March 16, 2010

Dear Shareholders:

You are cordially invited to attend First Horizon National Corporation’s 2010 annual meeting of shareholders. We will hold the meeting on April 20, 2010 at the Gaylord Opryland Hotel, 2800 Opryland Drive, Nashville, Tennessee 37214, at 10:00 a.m. local time. We have attached the formal notice of the annual meeting, our 2010 proxy statement, and a form of proxy. Directions to the annual meeting are included on the form of proxy.

At the meeting, we will ask you to elect eight directors, to approve an amendment to our Amended and Restated Charter to provide for election, in uncontested elections, of our directors by a majority (rather than a plurality) of the votes cast, to approve amendments to our 2003 Equity Compensation Plan and to re-approve the plan in its entirety, as so amended, to approve an advisory proposal on executive compensation and to ratify the appointment of KPMG LLP as our independent auditors for 2010. The attached proxy statement contains information about these matters.

Our annual report to shareholders, which contains detailed financial information relating to our activities and operating performance during 2009, is being delivered to you with our proxy statement but is not deemed to be “soliciting material” under SEC Regulation 14A.

Your vote is important. You may vote by telephone, over the Internet or by mail, or if you attend the meeting and want to vote your shares, then prior to the balloting you should request that your form of proxy be withheld from voting. We request that you vote by telephone or over the Internet or return your proxy card in the postage-paid envelope as soon as possible. If you hold your shares in street name, it is critical that you cast your vote if you want it to count in the election of directors. Due to a change in regulation, if you hold your shares in street name and you do not instruct your broker how to vote in the election of directors, no votes will be cast on your behalf with respect to that matter. For additional information, see page 2 of the attached proxy statement.

FIRST HORIZON NATIONAL CORPORATION
165 Madison Avenue
Memphis, Tennessee 38103

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING
April 20, 2010

The annual meeting of shareholders of First Horizon National Corporation will be held on April 20, 2010, at 10:00 a.m. local time at the Gaylord Opryland Hotel, 2800 Opryland Drive, Nashville, Tennessee 37214.

The items of business are:

These items are described more fully in the following pages, which are made a part of this notice. The close of business on February 26, 2010 is the record date for the meeting. All shareholders of record at that time are entitled to vote at the meeting.

Management requests that you vote by telephone or over the Internet (following the instructions on the enclosed form of proxy) or that you sign and return the form of proxy promptly, so that if you are unable to attend the meeting your shares can nevertheless be voted. You may revoke a proxy at any time before it is exercised at the annual meeting in the manner described on page 1 of the proxy statement.

Memphis, Tennessee
March 16, 2010

PROXY STATEMENT
FIRST HORIZON NATIONAL CORPORATION
TABLE OF CONTENTS

PROXY STATEMENT
FIRST HORIZON NATIONAL CORPORATION
165 Madison Avenue
Memphis, Tennessee 38103

GENERAL MATTERS

This proxy statement is being mailed to shareholders beginning on or about March 16, 2010. The Board of Directors is soliciting proxies to be used at our annual meeting of shareholders to be held on April 20, 2010 at 10:00 a.m. local time at the Gaylord Opryland Hotel, 2800 Opryland Drive, Nashville, Tennessee 37214, and at any adjournment or adjournments thereof. Directions to the annual meeting are included on the form of proxy. To obtain additional information on directions to be able to attend the meeting and vote in person, contact our Community Relations office at 866-365-4313.

In this proxy statement, First Horizon National Corporation will be referred to by the use of “we,” “us” or similar pronouns, or simply as “First Horizon,” and First Horizon and its consolidated subsidiaries will be referred to collectively as “the Corporation.”

Form of Proxy. The accompanying form of proxy is for use at the meeting if you will be unable to attend in person. You may revoke your proxy at any time before it is exercised by writing to the Corporate Secretary, by timely delivering a properly executed, later-dated proxy (including a telephone or Internet vote) or by voting by ballot at the meeting. All shares represented by valid proxies received pursuant to this solicitation, and not revoked before they are exercised, will be voted in the manner specified therein. If no specification is made, the proxies will be voted in favor of items 1, 2, 3, 4 and 5 below:

First Horizon recommends that you vote in favor of items 1, 2, 3, 4 and 5 listed above.

Solicitation of Proxies. We will bear the entire cost of soliciting the proxies. In following up the original solicitation of the proxies by mail, we may request brokers and others to send proxies and proxy material to the beneficial owners of the shares and may reimburse them for their expenses in so doing. If necessary, we may also use several of our regular employees to solicit proxies from the shareholders, either personally or by telephone or by special letter, for which they will receive no compensation in addition to their normal compensation. We have hired Morrow & Co., LLC, 470 West Ave., Stamford, CT 06902 to aid us in the solicitation of proxies for a fee of $7,500 plus out-of-pocket expenses. An additional charge of $5.00 per holder will be incurred should we choose to have Morrow & Co. solicit individual holders of record.

Quorum and Vote Requirements. Our common stock is the only class of voting securities. There were 222,430,894 shares of common stock outstanding and entitled to vote as of February 26, 2010, the record date for the annual shareholders’ meeting. Each share is entitled to one vote. A quorum of the shares must be represented at the meeting to take action on any matter at the meeting. A majority of the votes entitled to be cast constitutes a quorum for purposes of the annual meeting. A plurality of the votes cast is required to elect the nominees as directors; however, we have adopted a director resignation policy that requires a director to tender his or her resignation upon receiving, in an uncontested election, a majority of the votes cast “withheld” from his or her election. (For additional information on our director resignation policy, see the summary of the policy in the “Corporate Governance and Board Matters—Introduction” section of this proxy statement beginning on page 4. The policy is also contained in our Corporate Governance Guidelines, which are available on our website at www.fhnc.com under the “Corporate Governance” heading in the “Investor Relations” area.) We are also proposing an amendment to our Amended and Restated Charter to provide for election, in uncontested elections,

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of our directors by a majority (rather than a plurality) of the votes cast. For more information, see Vote Item No. 2 beginning on page 25 of this proxy statement. A majority of the votes cast is required to approve the amendment to our Amended and Restated Charter, approve the amendments to our 2003 Equity Compensation Plan and re-approve the plan in its entirety, as so amended, approve the advisory proposal on executive compensation and ratify the appointment of auditors. Both “abstentions” and broker “non-votes” will be considered present for quorum purposes, but will not otherwise have any effect on any of the vote items.

Effect of Not Casting Your Vote. If you hold your shares in street name it is critical that you cast your vote if you want it to count in the election of directors (Vote Item No. 1 of this proxy statement). In the past, if you held your shares in street name and you did not indicate how you wanted your shares voted in the election of directors, your broker was allowed to vote those shares on your behalf in the election of directors as it felt appropriate.

Recent changes in regulation take away the ability of your broker to vote your uninstructed shares in the election of directors on a discretionary basis. Thus, if you hold your shares in street name and you do not instruct your broker how to vote in the election of directors, no votes will be cast on your behalf with respect to that matter. The rule change did not otherwise affect whether your broker will have the ability to vote uninstructed shares on the other vote items.

If you are a shareholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the annual meeting.

Duplicate Mailings and Householding. Some of our shareholders own their shares using multiple accounts registered in variations of the same name. If you have multiple accounts, we encourage you to consolidate your accounts by having all your shares registered in exactly the same name and address. You may do this by contacting our stock transfer agent, Wells Fargo Bank, N.A., by phone toll-free at 1-877-536-3558, or by mail to Shareowner Services, P.O. Box 64854, St. Paul, MN 55164-0854. Also, in some cases multiple members of the same family living in the same household have shares registered in their names. In that case, prior to 2006 each family member received multiple copies of the annual report, proxy statement, and other mailings. Duplicate mailings in most cases are an unnecessary expenditure for us and inconvenient for you. As described below, we have taken steps to reduce them, and we encourage you to eliminate them whenever you can.

Currently, family members living in the same household generally receive only one copy per household of the annual report, proxy statement, and most other mailings. The only item which is separately mailed for each registered shareholder or account is a proxy card. If your household receives only one copy and if you wish to start receiving separate copies in your name, apart from others in your household, you must request that action by contacting our Stock Transfer Agent, Wells Fargo Bank, N.A., by phone toll-free at 1-877-602-7615 or by writing to it at Shareowner Services, Attn: Householding, P.O. Box 64854, St. Paul, MN 55164-0854. That request must be made by each person in the household who desires a separate copy. Within 30 days after your request is received we will start sending you separate mailings. If for any reason you and members of your household are receiving multiple copies and you want to eliminate the duplications, please request that action by contacting Wells Fargo using the contact information given in this paragraph above. In either case, in your communications, please refer to your account number and our company number (998). Please be aware that if you hold shares both in your own name and as a beneficial owner through a broker, bank or other nominee, it is not possible to eliminate duplications as between these two types of ownership.

If you and other members of your household are beneficial owners of shares, meaning that you own shares indirectly through a broker, bank, or other nominee, you may eliminate a duplication of mailings by contacting your broker, bank, or other nominee. If you have eliminated duplicate mailings but for any reason would like to resume them, you must contact your broker, bank, or other nominee.

If your household receives only a single copy of this proxy statement and our 2009 annual report and if you desire your own separate copies for the 2010 annual meeting, you may pick up copies in person at the meeting in April or download them from our website using the website address listed in the box below. If you would like additional copies mailed, we will mail them promptly if you request them from our Investor Relations department at our website, by phone toll-free at 1-800-410-4577, or by mail to Investor Relations, P.O. Box 84, Memphis, TN 38101. However, we cannot guarantee you will receive mailed copies before the 2010 annual meeting.

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CORPORATE GOVERNANCE AND BOARD MATTERS

Introduction

First Horizon is dedicated to operating in accordance with sound corporate governance principles. We believe that these principles not only form the basis for our reputation of integrity in the marketplace but also are essential to our efficiency and overall success. Many of these principles have been committed to writing. Our Corporate Governance Guidelines, which were initially adopted by our Board of Directors in January 2004 but which incorporate long-standing corporate policies and practices, provide our directors with guidance as to their legal accountabilities, promote the functioning of the Board and its committees, and set forth a common set of expectations as to how the Board should perform its functions. Our Corporate Governance Guidelines (as revised to date) are available on our website at www.fhnc.com under the “Corporate Governance” heading in the “Investor Relations” area. Paper copies are also available to shareholders upon request to the Corporate Secretary.

We have also adopted a Code of Business Conduct and Ethics, which incorporates many of our long-standing policies and practices and sets forth the overarching principles that guide the conduct of every aspect of our business, and a Code of Ethics for Senior Financial Officers, which promotes honest and ethical conduct, proper disclosure of financial information and compliance with applicable governmental laws, rules and regulations by our senior financial officers and other employees who have financial responsibilities. These Codes are available on our website at www.fhnc.com under the “Corporate Governance” heading in the “Investor Relations” area. Paper copies are also available to shareholders upon request to the Corporate Secretary. Any waiver of the Code of Business Conduct and Ethics for an executive officer or director will be promptly disclosed to shareholders in any manner that is acceptable under the NYSE listing standards, including but not limited to distribution of a press release, disclosure on our website, or disclosure on Form 8-K. The Corporation intends to satisfy its disclosure obligations under Item 5.05 of Form 8-K related to amendments or waivers of the Code of Ethics for Senior Financial Officers by posting such information on the Corporation’s website. We have also adopted a policy on First Horizon’s Compliance and Ethics Program that highlights our commitment to having an effective compliance and ethics program by exercising due diligence to prevent and detect criminal conduct and otherwise by promoting an organizational culture that encourages ethical conduct and a commitment to compliance with the law.

Our Board has adopted a director resignation policy that requires a director to tender his or her resignation upon receiving, in an uncontested election, a majority of the votes cast “withheld” from his or her election (a “majority withheld vote”). Under the policy, the Nominating & Corporate Governance Committee must promptly consider the resignation offer and a range of possible responses and make a recommendation to the Board. The Board will act on the Nominating & Corporate Governance Committee’s recommendation within 90 days following certification of the shareholder vote. Thereafter, the Board will promptly disclose its decision regarding whether to accept the director’s resignation offer, including an explanation of the decision (or the reason(s) for rejecting the resignation offer, if applicable), in a Form 8-K (or other appropriate report) filed with or furnished to the Securities and Exchange Commission. If any director’s resignation under the policy is not accepted by the Board, such director will serve the remainder of the term for which he or she was elected and until his or her successor has been duly elected and qualified. Any director who tenders his or her resignation pursuant to the director resignation policy shall not participate in the Nominating & Corporate Governance Committee recommendation or Board action regarding whether to accept the resignation offer. If a majority of the members of the Nominating & Corporate Governance Committee received a majority withheld vote at the same election, then all the directors who are “independent” under the listing standards of the New York Stock Exchange and who did not receive a majority withheld vote shall appoint a committee amongst themselves to consider the resignation offers and recommend to the Board whether to accept them. The director resignation policy is contained in our Corporate Governance Guidelines, which are available on our website at www.fhnc.com under the “Corporate Governance” heading in the “Investor Relations” area.

The Board of Directors made several enhancements to First Horizon’s corporate governance policies and practices during 2009 and early 2010. In 2009, the Compensation Committee amended the Corporation’s stock ownership guidelines to add a requirement that executive officers and directors retain 50% of the net shares received as a taxable distribution from our stock plans until the first trading window period following retirement (provided that executive officers over age 55 and directors over age 60 nearing retirement may sell shares held at least three years to diversify their portfolio). In order to facilitate directors’ access to a variety of viewpoints on corporate governance matters, management compiled and provided to the Board information on independent websites that provide reports on corporate governance developments. In addition, the Board adopted a

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Compensation Recovery Policy, which creates new company-wide compensation clawback provisions, supplements the clawback provisions that already applied to certain compensation plans, gives First Horizon the flexibility to require repayment or forfeiture of compensation that was paid or granted based on incorrect data and is compliant with the U.S. Treasury Department’s Troubled Asset Relief Program (“TARP”), in which First Horizon participates. The Board also adopted several measures to enhance its annual self-evaluation process, and the Compensation Committee made enhancements to its leadership development and succession planning processes. Finally, as described in Vote Item No. 2 below, we are now proposing for shareholder approval an amendment to our Amended and Restated Charter to provide that, in uncontested elections, directors must be elected by a majority of the votes cast, rather than a plurality as is currently required.

Under our Bylaws, First Horizon is managed under the direction of and all corporate powers are exercised by or under the authority of our Board of Directors. Our Board of Directors currently has eleven members. All of our directors are also directors of First Tennessee Bank National Association (the “Bank” or “FTB”). The Bank is our principal operating subsidiary. The Board has four standing committees: the Credit Policy & Executive Committee, the Audit Committee, the Compensation Committee and the Nominating & Corporate Governance Committee, which are described in more detail beginning on page 9.

Independence and Categorical Standards

Independence. Our common stock is listed on the NYSE. The NYSE listing standards require a majority of our directors and all of the members of the Compensation Committee, the Nominating & Corporate Governance Committee and the Audit Committee of the Board of Directors to be “independent.” Under these standards, our Board of Directors is required to determine affirmatively that a director has no material relationship with the Corporation for that director to qualify as independent. In order to assist in making independence determinations, the Board, upon the recommendation of the Nominating & Corporate Governance Committee, has adopted the categorical standards set forth below. In making its independence determinations, each of the Board and the Nominating & Corporate Governance Committee considered the relationships between each director and the Corporation, including those that fall within the categorical standards.

