Exhibit 4.1


 


Execution Version


 


 



 


DEPOSIT AGREEMENT


 


among


 


FIRST HORIZON NATIONAL CORPORATION,


 


EQUINITI TRUST COMPANY,


as Depositary


 


and


 


THE HOLDERS FROM TIME TO TIME OF


THE DEPOSITARY RECEIPTS DESCRIBED HEREIN


 


Dated as of May 28, 2020


 


 





    	 



    	



    


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I
	 	 	 
	Defined terms
	 	 	 
	Section 1.1.	Definitions	1
	 	 	 
	ARTICLE II
	 	 	 
	Form of Receipts, Deposit
    of Stock,
	Execution and Delivery,
    Transfer,
	Surrender and Redemption
    of Receipts
	 	 	 
	Section 2.1.	Form and Transfer of Receipts	3
	 	 	 
	Section 2.2.	Deposit of Stock; Execution and Delivery of Receipts in Respect Thereof	4
	 	 	 
	Section 2.3.	Registration of Transfer of Receipts	5
	 	 	 
	Section 2.4.	Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Stock	5
	 	 	 
	Section 2.5.	Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts	6
	 	 	 
	Section 2.6.	Lost Receipts, etc.	6
	 	 	 
	Section 2.7.	Cancellation and Destruction of Surrendered Receipts	7
	 	 	 
	Section 2.8.	Redemption of Stock	7
	 	 	 
	Section 2.9.	Receipts Issuable in Global Registered Form	8
	 	 	 
	ARTICLE III
	 	 	 
	Certain Obligations of
	Holders of Receipts and
    the Company
	 	 	 
	Section 3.1.	Filing Proofs, Certificates and Other Information	9
	 	 	 
	Section 3.2.	Payment of Taxes or Other Governmental Charges	9
	 	 	 
	Section 3.3.	Warranty as to Stock	10
	 	 	 
	Section 3.4.	Warranty as to Receipts	10




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	ARTICLE IV
	 	 	 
	The Deposited Securities;
    Notices
	 	 	 
	Section 4.1.	Cash Distributions	10
	 	 	 
	Section 4.2.	Distributions Other than Cash, Rights, Preferences or Privileges	10
	 	 	 
	Section 4.3.	Subscription Rights, Preferences or Privileges	11
	 	 	 
	Section 4.4.	Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts	12
	 	 	 
	Section 4.5.	Voting Rights	12
	 	 	 
	Section 4.6.	Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.	13
	 	 	 
	Section 4.7.	Delivery of Reports	13
	 	 	 
	Section 4.8.	Lists of Receipt Holders	13
	 	 	 
	ARTICLE V
	 	 	 
	The Depositary, the Depositary’s
	Agents, the Registrar and
    the Company
	 	 	 
	Section 5.1.	Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar	14
	 	 	 
	Section 5.2.	Prevention of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Company	14
	 	 	 
	Section 5.3.	Obligations of the Depositary, the Depositary’s Agents, the Registrar and the Company	15
	 	 	 
	Section 5.4.	Resignation and Removal of the Depositary; Appointment of Successor Depositary	16
	 	 	 
	Section 5.5.	Corporate Notices and Reports	17
	 	 	 
	Section 5.6.	Indemnification by the Company	17
	 	 	 
	Section 5.7.	Fees, Charges and Expenses	17
	 	 	 
	ARTICLE VI
	 	 	 
	Amendment and Termination
	 	 	 
	Section 6.1.	Amendment	18




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	Section 6.2.	Termination	18
	 	 	 
	ARTICLE VII
	 	 	 
	Miscellaneous
	 	 	 
	Section 7.1.	Counterparts	19
	 	 	 
	Section 7.2.	Exclusive Benefit of Parties	19
	 	 	 
	Section 7.3.	Invalidity of Provisions	19
	 	 	 
	Section 7.4.	Notices	20
	 	 	 
	Section 7.5.	Depositary’s Agents	21
	 	 	 
	Section 7.6.	Appointment of Registrar and Transfer Agent in Respect of the Receipts	21
	 	 	 
	Section 7.7.	Appointment of Transfer Agent, Registrar, Dividend Disbursing Agent and Redemption Agent in Respect of the Stock	21
	 	 	 
	Section 7.8.	Holders of Receipts Are Parties	21
	 	 	 
	Section 7.9.	Governing Law	21
	 	 	 
	Section 7.10.	Inspection of Deposit Agreement	21
	 	 	 
	Section 7.11.	Headings	22
	 	 	 
	Exhibit A	Form of Receipt	A-1





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DEPOSIT AGREEMENT dated
as of May 28, 2020, among (i) FIRST HORIZON NATIONAL CORPORATION, a Tennessee corporation, (ii) EQUINITI TRUST COMPANY,
as depositary, and (iii) the holders from time to time of the Receipts described herein.


 


WHEREAS, it is desired
to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of shares of Non-Cumulative Perpetual Preferred
Stock, Series E, of the Company with the Depositary for the purposes set forth in this Deposit Agreement and for the issuance hereunder
of Receipts evidencing Depositary Shares in respect of the Stock so deposited; and


 


WHEREAS, the Receipts
are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications and omissions,
as hereinafter provided in this Deposit Agreement;


 


NOW, THEREFORE, in
consideration of the premises, the parties hereto agree as follows:


 


ARTICLE I


 


Defined terms


 


Section
1.1. Definitions.


 


The following definitions
shall for all purposes, unless otherwise indicated, apply to the respective terms used in this Deposit Agreement:


 


“Articles
of Amendment” shall mean the Articles of Amendment of the Company’s Restated Charter filed with the Secretary of
State of the State of Tennessee establishing the Stock as a series of preferred stock of the Company, as such Articles of Amendment
may be amended or supplemented from time to time.


 


“Company”
shall mean First Horizon National Corporation, a Tennessee corporation, and its successors.


 


“Deposit Agreement”
shall mean this Deposit Agreement, as amended or supplemented from time to time in accordance with the terms hereof.


 


“Depositary”
shall mean Equiniti Trust Company, and any successor as Depositary hereunder.


 


“Depositary
Shares” shall mean the depositary shares, each representing one-four thousandth (1/4,000th) of one share of
Stock and evidenced by a Receipt.


 


“Depositary’s
Agent” shall mean an agent appointed by the Depositary pursuant to Section 7.5.


 


“Depositary’s
Office” shall mean the principal office of the Depositary, at which at any particular time its depositary receipt business
shall be administered, which at the date of this



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Deposit Agreement is located at 1110 Centre
Pointe Curve, Suite 101 Mendota Heights, MN 55120.


 


“DTC”
shall mean The Depository Trust Company, together with its successors and assigns.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


“Exchange
Event” shall mean with respect to any Global Registered Receipt,


 


(1) (A)
the Global Receipt Depository which is the holder of such Global Registered Receipt notifies the Company that it is no longer willing
or able to properly discharge its responsibilities under any Letter of Representations or that it is no longer eligible or in good
standing under Exchange Act and (B) the Company has not appointed a qualified successor Global Receipt Depository within ninety
(90) calendar days after the Company received such notice, or


 


(2) the
Company in its sole discretion notifies the Depositary in writing that the Receipts or portion thereof issued or issuable in the
form of one or more Global Registered Receipts shall no longer be represented by such Global Registered Receipt.


