company has (a) requested protection from the court or other legal or governmental authority issuing the process and the request has been denied or pending action on the request you subsequently have been ordered to produce or disclose such information, (b) consented in writing to such production or disclosure, or (c) taken no action to protect its interest within ten (10) business days (or such shorter period required by order of a court or other legal or governmental authority) after receipt of your notice.

If any part of this Agreement is knowingly violated by you in any material respect, then you will be responsible for repayment of all sums paid to you pursuant to paragraph 2 of this agreement, in addition to all enforcement costs including, but not limited to reasonable attorney's fees.

4. Release and Waiver:

In consideration for the payments and benefits described in paragraph 2 above, and other good and valuable consideration, the receipt of which you acknowledge by your signature in the space provided below, but subject to the provisions of paragraph 6 of the Agreement, you do, for yourself, your heirs, personal representatives, agents and assigns, fully, absolutely, and unconditionally release, acquit and forever discharge the Company, and any and all of its predecessors, successors, assigns, subsidiaries, parents, affiliates, and their respective directors, officers, employees and agents, attorneys and representatives, both past, present, or future, from any and all claims, losses, demands, liabilities, causes of action, fees (including attorney's fees), compensation, back pay and/or front pay, employment or re-employment and any other benefits, obligation or liability of any kind, known or unknown, whether heretofore asserted or unasserted, including but not limited to all causes of action arising out of or in any way related to your employment by the Company, or your separation, whether arising out of or related to Title VII of the Civil Rights Act of 1964, as amended ("Title VII"); the Civil Rights Act of 1991; the Sarbanes-Oxley Act; the Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act of 1967, as amended, (the "ADEA"), the Family and Medical Leave Act ("FMLA"), the Fair Labor Standards Act ("FLSA"), the Tennessee Human Rights Act, Tennessee Code Annotated section 4-21-101 et seq, and Tennessee Code Annotated 8-50-103 (Employment of the Handicapped), and any other federal or state, local, or city statute, code, ordinance, rule, regulation, or common law governing, controlling or otherwise dealing with employment, employment discrimination or equal employment opportunity, unemployment compensation, employment termination, or otherwise all causes of action occurring from the beginning of time to the date of this Agreement.

Notwithstanding the foregoing or anything to the contrary contained in this Agreement, nothing herein is intended to affect any obligation the Company may have

to indemnify you, hold you harmless or advance to you or pay expenses in accordance with the Company’s Bylaws or any individual indemnity agreement in place at the time of this Agreement, and it is agreed that nothing in this Agreement will be construed as a waiver by you of any such rights.

5. Acknowledgment of OWBPA Compliance:

Because this Agreement includes a release and waiver as to claims under the Age Discrimination in Employment Act, your signature below acknowledges that it complies with the Older Workers Benefit Protection Act ("OWBPA") of 1990 and further acknowledges that you confirm, understand and agree to the terms and conditions of this Agreement; that these terms are written in lay persons terms, and that you have been fully advised of your right to seek the advice of an attorney, as well as tax advisors to review this Agreement. You acknowledge receiving not less than twenty one (21) calendar days in which to consider this Agreement to ensure that your execution of this Agreement is knowing and voluntary. In signing below, you expressly acknowledge that you have been afforded at least twenty-one (21) days to consider this Agreement and that your execution of same is with full knowledge of the consequences thereof and is of your own free will. By signing on the date below, if less than twenty-one (21) days, you voluntarily elect to forgo waiting twenty-one (21) full days. You agree that any change, material or immaterial, to the terms of this Agreement does not restart the running of the twenty-one (21) day period.

6. Other Benefits:

Your right to benefits under all other plans of the Company is not affected by your signature to this Agreement. This includes your qualified pension benefit, 401k benefit, executive survivor benefit, and any deferred compensation arrangements not included in Section 2 of this Agreement.

7. Non-Disparagement

The Company and you jointly agree that neither will participate in, assist in, nor encourage any activity or efforts to damage the business or personal reputations of the other, and that neither will attempt to adversely affect the other’s relationships with employees, customers, business partners, or other individuals or entities.

8. Right of Revocation:

Your signature also acknowledges that, in compliance with the OWBPA mentioned above, you have been fully advised by the Company of your right to revoke and nullify this release and Agreement, which right must be exercised if at all, within seven (7) days of the date of your signature. Any revocation of this agreement must be in writing, addressed to First Tennessee Bank, attention John Daniel, Employee Services Division, 300 Court Avenue, Sixth Floor, Memphis, Tennessee 38103. The Company must be notified within the foregoing seven day period. This agreement will

not become effective or enforceable until the expiration of the seven day period. In the event the company enters a merger or other change-in-control agreement after you sign this release and Agreement, you will not be eligible for change-in-control severance benefits under your current change-in-control agreement.

9. Return of Documents:

By your signature, you acknowledge and confirm that you will return to the Company any and all documents belonging to it, as well as any other property which belongs to it, and that no such documents or materials or property will be retained by you.

10. Binding Effect:

Upon your signing this Agreement, and after the expiration of seven (7) days, it will become effective and is binding upon you and the Company and their respective successors, assigns, heirs and personal representatives, as is discussed in paragraph 4 above.

11. Severability:

A finding that any provision of this Agreement is void or unenforceable shall not affect the validity or enforceability of any other provisions of this Agreement.

12. Drafting:

This Agreement is a product of negotiations between the parties and in construing the provisions of this Agreement, no inference or presumption shall be drawn against either party on the basis of which party or their attorneys drafted this Agreement.

13. Captions:

The captions to the various paragraphs of this Agreement are for convenience only and are not part of this Agreement.

14. Sole Agreement:

By your signature, you also confirm that the only consideration for your signing this Agreement are the terms set forth within it, and that no other promise or agreement of any kind has been made to you by the Company or anyone acting by, for, or on its behalf.

YOU ALSO AFFIRM THAT YOU HAVE BEEN FREE TO DISCUSS THIS MATTER PRIVATELY AND THOROUGHLY WITH A FINANCIAL COUNSELOR AND AN ATTORNEY OF YOUR CHOICE AND THAT YOU FULLY UNDERSTAND THE

MEANING AND INTENT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ITS FINAL AND BINDING EFFECT.

This Agreement covers in detail each and every element of the separation Agreement agreed upon between you and the Company. Your signature in the space provided below will confirm that you have had an unhurried opportunity to carefully read and review this Agreement and seek advice with respect to its content, and that you fully understand its meaning in all respects.

This Agreement may be enforced by the parties in any state or federal court of competent jurisdiction.

This Agreement is signed in duplicate originals at First Tennessee Bank in Memphis, Tennessee.

I HAVE READ THE FOREGOING AGREEMENT, HAVE HAD A REASONABLE AND ADEQUATE OPPORTUNITY TO REVIEW IT, AND FULLY UNDERSTAND AND VOLUNTARILY SIGN THE SAME.

/s/ Sarah Meyerrose	August 12, 2008
Sarah Meyerrose		Date

Witnessed by:

/s/ Judy C. Rahn
Notary of the State of Tennessee	[Notary Seal]

MY COMMISSION EXPIRES NOV. 27, 2010

First Horizon National Corporation

By:	/s/ John Daniel	August 12, 2008
	John Daniel		Date
	Executive Vice President and

Human Resources Manager