Based on its review and the application of the categorical standards, the Board, upon the recommendation of the Nominating & Corporate Governance Committee, determined that nine of our ten current non-employee directors (Messrs. Carter, Cooper, Emkes, Haslam, Martin, Reed, Sansom and Yancy and Ms. Palmer) are independent under the NYSE listing standards. Mr. Rose, our Chairman of the Board, is not independent under the NYSE listing standards because prior to April 20, 2009, our Bylaws provided that the position of Chairman of the Board was an officer position. On that date, the Board adopted amendments to the Bylaws that made the position of Chairman of the Board a non-officer position. The Nominating & Corporate Governance Committee and the Board determined that all transactions and relationships with each director identified above as independent fell within our revised categorical standards and all but one fell within our categorical standards as in effect prior to being amended as described in the next paragraph. The one transaction that did not fall within our categorical standards as previously in effect involved loans made by the Bank in the ordinary course of business on non-preferential terms to two affiliated entities of which one of our non-employee directors, Mr. Haslam, and an immediate family member of Mr. Haslam each have a passive ownership interest of approximately 11%. One of the entities violated a liquidity covenant, which was an event of default under the loan agreements for the loans to both entities. Because an event of default occurred, these loans did not fit within our categorical standards for director independence as in effect prior to being amended as described below. The Bank waived the events of default in exchange for receipt of guaranties from all the entities’ equity owners. The waivers were made in the ordinary course of business and on non-preferential terms, and the loans were and continue to be performing loans. The Board determined that Mr. Haslam remains an independent director, basing its determination on the ordinary course and non-preferential nature of all the transactions described above, the fact that the loans were performing, and the fact that the aggregate financial interests of Mr. Haslam and his immediate family member in the entities are not material to Mr. Haslam.

The categorical standards established by the Board (as revised to date) are set forth below and are also available on our website at www.fhnc.com under the “Corporate Governance” heading in the “Investor Relations” area. The standards were revised by the Board early in 2010. Previously, they provided that extensions of credit would be deemed immaterial for independence purposes if, among other things, a determination was made annually that if the extension of credit was not made or was terminated in the ordinary course of business, in

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accordance with its terms, such action would not reasonably be expected to have a material adverse effect on the financial condition, income statement or business of the borrower, and no event of default had occurred. The Board replaced the declination/termination and event of default portions of the categorical standard for extensions of credit with a requirement that the extension not have been placed on non-accrual status.

With respect to each director who is identified above as independent under the NYSE listing standards, the Board considered the following types or categories of transactions, relationships or arrangements in determining the director’s independence under the NYSE standards and our categorical standards.

Categorical Standards. Each of the following relationships between the Corporation and its subsidiaries, on the one hand, and a director, an immediate family member of a director, or a company or other entity as to which the director or an immediate family member is a director, executive officer, employee or shareholder (or holds a similar position), on the other hand, will be deemed to be immaterial and therefore will not preclude a determination by the Board of Directors that the director is independent for purposes of the NYSE listing standards:

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Excluded from relationships considered by the Board is any relationship (except contributions included in category 3) between the Corporation and its subsidiaries, on the one hand, and a company or other entity as to which the director or an immediate family member is a director or, in the case of an immediate family member, an employee (but not an executive officer or significant shareholder), on the other hand.

The fact that a particular relationship or transaction is not addressed by these standards or exceeds the thresholds in these standards does not create a presumption that the director is or is not independent.

The following definitions apply to the categorical standards listed above:

“Corporation” means First Horizon National Corporation and its consolidated subsidiaries.

“Executive Officer” means an entity’s president, principal financial officer, principal accounting officer (or, if there is no such accounting officer, the controller), any vice president of the entity in charge of a principal business unit, division or function, any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the entity.

“Immediate family members” of a director means the director’s spouse, parents, children, siblings, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law and anyone (other than domestic employees) who shares the director’s home.

“Significant shareholder” means a passive investor [meaning a person who is not in control of the entity] who beneficially owns more than 10% of the outstanding equity, partnership or membership interests of an entity. “Beneficial ownership” will be determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934.

Board Leadership Structure and Role in Risk Oversight

First Horizon’s Board leadership structure has evolved significantly in the past several years. Prior to January 2007, the Chairman of the Board and Chief Executive Officer roles were held by the same individual (except for two transition periods relating to CEO succession). In January 2007, the Board made certain governance changes in order to facilitate the implementation of strategic changes then being initiated by the Board, including the appointment of a new CEO and of a separate individual, Mr. Rose, as the Chairman of the Board. Under the Bylaws, the position of Chairman of the Board was at that time an executive officer position. Two different individuals (currently Mr. Rose and Mr. Jordan, respectively) have been serving in the positions of Chairman and CEO ever since. Finally, on April 20, 2009, the Board adopted amendments to the Bylaws that made the position of Chairman of the Board a non-officer position.

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Under First Horizon’s current Bylaws, the Chairman of the Board presides at all meetings of the shareholders and of the Board (except, with respect to meetings of the Board, as the Board may otherwise determine) and has the powers and performs the duties as are normally incident to the position and as may be assigned by the Board. The Chief Executive Officer is responsible for carrying out the orders of and the resolutions and policies adopted by the Board, has general management of the business of the Corporation and exercises general supervision over all of its affairs.

The chair of the Nominating & Corporate Governance Committee, currently Mr. Martin, who is required to be independent under the listing standards of the NYSE, acts as lead director for the Board. The lead director’s responsibilities include, among other things, supporting the Chairman of the Board in developing (in conjunction with the Corporate Secretary) the agenda for each Board meeting and in defining the scope, quality, quantity and timeliness of the flow of information between management and the Board; presiding at executive sessions of the Board; conducting interviews with individual directors as part of the annual Board self-evaluation process; receiving reports from directors who have concerns about another director’s performance pursuant to our process for individual director performance evaluations; and receiving communications from shareholders pursuant to our process for communications with the Board.

We recognize that different board leadership structures may be appropriate at different times and in different situations. As part of our annual Board self-evaluation process, we evaluate our leadership structure to ensure that the Board continues to believe that it provides the most appropriate structure. As stated in our Corporate Governance Guidelines, the Board is free to select its Chairman and First Horizon’s Chief Executive Officer in the manner it considers in the best interests of the company at any given point in time.

As stated in our Corporate Governance Guidelines, oversight of risk management is central to the role of the Board. Currently, our Audit Committee has primary responsibility for overseeing First Horizon’s risk management processes, including those relating to litigation and compliance risk, on behalf of the full Board and under its charter is required to discuss the company’s risk assessment and risk management policies and to inquire about significant risks and exposures, if any, and the steps taken to monitor and minimize such risks. The Compensation Committee is chiefly responsible for compensation-related risks. The charter of the Committee requires the Committee to discuss and review the key business and other risks First Horizon faces and the relationship of those risks to certain compensation arrangements. The Credit Policy & Executive Committee has primary responsibility for credit risk, and the Committee’s duties include oversight of the company’s independent Credit Risk Assurance department. Each of these committees also receives regular reports from management regarding the company’s risks and reports regularly to the full Board concerning risk. The Board is currently conducting a comprehensive review of the company’s risk management processes and expects to make changes to restructure and enhance those processes during 2010.

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Composition of Board Committees

The Audit Committee, the Compensation Committee and the Nominating & Corporate Governance Committee are each composed of directors who are independent, as defined above under the heading “Independence and Categorical Standards” beginning on page 5. The current membership of each of the Board’s standing committees is set forth in the table below. Membership continued during the entire period from January 1, 2009 until the filing of this proxy statement unless otherwise indicated in the notes to the table.

The Credit Policy & Executive Committee

The Credit Policy & Executive Committee was established by our Board of Directors and operates under a written charter. As a credit policy committee, the Committee monitors the quality, liquidity, and concentrations of credit extended by First Horizon and by its affiliates (with direct oversight responsibility with respect to the validation of credit quality as described below) and approves upon the recommendation of management such credit policy and controls as may be deemed necessary for the preservation of a sound loan portfolio consistent with overall corporate objectives, provided that any changes to credit policy made by the Committee must be reported to the Board of Directors. However, the Committee is not authorized to act in place of the Board with respect to matters specifically required by credit policy to be acted upon by the Board. The Committee’s charter was last amended in April 2009 to make minor ministerial changes.

As an executive committee, the Committee is authorized and empowered to exercise during the intervals between meetings of the Board all authority of the Board of Directors, except as prohibited by applicable law and provided that it may not approve acquisitions, divestitures or the entry into definitive agreements (not in the ordinary course of business) where the purchase or sale price or transaction amount exceeds $100 million. Also, no authority has been delegated to the Committee in its charter to approve any acquisition involving the issuance of our stock. The charter is currently available on our website at www.fhnc.com under the “Corporate Governance” heading in the “Investor Relations” area. Paper copies are available to shareholders upon request to the Corporate Secretary.

The Audit Committee

In General. The Audit Committee was established by our Board of Directors and operates under a written charter that was last amended and restated in 2009 to make changes relating to disclosure of the auditor’s independence and to reflect the Company’s name change. The charter is available on our website at www.fhnc.com under the “Corporate Governance” heading in the “Investor Relations” area, and a copy is attached to this proxy statement at Appendix B. Paper copies are available to shareholders upon request to the Corporate Secretary.

Subject to the limitations and provisions of its charter, the Committee assists our Board in its oversight of our accounting and financial reporting principles and policies, internal audit controls and procedures, the integrity of our financial statements, our compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of the independent auditor and our internal audit function.

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The Committee is directly responsible for the appointment (subject, if applicable, to shareholder ratification), retention, compensation and termination of the independent auditor as well as for overseeing the work of and evaluating the independent auditor and its independence. The members of the Committee are themselves independent, as that term is defined in the NYSE listing standards (described above), and meet the additional independence requirements prescribed by Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended, and the rules of the SEC promulgated thereunder. In addition, the Board of Directors has determined that all the members of the Committee are financially literate as required by the NYSE listing standards. The Audit Committee’s Report is included below.

Audit Committee Financial Expert. The Board of Directors has determined that Vicki R. Palmer (chair of the Audit Committee) is an audit committee financial expert, as that term is defined in Item 407(d)(5) of SEC Regulation S-K. After receiving her B.A. in economics and business administration from Rhodes College and her M.B.A. in finance from The University of Memphis, Ms. Palmer was employed as a commercial loan officer with the Bank, where she was trained in and worked daily in evaluating financial statements of corporate customers in connection with their credit applications. In 1978, she joined Federal Express Corporation as Manager of Corporate Finance, and her major areas of responsibility included debt financing, cash management and pension asset management. Ms. Palmer joined The Coca-Cola Company in 1983 as Manager of Pension Investments, thus becoming responsible for the company’s worldwide pension assets. Upon moving to Coca-Cola Enterprises, Inc. (“CCE”) in 1986, she was involved at the inception of the company with the evaluation of company-wide financial results and the establishment of internal controls. Until January 2004, Ms. Palmer served as Senior Vice President, Treasurer and Special Assistant to the CEO. In this position, she was responsible for management of CCE’s $12 billion multi-currency debt portfolio; its $2.5 billion pension plan and 401(k) plan investments; currency management; global cash management; and commercial and investment banking relationships. In 2004, she became Executive Vice President, Financial Services and Administration, responsible for overseeing treasury, pension and retirement benefits, asset management, internal audit and risk management. In this position she was a member of CCE’s Risk Committee, which was charged with establishing policy and internal controls for hedging and financial and non-financial derivatives. In addition, she served on CCE’s Senior Executive Committee and had oversight responsibility for CCE’s enterprise-wide risk assessment process. Ms. Palmer also served for over ten years on CCE’s Financial Reporting Committee, which reviewed the company’s financial statements and dealt periodically with accounting issues, and in her most recent position with CCE she supervised the treasurer who served on this committee. Ms. Palmer retired as a CCE officer on April 1, 2009. She is currently the President of The Palmer Group, LLC, a general consulting firm. She was a member of our Audit Committee from January 1995 to April 1999 and chaired the Committee from April 1996 to April 1999, and she returned to that Committee as chairperson in April 2003. She is also a member of the audit committee of another public company, Haverty Furniture Companies Inc.

The Board of Directors also determined in 2006 that Colin V. Reed, who was a member of the Audit Committee until November 19, 2008 but who is no longer serving on the Audit Committee, was an audit committee financial expert. Mr. Reed spent several years early in his career as assistant chief accountant and chief accountant, respectively, at a life insurance and investment banking company and a large hotel in England. He went on to spend eight years with Holiday Inns, initially as U.K. financial controller and ultimately as CFO for the company’s European, Middle East and African operations. He moved to the U.S. in the 1980s to assist with the leveraged recapitalization of that company that ended in the sale of Holiday Inns, the formation of Promus Companies and the subsequent split of Promus from Harrah’s Entertainment, Inc. Mr. Reed then became CFO and a member of the three person executive committee of Harrah’s. He currently serves as Chairman, President and CEO of Gaylord Entertainment Company. Mr. Reed is a fellow of the British Association of Hotel Accountants.

Both Ms. Palmer and Mr. Reed meet in all respects the independence requirements of the NYSE and Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended, and the rules of the SEC promulgated thereunder.

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings by reference, including this proxy statement, in whole or in part, the following Audit Committee Report and the statements regarding members of the Committee who are not independent (if any) shall not be incorporated by reference into any such filings.

Audit Committee Report. The role of the Audit Committee (“Committee”) is (1) to assist First Horizon’s Board of Directors in its oversight of (a) the Corporation’s accounting and financial reporting principles and policies and internal audit controls and procedures, (b) the integrity of its financial statements, (c) its compliance with legal and

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regulatory requirements, (d) the independent auditor’s qualifications and independence, and (e) the performance of the independent auditor and internal audit function; and (2) to prepare this report to be included in First Horizon’s annual proxy statement pursuant to the proxy rules of the SEC. The Committee operates pursuant to a charter that was last amended and restated by the Board in 2009. As set forth in the Committee’s charter, management of First Horizon is responsible for preparation, presentation and integrity of the Corporation’s financial statements and for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures to provide for compliance with accounting standards and applicable laws and regulations, and the internal auditor is responsible for testing such internal controls and procedures. The independent auditor is responsible for planning and carrying out a proper audit of the Corporation’s annual financial statements, reviews of the Corporation’s quarterly financial statements prior to the filing of each quarterly report on Form 10-Q, and other procedures, including an attestation report on internal control over financial reporting.

In the performance of its oversight function, the Committee has considered and discussed the audited financial statements with management and the independent auditors. The Committee has also discussed with the Chief Executive Officer and Chief Financial Officer their respective certifications that were included in First Horizon’s Annual Report on Form 10-K for the year ended December 31, 2009. The Committee has also discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as currently in effect. [Statement on Auditing Standards No. 61 has been replaced by Statement on Auditing Standards No. 114, Communications with Those Charged with Governance.] Finally, the Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, has adopted an audit and non-audit services pre-approval policy and considered whether the provision of non-audit services by the independent auditors to First Horizon is compatible with maintaining the auditor’s independence and has discussed with the auditors the auditors’ independence.

While the Board of Directors has determined that each member of the Audit Committee has the broad level of general financial experience required to serve on the Committee and that Ms. Palmer is an audit committee financial expert as that term is defined in Item 407(d)(5) of Regulation S-K, none of the members of the Committee currently devotes specific attention to the narrower fields of auditing or accounting or is professionally engaged in the practice of auditing or accounting, nor are they performing the functions of auditors or accountants, nor are they experts in respect of auditor independence. Members of the Committee rely without independent verification on the information provided to them and on the representations made by management and the independent auditors. Accordingly, the Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Committee’s considerations and discussions referred to above do not assure that the audit of First Horizon’s financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles or that First Horizon’s auditors are in fact “independent.”