 


“Global Receipt
Depository” shall mean, with respect to any Receipt issued hereunder, DTC or such other entity designated as Global Receipt
Depository by the Company in or pursuant to this Deposit Agreement, which entity must be, to the extent required by any applicable
law or regulation, a clearing agency registered under the Exchange Act.


 


“Global Registered
Receipt” shall mean a global registered Receipt registered in the name of a nominee of DTC.


 


“Letter of
Representations” shall mean any applicable agreement among the Company, the Depositary and a Global Receipt Depository
with respect to such Global Receipt Depository’s rights and obligations with respect to any Global Registered Receipts, as
the same may be amended, supplemented, restated or otherwise modified from time to time and any successor agreement thereto.


 


“Receipt”
shall mean one of the depositary receipts, substantially in the form set forth as Exhibit A hereto, issued hereunder, whether
in definitive or temporary form and evidencing the number of Depositary Shares held of record by the record holder of such Depositary
Shares.


 


“record holder”
or “holder” as applied to a Receipt shall mean the person in whose name such Receipt is registered on the books
of the Depositary maintained for such purpose.


 


“Redemption
Date” shall have the meaning set forth in Section 2.8.


 


“Redemption
Price” shall have the meaning set forth in the Articles of Amendment.


 


“Registrar”
shall mean the Depositary or such other bank or trust company which shall be appointed by the Company to register ownership and
transfers of Receipts as herein provided



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and if a Registrar shall be so appointed,
references herein to “the books” of or maintained by the Depositary shall be deemed, as applicable, to refer as well
to the register maintained by such Registrar for such purpose.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


“Stock”
shall mean shares of the Company’s Non-Cumulative Perpetual Preferred Stock, Series E, no par value, $100,000 liquidation
preference per share.


 


ARTICLE II


 


Form of Receipts, Deposit of Stock,

Execution and Delivery, Transfer,

Surrender and Redemption of Receipts


 


Section
2.1. Form and Transfer of Receipts.


 


Definitive Receipts
shall be substantially in the form set forth in Exhibit A attached hereto, with appropriate insertions, modifications and
omissions, as hereinafter provided. Pending the preparation of definitive Receipts, the Depositary, upon the written order of the
Company, delivered in compliance with Section 2.2, shall execute and deliver temporary Receipts which are printed, lithographed,
typewritten, mimeographed or otherwise substantially of the tenor of the definitive Receipts in lieu of which they are issued and
with such appropriate insertions, omissions, substitutions and other variations as the persons executing such Receipts may determine,
as evidenced by their execution of such Receipts. If temporary Receipts are issued, the Company and the Depositary will cause definitive
Receipts to be prepared without unreasonable delay. After the preparation of definitive Receipts, the temporary Receipts shall
be exchangeable for definitive Receipts upon surrender of the temporary Receipts at an office described in the second paragraph
of Section 2.2, without charge to the holder. Upon surrender for cancellation of any one or more temporary Receipts, the Depositary
shall execute and deliver in exchange therefor definitive Receipts representing the same number of Depositary Shares as represented
by the surrendered temporary Receipt or Receipts. Such exchange shall be made at the Company’s expense and without any charge
therefor. Until so exchanged, the temporary Receipts shall in all respects be entitled to the same benefits under this Deposit
Agreement, and with respect to the Stock, as definitive Receipts.


 


Receipts shall be executed
by the Depositary by the manual or electronic signature of a duly authorized officer of the Depositary; provided, that such signature
may be a facsimile if a Registrar for the Receipts (other than the Depositary) shall have been appointed and such Receipts are
countersigned by a duly authorized officer of the Registrar. No Receipt shall be entitled to any benefits under this Deposit Agreement
or be valid or obligatory for any purpose unless it shall have been executed manually or electronically by a duly authorized officer
of the Depositary or, if a Registrar for the Receipts (other than the Depositary) shall have been appointed, by manual or electronic
signature of a duly authorized officer of the Depositary and countersigned by a duly authorized officer of such Registrar. The
Depositary shall record on its books each Receipt so signed and delivered as hereinafter provided.



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Receipts shall be in
denominations of any number of whole Depositary Shares.


 


Receipts may be endorsed
with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this
Deposit Agreement, all as may be required by the Depositary and approved by the Company or required to comply with any applicable
law or any regulation thereunder or with the rules and regulations of any securities exchange upon which the Stock, the Depositary
Shares or the Receipts may be listed or to conform with any usage with respect thereto, or to indicate any special limitations
or restrictions to which any particular Receipt is subject.


 


Title to Depositary
Shares evidenced by a Receipt which is properly endorsed or accompanied by a properly executed instrument of transfer, shall be
transferable by delivery with the same effect as in the case of a negotiable instrument; provided, however, that until transfer
of a Receipt shall be registered on the books of the Depositary as provided in Section 2.3, the Depositary may, notwithstanding
any notice to the contrary, treat the record holder thereof at such time as the absolute owner thereof for the purpose of determining
the person entitled to distributions of dividends or other distributions or to any notice provided for in this Deposit Agreement
and for all other purposes.


 


Section
2.2. Deposit of Stock; Execution and Delivery of Receipts in Respect Thereof.


 


Subject to the terms
and conditions of this Deposit Agreement, the Company may from time to time deposit shares of the Stock under this Deposit Agreement
by delivery to the Depositary of a certificate or certificates for the Stock to be deposited, properly endorsed or accompanied,
if required by the Depositary, by a duly executed instrument of transfer or endorsement, in form satisfactory to the Depositary,
together with a written order of the Company directing the Depositary to execute and deliver to, or upon the written order of,
the person or persons stated in such order a Receipt or Receipts evidencing in the aggregate the number of Depositary Shares representing
such deposited Stock.


 


Deposited Stock shall
be held by the Depositary at the Depositary’s Office or at such other place or places as the Depositary shall determine.
The Depositary shall not lend, transfer, pledge or otherwise hypothecate any Stock deposited hereunder.


 


Upon receipt by the
Depositary of a certificate or certificates for Stock deposited in accordance with the provisions of this Section, together with
the other documents required as above specified, and upon recordation of the Stock on the books of the Company (or its duly appointed
transfer agent) in the name of the Depositary or its nominee, the Depositary, subject to the terms and conditions of this Deposit
Agreement, shall execute and deliver to or upon the order of the person or persons named in the written order delivered to the
Depositary referred to in the first paragraph of this Section, a Receipt or Receipts evidencing in the aggregate the number of
Depositary Shares representing the Stock so deposited and registered in such name or names as may be requested by such person or
persons. The Depositary shall execute and deliver such Receipt or Receipts at the Depositary’s Office or such other offices,
if any, as the Depositary may designate. Delivery at other offices shall be at the risk and expense of the person requesting such
delivery.



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Section
2.3. Registration of Transfer of Receipts.


 


Subject to the terms
and conditions of this Deposit Agreement, the Depositary shall register on its books from time to time transfers of Receipts upon
any surrender thereof by the holder in person or by duly authorized attorney, properly endorsed or accompanied by a properly executed
instrument of transfer. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number
of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon
the order of the person entitled thereto.


 


The Depositary shall
not be required (a) to issue, transfer or exchange any Receipts for a period beginning at the opening of business fifteen
days next preceding any selection of Depositary Shares and Stock to be redeemed and ending at the close of business on the day
of the mailing of notice of redemption, or (b) to transfer or exchange for another Receipt any Receipt called or being called
for redemption in whole or in part except as provided in Section 2.8.


 


Section
2.4. Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Stock.