Based upon the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of the Committee referred to above and in the Committee’s charter, the Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2009, to be filed with the SEC.

Submitted by the Audit Committee of our Board of Directors.

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The Nominating & Corporate Governance Committee

In General. The Nominating & Corporate Governance Committee operates under a written charter that is available on our website at www.fhnc.com under the “Corporate Governance” heading in the “Investor Relations” area and that is also attached to this proxy statement at Appendix C. Paper copies are available to shareholders upon request to the Corporate Secretary. The charter was last amended in January 2009 to delete a reference to the classified board. The amendment to the Committee’s charter reflects amendments to First Horizon’s Charter approved by our shareholders at the 2008 annual meeting to provide for declassification of the Board. The purposes of the Nominating & Corporate Governance Committee are (1) to identify and recommend to the Board individuals for nomination as members of the Board and its committees, (2) to develop and recommend to the Board a set of corporate governance principles applicable to the Corporation, and (3) to oversee the evaluation of the Board and management.

Nominations of Directors; Consideration of Diversity in Identifying Director Nominees. With respect to the nominating process, the Nominating & Corporate Governance Committee discusses and evaluates possible candidates in detail and suggests individuals whose potential membership on the Board could be explored in greater depth. The Committee recommends new nominees for the position of independent director based on the following criteria:

The Nominating & Corporate Governance Committee does not set specific, minimum qualifications that nominees must meet in order for the Committee to recommend them to the Board of Directors, but rather believes that each nominee should be evaluated based on his or her individual merits, taking into account the needs of the Corporation and the composition of the Board of Directors.

As described above and set forth in our Corporate Governance Guidelines, diversity, broadly defined to mean diversity of viewpoints, background, experience and other demographics, is one criterion on which the Committee bases its recommendations of new nominees for director positions. The inclusion of diversity in the listed criteria for director nominees reflects the Board’s belief that diversity, broadly defined, is important to the effective functioning of the Board. More generally, our Board-adopted Code of Business Conduct and Ethics reflects First Horizon’s firm commitment to non-discrimination and equal opportunity for employees, customers and suppliers and to treatment of everyone without discrimination or harassment based on race, color, religion, sex, sexual orientation, gender identity, national origin, age, veteran status or disability. However, neither the Committee nor the Board has a formal policy with regard to the consideration of diversity in identifying director nominees.

Once a candidate is identified whom the Committee wants seriously to consider and move toward nomination, the Chairman of the Board, the Chief Executive Officer and/or other directors as the Committee determines will enter into a discussion with that nominee.

Shareholder Recommendations of Director Nominees. The Nominating & Corporate Governance Committee will consider individuals recommended by shareholders as director nominees, and any such individual is given appropriate consideration in the same manner as individuals recommended by the Committee. Shareholders who wish to submit individuals for consideration by the Nominating & Corporate Governance Committee as director nominees may do so by submitting, in compliance with the procedures and along with the other information required by our Bylaws (as described below), a notice in writing that gives such individuals’ names to the chairperson of the Nominating & Corporate Governance Committee, in care of the Corporate Secretary. Our Bylaws require that to be timely, a shareholder’s notice must be delivered to or mailed and received at our principal executive offices not less than 90 days nor more than 120 days prior to the date of the meeting. However, if fewer than 100 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, a notice by a shareholder to be timely must be so delivered or received not later than the close of

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business on the 10th day following the earlier of (i) the day on which such notice of the date of such meeting was mailed or (ii) the day on which such public disclosure was made. A shareholder’s notice must state:

The Compensation Committee

In General. The Compensation Committee operates under a written charter that is available on our website at www.fhnc.com under the “Corporate Governance” heading in the “Investor Relations” area and that is also attached to this proxy statement at Appendix D. Paper copies are available to shareholders upon request to the Corporate Secretary. The charter was last amended and restated by the Board of Directors in April 2009 to reflect the Committee’s responsibilities under the TARP program and other regulatory provisions.

The purposes of the Compensation Committee are (1) to discharge the Board’s responsibilities relating to the compensation of our executive officers, (2) to produce an annual report on executive compensation for inclusion in our proxy statement, in accordance with the rules and regulations of the SEC [the current report is set forth below], (3) to identify and recommend to the Board individuals for appointment as officers, (4) to evaluate our management, and (5) to carry out certain other duties as set forth in the Committee’s charter.

Most of our executive compensation plans specify that they will be administered by a committee. The Committee’s charter provides that the Committee will administer plan-committee functions under our various executive-level compensation plans. Under the charter, at least two members of the Committee must be “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, and at least two members of the Committee must be “non-employee directors” for purposes of Section 16 of the Securities Exchange Act of 1934. Many of our plans have similar provisions concerning their respective plan committees. The charter stipulates that if a Committee member is disqualified under one or the other of those tests, then that member must recuse him- or herself from participating in decisions impacted by the relevant test. In that situation, the remaining members would constitute the Committee for that action. On occasion, in connection with a specific action, a Committee member may feel that his or her qualification under one of those tests may be in doubt for some reason; in that case, the member may elect recusal to avoid any risk of possible disqualification.

Processes and Procedures Regarding Executive and Director Compensation. The charter of the Compensation Committee provides that the Committee has the authority to review and approve corporate goals and objectives relevant to the compensation of the CEO, evaluate the performance of the CEO in light of those goals and objectives, and set the CEO’s compensation level based on this evaluation and to fix the compensation, including bonus and other compensation and any severance or similar termination payments, of executive officers. The Committee also has the authority, pursuant to its charter, to make recommendations to the Board concerning the adoption or amendment of employee benefit plans, management compensation plans, incentive compensation plans and equity-based plans, including plans applicable to executive officers, and to make recommendations to the Board concerning director compensation. The Committee’s charter also assigns to the Committee the duty to meet periodically with the Corporation’s senior risk officers to discuss and review the key business and other risks the Corporation faces and the relationship of those risks, along with the Corporation’s risk management policies and practices, to the incentive compensation arrangements applicable to the senior executive officers in order to be able to provide reasonable assurance that such arrangements do not encourage such officers to take unnecessary and excessive risks that threaten the value of the Corporation. The charter also provides that the Committee will oversee the Corporation’s compliance with the provisions of all applicable laws and regulations, both currently in

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existence and as may be adopted in the future, relating to the compensation of the Corporation’s executive officers. For additional information on the risk assessments carried out by the Committee during 2009, see the Compensation Committee Report beginning on page 15 of this proxy statement. The Committee may not delegate any of the authority described in this paragraph related to executive and director compensation to any other persons.

The Committee generally conducts a review of the Corporation’s director compensation program once every three years. The last comprehensive review took place during 2009. Director compensation is reviewed and considered by management and recommended to the Committee, either as a short list of alternatives or as single-item recommendations. In general, management uses a consultant in formulating many of its recommendations, both for advice in designing director compensation and as a source of peer-company data. (Additional information on the use of consultants in compensation matters is provided below.) Management also prepares various presentations, analyses, and other tools for the Committee to use in considering director compensation decisions. The outcome of the 2009 review process was a finding that the current director compensation program is appropriate and competitive. No changes were made.

The Committee generally determines the CEO’s salary on an annual basis in executive session independent of management. That determination is based on a review of the CEO’s personal plan results for the prior year, along with peer CEO salary data provided by management’s compensation consultant as well as input from the Committee’s compensation consultant. The CEO is not involved in the determination of his own salary.

Our CEO recommends to the Committee salary levels for the executive officers other than himself. Other compensation matters (bonus, equity awards, etc.) involving executives are considered and reviewed by management, including the CEO, and recommended to the Committee, either as a short list of alternatives or as single-item recommendations. Management uses a consultant in formulating many of its recommendations, both for advice and as a source of peer-company data. Management also prepares various presentations, analyses, forecasts, and other tools for the Committee to use in considering compensation decisions during the year. The Committee’s consultant reviews all proposals and makes recommendations to the Committee.

Management monitors and considers new or modified benefit programs used by other companies, or needed within our company, to attract and retain key employees. Recommendations are presented by management to the Committee for review and discussion. The CEO ultimately oversees these management processes. New benefit plans, or significant amendments to existing plans, typically are approved by the full Board based on recommendations from the Committee. Enrollment and other administrative actions associated with the benefit plans are handled mainly through third party vendors in accordance with the terms in the Board-approved plans. If executive-level exceptions are required for administration of the plans, such as approval of an early retirement, management generally reviews the facts of the situation and provides a recommendation to the Committee for approval.

Management uses national compensation consulting firms to provide advice with respect to executive and director compensation matters. Management also uses a number of other specialist firms to provide data relevant to specific needs such as funding for nonqualified deferred compensation and any special compensation arrangements that are unique to specific business units such as the capital markets industry. The consultants provide competitive data/trends, keep management informed of best practices and work with management to develop programs that permit the Corporation to attract and retain the talent needed. Management continued its engagement of Mercer Human Resource Consulting in 2009 as its primary advisor for executive and director compensation matters. Among other things, management directed Mercer to provide objective advice to management, the Committee and the Board on executive and director compensation, to provide expertise in executive and director compensation design, market practices in our industry and data to support recommendations, and to ensure timely reports to management and the Committee on all critical accounting, tax, securities law and market trends relating to executive and director compensation. In addition, management engages nationally-recognized law firms as appropriate to provide advice on compliance with new laws, administration of stock plans, and design of severance agreements.

In 2009, the Compensation Committee continued its engagement of Frederic W. Cook & Co., Inc. to provide it with independent analysis and advice on all compensation-related matters. Among other things, the independent consultant assists the Committee in its reviews of compensation program actions recommended by management, reviewing the chosen peer group and survey data for competitive comparisons and advising the Committee on best practices and ideas for board governance of executive compensation. The Cook firm was specifically directed to

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undertake no work on behalf of management except at the request of the Committee chairperson on behalf of the Committee, and the firm has no other relationships with the Corporation or management.

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings by reference, including this proxy statement, in whole or in part, the following Compensation Committee Report shall not be incorporated by reference into any such filings.

Compensation Committee Report. The Compensation Committee of our Board of Directors has reviewed and discussed with management, among other things, the section of this proxy statement captioned “Compensation Discussion and Analysis” beginning on page 39. Based on that review and discussion, the Compensation Committee has recommended to our Board that the “Compensation Discussion and Analysis” section be included in this proxy statement.

The Corporation is a participant in the Capital Purchase Program portion of the U.S. Treasury Department’s Troubled Asset Relief Program (“TARP”) authorized under the Emergency Economic Stabilization Act of 2008, as amended. In compliance with TARP requirements in effect at that time, the Committee met in January 2009 with our chief risk officer and chief credit officer to review and assess the Corporation’s key business and other risks, and the relationship of those risks, along with our risk management policies and practices, to the Corporation’s compensation arrangements in which the named executive officers participate, especially the incentive plans and programs. Under the TARP rules, the executive officers named in the Summary Compensation Table of this proxy statement are referred to as “senior executive officers” or “SEOs” for the year 2009. The Committee concluded that those plans and programs do not encourage our SEOs to take unnecessary and excessive risks that threaten the value of the Corporation.

In June 2009 the TARP rules were amended. Under the amended rules, the Committee is required to conduct an expanded, semi-annual review of all compensation plans of the Corporation in relation to the risks facing the Corporation. The first such review took place in September 2009. In connection with that review, the Committee met with our chief risk officer, our chief credit officer, our chief legal officer, and our chief human resources officer. The reviews included all plans, programs, and arrangements (collectively referred to as “plans”) involving two or more employees, regardless of rank and regardless of the dollars involved.

At the September meeting, 118 plans were reviewed. In the review process, each plan was assigned an inherent risk rating (high, medium, or low). The inherent risk rating reflects an assessment of the magnitude of risk to which the plan exposes the Corporation, before taking into consideration controls and other factors that are external to the plan itself. Although all risks were considered, three risk types are especially relevant to incentive plans: compliance risk; inappropriate business risk; and financial reporting risk. Compliance risk arises if an employee, in an effort to obtain or increase an incentive payment, violates legal rules or company policies. Inappropriate business risk arises if incentives encourage personnel to engage in business-generating activities the risks of which are not priced into the Corporation’s products and services or for other reasons are not appropriate for the Corporation. Financial reporting risk arises if incentives are based on reported financial results; absent adequate controls, such incentives could encourage manipulation or other corruption of the financial reporting process, either by deliberate fraud or unconscious bias.

The review process then examined the controls and other mitigating factors that affect how each plan’s inherent risks are managed or controlled, and also examined other factors that would bear upon an assessment of the real-world risks to which the plan could expose us. A residual risk rating was assigned to each plan as a result of this analysis.

The overall risk-assessment process was guided by seven principles:

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The following are key findings and results of the September review:

Based on the foregoing, the Compensation Committee certifies that:

As an outgrowth of the risk assessment process, the Committee made several decisions affecting its practices. Although these decisions were not necessary for the Committee to make the certifications above, the Committee regards these as an important part of this discussion of risk in relation to compensation. These decisions are:

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The first two decisions are subject to legal restrictions imposed by the TARP rules on bonuses, stock awards, and other incentives to the SEOs and certain other employees during the time we continue to have Series CPP preferred stock issued to the U.S. Treasury under the TARP.

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Compensation Committee Interlocks and Insider Participation

Messrs. Emkes, Haslam, Martin, and Reed, all non-employee directors, served as members of the Board of Director’s Compensation Committee during all of 2009. No other directors served on the Compensation Committee during 2009. Refer to the table in “Corporate Governance and Board Matters—Composition of Board Committees” above for additional committee information. No interlocking relationships existed with respect to any of the members of the Committee.

Board and Committee Meeting Attendance

During 2009, the Board of Directors held nine meetings (four of which took place over a period of two days each) and took action by written consent twice. The Compensation Committee held eight meetings. The Nominating & Corporate Governance Committee held four meetings, the Audit Committee held eight meetings and the Credit Policy & Executive Committee held nine meetings. The average attendance at Board and committee meetings was 92 percent. No director who served on our Board during 2009 attended fewer than 75 percent of the meetings of the Board and the committees of the Board on which he or she served. As set forth in our Corporate Governance Guidelines, our directors are expected to make every effort to attend every meeting of First Horizon’s shareholders. For the last 10 years, all of our directors have been in attendance at every annual meeting of shareholders, except for one director in 2004.

Executive Sessions

To ensure free and open discussion and communication among the non-management directors of the Board and its committees, our Corporate Governance Guidelines provide that the non-management directors will meet in regularly scheduled executive sessions and as often as the Board shall request, with no members of management present. During 2009, the non-management directors met eight times in executive session of the Board. Our Corporate Governance Guidelines also provide that if any non-management directors are not independent under NYSE listing standards, the independent, non-management directors will meet in executive session at least once a year. During 2009, our independent, non-management directors met in executive session eight times. The lead director, currently Mr. Martin, presides at the executive sessions of the Board.

Communication with the Board of Directors

A shareholder who desires to communicate with the Board of Directors on matters other than director nominations should submit his or her communication in writing to the lead director, c/o Corporate Secretary, First Horizon National Corporation, 165 Madison Avenue, Memphis, Tennessee 38103, and identify himself or herself as a shareholder. The Corporate Secretary will forward all communications to the lead director for a determination as to how to proceed. Other interested parties desiring to communicate with the Board of Directors should submit their communications in the same manner.

Procedures for the Approval, Monitoring, and Ratification of Related Party Transactions

The Audit Committee of the Board has adopted procedures for the approval, monitoring, and ratification of transactions between First Horizon, on the one hand, and our directors, executive officers or 5% shareholders, their immediate family members, their affiliated entities and their immediate family members’ affiliated entities, on the other hand. A copy of our procedures is available on our website at www.fhnc.com under the “Corporate Governance” heading in the “Investor Relations” area. Our procedures require management to submit any proposed “related party transaction” (defined as a transaction that is required to be disclosed in our proxy statement pursuant to the requirements of Item 404(a) of Regulation S-K promulgated by the SEC) or amendment to an existing related party transaction to the Audit Committee for approval or ratification. In some cases, the matter may be determined by the chairperson of the Audit Committee. In considering whether to approve a given transaction, the Audit Committee (or chairperson) must consider:

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Transactions with Related Persons

The Bank and its subsidiaries have entered into lending transactions in the ordinary course of business with our executive officers, directors, nominees, and their associates, and they expect to have such transactions in the future. Such transactions have been on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the same time for comparable transactions with others and have not involved more than the normal risk of collectibility or presented other unfavorable features. From time to time, the Bank and its broker-dealer subsidiaries (either as agent or as principal) may engage in securities transactions with, and the Bank and its subsidiaries have other banking transactions (including but not limited to deposit accounts and loan-related interest rate swaps) with, our executive officers, directors, nominees and their associates in the ordinary course of business on terms substantially similar to those available to members of the general public. Our executive officers and directors do not derive any special benefits from such transactions.

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STOCK OWNERSHIP INFORMATION

As of December 31, 2009, there were 7,340 shareholders of record of our common stock. To our knowledge, there were two persons who owned beneficially, as that term is defined by Rule 13d-3 of the Securities Exchange Act of 1934, more than five percent (5%) of our common stock as of December 31, 2009. Certain information concerning beneficial ownership of our common stock by those persons as of December 31, 2009 is set forth in the following table:

Security Ownership of Certain Beneficial Owners

The information in the table above with respect to BlackRock, Inc. is based on information set forth in Schedule 13G, filed with the Securities and Exchange Commission on January 29, 2010 by BlackRock, Inc., 40 East 52nd Street, New York, NY 10022. According to this Schedule 13G, BlackRock has sole voting power and sole dispositive power with respect to all 11,220,801 shares it beneficially owns.

The information in the table above with respect to T. Rowe Price Associates, Inc. (“TRP”) is based on information set forth in Schedule 13G, filed with the Securities and Exchange Commission on February 11, 2010 by TRP, 100 E. Pratt Street, Baltimore, Maryland 21202. According to this Schedule 13G, TRP has sole voting power with respect to 2,570,376 shares and sole dispositive power with respect to 15,536,236 shares.

The following table sets forth certain information as of December 31, 2009 concerning beneficial ownership of our common stock by each director and nominee, each executive officer named in the Summary Compensation Table, and the directors and executive officers as a group:

Security Ownership of Management

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VOTE ITEM NO. 1—ELECTION OF DIRECTORS

Prior to the 2008 annual meeting, the Board of Directors was divided into three classes. At the 2008 annual meeting, the shareholders voted to amend our Charter to eliminate the classified board and decrease the term of office of each director from three years to one year; however, these changes did not shorten the term of any incumbent director. Therefore, the Board of Directors proposes the election of only eight directors, Messrs. Carter, Emkes, Jordan, Martin, Rose, Sansom and Yancy and Ms. Palmer, at the 2010 annual meeting to hold office until the 2011 annual meeting of shareholders or until their successors are duly elected and qualified. Messrs. Emkes, Jordan, Martin, and Sansom and Ms. Palmer are currently serving one-year terms that expire at the 2010 annual meeting. Messrs. Carter, Rose and Yancy were formerly Class II directors whose three-year terms expire at the 2010 annual meeting, and Messrs. Cooper, Haslam and Reed were formerly Class III directors whose three-year terms expire at the 2011 annual meeting. Beginning at the 2011 annual meeting, all directors will be elected to serve terms of one year or until their successors are duly elected and qualified. If any nominee proposed by the Board of Directors is unable to accept election, which the Board of Directors has no reason to anticipate, the persons named in the enclosed form of proxy will vote for the election of such other persons as directed by the Board, unless the Board decides to reduce the number of directors pursuant to the Bylaws.

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The Board and the Nominating & Corporate Governance Committee regularly assess the composition of the Board as a whole and the contributions of each director. The Nominating & Corporate Governance Committee’s charter assigns to that Committee the duty to identify individuals believed to be qualified to become Board members, and to recommend to the Board the individuals to stand for election or reelection as directors. In nominating candidates, the Committee may take into consideration such factors as it deems appropriate, including personal qualities and characteristics, experience, accomplishments and reputation in the business community; current knowledge and contacts in the communities in which the Corporation does business and in the Corporation’s industry or other industries relevant to the Corporation’s business; diversity of viewpoints, background, experience and other demographics; ability and willingness to commit adequate time to Board and committee matters; and the fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective and responsive to its duties and responsibilities and the needs of the Corporation.

In addition, at each of its regularly scheduled meetings, the Nominating & Corporate Governance Committee reviews the composition of the Board as a whole, considering the mix of skills and experience that directors bring to the Board, and evaluates Board composition in light of the company’s then-current business needs as well as applicable legal, regulatory and NYSE requirements. Among the areas considered by the Committee are each director’s independence under the NYSE listing standards; experience, including experience as a public company officer or director and as a chief executive officer; primary area of business expertise; geographical markets experience; and projected retirement date. In accordance with the requirements of the National Bank Act and the Corporation’s renewed focus on its core banking franchise in Tennessee, the Committee also considers the proportion of directors who reside in Tennessee (or within 100 miles of Memphis). In light of this review, the Committee assesses whether the Board has the necessary tools to perform its oversight functions effectively and recommends, as appropriate, new nominees for consideration by the Board. The Board, with oversight provided by the Committee, also conducts an annual self-evaluation that includes an evaluation of whether Board members have the right expertise, background and skills to be effective and responsive to their duties and responsibilities.

The Nominating & Corporate Governance Committee also conducts annual individual director evaluations. To facilitate these evaluations, the Board has adopted a Statement of Expectations of Directors. The Statement of Expectations contains specific activities and conduct each director should engage in or adhere to and includes consideration of each director’s background, expertise and skills. The Statement of Expectations is provided to each new director at the time of orientation and to all directors once a year. Each year, the Nominating and Corporate Governance Committee conducts evaluations against the Statement of Expectations of the performance of each director prior to determining whether to recommend him or her to the Board for renomination.

Set forth below are the particular experience, qualifications, attributes or skills that led the Board to conclude that each nominee and incumbent director should serve as a director of First Horizon, as well as the age, current principal occupation (which has continued for at least five years unless otherwise indicated), name and principal business of the organization in which his or her occupation is carried on, directorships in other reporting companies (including those held within the last five years but not currently held), and year first elected to our Board. All of our directors are also directors of the Bank. Director committee appointments are disclosed in a table on page 9 in the “Corporate Governance and Board Matters—Composition of Board Committees” section of this proxy statement above.

NOMINEES FOR DIRECTOR
Term Expiring at 2011 Annual Meeting

ROBERT B. CARTER (50) is Executive Vice President—FedEx Information Services and Chief Information Officer of FedEx Corporation, a provider of transportation, e-commerce and business services. He was Executive Vice President and Chief Information Officer of FedEx from June 2000 to January 2007. Mr. Carter serves as a director of one other public company, Saks Incorporated. He was elected as a director of First Horizon in 2007. Mr. Carter is independent under the NYSE listing standards. He has extensive experience in the field of information technology and, in his current position as FedEx’s CIO, has the experience of serving as a public company executive officer. His service on the Human Resources and Compensation and Corporate Governance Committees of Saks has enhanced his knowledge of the governance of public companies and the compensation of their executive officers. He also serves on the board of a non-profit organization.

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MARK A. EMKES (57) retired, effective February 28, 2010, as the Chairman, Chief Executive Officer and President of Bridgestone Americas, Inc. and as a director of its parent company, Tokyo-based Bridgestone Corporation, a worldwide tire and rubber manufacturer. Mr. Emkes is a director of one other public company, Greif, Inc., and was elected as a director of First Horizon by the Board of Directors on November 19, 2008. Mr. Emkes is independent under the NYSE listing standards. He has wide-ranging experience in retailing, wholesaling and manufacturing as well as experience with the various matters, including finance and accounting, employee matters, mergers and acquisitions, risk assessment, civic affairs, and government relations, associated with being the CEO of a large subsidiary of a public company. He serves on Greif’s Compensation Committee, and that service has enhanced his knowledge of public company executive compensation matters. As a resident of Nashville, his knowledge of the Nashville market fits well with our strategy of refocusing on our core banking franchise in Tennessee. He also serves on the boards of several non-profit and trade organizations.

D. BRYAN JORDAN (48) was elected by the Board of Directors as the President and Chief Executive Officer and a director of First Horizon and the Bank effective September 1, 2008. From May 1, 2007 to September 1, 2008, Mr. Jordan was the Chief Financial Officer of First Horizon and the Bank, and from 2000 to May 1, 2007, he served in various positions at Regions Financial Corporation and its subsidiary Regions Bank, including (beginning in 2002) as Senior Executive Vice President and Chief Financial Officer. Prior to 2000, he held various finance and accounting related positions at Wachovia Corporation. He has extensive experience in the banking and financial services industry and in the governance and other matters affecting public companies as well as expertise in finance and accounting. He also serves on the board of several non-profit organizations.

R. BRAD MARTIN (58) is the Chairman of RBM Venture Company, Memphis, Tennessee, a family office. He retired as Chairman of the Board of Saks Incorporated, Birmingham, Alabama, a retail merchandising company, in May 2007. Prior to January 2007, Mr. Martin was Chairman of the Board and Chief Executive Officer of Saks Incorporated, a position he had held at Saks or its predecessor companies since 1989. Mr. Martin is a director of three other public companies, Dillards, Inc., lululemon athletica inc. and Ruby Tuesday, Inc. He has also held directorships at Gaylord Entertainment Company and Harrah’s Entertainment, Inc. within the last five years although he is not serving in those positions currently. He has been a director of First Horizon since 1994. Mr. Martin is independent under the NYSE listing standards. He has expertise in retailing as well as the experiences typically associated with serving as a CEO of a public company, including finance and accounting, securities markets and compliance, corporate governance, employee matters, mergers and acquisitions, risk assessment, civic affairs, and government relations. He has served on the audit, compensation and/or nominating and corporate governance committees of several other public companies, further adding to his experience with the business and affairs of public companies. He also serves on the board of several non-profit organizations.

VICKI R. PALMER (56) is the President of The Palmer Group, LLC, Atlanta, Georgia, a general consulting firm. Between February 2004 and April 2009, she served as Executive Vice President, Financial Services and Administration, Coca-Cola Enterprises Inc. (“CCE”), Atlanta, Georgia, a bottler of soft drink products. Ms. Palmer is a director of one other public company, Haverty Furniture Companies, Inc. She has been a director since 1993. Ms. Palmer is independent under the NYSE listing standards and is an audit committee financial expert as defined in Item 407(d)(5) of SEC Regulation S-K. Additional information about the background and experiences that qualify her as an audit committee financial expert is provided under the heading “Audit Committee Financial Expert” beginning on page 10 of this proxy statement. Ms. Palmer also has experience with public company governance and financial matters, having served on the audit and governance committees at Haverty Furniture, where she has been a director since 2001. She also serves on the board of several non-profit organizations.

MICHAEL D. ROSE (68) was elected the Chairman of the Board of First Horizon and the Bank by the Board in January 2007. As of April 20, 2009, the Board adopted amendments to First Horizon’s Bylaws that made the position of Chairman of the Board a non-officer position. Previously, that position was an officer position. He served as Chairman of Gaylord Entertainment Company from April 2001 to May 2005. Mr. Rose is currently a director of three other public companies, Gaylord Entertainment Company, Darden Restaurants, Inc., and General Mills, Inc. He has also served within the last five years as a director FelCor Lodging Trust Inc. and Steinmart, Inc., although he is not serving in those positions currently. Mr. Rose has been a director of First Horizon since 1984. In the past, Mr. Rose has also served as Chairman of the Board and Chief Executive Officer of Promus Hotel Corporation and its predecessors and as Chairman of the Board of Harrah’s Entertainment, Inc. He has expertise in retailing and extensive experience on matters affecting public companies, including finance and accounting, securities markets and compliance, corporate governance, employee matters, mergers and acquisitions, risk assessment, civic affairs, and government relations. He has chaired the audit and compensation committees of

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several public companies and served on the nominating and finance committees of several companies. In addition, he has served as lead director or non-executive chairman of several public companies, further adding to his experience with the business and affairs of public companies. Mr. Rose has also served on the board of several non-profit organizations.

WILLIAM B. SANSOM (68) is Chairman of the Board and Chief Executive Officer of The H. T. Hackney Co., Knoxville, Tennessee, a wholesale food distribution firm serving the Southeast and Midwest. He is a director of two other public companies, Astec Industries, Inc. and Mid-America Apartment Communities, Inc. He also served within the last five years as a member and the Chairman of the Tennessee Valley Authority board and as a director of Martin Marietta Materials Inc., although he is not serving in those positions currently. Mr. Sansom has been a director of First Horizon since 1984. He is independent under the NYSE listing standards. Mr. Sansom has expertise in wholesaling and extensive experience in the matters involved in running a large company, including finance and accounting, corporate governance, employee matters, mergers and acquisitions, risk assessment, civic affairs, and government relations. He also has 16 years of experience in the road building and construction business. His years of service on the boards of the companies listed above (including as Chairman of TVA and on the compensation, nominating/governance and/or audit committees of the various companies listed) have given him experience in matters affecting public companies specifically. He is also currently serving on a board of a non-profit organization and has served previously on many non-profit boards, including three university boards.

LUKE YANCY III (60) is President and Chief Executive Officer of Mid-South Minority Business Council, Memphis, Tennessee, a nonprofit organization that promotes minority and women business enterprises. Prior to June 2000, Mr. Yancy was President, West Region, of AmSouth Bank and, prior to its acquisition by AmSouth in 1999, First American Bank. Mr. Yancy has been a director since 2001. He is independent under the NYSE listing standards. As CEO of Mid-South Minority Business Council, Mr. Yancy possesses extensive knowledge of the mid-south community, which lies within the footprint of our regional banking franchise. He is a board member of several non-profit organizations, including the Memphis Regional Chamber of Commerce, LeMoyne Owen College, the Memphis Sports Development Corporation, and Methodist Healthcare and has wide-ranging ties in the mid-south community.

CONTINUING DIRECTORS
Term Expiring at the 2011 Annual Meeting

SIMON F. COOPER (64) is President and Chief Operating Officer of The Ritz-Carlton Hotel Company, L.L.C. and an executive officer of its parent company, Marriott International, Inc., Bethesda, Maryland, a worldwide operator and franchisor of hotels and related lodging facilities. Mr. Cooper has been a director of First Horizon since 2005. He is independent under the NYSE listing standards. He has expertise in retailing as well as experience with the various matters, including finance and accounting, employee matters, mergers and acquisitions, risk assessment, civic affairs, and government relations, associated with being the president of a large subsidiary of a public company. He also serves on the board of two non-profit organizations.