 


Upon surrender of a
Receipt or Receipts at the Depositary’s Office or at such other offices as it may designate for the purpose of effecting
a split-up or combination of such Receipt or Receipts, and subject to the terms and conditions of this Deposit Agreement, the Depositary
shall execute a new Receipt or Receipts in the authorized denomination or denominations requested, evidencing the aggregate number
of Depositary Shares evidenced by the Receipt or Receipts surrendered, and shall deliver such new Receipt or Receipts to or upon
the order of the holder of the Receipt or Receipts so surrendered.


 


Any holder of a Receipt
or Receipts may withdraw the number of whole shares of Stock and all money and other property, if any, represented thereby by surrendering
such Receipt or Receipts, at the Depositary’s Office or at such other offices as the Depositary may designate for such withdrawals.
Thereafter, without unreasonable delay, the Depositary shall deliver to such holder, or to the person or persons designated by
such holder as hereinafter provided, the number of whole shares of Stock and all money and other property, if any, represented
by the Receipt or Receipts so surrendered for withdrawal, but holders of such whole shares of Stock will not thereafter be entitled
to deposit such Stock hereunder or to receive a Receipt evidencing Depositary Shares therefor. If a Receipt delivered by the holder
to the Depositary in connection with such withdrawal shall evidence a number of Depositary Shares in excess of the number of Depositary
Shares representing the number of whole shares of Stock to be so withdrawn, the Depositary shall at the same time, in addition
to such number of whole shares of Stock and such money and other property, if any, to be so withdrawn, deliver to such holder,
or subject to Section 2.3 upon his order, a new Receipt evidencing such excess number of Depositary Shares.


 


In no event will fractional
shares of Stock (or any cash payment in lieu thereof) be delivered by the Depositary; provided, that, in the event this Deposit
Agreement is terminated by the Company in accordance with Section 6.2, the Depositary shall deliver, upon surrender of the Receipts
representing the Depositary Shares, the number of whole or fractional shares of Stock as are represented by such Depositary Shares.
Delivery of the Stock and money and other



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property, if any, being withdrawn may be
made by the delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate.


 


If the Stock and the
money and other property, if any, being withdrawn are to be delivered to a person or persons other than the record holder of the
Receipt or Receipts being surrendered for withdrawal of Stock, such holder shall execute and deliver to the Depositary a written
order so directing the Depositary and the Depositary may require that the Receipt or Receipts surrendered by such holder for withdrawal
of such shares of Stock be properly endorsed in blank or accompanied by a properly executed instrument of transfer in blank.


 


Delivery of the Stock
and the money and other property, if any, represented by Receipts surrendered for withdrawal shall be made by the Depositary at
the Depositary’s Office.


 


Section
2.5. Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts.


 


As a condition precedent
to the execution and delivery, registration of transfer, split-up, combination, surrender or exchange of any Receipt, the Depositary,
any of the Depositary’s Agents or the Company may require payment to it of a sum sufficient for the payment (or, in the event
that the Depositary or the Company shall have made such payment, the reimbursement to it) of any charges or expenses payable by
the holder of a Receipt pursuant to Section 5.7, may require the production of evidence satisfactory to it as to the identity
and genuineness of any signature and may also require compliance with such regulations, if any, as the Depositary or the Company
may establish consistent with the provisions of this Deposit Agreement and/or applicable law.


 


The deposit of Stock
may be refused, the delivery of Receipts against Stock may be suspended, the registration of transfer of Receipts may be refused
and the registration of transfer, surrender or exchange of outstanding Receipts may be suspended (i) during any period when
the register of stockholders of the Company is closed or (ii) if any such action is deemed necessary or advisable by the Depositary,
any of the Depositary’s Agents or the Company at any time or from time to time because of any requirement of law or of any
government or governmental body or commission or under any provision of this Deposit Agreement.


 


Section
2.6. Lost Receipts, etc.


 


In case any Receipt
shall be mutilated, destroyed, lost or stolen, the Depositary in its discretion may execute and deliver a Receipt of like form
and tenor in exchange and substitution for such mutilated Receipt, or in lieu of and in substitution for such destroyed, lost or
stolen Receipt, upon (i) the filing by the holder thereof with the Depositary of evidence satisfactory to the Depositary of
such mutilation, destruction, loss or theft of such Receipt, of the authenticity thereof and of his or her ownership thereof and
(ii) the holder thereof furnishing of the Depositary with reasonable indemnification satisfactory to the Depositary.



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Section
2.7. Cancellation and Destruction of Surrendered Receipts.


 


All Receipts surrendered
to the Depositary or any Depositary’s Agent shall be cancelled by the Depositary. Except as prohibited by applicable law
or regulation, the Depositary is authorized and directed to destroy all Receipts so cancelled.


 


Section
2.8. Redemption of Stock.


 


Whenever the Company
shall be permitted and shall elect to redeem shares of Stock in accordance with the provisions of the Articles of Amendment, it
shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 35 days
and not more than 75 days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption
of Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable Redemption Price, which notice
shall be accompanied by a certificate from the Company stating that such redemption of Stock is in accordance with the provisions
of the Articles of Amendment. On the date of such redemption, provided that the Company shall then have paid or caused to be paid
in full to the Depositary the Redemption Price of the Stock to be redeemed in accordance with the provisions of the Articles of
Amendment, the Depositary shall redeem the number of Depositary Shares representing such Stock. The Depositary shall mail notice
of the Company’s redemption of Stock and the proposed simultaneous redemption of the number of Depositary Shares representing
the Stock to be redeemed by first-class mail, postage prepaid (or another transmission method reasonably acceptable to the Company),
not less than 30 and not more than 60 days prior to the date fixed for redemption of such Stock and Depositary Shares (the
“Redemption Date”), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed
at the addresses of such holders as they appear on the records of the Depositary; but neither failure to mail or transmit any such
notice of redemption of Depositary Shares to one or more such holders nor any defect in any notice of redemption of Depositary
Shares to one or more such holders shall affect the validity of the proceedings for redemption as to the other holders. Each such
notice shall be prepared by the Company and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares
to be redeemed and, if less than all the Depositary Shares held by any such holder are to be redeemed, the number of such Depositary
Shares held by such holder to be so redeemed; (iii) the Redemption Price; and (iv) the place or places where Receipts
evidencing Depositary Shares are to be surrendered for payment of the Redemption Price; and (v) that dividends in respect
of the Stock represented by the Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than
all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected by the Depositary
by lot or pro rata or in any other manner that the Depositary may deem equitable.


 


Notice having been
mailed or transmitted by the Depositary as aforesaid, from and after the Redemption Date (unless the Company shall have failed
to provide the funds necessary to redeem the Stock evidenced by the Depositary Shares called for redemption) (i) dividends
on the shares of Stock so called for Redemption shall cease to accrue from and after such date, (ii) the Depositary Shares
being redeemed from such proceeds shall be deemed no longer to be outstanding, (iii) all rights of the holders of Receipts
evidencing such Depositary Shares (except the right to receive the Redemption Price) shall, to the extent of such Depositary Shares,
cease and terminate, and (iv) upon surrender in accordance with such redemption notice of the



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Receipts evidencing any such Depositary
Shares called for redemption (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require),
such Depositary Shares shall be redeemed by the Depositary at a redemption price per Depositary Share equal to one-four thousandth
(1/4,000th) of the Redemption Price per share of Stock so redeemed plus all money and other property, if any, represented
by such Depositary Shares.