JAMES A. HASLAM, III (56) is Chief Executive Officer of Pilot Travel Centers, LLC, Knoxville, Tennessee, a national operator of travel centers, and he is CEO of Pilot Corporation. Mr. Haslam is a director of one other public company, Ruby Tuesday, Inc. He has also served as a director of Dillards, Inc. within the last five years although he is not serving in that position currently. Mr. Haslam has been a director since 1996. He is independent under the NYSE listing standards, and his many years as the CEO of Pilot have provided him with expertise in retailing and extensive experience in the matters involved in running a large company, including finance and accounting, corporate governance, employee matters, mergers and acquisitions, risk assessment, civic affairs, and government relations. In addition, his service on the boards of Dillards and Ruby Tuesday (including on the compensation and/or nominating/governance committees of the two companies) has given him experience in matters affecting public companies specifically. He also serves on the board of several non-profit organizations.

COLIN V. REED (62) is the Chairman of the Board and Chief Executive Officer of Gaylord Entertainment Company, Nashville, Tennessee, a diversified hospitality and entertainment company. Mr. Reed was elected Chairman of the Board in May 2005 and Chief Executive Officer in May 2001. Mr. Reed is a director of one other public company, Gaylord Entertainment Company. He has also served within the last five years as a director of Rite Aid Corporation, although he is not serving in that position currently. He has been a director since 2006. Mr. Reed is independent under the NYSE listing standards, and the Board determined that he is an audit committee financial expert as defined in Item 407(d)(5) of SEC Regulation S-K, although he is not currently serving on our

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Audit Committee. Additional information about the background and experiences that qualify Mr. Reed as an audit committee financial expert is provided under the heading “Audit Committee Financial Expert” beginning on page 10 of this proxy statement. Mr. Reed has expertise in retailing as well as the experiences typically associated with serving as a CEO of a public company, including finance and accounting, securities markets and compliance, corporate governance, employee matters, mergers and acquisitions, risk assessment, civic affairs, and government relations.

The Board of Directors unanimously recommends that the shareholders vote for the election of all director nominees as described in Item No. 1.

VOTE ITEM NO. 2—APPROVAL OF AN AMENDMENT TO OUR AMENDED AND RESTATED CHARTER TO PROVIDE FOR ELECTION OF OUR DIRECTORS BY A MAJORITY OF THE VOTES CAST IN UNCONTESTED ELECTIONS

Our Board of Directors has approved, and recommends your approval of, an amendment to our Charter that would provide for election of our directors by a majority of the votes cast in uncontested elections. Our Board of Directors is currently elected by a plurality of the votes cast, which is the standard for election of directors under Tennessee law unless a company’s charter provides otherwise. In an uncontested election where plurality voting is the standard, a director need only receive one vote in favor in order to be elected. The proposed majority vote standard would not apply at any meeting of shareholders for the election of directors at which the number of nominees exceeds the number of positions on the Board of Directors to be filled by election at the meeting (a “contested election”), determined as of (a) the expiration of the time fixed under our Bylaws for advance notice of nomination of a director by a shareholder or, (b) in the absence of any such provision, a date that is fourteen (14) days in advance of the date we file our definitive proxy statement with the Securities and Exchange Commission.

Our Charter is currently silent as to the voting standard applicable to director elections. The proposed amendment would add a new Article 13 to the Charter, which would read as follows:

Except as provided in Article 12, each director shall be elected by the affirmative vote of a majority of the votes cast with respect to the director at any meeting of shareholders for the election of directors at which a quorum is present, provided that if, as of (a) the expiration of the time fixed under Section 3.6 of the Corporation’s Bylaws (or any successor provision) for advance notice of nomination of a director by a shareholder or, (b) in the absence of any such provision, a date that is fourteen (14) days in advance of the date the Corporation files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented) with the Securities and Exchange Commission, the number of nominees exceeds the number of positions on the Board of Directors to be filled by election at the meeting, the directors shall be elected by the vote of a plurality of the votes cast by the shares entitled to vote in the election at any such meeting. For purposes of this section, the “affirmative vote of a majority of the votes cast” means that the number of votes cast “for” a director exceeds the number of votes cast “against” that director.

Article 12 of the Charter provides that newly created directorships resulting from any increase in the authorized number of directors or any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification or any other cause (except removal from office) will be filled only by the Board of Directors and that any vacancies on the Board of Directors resulting from removal from office may be filled by the affirmative vote of the holders of at least a majority of the voting power of all outstanding voting stock or, if the shareholders do not so fill such a vacancy, by a majority of the directors then in office. These provisions would not be affected by the proposed majority vote standard.

In making its recommendation, the Board and the Nominating & Corporate Governance Committee considered carefully the advantages of both majority and plurality voting for directors. Majority voting carries with it the possibility of negative consequences, including (1) the failure of the CEO or another management director to be elected; (2) adverse effects on First Horizon’s ability to comply with NYSE listing standards with respect to independence, federal banking law requirements for Audit Committee members’ independence, tax and SEC requirements for Compensation Committee membership and SEC requirements regarding the audit committee financial expert; and (3) triggering of a possible “change in control” due to the failure of a majority of the directors to be elected. However, these potential negative consequences are significantly mitigated by the “holdover” rule, which is provided for by Tennessee corporate law and which cannot be varied by our Charter or Bylaws. Under the holdover rule, despite the expiration of a director’s term, the director continues to serve until a successor is elected and qualified or until there is a decrease in the number of directors. Because of this rule, if an incumbent

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director fails to receive in an uncontested election the number of votes required for re-election under a majority vote standard, he or she will remain in office until a successor is elected and qualified. A majority vote standard is perceived to provide shareholders with a more meaningful role in director elections and is considered by many investors and others to be a “best practice” in corporate governance. Consequently, the Board of Directors concluded that adoption of an amendment to our Charter to provide for election of directors by majority vote in uncontested elections is in the best interests of the Corporation and its shareholders.

In order to address the status of an incumbent director who fails to win the affirmative vote of a majority of the votes cast in an uncontested election, First Horizon intends to keep in place a slightly modified version of the director resignation policy set forth in our Corporate Governance Guidelines. This policy currently requires a director to tender his or her resignation upon receiving, in an uncontested election, a majority of the votes cast “withheld” from his or her election. The Board has adopted amendments to the Corporate Governance Guidelines, contingent upon and effective immediately following the approval of the Charter amendment by the shareholders, so that the policy would require an incumbent director to tender his or her resignation upon failing, in an uncontested election, to receive the affirmative vote of a majority of the votes cast with respect to his or her election. The remaining provisions of the policy would be left unchanged and are described under the heading “Corporate Governance and Board Matters—Introduction” beginning on page 4 of this proxy statement.

If approved by the shareholders, the amendment to our Charter will be effective upon the filing of articles of amendment to our Charter with the Secretary of State of Tennessee. First Horizon intends to make this filing promptly after approval of the proposal at the annual meeting. In addition, the Board has made conforming changes to the Bylaws to eliminate references to plurality voting; however, since Tennessee law provides for plurality voting unless a company’s charter provides otherwise, our directors will continue to be elected by a plurality of the votes cast until the first meeting after the shareholders approve the charter amendment discussed in this vote item. If the proposed amendment is not approved, the Board of Directors will continue to be elected by a plurality of the votes cast, and the amendments to our director resignation policy in our Corporate Governance Guidelines described above will not take effect.

The Board of Directors unanimously recommends that the shareholders vote for Item No. 2.

VOTE ITEM NO. 3—APPROVAL OF AMENDMENTS TO OUR 2003 EQUITY COMPENSATION PLAN, AS AMENDED, AND RE-APPROVAL OF THE PLAN IN ITS ENTIRETY

General. The 2003 Equity Compensation Plan was adopted by the Board of Directors and approved by our shareholders in 2003. In 2006, an amendment to the 2003 Plan to increase the maximum number of shares which could be issued with respect to awards and to increase the maximum number of shares of that total which could be issued with respect to awards other than options was approved by the Board and the Compensation Committee and then by our shareholders. The 2003 Plan was also amended several times by the Board between 2006 and 2010 to make administrative changes and changes related to regulatory and tax compliance. In January and March 2010, our Board of Directors and the Compensation Committee adopted and approved amendments to the 2003 Equity Compensation Plan (as amended to date, the “2003 Plan”) which increase (1) the maximum number of shares which may be issued with respect to awards under the 2003 Plan from 9,732,773 to 12,732,773 and (2) the maximum number of shares of that 12,732,773 which may be issued with respect to awards other than options from 5,496,153 to 8,496,153, all subject to the approval of our shareholders. (All plan limits have been adjusted to reflect all stock dividends through April 1, 2010.) In addition, the Board and the Compensation Committee adopted several amendments that are intended to implement certain best practices for equity compensation plans, subject again to the approval of our shareholders. These proposed amendments are summarized below.

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Under this vote item, shareholders are being asked to approve the amendments to the 2003 Plan described above. Shareholders are also being asked to re-approve the 2003 Plan in its entirety, for the purpose of extending and fully optimizing our ability to deduct for tax purposes the cost of certain awards provided under or in connection with the 2003 Plan. The 2003 Plan is attached to this proxy statement as Appendix A.

The Board of Directors believes that stock-based awards are an essential tool that helps First Horizon to attract and retain outstanding employees and non-employee directors and motivate them to succeed. Stock awards align employees’ interests directly with those of First Horizon’s shareholders because the value of the stock-based awards is directly linked to the market value of our common stock. Stock-based awards also provide critical reinforcement of the values of ownership and teamwork that are an integral part of our FirstPower culture. The Board of Directors believes that increasing the number of shares available under the 2003 Plan would provide the Corporation with a sufficient number of shares to continue its stock-based incentive programs effectively through the end of 2012. As of December 31, 2009, 4,316,419 shares of restricted stock, restricted stock units, performance restricted stock and performance stock units had been awarded under the 2003 Plan, options to purchase an aggregate of 6,791,301 shares of common stock had been awarded under the 2003 Plan, of which 3,557,628 remain outstanding, and there was a total of 2,267,073 shares available for future grant under the 2003 Plan, 1,754,292 of which were available for awards other than options. All of the foregoing share figures reflect adjustment for stock dividends through January 4, 2010 and do not reflect the 1.4561% stock dividend payable April 1, 2010.

Current tax regulations under Section 162(m) of the Internal Revenue Code provide that First Horizon’s shareholders must re-approve the 2003 Plan every five years in order to maximize our ability to deduct for tax purposes the cost of certain awards provided under or in connection with the plan. Shareholders last approved the 2003 Plan in its entirety at the 2006 annual meeting of shareholders, and that approval will cease to be effective at the 2011 annual meeting. Re-approval of the plan in its entirety at the 2010 annual meeting will ensure that First Horizon’s ability to deduct for tax purposes the cost of certain awards under the plan is optimized and avoid the necessity of seeking additional shareholder approval before it would otherwise be needed.

The following is a summary of the material features of the 2003 Plan (as amended to date) and it and the above summary are qualified in their entirety by reference to the complete text of the 2003 Plan.

Purpose of the 2003 Plan. The purpose of the 2003 Plan is to promote the interests of First Horizon by attracting, retaining and motivating officers, employees and non-employee directors of First Horizon and its subsidiaries by means of performance-related incentives designed to achieve long range performance goals and linking their compensation to the long-term interests of shareholders. All officers, employees and non-employee directors of First Horizon and its subsidiaries and all “regional board members” (as defined under the 2003 Plan) are eligible to receive awards under the 2003 Plan. Awards may consist of grants of options, restricted stock, restricted stock units, performance awards, and stock appreciation rights, or any combination thereof. As of December 31, 2009, First Horizon and its subsidiaries had approximately 1,282 officers, 5,739 employees and 10 non-employee directors, and there were approximately 127 regional board members.

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Administration. The Board has appointed First Horizon’s Compensation Committee to administer the 2003 Plan. Committee eligibility requirements are described in Section 2 of the 2003 Plan. The members of the Committee may be removed by the Board at its discretion. The Board, in its discretion, may also administer the 2003 Plan and, in such a case, has all of the rights, powers and authority of the Committee.

Subject to certain limitations, the Committee has the power and authority in its discretion to, among other things, (i) select the persons to whom awards will be made, (ii) determine the type, timing, terms and conditions of any awards, including the number of shares of common stock subject to any award, (iii) interpret and administer the 2003 Plan and any instrument or agreement relating to the 2003 Plan or any awards granted pursuant to the 2003 Plan, and (iv) establish, amend, suspend or waive such rules and regulations as it shall deem appropriate for the proper administration of the 2003 Plan.

Notwithstanding the immediately preceding paragraph, only the Board has the power and authority to make awards to non-employee directors and to determine the type, timing, terms and conditions of those awards.

Amendment. The Board may amend, alter, modify, suspend, discontinue or terminate the 2003 Plan at any time, except that the Board may not amend the 2003 Plan in violation of any law. However, no such action may materially prejudice the rights of any holder of an award that was granted prior to the date of such action, without the consent of such holder. In addition, the NYSE listing standards require certain amendments to equity compensation plans like the 2003 Plan to be approved by shareholders.

Maximum Number of Shares Available; Adjustments. Subject to adjustment as described below, the maximum number of shares of common stock which may be issued with respect to awards is currently 9,732,773 of which no more than 5,496,153 may be issued with respect to awards other than options, and no participant may, in any calendar year, receive options and SARs with respect to more than 572,513 shares of common stock. The maximum annual number of shares of common stock in respect of which all performance-based awards (whether restricted stock, restricted stock units or performance awards) may be granted to a participant under the 2003 Plan is 114,500 and the maximum annual amount of any awards settled in cash to a participant under the 2003 Plan is $4,000,000.

If the amendments to the 2003 Plan are approved, the maximum number of shares of common stock which may be issued with respect to awards will be 12,732,773, of which no more than 8,496,153 may be issued with respect to awards other than options. In addition, for grants made after approval of the amendments, the limit of 114,500 on the maximum annual number of shares in respect of performance-based awards (which consist of restricted stock, restricted stock units and performance awards) that can be granted to an individual participant will be replaced with a limit of 200,000 on the maximum annual number of shares in respect of such awards that can be paid to an individual participant. Thus the amendment will change the current limit on certain grants to participants to a limit on the payment (not vesting) of such awards to a participant in any particular year. For example, the amendment could affect the payment of awards in connection with acceleration events like death, disability, retirement and a change in control, when the amendment would limit the payment of shares in respect of performance-based awards in any given year to 200,000. The maximum annual amount of any awards paid in cash to a participant under the 2003 Plan will remain $4,000,000. However, awards will not be affected by either the limit of 200,000 or the $4,000,000 limit solely because, singly or in combination with other awards, they might be paid in amounts exceeding those limits; awards will be affected by the limits only to the extent they require payment in excess of either of the limits based on actual events. If in any case either of the foregoing limits is exceeded based on actual events, one or all of the affected awards shall be extended, limited, reduced, or otherwise modified so as to comply with the limits, all as determined by the Committee or its delegate.

The maximum number of shares of common stock available for awards under the 2003 Plan, the number of shares of common stock covered by each outstanding award, the number of shares of common stock that may be subject to awards to any one participant and the price per share of common stock covered by each outstanding award shall be proportionately adjusted for any increase or decrease in the number of issued shares of common stock resulting from a stock split, reverse stock split, stock dividend, recapitalization, combination or reclassification of the common stock, and may be proportionately adjusted, as determined by the Board in its sole discretion, for any other increase or decrease in the number of issued shares of common stock effected without receipt of consideration by First Horizon, or to reflect any distributions to holders of shares of common stock other than regular cash dividends.

In October 2008, First Horizon began to pay a quarterly stock dividend to its shareholders. All share limit amounts under the 2003 Plan described above have been adjusted to reflect stock dividends through April 1, 2010.

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The 2003 Plan allows the company, in the event of a stock dividend paid or payable at a rate of 10% or less, to defer any required adjustment to an award until administratively practicable, to make a single adjustment that would have the same cumulative effect as having made adjustments for all such stock dividends and to make certain informal adjustments with respect to option and stock appreciation rights. The plan also allows the Compensation Committee to approve different rounding methods for different award types and for different award tranches or sizes within any single type.

If any shares of common stock covered by an award are forfeited, or if such award is settled for cash or otherwise terminates, expires unexercised or is cancelled without delivery of such shares, such shares of common stock (or portion thereof) will again be available for issuance under the 2003 Plan. If any option or other award granted under the 2003 Plan is exercised through the delivery of shares of common stock by a participant or if withholding tax liabilities arising from such award are satisfied by the withholding of shares of common stock by First Horizon from the total number of shares that would otherwise have been delivered to the participant, the number of shares of common stock available for awards under the 2003 Plan is increased by the number of shares so surrendered or withheld.

On February 26, 2010, the closing price of the common stock on the New York Stock Exchange was $12.80 per share.

Forfeiture and Reimbursement in the Context of Misconduct

The 2003 Plan has been amended to include compensation clawback provisions, which give First Horizon the flexibility to require repayment or forfeiture of compensation that was paid or granted based on incorrect data. For performance awards granted prior to July 15, 2008 having any performance period beginning on or after January 1, 2008, in the event of a material restatement of First Horizon’s financial statements, the plan provides that the company may cause or seek the forfeiture of all or any portion of any performance award and/or the reimbursement by any participant to the company of all or any portion of any performance award paid to the participant where (1) the amount or payment of the performance award was predicated upon the achievement of financial results of the company (including any financial reporting segment or unit) or any subsidiary that were subsequently the subject of a material restatement; (2) the Board or the Committee concludes in good faith that the participant engaged in fraud or intentional misconduct that was a material cause of the need for the restatement; and (3) a lower payment or no payment would have been made to the participant based directly or indirectly upon the restated financial results.

For performance awards granted on or after July 15, 2008 having performance periods beginning on or after January 1, 2008, First Horizon may cause or seek the forfeiture of all or any portion of a performance award held by a participant, and/or the reimbursement by a participant to the company of all or any portion of a performance award paid to the participant, where the Board or the Committee concludes in good faith that the participant engaged in fraud or other intentional, knowing, or willful misconduct in connection with the performance of his or her duties as an officer or employee of the company or of any of its subsidiaries.

The clawback provisions in the 2003 Plan are supplemented by the Compensation Recovery Policy adopted by the Board in 2009. That policy creates new company-wide compensation clawback provisions, gives First Horizon the flexibility to require repayment or forfeiture of compensation that was paid or granted based on incorrect data and is compliant with the U.S. Treasury Department’s TARP program, in which First Horizon participates.

Types of Awards

Options. The Committee may grant options to purchase a specified number of shares of common stock. Options granted under the 2003 Plan will not qualify as “incentive stock options” under Section 422 of the Tax Code. The number of shares of common stock subject to any grant of options, the exercise price and all other conditions and limitations applicable to the exercise of any options will be determined by the Committee. Notwithstanding the preceding sentence, except in limited circumstances described in the 2003 Plan, the exercise price of an option may not be less than 100% of the fair market value of the shares of common stock with respect to which the option is granted on the date of such grant. If the amendments to the 2003 Plan are approved, the provisions that previously allowed granting of options and stock appreciation rights at less than fair market value in limited circumstances will be deleted. No option shall be exercisable after the expiration of ten years from the date such option was granted.

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Restricted Stock and Restricted Stock Units. Awards of restricted stock and restricted stock units are grants of common stock or stock units that are subject to a risk of forfeiture or other restrictions that lapse upon the occurrence of certain events and the satisfaction of certain conditions, as determined by the Committee in its discretion. The value of a restricted stock unit must equal the fair market value of one share of common stock on the date of the grant. Any awards of restricted stock or restricted stock units will be subject to such conditions, restrictions and contingencies as the Committee determines. Restricted stock units are payable, at the Committee’s discretion, in cash, shares of common stock, other securities or other property.

Performance Awards. The Committee may, in its discretion, grant a performance award consisting of a right that is denominated in cash and/or shares of common stock, valued in accordance with the achievement of certain performance goals during certain performance periods as determined by the Committee, and payable at such time and in such form as the Committee shall determine. In determining the performance goals applicable to any performance award, the Committee must select one or a combination of the following financial performance measures of First Horizon, its subsidiaries, or any operating unit, division, line of business, department, team or business unit thereof: stock price; dividends; total shareholder return; earnings per share; price/earnings ratio; market capitalization; book value; total revenues or any subset of revenues specified by the Committee; total expenses or any subset of expenses specified by the Committee; any measure netting revenues or any subset against expenses or any subset; loans; deposits; non-interest income; net interest income; fee income; operating income before or after taxes; net income before or after taxes; net income before securities transactions; net or operating income excluding non- recurring charges; return on assets; return on equity; return on tangible common equity; return on capital; cash flow; credit quality; service quality; market share; customer retention; efficiency ratio; strategic business objectives, consisting of one or more objectives based on meeting specified cost targets, business expansion goals and goals relating to acquisitions or divestitures; and except in the case of a “covered officer” (as defined under the 2003 Plan), any other performance criteria established by the Committee. Each goal may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons based on internal targets, the past performance of First Horizon (consolidated or unconsolidated) and/or the past or current performance of other companies, the performance of other companies over one or more years or an index of the performance of other companies, markets or economic metrics over one or more years, and in the case of earnings-based measures, may use or employ comparisons relating to capital, shareholders’ equity and/or shares of common stock outstanding, or to assets or net assets.

The Committee may also grant restricted stock and restricted stock units to “covered officers” (as defined under the 2003 Plan) that vest or become exercisable upon the achievement of certain performance goals specified by the Committee, subject to the limitations described in the immediately preceding paragraph.

Stock Appreciation Rights. Stock appreciation rights (“SARs”) may be granted under the 2003 Plan. Upon exercise of an SAR, the participant will be entitled to receive the excess of the fair market value on the exercise date of the common shares underlying the SAR over the aggregate base price applicable to such shares; provided that the base price per share may not be less than the fair market value of such shares on the grant date. Distributions to the participant may be made in common stock, in cash, or in a combination of stock and cash, as determined by the Committee or the Board.

Change in Control. In 2007, after a review of all change in control features in our plans and programs, we amended the 2003 Plan to provide a double-trigger standard for change in control benefits, which means that in order for a grantee of an award to receive a change in control benefit under the plan, a change in control event must occur and the grantee of the award must be terminated or experience a significant job reduction. If the double trigger standard is met, all awards outstanding under the 2003 Plan will vest, become immediately exercisable or payable or have all restrictions lifted, as the case may be. The 2007 amendments were applied only to new awards granted after the amendments, and outstanding awards generally were not amended due to legal, tax, and accounting concerns. Therefore, upon a change in control, awards outstanding under the 2003 Plan prior to the 2007 amendments will vest, become immediately exercisable or payable or have all restrictions lifted, as the case may be.

The 2003 Plan grants the Committee the authority to depart in specific award agreements from the definition of a change in control set forth in the plan. The Committee has never exercised that authority, and the Committee voted at its February 2010 meeting that it does not intend to exercise that authority in the future.

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Effect of Termination of Employment. The Committee has discretion to determine the terms and conditions that will apply to any outstanding award upon the “termination of employment” (as defined under the 2003 Plan) of a participant, and such terms and conditions will be set forth in an Award agreement.

Federal Income Tax Consequences

The following is a summary of the current federal income tax treatment related to grants of awards under the 2003 Plan. This summary is not intended to, and does not, provide or supplement tax advice to participants. Participants in the 2003 Plan are advised to consult with their own independent tax advisors with respect to the specific tax consequences that, in light of their particular circumstances, might arise in connection with their receipt of any awards under the 2003 Plan, including any state or local tax consequences and the effect, if any, of gift, estate and inheritance taxes.

A series of technical provisions with respect to certain awards involving deferred compensation were added to the 2003 Plan in 2007 in order to ensure the plan’s compliance with Section 409A of the Internal Revenue Code. For example, the ability of grantees of affected awards to accelerate payments was eliminated except as permitted by the regulations adopted under Section 409A. These technical provisions are all reflected in the copy of the 2003 Plan attached at Appendix A.

Options. No taxable income is realized by a participant upon the grant of an option under the 2003 Plan. Upon exercise of an option granted under the 2003 Plan, the participant would include in ordinary income an amount equal to the excess, if any, of the fair market value of the shares of common stock issued to the participant pursuant to such exercise (the “Option Shares”) at the time of exercise over the purchase price. First Horizon would be entitled to a deduction on exercise of the option for the amount includible in the participant’s income.

Restricted Stock. No taxable income is realized by a participant upon the award of restricted common stock. Prior to the lapse of restrictions on such shares, any dividends received on such shares will be treated as ordinary compensation income. Upon the lapse of restrictions, the participant would include in ordinary income the amount of the fair market value of the shares of common stock at the time the restrictions lapse.

Section 83(b) of the Tax Code allows participants to make an election (an “83(b) election”) within 30 days after receipt of restricted common stock to take into income in the year the restricted common stock is transferred by First Horizon to such participant an amount equal to the fair market value of the restricted common stock on the date of such transfer (as if the restricted stock were unrestricted). If such election is made, the participant (i) will have no taxable income at the time the restrictions actually lapse, (ii) will have a capital gains holding period beginning on the transfer date and (iii) will have dividend income with respect to any dividends received on such shares. If the restricted common stock subject to the 83(b) election is subsequently forfeited, the participant is not entitled to a deduction or tax refund. First Horizon’s long-standing practice has been to prohibit participants from making 83(b) elections.

Any appreciation or depreciation in such shares from the time the restrictions lapse (or the 83(b) election is made) to their subsequent disposition should be taxed as a short-term or long-term gain or loss, as the case may be. First Horizon would be entitled to a federal income tax deduction for the year in which the participant realizes ordinary income with respect to the restricted common stock in an amount equal to such income.

Restricted Stock Units. No taxable income will be realized by a participant upon the grant of restricted stock units and no taxable income will be realized at the times the restricted stock units vest. At the time payment is made with respect to restricted stock units granted under the 2003 Plan, the participant will realize ordinary income in an amount equal to the cash received or the fair market value of the shares of common stock received. First Horizon would be entitled to a deduction at the time of payment in an amount equal to such income.

Stock Appreciation Rights. A participant does not recognize ordinary income upon the receipt of a stock appreciation right under the 2003 Plan. Upon exercise of the stock appreciation right and receipt of cash or unrestricted stock, the participant would recognize ordinary income in an amount equal to the payment received or the fair market value of the unrestricted stock. First Horizon would be entitled to a deduction at the time of payment in an amount equal to such income.

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Plan Benefits Table

The following table sets forth the aggregate number of shares of conventional restricted stock, restricted stock units, performance stock units, and long-term incentive units granted to the listed individuals and groups under the 2003 Plan during calendar year 2009, along with the dollar value of those awards. The awards are of four major types and are valued very differently from each other, as described in footnote (2) to the table. The table does not report amounts paid, earned, or vested in 2009. The table merely reports grants made during the year, without annualizing in the case of the several multi-year grants and without any discount for the risk that performance criteria may not be satisfied in the case of performance awards.

Conventional Restricted Stock. In 2009 the normal executive equity package consisted of a mix of conventional restricted stock (40%) and PSUs (60%), and the normal non-executive management equity package consisted of a mix of conventional restricted stock (40%) and LTIs (60%). Mr. Jordan received his entire 2009 equity package in the form of PSUs. In early 2009 Mr. Jordan also received an award of restricted stock in recognition of his promotion to CEO in 2008. Mr. Gusmus received a special retention-oriented restricted stock award in 2009 and did not receive the normal equity package. Conventional restricted stock was also awarded in the form of new hire grants and special awards to certain non-executive management employees.

Performance Stock Units. All performance stock units, or PSUs, are performance-based, meaning that eventual payout may be higher or lower than the accounting values used in the table above. The PSU payout may be zero. For purposes of the above table, PSU amounts are included at their original accounting valuations and have not been reduced for actual or expected zero payouts. PSUs may be settled with shares or in cash based on the value

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of shares at vesting depending upon terms established by the Compensation Committee and plan limitations. In 2009 PSUs were granted to executives as part of the normal executive equity package as described in the previous paragraph.

Restricted Stock Units. In 2009, certain non-employee directors received RSUs. Additional information on the RSU grants to non-employee directors is provided in note (c) to the Director Compensation for 2009 table beginning on page 76 of this proxy statement. Non-employee directors did not receive any other type of award under the 2003 Plan. A limited number of non-executive management employees also received a retention grant of RSUs in 2009.

Long-Term Incentive Units. LTIs are performance-based units which pay $10 per unit in cash if the performance goal is achieved and the service-vesting requirements are met. In 2009 LTIs were granted to non-executive management employees as part of the normal non-executive management equity package as described under “Conventional Restricted Stock” above.

The Board of Directors unanimously recommends that the shareholders vote for Item No. 3.

Equity Compensation Plan Information

The following table provides information as of December 31, 2009 with respect to shares of First Horizon common stock that may be issued under our existing equity compensation plans, including the following plans:

Of the 13,344,434 compensatory options outstanding at December 31, 2009, approximately 38% were issued in connection with employee and director cash deferral elections. The Corporation received approximately $27.8 million in employee cash deferrals and $2.6 million in non-employee director and advisory board retainer and meeting fee deferrals. The opportunity to defer portions of their compensation in exchange for options has not been offered to employees, directors or advisory board members with respect to compensation earned at any time since January 1, 2005.

The following table includes information with respect to shares subject to outstanding options granted under equity compensation plans that are no longer in effect. Footnotes (2) and (5) to the table set forth the total number of shares of First Horizon common stock issuable upon the exercise of options under the expired plans as of December 31, 2009. No additional options may be granted under those expired plans.

The numbers of shares covered by stock options, as well as the option prices, reported in the following table have been adjusted proportionately to reflect the estimated economic effects of quarterly dividends paid in common stock effective from October 1, 2008 through January 4, 2010. The cumulative compound adjustment factor related to those six dividends is 12.8599%. For administrative reasons outstanding options have not been formally adjusted at this time; however, administrative action has been taken which in most cases will provide the same economic and dilutive effect as an adjustment if and when affected options are exercised.

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In the table, column C shows the number of shares available for future award grants under the plans indicated at December 31, 2009, assuming eventual full exercise or issuance of all shares covered by awards outstanding on that date. Shares covered by outstanding options are shown in column A. A total of 3,842,338 shares are covered by outstanding awards other than options, including 3,629,916 under plans approved by shareowners and 212,423 under plans not approved by shareowners.

The information in the table above and surrounding text generally is presented as of December 31, 2009. Several important events have occurred or will occur by the time of the annual meeting which will affect that information: the Executive Plan will expire, which means that no new options may be granted under it; regular annual 2010 awards were made to executives and certain senior officers, none of which were options and all of which were made under the 2003 Plan; performance equity awards made in 2007 under the 2003 Plan forfeited due to failure to meet performance goals; a significant number of outstanding options are scheduled to expire and are likely to expire unexercised because their option prices exceed $15 per share; and a stock dividend will be distributed on April 1 at the rate of 1.4561%. Based on the assumption that these events occur as mentioned above, and ignoring option exercises, forfeitures, unscheduled expirations, and other unscheduled events occurring after February 26, 2010 the following would be true on April 20, 2010:

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Description of Equity Compensation Plans Not Approved by Shareholders

The 1997 Plan. The 1997 Plan was adopted by the Board of Directors on April 16, 1996 and expired in April 2007. The 1997 Plan provided for granting of nonqualified stock options.