 


If fewer than all of
the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt
upon its surrender to the Depositary, together with the redemption payment, a new Receipt evidencing the Depositary Shares evidenced
by such prior Receipt and not called for redemption.


 


The Company shall be
entitled to receive, from time to time, from the Depositary any interest accrued on such funds deposited with the Depositary, and
the holders of any Receipts called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed
at the end of two years from the applicable Redemption Date shall, to the extent permitted by law, be repaid by the Depositary
to the Company.


 


Section
2.9. Receipts Issuable in Global Registered Form.


 


If the Company shall
determine in a writing delivered to the Depositary that the Receipts are to be issued in whole or in part in the form of one or
more Global Registered Receipts, then the Depositary shall, in accordance with the other provisions of this Deposit Agreement,
execute and deliver one or more Global Registered Receipts evidencing such Receipts, which (i) shall represent, and shall be denominated
in an amount equal to the aggregate liquidation preference of the Receipts to be represented by such Global Registered Receipt
or Receipts and (ii) shall be registered in the name of the Global Receipt Depository therefor or its nominee.


 


Notwithstanding any
other provision of this Deposit Agreement to the contrary, unless otherwise provided in the Global Registered Receipt, a Global
Registered Receipt may only be transferred in whole and only by the applicable Global Receipt Depository for such Global Registered
Receipt to a nominee of such Global Receipt Depository, or by a nominee of such Global Receipt Depository to such Global Receipt
Depository or another nominee of such Global Receipt Depository, or by such Global Receipt Depository or any such nominee to a
successor Global Receipt Depository for such Global Registered Receipt selected or approved by the Company or to a nominee of such
successor Global Receipt Depository. Except as provided below, owners solely of beneficial interests in a Global Registered Receipt
shall not be entitled to receive physical delivery of the Receipts represented by such Global Registered Receipt. Neither any such
beneficial owner nor any direct or indirect participant of a Global Receipt Depository shall have any rights under this Deposit
Agreement with respect to any Global Registered Receipt held on their behalf by a Global Receipt Depository and such Global Receipt
Depository may be treated by the Company, the Depositary, any Depositary’s Agent and any director, officer, employee or agent
of the Company, the Depositary or any Depositary’s Agent as the holder of such Global Registered Receipt for all purposes
whatsoever. Unless and until definitive Receipts are delivered to the owners of the beneficial interests in a Global Registered
Receipt, (1) the applicable Global Receipt Depository will make book-entry transfers among its participants and receive and transmit
all payments and distributions in respect of the Global Registered Receipts to such participants, in each case, in accordance with
the Letter of



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Representations, and (2) whenever any notice,
payment or other communication to the holders of Global Registered Receipts is required under this Deposit Agreement, the Company,
the Depositary or any Depositary’s Agent shall give all such notices, payments and communications specified herein to be
given to such holders to the applicable Global Receipt Depository.


 


If an Exchange Event
has occurred with respect to any Global Registered Receipt, then, in any such event, the Depositary shall, upon receipt of a written
order from the Company for the execution and delivery of individual definitive registered Receipts in exchange for such Global
Registered Receipt, execute and deliver, individual definitive registered Receipts, in authorized denominations and of like tenor
and terms in an aggregate principal amount equal to the liquidation preference of the Global Registered Receipt in exchange for
such Global Registered Receipt.


 


Definitive registered
Receipts issued in exchange for a Global Registered Receipt pursuant to this Section shall be registered in such names and in such
authorized denominations as the Global Receipt Depository for such Global Registered Receipt, pursuant to instructions from its
participants, shall instruct the Depositary in writing. The Depositary shall deliver such Receipts to the persons in whose names
such Receipts are so registered.


 


Notwithstanding anything
to the contrary in this Deposit Agreement, should the Company determine that the Receipts should be issued as a Global Registered
Receipt, the parties hereto shall comply with the terms of the Letter of Representations.


 


ARTICLE III


 


Certain Obligations of

Holders of Receipts and the Company


 


Section
3.1. Filing Proofs, Certificates and Other Information.


 


Any holder of a Receipt
may be required from time to time to file such proof of residence, or other matters or other information, to execute such certificates
and to make such representations and warranties as the Depositary or the Company may reasonably deem necessary or proper. The Depositary
or the Company may withhold the delivery, or delay the registration of transfer or redemption, of any Receipt or the withdrawal
of the Stock represented by the Depositary Shares evidenced by any Receipt or the distribution of any dividend or other distribution
or the sale of any rights or of the proceeds thereof until such proof or other information is filed or such certificates are executed
or such representations and warranties are made.


 


Section
3.2. Payment of Taxes or Other Governmental Charges.


 


Holders of Receipts
shall be obligated to make payments to the Depositary of certain charges and expenses, as provided in Section 5.7. Registration
of transfer of any Receipt or any withdrawal of Stock and all money or other property, if any, represented by the Depositary Shares
evidenced by such Receipt may be refused until any such payment due is made, and any dividends or other distributions or payments
may be withheld or any part of or all the Stock or other property represented by the Depositary Shares evidenced by such Receipt
and not



    	9



    	



    


theretofore sold may be sold for the account
of the holder thereof (after attempting by reasonable means to notify such holder prior to such sale), and such dividends or other
distributions or payments or the proceeds of any such sale may be applied to any payment of such charges or expenses, the holder
of such Receipt remaining liable for any deficiency.


 


Section
3.3. Warranty as to Stock.


 


The Company hereby
represents and warrants that the Stock, when issued, will be duly authorized, validly issued, fully paid and nonassessable. Such
representation and warranty shall survive the deposit of the Stock and the issuance of Receipts.


 


Section
3.4. Warranty as to Receipts.


 


The Company hereby
represents and warrants that the Receipts, when issued, will be entitled to the benefits of this Deposit Agreement. Such representation
and warranty shall survive the deposit of the Stock and the issuance of Receipts.


 


ARTICLE IV


 


The Deposited Securities; Notices


 


Section
4.1. Cash Distributions.


 


Whenever the Depositary
shall receive any cash dividend or other cash distribution on Stock, the Depositary shall, subject to Sections 3.1, 3.2 and 5.7,
distribute to record holders of Receipts on the record date fixed pursuant to Section 4.4 such amounts of such dividend or
distribution as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts
held by such holders; provided, however, that in case the Company or the Depositary shall be required to withhold and shall withhold
from any cash dividend or other cash distribution in respect of the Stock an amount on account of taxes, the amount made available
for distribution or distributed in respect of Depositary Shares shall be reduced accordingly. The Depositary shall distribute or
make available for distribution, as the case may be, only such amount, however, as can be distributed without attributing to any
holder of Receipts a fraction of one cent, and any balance not so distributable shall be held by the Depositary (without liability
for interest thereon) and shall be added to and be treated as part of the next sum received by the Depositary for distribution
to record holders of Receipts then outstanding. Each holder of a Receipt shall provide the Depositary with a properly completed
Form W-8 or W-9, as may be applicable. Each holder of a Receipt acknowledges that, in the event of non-compliance with the preceding
sentence, the Internal Revenue Code of 1986, as amended, may require withholding by the Depositary of a portion of any of the distributions
to be made hereunder.


 


Section
4.2. Distributions Other than Cash, Rights, Preferences or Privileges.