Options were granted under the 1997 Plan prior to its expiration in April 2007 to substantially all our then-current employees pursuant to our FirstShare and management option programs. The FirstShare program was a broad-based employee plan, where all employees (except management level employees) received a stock option award annually. Grants were last made under the FirstShare program in April 2006. Terms of the FirstShare options included vesting 100 percent after three years and a term of 10 years. Management level employees received annual stock option awards under the 1997 Plan pursuant to the management option program. Terms of the management options included vesting 50 percent after 3 years and 50 percent after 4 years, unless a specified stock price is achieved within the 3 year period, and a term of 7 years. In addition to the above, prior to 2005 certain employees could elect to defer a portion of their annual compensation into stock options under the 1997 Plan. These options vested after 6 months and have a term of 20 years. The options vest on an accelerated basis in the event of a change in control of First Horizon. All options granted under the 1997 Plan have an exercise price equal to the fair market value on the date of grant. Notwithstanding the above, under our deferred compensation stock option program, the option price per share may be less than 100 percent of the fair market value of the share at the time the option is granted if the employee has entered into an agreement with the Corporation to receive a stock option grant in lieu of compensation and the amount of compensation foregone when added to the cash exercise price of the options equals at least the fair market value of the shares on the date of grant. The deferred compensation stock option program has not been effective since January 2005.

As of December 31, 2009, options covering 8,156,661 shares of First Horizon common stock were outstanding under the 1997 Plan, no shares remained available for future option grants, and options covering 19,256,629 shares had been exercised during the life of the plan. Of the options outstanding under the 1997 Plan, approximately 51% were issued in connection with employee cash deferral elections. The Corporation received approximately $22.5 million in cash deferrals to offset a portion of the exercise price. The 1997 Plan was filed as Exhibit 10.2(d) in our Form 10-Q for the quarter ended June 30, 2009.

The Advisory Board Plans. The Advisory Board Plans were adopted by the Board of Directors in October 2001, December 1996 and January 1991. The 2002 Advisory Board Plan was terminated in 2005, and the 1996 and 1991 plans expired in 2002 and 1997, respectively.

Options granted under the Advisory Board Plans were granted only to regional and advisory board members, or to directors of certain bank affiliates, in any case who were not employees. The options were granted in lieu of the participants receiving retainers or attendance fees for bank board and advisory board meetings. The number of shares subject to grant equaled the amount of fees/retainers earned divided by one half of the fair market value of one share of common stock on the date of the option grant. The exercise price plus the amount of fees foregone equaled the fair market value of the stock on the date of the grant. The options were vested at the grant date. Those granted on or prior to January 2, 2004 have a term of 20 years, while those granted on or after July 1, 2004 have a term of 10 years.

As of December 31, 2009, options covering 65,331 shares of First Horizon common stock were outstanding under the Advisory Board Plans, zero shares remained available for future option grants, and options covering 192,321 shares had been exercised during the life of the plan.

The Advisory Board Plans are included as Exhibits 10.1(f), 10.1(g) and 10.1(h) to our Form 10-Q for the quarter ended June 30, 2009.

VOTE ITEM NO. 4—ADVISORY PROPOSAL ON EXECUTIVE COMPENSATION

Since 2007, in the midst of a challenging operating environment for financial institutions and difficult overall economic conditions, First Horizon has made significant changes in its executive leadership team, undertaken a major refocusing of its business strategy, made considerable progress tackling credit issues, and invested in the infrastructure of its core banking business to prepare for future growth, all while maintaining loss reserves and

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capital ratios that were very high relative to our peers by both historical and current industry standards. This fundamental re-shaping of our company has been and continues to be dependent on the attraction and retention of key employees.

Although compensation tools and programs inevitably must be adjusted as conditions change, the company’s compensation policies and philosophies are designed to align with business objectives, performance and shareholder value, while enabling the company to attract, retain, incentivize and reward individuals who contribute to the long-term success of the company. The Compensation Discussion and Analysis beginning on page 39 of this proxy statement provides a detailed discussion of 2009 compensation for our executive officers. We encourage you to review closely both that section and the tabular disclosure which follows it.

Section 111(e) of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009, requires that any participant in the Troubled Asset Relief Program (TARP) include in its proxy statement a non-binding shareholder advisory vote on the compensation of its named executive officers, as that compensation is disclosed in the proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and any related material. As a participant in the TARP, we are including the resolution set forth below for a non-binding advisory vote by our shareholders in compliance with Section 111(e). This advisory vote, commonly known as a “say on pay” proposal, gives our shareholders the opportunity to endorse or not endorse our executive pay program.

“RESOLVED, that the holders of the common stock of First Horizon National Corporation (“Company”) approve the compensation of the Company’s executive officers named in the Summary Compensation Table of the Company’s proxy statement for the 2010 annual meeting of shareholders as such compensation is disclosed in such proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the executive compensation tables and the related disclosure contained in the proxy statement.”

Because your vote is advisory, it will not be binding upon the Board, and the vote on this item will not be construed as overruling a Board decision or as creating or implying any additional fiduciary duty by the Board. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

The Board of Directors unanimously recommends that the shareholders vote for Item No. 4.

VOTE ITEM NO. 5—RATIFICATION OF APPOINTMENT OF AUDITORS
Appointment of Auditors for 2010

KPMG LLP audited our annual financial statements for the year 2009. The Audit Committee has appointed KPMG LLP to be our auditors for the year 2010. Although not required by law, regulation or the rules of the New York Stock Exchange, the Board has determined, as a matter of good corporate governance and consistent with past practice, to submit to the shareholders as Vote Item No. 5 the ratification of KPMG LLP’s appointment as our auditors for the year 2010, with the recommendation that the shareholders vote for Item No. 5. Representatives of KPMG LLP are expected to be present at the annual meeting of shareholders with the opportunity to make a statement and to respond to appropriate questions. The 2009 engagement letter with KPMG LLP is subject to alternative dispute resolution procedures and an exclusion of punitive damages. If the shareholders do not vote to ratify KPMG LLP’s appointment as our auditors for the year 2010, the Board of Directors will consider what course of action would be appropriate.

Fees Billed to Us by Auditors During 2008 and 2009

The table below and the paragraphs following it provide information regarding the fees billed to us by KPMG LLP during 2008 and 2009 for services rendered in the categories of audit fees, audit-related fees, tax fees and all other fees.

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Audit Fees. Represents the aggregate fees billed to us by KPMG LLP for professional services rendered for the audit of our financial statements, including the audit of internal controls over financial reporting, and review of the financial statements in our Form 10-Q’s or for services that are normally provided by KPMG LLP in connection with statutory and regulatory filings or engagements.

Audit-Related Fees. Represents the aggregate fees billed to us by KPMG LLP for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and that are not reported under “Audit Fees” above. The amount for both years consists of fees for audits of subsidiaries, compliance attestation and other procedures and reports on controls placed in operation and tests of operating effectiveness.

Tax Fees. Represents the aggregate fees billed to us by KPMG LLP for professional services for tax compliance, tax advice, and tax planning. The amount for both years consists primarily of tax compliance fees.

All Other Fees. Represents the aggregate fees (if any) billed to us by KPMG LLP for products and services other than those reported under the three preceding paragraphs.

None of the services provided to us by KPMG LLP and described in the paragraphs entitled “Audit-Related Fees,” “Tax Fees” and “All Other Fees” above were approved pursuant to the de minimis exception of SEC Rule 2-01(c)(7)(ii)(C).

In July 2003, the Audit Committee adopted a policy providing for pre-approval of all audit and non-audit services to be performed by KPMG LLP, as the registered public accounting firm that performs the audit of our consolidated financial statements that are filed with the SEC. Services either may be approved in advance by the Audit Committee specifically on a case-by-case basis (“specific pre-approval”) or may be approved in advance (“advance pre-approval”). Advance pre-approval requires the Committee to identify in advance the specific types of service that may be provided and the fee limits applicable to such types of service, which limits may be expressed as a limit by type of service or by category of services. Unless the type of service to be provided by KPMG LLP has received advance pre-approval under the policy and the fee for such service is within the limit pre-approved, the service will require specific pre- approval by the Committee. The terms of and fee for the annual audit engagement must receive the specific pre-approval of the Committee. “Audit,” “Audit-related,” “Tax,” and “All Other” services, as those terms are defined in the policy, have the advance pre-approval of the Committee, but only to the extent those services have been specified by the Committee and only in amounts that do not exceed the fee limits specified by the Committee. Such advance pre-approval shall be for a term of 12 months following the date of pre-approval unless the Committee specifically provides for a different term. Unless the Committee specifically determines otherwise, the aggregate amount of the fees pre-approved for All Other services for the fiscal year must not exceed seventy-five percent (75%) of the aggregate amount of the fees pre-approved for the fiscal year for Audit services, Audit-related services, and those types of Tax services that represent tax compliance or tax return preparation. The policy delegates the authority to pre-approve services to be provided by KPMG LLP, other than the annual audit engagement and any changes thereto, to the Chairperson of the Committee. The Chairperson may not, however, make a determination that causes the 75% limit described above to be exceeded. Any service pre-approved by the Chairperson will be reported to the Committee at its next regularly scheduled meeting.

The Board of Directors unanimously recommends that the shareholders vote for Item No. 5.

OTHER MATTERS

The Board of Directors, at the time of the preparation and printing of this proxy statement, knew of no other business to be brought before the meeting other than the matters described in this proxy statement. If any other business properly comes before the meeting, the persons named in the enclosed proxy will have discretionary authority to vote all proxies in accordance with their best judgment.

SHAREHOLDER PROPOSAL AND NOMINATION DEADLINES

If you intend to present a shareholder proposal at the 2011 annual meeting, it must be received by the Corporate Secretary, First Horizon National Corporation, P. O. Box 84, Memphis, Tennessee, 38101, not later than November 16, 2010, for inclusion in the proxy statement and form of proxy relating to that meeting.

In addition, Sections 2.8 and 3.6 of our Bylaws provide that a shareholder who wishes to nominate a person for election to the Board or submit a proposal at a shareholders’ meeting must comply with certain procedures whether or not the matter is included in our proxy statement. These procedures require written notification to us, generally not less than 90 nor more than 120 days prior to the date of the shareholders’ meeting. If, however, we

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give fewer than 100 days’ notice or public disclosure of the shareholders’ meeting date to shareholders, then we must receive the shareholder notification not later than 10 days after the earlier of the date notice of the shareholders’ meeting was mailed or publicly disclosed. Shareholder proposals must be submitted to the Corporate Secretary, and nominations for election to the Board must be submitted to the chairperson of the Nominating & Corporate Governance Committee, in care of the Corporate Secretary. The shareholder must disclose certain information about the nominee or item proposed, the shareholder and any other shareholders known to support the nominee or proposal. Section 2.4 of our Bylaws provides that the date and time of the annual meeting will be the third Tuesday in April (or, if that day is a legal holiday, on the next succeeding business day that is not a legal holiday) at 10:00 a.m. Memphis time or such other date and/or such other time as our Board may fix by resolution. The meeting date for 2011, determined according to the Bylaws, is April 19, 2011. Thus, shareholder proposals and nominations submitted outside the process that permits them to be included in our proxy statement must be submitted to the Corporate Secretary between December 20, 2010 and January 19, 2011, or the proposals will be considered untimely. Untimely proposals may be excluded by the Chairman or our proxies may exercise their discretion and vote on these matters in a manner they determine to be appropriate.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

The transition of the financial services industry that began in 2007 continued in 2009. Significant challenges continued to arise, and over 130 banks failed during the year. Credit losses across the industry continued at very high levels. However, by the end of 2009 we were cautiously optimistic that our credit losses were at or near their peak. Uncertainty concerning future credit losses, as well as the reality, nature, timing, and breadth of the possible beginning of an economic recovery, were major focal points of corporate and investor attention going into the new decade.

While operating in this challenging environment, our company continued to make significant strategic progress, laying a foundation for our businesses when the economy does recover. Over the course of the year, we made significant progress winding down our out-of-market national lending business and portfolios, reducing our balance sheet and risk profile, operating more efficiently, making it easier for customers to do business with us, and investing in the infrastructure of our core banking business to prepare for future growth. Also, during the year we restructured our capital markets business and achieved performance beyond our expectations.

Our strategy in 2009 and going forward focuses on our regional banking and capital markets businesses. We continue to aggressively tackle credit issues, which will remain a priority for a significant time to come even if the economy improves going forward. In 2008 we raised $690 million in common equity in the private markets and raised $866 million by selling preferred stock and a warrant to the U.S. Department of the Treasury through its Capital Purchase Program under the Troubled Asset Relief Program. The additional capital strengthened our balance sheet in 2009, as we expanded our loan loss reserves. By the end of 2009, our loss reserves and capital ratios were very high relative to our peers by both historical and current industry standards. Our significant strategic progress in 2009 is summarized as follows:

Ability to Execute

Reducing Risk

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Refocusing on Core Businesses

The success of the re-shaping of our company is dependent on the attraction and retention of key employees. In recent years we have made significant changes in our executive leadership team. The new team combines long-tenured leaders promoted to new or expanded roles and experienced external talent recruited from leading financial firms. This includes Bryan Jordan, who was hired in 2007 as CFO, and became CEO in 2008, and B.J. Losch who joined us as CFO in 2009 along with our new Chief Risk Officer, Yousef Valine. We have also experienced substantial changes in our personnel at all other levels of the Corporation. By the end of 2009, we had reduced our number of full time employees by roughly 8.4% since the beginning of the year, and following sale of our mortgage company in 2008, by over 50% since the beginning of 2007. Our core businesses in regional banking and capital markets have been restructured to operate more efficiently and effectively. We are a different company at the beginning of 2010 than we were three years ago, with a much different focus for the future.

Although compensation tools and programs inevitably must be adjusted as conditions change, the company’s compensation policies and philosophies are designed to align with business objectives, performance and stockholder value, while enabling the company to attract, retain, incentivize and reward individuals who contribute to the long-term success of the company. In 2009 our corporate normalized provisioning pre-tax earnings performance exceeded threshold requirements set early in the year, and as a result annual bonus incentives could be paid to executives based on individual performance factors, subject to regulatory restrictions. Specifically, cash bonuses were paid to certain participants under the Management Incentive Plan (“MIP”) based on exceeding the pre-tax, normalized provisioning earnings target, continued reduction of the mortgage servicing portfolio (down to $42 billion from $104 billion at the beginning of 2008), successful restructuring of company processes and infrastructure, and an all-time record in capital markets profits. Although the bonus formula would have permitted above-target bonuses, actual awards were below target due to reported earnings and TARP restrictions. The long-term performance stock unit (“PSU”) awards granted to executives in 2007 covering the 2007-2009 performance period were 100% forfeited since the corporate performance goals for those units were not met. From 2004 to 2009, actual total pay for the CEO and many other senior executive officers has been significantly below the target levels and the competitive market as a result of this linkage of pay to company results.

In 2009, key elements of Mr. Jordan’s actual compensation were as follows:

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Overall, Mr. Jordan’s compensation for 2009 was less than his competitive ‘target’ even though corporate goals were exceeded, he met or exceeded his personal goals, and he successfully strengthened the company and provided critical leadership through an extremely challenging time for the banking industry. This outcome was because a portion of our executive compensation opportunities are in PSUs which are linked to corporate earnings performance goals, as well as limitations imposed by the TARP rules.

Compensation Committee Administration

The Compensation Committee of the Board administers all plans and programs connected with the compensation of our named executive officers (“NEOs”). Information concerning the Compensation Committee, its current members, and its charter is provided under the caption “The Compensation Committee” beginning on page 13 of this proxy statement.

Compensation Overview for Our Named Executive Officers

The principal components of total direct compensation for our NEOs are salary, annual cash bonus, and long-term equity-based incentive awards. Special equity awards can also play a role in some years, and did so in 2009 for two NEOs. Salary and bonus are inherently short-term compensation elements, while equity-based incentives are inherently long-term. In 2009, the Compensation Committee continued to adjust the design and mix of long-term incentive awards in response to changing market and industry conditions. Prior to 2008, we granted a balanced mix of time-vested stock options and performance stock units (“PSUs”). In 2008 we granted only performance restricted stock (“PRS”) awards to the NEOs. In 2009, we granted a mix of time-vested restricted stock and PSUs, with a 60% weighting on the PSUs. (Mr. Jordan, our CEO, received a 100% weighting of PSUs.) Other indirect components of our compensation program include: retirement, medical, disability, life insurance and miscellaneous benefits, and change in control protection benefits. Occasionally we provide special incentives or benefits related to substantial changes in employment status, including hiring, major promotion, restructuring, or retirement. In 2009 two NEOs, including our CEO, were given special awards of time-vested restricted stock, and a third executive was paid a cash hiring incentive to offset compensation forfeited as a result of joining our company. In our CEO’s case, the award marked his promotion to CEO last year; in the other case, the award was part of a multi-year retention plan. In both cases, the awards are intended to provide a strong incentive for them to remain with the company and link their compensation to the value of our shares over time.

The following table presents an overview of the components of compensation in 2009 for our NEOs, the details of which are provided in later sections. The last two rows of the table mention the legal restrictions imposed in June in connection with our participation in the TARP and our response to them.

Compensation Components in 2009

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Compensation Philosophies and Practices

Retention, Attraction, and Competition

Our compensation plans and programs are designed to attract and retain a talented workforce. Our employees are a significant and valuable asset. We recruit from a broad pool of talent, and our people in turn may be recruited by competitors and other financial services industry as well as general industry firms. Our total compensation opportunity at each level must be competitive. If it is not, then over the long term we risk losing our best people while hampering our ability to replace them.

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Use of Peer Group Data

The Committee reviews the compensation practices of a peer group of selected banks of comparable size to ensure our pay programs remain competitive and allow for the hiring and retention of key talent. These are the banks with whom we generally compete for talent.

The Total Shareholder Return Performance Graph (“TSR graph”) that appears in our annual report to shareholders (see page 162 of that report) uses the 30 largest bank holding companies in the U.S. based on reported asset size as of December 31, 2009 (“Top 30”). We believe that the Top 30 is a good benchmark group with which to compare our total shareholder return, or TSR, which is stock price performance plus reinvested dividends, because we are one of the Top 30 bank holding companies, and these are the banks with whom we generally compete for investment dollars.

For several years the Committee has also considered specific data for another group of peer companies (“Peer Banks”) in setting many of the compensation components for executives. The Peer Banks used for 2009 targets were 22 financial services companies selected by the Committee with the advice of, and using information provided by, management’s consultant, Mercer Human Resource Consulting (“Mercer”). Originally the Peer Banks were selected from the Top 30 and the banks just below that level in size, focusing on those institutions roughly similar to our Bank in size and business focus. The Peer Bank group is adjusted as the industry changes. To construct our Peer Banks group for 2009, we started with the Peer Banks for 2008, eliminated companies that had ceased operations or announced they were merging or being bought, eliminated one much larger regional bank that is not in our market area, and added four new regional banks. The resulting median asset size of our Peer Banks was approximately $29 billion, with a range from $13 billion to $180 billion. For comparison, our asset size at the beginning of 2009 was approximately $31 billion. The 22 members of our 2009 Peer Banks group were:

Peer Banks Used for 2009 Awards*

The Committee uses market data to help establish the size and terms of the components of direct compensation for executives. To ensure that the majority of each executive’s total compensation opportunity is earned through annual or long-term results, salaries are targeted at the median of the market for each position. Actual salaries may be higher or lower than median based on individual factors (performance, experience, skills, and tenure) or for our retention needs. Annual cash bonus opportunities and guideline equity-based incentive awards are targeted similarly: target-level compensation is intended to be paid for median performance, and maximum compensation is intended to be paid for top-quartile performance, based on projections of market performance.

The indirect components of our compensation program were established and are maintained so that the combination of benefits we offer remains generally competitive with other institutions in the financial services industry based on generally known practices and trends rather than upon statistical analyses or formal benchmarking to any specific group. Those components include retirement and tax-deferral programs and benefits, perquisites, and change in control severance agreements as well as change in control features in many plans.

For the special compensation components, including retention bonuses and individual retirement and severance arrangements, relevant market data often is not available. In those cases the Committee relies on recommendations from management along with external advice from the Committee’s consultant to determine the types, amounts, or terms of such benefits that are reasonable and appropriate for the circumstances.

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Relative Sizing & Mix of Direct Compensation Components

The relative sizing and mix of the individual components of executive compensation are based on the competitive market for each position and the individual’s experience and performance. The direct components are salary, annual cash bonus, and equity-based incentive awards. For 2009, after considering those factors, the Committee sized each direct component for the NEOs as a percentage of salary as shown in the table below. Other indirect components generally are not considered when the size of the direct components is determined. The CEO targets generally are higher than those of the other NEOs to reflect the greater scope and responsibility of the CEO position and competitive practice. The annual cash bonus opportunity provides for threshold and target performance levels and payouts, subject to limits on the maximum annual level as discussed below. Ordinarily salary increases would affect the bonus and long-term target levels since targets are a percent of salary, but in 2009 there were no salary increases for the NEOs. Certain benefits such as pensions are also related to salary levels. There is no other significant interdependence among the compensation components. The percentages shown for all regular 2009 equity awards relate to the salary rate that was in effect on March 5 and the stock fair market value on that date, which was $8.36.

Sizing of Major Compensation Components as a Percentage of Annual Salary

In 2009, the maximum annual bonus levels were set in relation to pre-tax normalized provisioning earnings, creating a pool which is not related to salary. See “Annual Cash Bonus” beginning on page 50 of this proxy statement for additional information concerning how bonuses were set. For most purposes the Committee used target bonus levels in its deliberations during the year.

Mercer prepares a market analysis of direct pay components using the Peer Banks discussed above, which the Committee reviewed in establishing compensation opportunities for 2009. This analysis is also used by management and the Committee to determine if modifications to the bonus and long-term incentive targets are needed. The Committee’s overall objective is to provide a competitive pay package and thus set competitive target and maximum opportunities. A key factor considered during the setting of targets relates to the appropriate mix of base pay versus pay at risk for performance, and the mix between short- and long-term compensation. The chart above shows that the CEO’s compensation package (before taking the TARP rules into account) is more heavily weighted in favor of performance-based pay and also in favor of long-term vs. short-term incentives than the other NEOs, consistent with the greater responsibilities of this position, prevalent market practices among our Peer Banks, and our compensation philosophy which links a substantial portion of executive pay to performance.

After considering those factors as well as the economic condition of the banking industry, in early 2009 the Committee determined to replace the former program of making annual grants of performance restricted stock, or PRS, awards with a new program consisting of a mix of performance stock units, or PSUs, and time-vested

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restricted stock, or RS. For most executives the mix of those awards was 60% PSUs and 40% RS. In the current business and stock market environment, the Committee believes that this mix of equity provides appropriate incentives to both focus on performance goals and to remain with the company in difficult times. The performance criteria of the PSU awards was changed significantly from previous years, as discussed under the caption “Equity-Based Compensation” beginning on page 52 below. The Committee made two notable exceptions to its new practice: Mr. Jordan’s annual equity award was 100% in the form of PSUs; and Mr. Gusmus received no regular annual equity award.

The TARP rules went into effect in June 2009, making 2009 a transition year. Key impacts on 2009 compensation of the NEOs are: the forfeiture of slightly over half of the earned 2009 bonus, and the deferral of the remainder until the TARP funds are repaid; limitations on 2009 equity awards, including in some cases the forfeiture of portions of awards previously granted; and elimination of change in control severance benefits. Additional information concerning the TARP rules is provided in “Effects of TARP Rules” beginning on page 48 below.

In setting the size of the direct compensation components for 2009, the Committee considered the total compensation opportunity and pay mix at target payout levels. The target total mix of the direct components is summarized in the following table. This table illustrates the regular annual pay packages planned by the Committee early in 2009. For purposes of this table special equity awards made in 2009 in connection with a promotion and a retirement plan are excluded, as is a hiring incentive paid to Mr. Losch. See “Summary Compensation Table” beginning on page 57 for additional information concerning amounts paid or earned in 2009.

2009 Mix of Regular Annual Direct Compensation Opportunity Components
Using Target Levels

Deductibility of Compensation for Tax Purposes

Section 162(m) of the Internal Revenue Code of 1986, as amended (“Tax Code”), generally disallows a tax deduction to public companies for compensation exceeding $1 million paid during the year to the CEO and the three other highest-paid executive officers at year-end (excluding the Chief Financial Officer). Certain performance-based compensation is not, however, subject to the deduction limit. Because we are a TARP participant, deductibility is further limited to $500,000 per NEO each year regardless of whether or not the compensation is performance-based.

Compensation Committee Meetings

In 2009, due to the complexity of the TARP rules, the Committee met eight times for the principal purposes of executing their responsibilities as outlined in the Committee’s charter. Every meeting was concluded with an executive session during which management was not present.

Additional information concerning director attendance at meetings and other related matters is set forth under the heading “Board and Committee Meeting Attendance” beginning on page 18.

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Use of Compensation Consultants

Management uses Mercer, a national compensation consulting firm, as its primary advisor for executive compensation matters. In some cases, nationally-recognized law firms are engaged to provide advice on compliance with new laws, administration of stock plans, and design of severance agreements.

Mercer was initially engaged by the EVP, Human Resources over five years ago. The consulting arrangement was last reviewed and renewed in 2006 by the EVP, Human Resources, who has responsibility for initiating or terminating the contract. Mercer serves as a consultant to management on all executive compensation matters and is responsible for providing accurate and unbiased advice to the Compensation Committee, even though the Committee has engaged its own consultant to review all executive compensation matters. Mercer analyzes our peer group and recommends additions and deletions of companies based primarily on asset size and business similarities. The 2009 Peer Banks discussed above were used by Mercer to provide market analysis on the various alternatives presented for management and Committee review and approval. In addition to competitive market analyses, Mercer: presented to management emerging best practices in the areas of perquisites, change-in-control programs, and pay mix; provided insight on performance metrics used by Peer Banks; and recommended changes for 2009 that included changes to the type and mix of executive equity-based awards, performance metrics, and target award levels. In addition, management consulted with Mercer on the design of the annual bonus program and metrics to use for 2009, the design of the annual bonus program for the business line leaders, and the equity mix and target award levels for non-executive management equity awards.

In 2009, the Compensation Committee continued to engage a separate, independent consulting firm, Frederic W. Cook & Co. (“Cook”), to provide analysis and advice on all compensation-related matters (including assessment of peer groups, competitive market data, pay mix, and compensation design). Among other things, Cook assists the Committee in its reviews of compensation program actions recommended by management. Cook has no other relationships with the Corporation or management. Key engagement items for Cook in 2009 were:

During the year, Cook provided the Committee and management with updates on emerging market trends and executive compensation developments through its client advisory letters. In addition, Cook provided perspective on management’s recommendations related to the mix of equity vehicles for non-executive management programs and the design and performance metrics of the executive program.

Additional information concerning our use of compensation consultants appears under the caption “The Compensation Committee” beginning on page 13 of this proxy statement.

Role of Management in Compensation Decisions

Management monitors the compensation programs used by other companies and considers whether new or amended compensation programs are needed to maintain the competitiveness of our company to attract and retain key employees. Recommendations are presented by management to the Committee for review and discussion. The CEO ultimately oversees the development of these management recommendations. New equity compensation plans, or significant amendments to existing plans, typically are approved by the full Board based on recommendations from the Committee. If executive-level exceptions are required for administration of the plans, such as approval of an executive’s early retirement, management generally reviews the facts of the situation and provides a recommendation to the CEO and the Chairman and, ultimately, to the Committee for approval.

Early in 2009, our CEO recommended to the Committee salary levels and other compensation actions (bonus, equity awards, etc.) for the executive officers other than himself. When formulating the salary level recommendations, management reviews market data relative to average merit increases in the financial services industry as well as general industry. This market data was used to develop the company-wide merit pool for 2009 and the recommended merit adjustments for each of the executive officers. As discussed in “Base Salary” beginning on page 50, executive salaries in 2009 generally were frozen at 2008 levels.

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Effects of TARP Rules

The TARP rules adopted in June 2009, as amended, have had, and will have, a substantial impact upon our compensation practices related to the NEOs. As discussed below, the rules limit our ability to pay for performance and do not allow us to offer change-in-control benefits of the sort which are common among financial services companies, among other impacts. However, all regular major compensation decisions for 2009 had been made prior to the adoption of those rules except for the year-end determinations of performance achievement. Most of the following discussion and analysis, therefore, speaks of the Committee’s decisions made before the current TARP rules existed. In some cases, as noted below, the Committee adjusted its practices late in 2009 in response to the rules’ impact on that portion of 2009 to which they applied. The overall practices in 2009, therefore, are mixed as a result of the transition-year impact of the TARP rules. Our practices for 2010 are different from those in 2009 in substantial ways due to the rules, as mentioned in various places in this discussion.

Unlike 2009, which was a transition year, the TARP rules are in effect at the beginning of 2010. Assuming we remain a TARP participant during the entire year, then in 2010 the executive officers named in this proxy statement:

The TARP rules impose no limits on only one major direct component of executive compensation: salary. In 2009 and earlier years, for our executives salary was part of a compensation package heavily weighted in favor of performance-based incentives and long-term equity awards. If the salary component were left unchanged, the effect of the TARP rules would be to substantially reduce the overall compensation opportunities and levels of the NEOs, regardless of performance in 2010. The Committee believes this could lead to key personnel leaving our company in favor of the many companies that are not subject to the TARP rules, or the several TARP companies that have raised salaries of affected executives. Accordingly, early in 2010 the Committee approved salary increases in the form of deferred salary stock units, or SSUs, for all of the NEOs in 2010. Cash salaries were not increased for any of the NEOs. SSUs earned during 2010 will be paid in cash in 2011 (half in March and half in September), based on the value of our stock at that time plus any accrued dividends. This approach, which has been used by a number of other TARP companies, increases the amount of compensation directly linked to the company’s stock price but does not result in any increase in overall total compensation for any of the executives.

The table below shows the effects of the TARP rules upon the regular annual direct pay packages of the NEOs for 2010 relative to the original packages established in 2009 before the TARP rules existed. The TARP transition effects on 2009 compensation are ignored for this purpose. The changes in 2010 include a salary increase in the form of deferred compensation tied directly to total shareholder return, elimination of annual cash bonus, and reductions in equity awards. The table shows the 2009 regular annual equity awards, excluding the special awards to two executives related to promotion and retention and the hiring incentive paid to Mr. Losch. The table shows 2010 equity awards at the approximate TARP limits (the actual TARP limits cannot be calculated until actual total compensation for 2010 is known). Finally, the table assumes that FHNC remains a TARP participant during all of 2010, and that there are no future changes in the TARP rules.

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Changes in 2010 Annual Direct Compensation Packages
For Named Executive Officers Due to TARP Rules