 


Whenever the Depositary
shall receive any distribution of any securities or property other than cash, rights, preferences or privileges upon Stock, the
Depositary shall, subject to Sections 3.1, 3.2 and 5.7, distribute to record holders of Receipts on the record date fixed pursuant
to Section 4.4 such amounts of the securities or property received by it as are, as nearly as



    	10



    	



    


practicable, in proportion to the respective
numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Depositary may deem equitable
and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately
among such record holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an
amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the
Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting
such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof,
in a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.1, 3.2 and 5.7, be distributed
or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.1
in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the
Depositary and the Depositary shall not make any distribution of such securities or property to the holders of Receipts unless
the Company shall have provided an opinion of counsel (which may be in-house counsel) stating that such securities or property
have been registered under the Securities Act or do not need to be registered in connection with such distribution.


 


Section
4.3. Subscription Rights, Preferences or Privileges.


 


If the Company shall
at any time offer or cause to be offered to the persons in whose names Stock is recorded on the books of the Company any rights,
preferences or privileges to subscribe for or to purchase any securities or any rights, preferences or privileges of any other
nature, such rights, preferences or privileges shall in each such instance be made available by the Depositary to the record holders
of Receipts in such manner as the Depositary may determine, either by the issue to such record holders of instruments representing
such rights, preferences or privileges or by such other method as may be approved by the Depositary in its discretion with the
approval of the Company; provided, however, that (i) if at the time of issue or offer of any such rights, preferences or privileges
the Depositary determines that it is not lawful or (after consultation with the Company) not feasible to make such rights, preferences
or privileges available to holders of Receipts by the issue of instruments, or otherwise, or (ii) if and to the extent so
instructed by holders of Receipts who do not desire to exercise such rights, preferences or privileges, then the Depositary, in
its discretion (with approval of the Company, in any case where the Depositary has determined that it is not feasible to make such
rights, preferences or privileges available), may, if applicable laws and the terms of such rights, preferences or privileges permit
such transfer, sell such rights, preferences or privileges at public or private sale, at such place or places and upon such terms
as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.1, 3.2 and 5.7, be distributed by the Depositary
to the record holders of Receipts entitled thereto as provided by Section 4.1 in the case of a distribution received in cash.


 


The Company shall notify
the Depositary whether registration under the Securities Act of the securities to which any rights, preferences or privileges relate
is required in order for holders of Receipts to be offered or sold the securities to which such rights, preferences or privileges
relate, and, if necessary, the Company agrees with the Depositary that it will promptly register the distribution of such rights,
preferences or privileges and securities under the Securities Act and use its best efforts and take all steps available to it to
cause such registration to become



    	11



    	



    


effective sufficiently in advance of the
expiration of such rights, preferences or privileges to enable such holders to exercise such rights, preferences or privileges.
In no event shall the Depositary make available to the holders of Receipts any right, preference or privilege to subscribe for
or to purchase any securities unless and until such registration shall have become effective, or the Company shall have provided
to the Depositary an opinion of counsel (which may be in-house counsel) to the effect that the offering and sale of such securities
to such holders are exempt from registration under the provisions of the Securities Act.


 


The Company shall notify
the Depositary whether any other action or consent under any federal or state law is required in order for such rights, preferences
or privileges to be made available to holders of Receipts, and the Company agrees with the Depositary that the Company will use
its reasonable best efforts to take such action or obtain such consent sufficiently in advance of the expiration of such rights,
preferences or privileges to enable such holders to exercise such rights, preferences or privileges.


 


Section
4.4. Notice of Dividends, etc.; Fixing Record Date for Holders of Receipts.


 


Whenever any cash dividend
or other cash distribution shall become payable or any distribution other than cash shall be made, or if rights, preferences or
privileges shall at any time be offered, with respect to Stock, or whenever the Depositary shall receive notice of any meeting
at which holders of Stock are entitled to vote or of which holders of Stock are entitled to notice, or whenever the Depositary
and the Company shall decide it is appropriate, the Depositary shall in each such instance fix a record date (which shall be the
same date as the record date fixed by the Company with respect to or otherwise in accordance with the terms of the Stock) for the
determination of the holders of Receipts who shall be entitled to receive such dividend, distribution, rights, preferences or privileges
or the net proceeds of the sale thereof, or to give instructions for the exercise of voting rights at any such meeting, or who
shall be entitled to notice of such meeting or for any other appropriate reasons.


 


Section
4.5. Voting Rights.


 


Upon receipt of notice
of any meeting at which the holders of Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail
to the record holders of Receipts a notice prepared by the Company which shall contain (i) such information as is contained
in such notice of meeting and (ii) a statement that the holders may, subject to any applicable restrictions, instruct the
Depositary as to the exercise of the voting rights pertaining to the amount of Stock represented by their respective Depositary
Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person
designated by the Company) and a brief statement as to the manner in which such instructions may be given. Upon the written request
of the holders of Receipts on the relevant record date, the Depositary shall endeavor insofar as practicable to vote or cause to
be voted, in accordance with the instructions set forth in such requests, the maximum number of whole shares of Stock represented
by the Depositary Shares evidenced by all Receipts as to which any particular voting instructions are received. The Company hereby
agrees to take all reasonable action which may be deemed necessary by the Depositary in order to enable the Depositary to vote
such Stock or cause such Stock to be voted. In the absence of specific instructions from the holder of a Receipt, the Depositary
will not vote (but, at its discretion, may appear at any meeting with respect to



    	12



    	



    


such Stock unless directed to the contrary
by the holders of all the Receipts) to the extent of the Stock represented by the Depositary Shares evidenced by such Receipt.


 


Section
4.6. Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.


 


Upon any change in
par or stated value, split-up, combination or any other reclassification of the Stock, or upon any recapitalization, reorganization,
merger, consolidation or other business combination affecting the Company or to which it is a party, the Depositary may in its
discretion with the approval of, and shall upon the instructions of, the Company, and (in either case) in such manner as the Depositary
may deem equitable, (i) make such adjustments as are certified by the Company in the fraction of an interest represented by
one Depositary Share in one share of Stock as may be necessary fully to reflect the effects of such change in par or stated value,
split-up, combination or other reclassification of Stock, or of such recapitalization, reorganization, merger, consolidation or
business combination and (ii) treat any securities which shall be received by the Depositary in exchange for or upon conversion
of or in respect of the Stock as new deposited securities so received in exchange for or upon conversion or in respect of such
Stock. In any such case the Depositary may in its discretion, with the approval of the Company, execute and deliver additional
Receipts or may call for the surrender of all outstanding Receipts to be exchanged for new Receipts specifically describing such
new deposited securities. Anything to the contrary herein notwithstanding, holders of Receipts shall have the right from and after
the effective date of any such change in par or stated value, split-up, combination or other reclassification of the Stock or any
such recapitalization, reorganization, merger, consolidation, or business combination to surrender such Receipts to the Depositary
with instructions to convert, exchange or surrender the Stock represented thereby only into or for, as the case may be, the kind
and amount of shares of stock and other securities and property and cash into which the Stock represented by such Receipts might
have been converted or for which such Stock might have been exchanged or surrendered immediately prior to the effective date of
such transaction.


 


Section
4.7. Delivery of Reports.


 


The Depositary shall
furnish to holders of Receipts any reports and communications received from the Company which are received by the Depositary and
which the Company is required by the first sentence of Section 5.5 to furnish to the holders of the Stock.


 


Section
4.8. Lists of Receipt Holders.


 


Promptly upon request
from time to time by the Company, the Depositary shall furnish to it a list, as of the most recent practicable date, of the names,
addresses and holdings of Depositary Shares of all record holders of Receipts.



    	13



    	



    

ARTICLE V


 


The Depositary,
the Depositary’s

Agents, the Registrar and the Company


 


	 	Section
    5.1.	Maintenance
    of Offices, Agencies and Transfer Books by the Depositary; Registrar.


 


Upon execution of this Deposit
Agreement, the Depositary shall maintain at the Depositary’s Office, facilities for the execution and delivery, registration
and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary’s Agents, if any,
facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions
of this Deposit Agreement.


 


The Depositary shall keep
books at the Depositary’s Office for the registration and registration of transfer of Receipts, which books at all reasonable
times shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such
right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person’s
interest as an owner of Depositary Shares evidenced by the Receipts.


 


The Depositary may close
such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder.


 


The Depositary may, with
the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If
the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one
or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of
such Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar (which may be the Depositary
if so permitted by the requirements of any such exchange) may be removed and a substitute Registrar appointed by the Depositary
upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Stock are listed on one or
more other securities exchanges, the Depositary will, at the request of the Company, arrange such facilities for the delivery,
registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be
required by law or applicable securities exchange regulation.


 


	 	Section
    5.2.	Prevention
    of or Delay in Performance by the Depositary, the Depositary’s Agents, the Registrar or the Company.


 


Neither the Depositary nor
any Depositary’s Agent nor any Registrar nor the Company shall incur any liability to any holder of any Receipt if by reason
of any provision of any present or future law, or regulation thereunder, of the United States of America or of any other governmental
authority or, in the case of the Depositary, the Depositary’s Agent or the Registrar, by reason of any provision, present
or future, of the Company’s Restated Charter (including the Articles of Amendment) or by reason of any act of God or war
or other circumstance beyond the 



    	14



    	



    

control of the relevant party, the Depositary, the Depositary’s Agent, the Registrar or
the Company shall be prevented or forbidden from, or subjected to any penalty on account of, doing or performing any act or thing
which the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary’s
Agent, any Registrar or the Company incur liability to any holder of a Receipt (i) by reason of any nonperformance or delay,
caused as aforesaid, in the performance of any act or thing which the terms of this Deposit Agreement shall provide shall or may
be done or performed, or (ii) by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit
Agreement except as otherwise explicitly set forth in this Deposit Agreement.


 


	 	Section
    5.3.	Obligations
    of the Depositary, the Depositary’s Agents, the Registrar and the Company.


 


Neither the Depositary nor
any Depositary’s Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under
this Deposit Agreement to holders of Receipts other than for its gross negligence, willful misconduct or bad faith. Notwithstanding
anything in this Deposit Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar
nor the Company shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of
any kind whatsoever (including but not limited to lost profits).


 


Neither the Depositary nor
any Depositary’s Agent nor any Registrar nor the Company shall be under, any obligation to appear in, prosecute or defend
any action, suit or other proceeding in respect of the Stock, the Depositary Shares or the Receipts which in its opinion may involve
it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished by the holders as
often as may be required.


 


Neither the Depositary nor
any Depositary’s Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance
upon the written advice of legal counsel or accountants, or information from any person presenting Stock for deposit, any holder
of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s
Agent, any Registrar and the Company may each rely and shall each be protected in acting upon or omitting to act upon any written
notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party
or parties.


 


The Depositary shall not
be responsible for any failure to carry out any instruction to vote any of the shares of Stock or for the manner or effect of any
such vote made, as long as any such action or non-action is not taken in bad faith. The Depositary undertakes, and any Registrar
shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement,
and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar.


 


The Depositary, the Depositary’s
Agents, and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary
may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.



    	15



    	



    




The Depositary shall not
be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Deposit
Agreement or of the Receipts, the Depositary Shares or the Stock nor shall it be obligated to segregate such monies from other
monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Company
and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments.


 


In the event the Depositary
believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication,
paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Deposit Agreement,
the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering
to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Company, refrain from taking
any action and shall be fully protected and shall not be liable in any way to the Company, any holders of Receipts or any other
person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed
by the Company which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes
the applicable matter to the satisfaction of the Depositary.


 


	 	Section
    5.4.	Resignation
    and Removal of the Depositary; Appointment of Successor Depositary.


 


The Depositary may at any
time resign as Depositary hereunder by delivering notice of its election to do so to the Company, such resignation to take effect
upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided.


 


The Depositary may at any
time be removed by the Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment
of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided.


 


In case at any time the
Depositary acting hereunder shall resign or be removed, the Company shall, within 60 days after the delivery of the notice
of resignation or removal, as the case may be, appoint a successor Depositary, which shall be a bank or trust company having its
principal office in the United States of America and having a combined capital and surplus of at least $50,000,000. If no successor
Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning
or removed Depositary may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor
Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder,
and thereupon such successor Depositary, without any further act or deed, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor,
upon payment of all sums due it and on the written request of the Company, shall promptly execute and deliver an instrument transferring
to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title
and interest in the Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list
of the record holders of all outstanding Receipts and such records, books and other information in its possession relating thereto.
Any 



    	16



    	



    

successor Depositary shall promptly mail notice of its appointment to the record holders of Receipts.


 


Any entity into or with
which the Depositary may be merged, consolidated or converted or any entity succeeding to all or substantially all of the Depositary’s
trust business shall be the successor of the Depositary without the execution or filing of any document or any further act, and
notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor
Depositary or in its own name as successor Depositary.


 


	 	Section
    5.5.	Corporate
    Notices and Reports.


 


The Company agrees that
it will deliver to the Depositary, and the Depositary will, promptly after receipt thereof, transmit to the record holders of Receipts,
in each case at the addresses recorded in the Depositary’s books, copies of all notices and reports (including without limitation
financial statements) required by law, by the rules of any national securities exchange upon which the Stock, the Depositary Shares
or the Receipts are listed or by the Company’s Restated Charter (including the Articles of Amendment), to be furnished to
the record holders of Receipts. Such transmission will be at the Company’s expense and the Company will provide the Depositary
with such number of copies of such documents as the Depositary may reasonably request. In addition, the Depositary will transmit
to the record holders of Receipts at the Company’s expense such other documents as may be requested by the Company.


 


	 	Section
    5.6.	Indemnification
    by the Company.


 


Notwithstanding Section
5.3 to the contrary, the Company shall indemnify the Depositary, any Depositary’s Agent and any Registrar (including each
of their officers, directors, agents and employees) against, and hold each of them harmless from, any loss, damage, cost, penalty,
liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed, suffered
or omitted to be taken in connection with this Deposit Agreement and the Receipts by the Depositary, any Registrar or any of their
respective agents (including any Depositary’s Agent) and any transactions or documents contemplated hereby, except for any
liability arising out of gross negligence, willful misconduct or bad faith on the respective parts of any such person or persons.
The obligations of the Company set forth in this Section 5.6 shall survive any succession or termination of any Depositary, Registrar
or Depositary’s Agent.


 


	 	Section
    5.7.	Fees,
    Charges and Expenses.


 


The Company agrees promptly
to pay the Depositary the compensation to be agreed upon with the Company for all services rendered by the Depositary hereunder
and to reimburse the Depositary for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred
by the Depositary without gross negligence, willful misconduct or bad faith on its part in connection with the services rendered
by it hereunder. The Company shall pay all charges of the Depositary in connection with the initial deposit of the Stock and the
initial issuance of the Depositary Shares, all withdrawals of shares of the Stock by owners of Depositary Shares, and any redemption
or exchange of the Stock at the option of the Company. 



    	17



    	



    

The Company shall pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. All other transfer and other taxes and governmental charges shall
be at the expense of holders of Depositary Shares evidenced by Receipts. If, at the request of a holder of Receipts, the Depositary
incurs charges or expenses for which the Company is not otherwise liable hereunder, such holder will be liable for such charges
and expenses; provided, however, that the Depositary may, at its sole option, require a holder of a Receipt to prepay the Depositary
any charge or expense the Depositary has been asked to incur at the request of such holder of Receipts. The Depositary shall present
its statement for charges and expenses to the Company at such intervals as the Company and the Depositary may agree.


 


ARTICLE VI


 


Amendment and Termination


 


	 	Section
    6.1.	Amendment.


 


The form of the Receipts
and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company
and the Depositary in any respect which they may deem necessary or desirable; provided, however, that no such amendment which shall
impose additional charges or materially and adversely alter the rights of the holders of Receipts shall be effective unless such
amendment shall have been approved by the holders of at least a majority (or, in the case of an amendment that would under the
Articles of Amendment require a greater vote if the holders of the Receipts directly held the shares of Stock represented thereby,
such greater vote required by the Articles of Amendment) of the Depositary Shares then outstanding. Every holder of an outstanding
Receipt at the time any such amendment becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree
to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right,
subject to the provisions of Sections 2.5, 2.6 and 5.7 and Article III, of any owner of Depositary Shares to surrender any
Receipt evidencing such Depositary Shares to the Depositary with instructions to deliver to the holder the Stock and all money
and other property, if any, represented thereby, except in order to comply with mandatory provisions of applicable law or the rules
and regulations of any governmental body, agency or commission, or applicable securities exchange.


 


	 	Section
    6.2.	Termination.


 


This Deposit Agreement may
be terminated by the Company at any time and for any reason upon not less than 60 days’ prior written notice to the
Depositary, in which case, at least 30 days prior to the date fixed in such notice for such termination, the Depositary will
mail notice of such termination to the record holders of all Receipts then outstanding.


 


If any Receipts shall remain
outstanding after the date of termination of this Deposit Agreement, the Depositary thereafter shall discontinue the transfer of
Receipts, shall suspend the distribution of dividends to the holders thereof and shall not give any further notices (other than
notice of such termination) or perform any further acts under this Deposit Agreement, except that the Depositary shall continue
to collect dividends and other distributions pertaining to Stock, shall sell rights, preferences or privileges as provided in this
Deposit Agreement and shall 



    	18



    	



    

continue to deliver the Stock and any money and other property, if any, represented by Receipts upon
surrender thereof by the holders thereof. At any time after the expiration of two years from the date of termination, the Depositary
may sell Stock then held hereunder at public or private sale, at such places and upon such terms as it deems proper and may thereafter
hold the net proceeds of any such sale, together with any money and other property held by it hereunder, without liability for
interest, for the benefit, pro rata in accordance with their holdings, of the holders of Receipts that have not theretofore been
surrendered. After making such sale, the Depositary shall be discharged from all obligations under this Deposit Agreement except
to account for such net proceeds and money and other property.


 


This Deposit Agreement may
be terminated by the Depositary only if (i) all outstanding Depositary Shares have been redeemed pursuant to Section 2.8
or (ii) there shall have been made a final distribution in respect of the Stock in connection with any liquidation, dissolution
or winding up of the Company and such distribution shall have been distributed to the holders of Depositary Shares pursuant to
Article IV.


 


Upon the termination of
this Deposit Agreement, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations
to the Depositary, any Depositary’s Agent and any Registrar under Sections 5.6 and 5.7.


 


ARTICLE VII


 


Miscellaneous


 


	 	Section
    7.1.	Counterparts.


 


This Deposit Agreement may
be executed in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts,
when so executed and delivered, shall be deemed an original, but all such counterparts taken together shall constitute one and
the same instrument. All documents and instruments contemplated to be executed hereunder may be executed by electronic signature
and any reference to executed shall include an electronic signature.


 


	 	Section
    7.2.	Exclusive
    Benefit of Parties.


 


This Deposit Agreement is
for the exclusive benefit of the parties hereto, and their respective successors hereunder, and shall not be deemed to give any
legal or equitable right, remedy or claim to any other person whatsoever.


 


	 	Section
    7.3.	Invalidity
    of Provisions.


 


In case any one or more
of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way
be affected, prejudiced or disturbed thereby.



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	 	Section
    7.4.	Notices.


 


Any and all notices to be
given to the Company hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally
delivered or sent by mail or recognized next day courier service, by electronic mail, or by facsimile transmission confirmed by
letter, addressed to the Company at


 


First Horizon National Corporation

165 Madison Avenue

Memphis, TN 38103

Attention: Janet E. Denkler

Email: jedenkler@firsthorizon.com

Facsimile No.: 901-523-4478


 


or at any other addresses of which the Company
shall have notified the Depositary in writing.


 


Any and all notices to be
given to the Depositary hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally
delivered or sent by mail or recognized next day courier service, by electronic mail, or by facsimile transmission confirmed by
letter, addressed to the Depositary at the Depositary’s Office at:


 


Equiniti Trust Company


1110 Centre Pointe Curve,
Suite 101


Mendota Heights, MN 55120


Attention: John Lundberg


Email: john.lundberg@equiniti.com


 


or at any other address
of which the Depositary shall have notified the Company in writing.


 


Any and all notices to be
given to any record holder of a Receipt hereunder or under the Receipts shall be in writing and shall be deemed to have been duly
given if personally delivered or sent by mail or facsimile transmission confirmed by letter, addressed to such record holder at
the address of such record holder as it appears on the books of the Depositary, or if such holder shall have timely filed with
the Depositary a written request that notices intended for such holder be delivered, mailed or transmitted to some other address,
at the address designated in such request.


 


Delivery of a notice sent
by mail or by facsimile transmission to any holder of record shall be deemed to be effected at the time when a duly addressed letter
containing the same (or a confirmation thereof in the case of a facsimile transmission) is deposited, postage prepaid, in a post
office letter box.


 


Delivery of a notice by
any record holder of a Receipt to the Company or the Depositary shall be effective upon receipt. The Depositary or the Company
may act upon any electronic mail or facsimile transmission received by it from the other or from any holder of a Receipt, notwithstanding
that such electronic mail or facsimile transmission shall not subsequently be confirmed by letter. Delivery of a notice by the
Company to the Depositary or by the Depositary 



    	20



    	



    

to the Company shall be effective, (i) in the case of hand delivery, upon receipt,
(ii) in the case of mail, five business days after deposit, postage prepaid, into a post-office letter box, (iii) in the case of
a recognized next-day courier service, the next business day after delivery to the courier service, (iv) in the case of electronic
mail, the receipt of the electronic mail on a business day during normal business hours, and (v) in the case of facsimile, upon
receipt of a confirmation of delivery on a business day during normal business hours.


 


	 	Section
    7.5.	Depositary’s
    Agents.


 


The Depositary may from
time to time appoint an agent to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any
time appoint additional agents and vary or terminate the appointment of such agents. The Depositary will promptly notify the Company
of any such action.


 


	 	Section
    7.6.	Appointment
    of Registrar and Transfer Agent in Respect of the Receipts.


 


The Company hereby appoints
the Depositary as Registrar and transfer agent in respect of the Receipts and the Depositary hereby accepts such appointments.


 


	 	Section
    7.7.	Appointment
    of Transfer Agent, Registrar, Dividend Disbursing Agent and Redemption Agent in Respect of the Stock.


 


The Company hereby appoints
Equiniti Trust Company as transfer agent, registrar, dividend disbursing agent and redemption agent in respect of the Stock, and
Equiniti Trust Company hereby accepts such appointments. With respect to the appointments of Equiniti Trust Company as transfer
agent, registrar, dividend disbursing agent and redemption agent in respect of the Stock, each of the Company and Equiniti Trust
Company, in their respective capacities under such appointments, shall be entitled to the same rights, indemnities, immunities
and benefits as the Company and Depositary hereunder, respectively, as if explicitly named in each such provision.


 


	 	Section
    7.8.	Holders
    of Receipts Are Parties.


 


The holders of Receipts
from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of
the Receipts by acceptance of delivery thereof.


 


	 	Section  7.9.	Governing
                                         Law.



 


This Deposit Agreement and
the Receipts and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, and construed in accordance
with, the laws of the State of New York without giving effect to applicable conflicts of law principles.


 


	 	Section
    7.10.	Inspection
    of Deposit Agreement.


 


Copies of this Deposit Agreement
shall be filed with the Depositary and the Depositary’s Agents and shall be open to inspection during normal business hours
at the Depositary’s Office and the respective offices of the Depositary’s Agents, if any, by any holder of a Receipt.



    	21



    	



    

	 	Section
    7.11.	Headings.


 


The headings of articles
and sections in this Deposit Agreement and in the form of the Receipt set forth in Exhibit A hereto have been inserted for
convenience only and are not to be regarded as a part of this Deposit Agreement or the Receipts or to have any bearing upon the
meaning or interpretation of any provision contained herein or in the Receipts.


 


	 	Section 7.12. 	 Force Majeure.


 


Notwithstanding anything
to the contrary contained herein, neither the Depositary nor the Company shall be liable for any delays or failures in performance
resulting from acts beyond its reasonable control including, without limitation, acts of God, pandemics, terrorist acts, labor
difficulties, war, or civil unrest.




    	22



    	



    

IN WITNESS WHEREOF, the
Company and the Depositary have duly executed this Deposit Agreement as of the day and year first above set forth, and all holders
of Receipts shall become parties hereto by and upon acceptance by them of delivery of Receipts issued in accordance with the terms
hereof.


 


	 	FIRST HORIZON NATIONAL CORPORATION
	 	 
	 	By: 	/s/ Dane Smith	 
	 	 	Name: Dane Smith
	 	 	Title: SVP, Corporate Treasurer


 


	 	EQUINITI TRUST COMPANY
	 	 
	 	By: 	/s/ Martin J. Knapp	 
	 	 	Name: Martin J. Knapp
	 	 	Title: Vice President





    	23



    	



    

EXHIBIT A


 


[FORM OF FACE OF RECEIPT]


 


Unless this receipt is presented by an authorized
representative of The Depository Trust Company, a New York corporation (“DTC”), to First Horizon National Corporation
or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or
to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.


 


Any purchaser of the Depositary Shares (as
defined below) or any interest therein represents by its purchase of the Depositary Shares that either (1) it is not (A) a pension,
profit-sharing or other employee benefit plan subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
or an individual retirement account, Keogh plan or any other plan subject to Section 4975 of the Internal Revenue Code of 1986,
as amended (the “Code”), (B) an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA),
a church plan (as defined in Section 3(33) of ERISA) or a non-U.S. plan (as described in Section 4(b)(4) of ERISA) that is not
subject to the requirements of ERISA or the Code but is subject to similar provisions under applicable federal, state, local, non-U.S
or other laws (“Similar Laws”) or (C) an entity whose underlying assets include “plan assets” by reason
of any such plan’s investment in the entity or (2) the purchase of the Depositary Shares will not constitute a non-exempt
prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or under any applicable Similar Laws.



    	A-1



    	



    

DEPOSITARY RECEIPT FOR DEPOSITARY SHARES,
EACH

REPRESENTING 1/4,000TH OF ONE SHARE OF

NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E,


 


OF


 


FIRST HORIZON NATIONAL CORPORATION


 


INCORPORATED UNDER THE LAWS OF THE STATE
OF TENNESSEE


 


CUSIP

SEE REVERSE FOR CERTAIN DEFINITIONS


 


Equiniti Trust Company,
as Depositary (the “Depositary”), hereby certifies that Cede & Co. is the registered owner of DEPOSITARY SHARES
(“Depositary Shares”), each Depositary Share representing 1/4,000th of one share of Non-Cumulative Perpetual
Preferred Stock, Series E, liquidation preference $100,000 per share (the “Stock”), of First Horizon National
Corporation, a Tennessee corporation (the “Corporation”), on deposit with the Depositary, subject to the terms
and entitled to the benefits of the Deposit Agreement dated as of May 28, 2020 (the “Deposit Agreement”), among
the Corporation, the Depositary and the holders from time to time of the Depositary Receipts. By accepting this Depositary Receipt,
the holder hereof becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement. This Depositary
Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under the Deposit Agreement unless it shall
have been executed by the Depositary by the manual or electronic signature of a duly authorized officer.


 


	Dated: 	 	, 2020



 



Equiniti Trust Company, Depositary


 


	By: 	 	 
	 	Authorized Officer	 




    	A-2



    	



    

[FORM OF REVERSE OF RECEIPT]


 


FIRST HORIZON NATIONAL CORPORATION


 


FIRST HORIZON NATIONAL
CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY
OF THE ARTICLES OF AMENDMENT OF THE NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES E, OF FIRST HORIZON NATIONAL CORPORATION.
ANY SUCH REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.


 



 




 


The Corporation will
furnish in writing and without charge to each receiptholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series thereof of the Corporation, and the qualifications,
limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or to the transfer agent
for the Stock.


 


EXPLANATION OF ABBREVIATIONS


 


The following abbreviations
when used in the form of ownership on the face of this certificate shall be construed as though they were written out in full according
to applicable laws or regulations:


 


	TEN COM-	as tenants in common
	 	 
	TEN ENT-	as tenants by the entireties
	 	 
	JT TEN-	as joint tenants with right of survivorship and not as tenants in common
	 	 
	UNIF GIFT MIN ACT-	 	Custodian	 	 
	 	(Minor)	 	(Cus)	 
	 	under Uniform Gifts to Minors Act
	 	 	 	 	 
	 	(State)	 	 	 


 


Additional abbreviations may also be used
though not in the above list.



    	A-3



    	



    

For value received,
_______________________ hereby sell(s), assign(s) and transfer(s) unto


 


 


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING POSTAL ZIP CODE OF ASSIGNEE


 


Depositary Shares represented by the within
Receipt, and do(es) hereby irrevocably constitute and appoint __________________________________________________ Attorney to transfer
the said Depositary Shares on the books of the within named Depositary with full power of substitution in the premises.


 


	Dated: 	 	 	 
	 	 	 	 
	 	 	 	NOTICE: The signature to the assignment must correspond with the name as written upon the face of this Receipt in every particular, without alteration or enlargement or any change whatsoever.


 


SIGNATURE GUARANTEED


 


NOTICE: The signature(s) should be guaranteed
by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in
an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.



    	A-4