Exhibit 4.1


 


SUPPLEMENTAL INDENTURE
NO. 1


 


THIS SUPPLEMENTAL INDENTURE
NO. 1 (this “Supplemental Indenture”) is made as of May 26, 2020 between First Horizon National Corporation, a corporation
duly organized and existing under the laws of the State of Tennessee (herein called the “Company”), having its principal
office at 165 Madison Avenue, Memphis, Tennessee 38103, and The Bank of New York Mellon Trust Company, N.A., a national banking
association duly organized and existing under the laws of the United States of America, as Trustee (herein called the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company and the Trustee
have heretofore executed an indenture dated as of December 20, 2010 (the “Indenture”). The Company and the Trustee
desire to amend a certain provision of the Indenture as hereinafter set forth.


 


Section 901(5) of the Indenture
permits the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, to enter into one
or more supplemental indentures, in form satisfactory to the Trustee, without the consent of any Holders, to add, change or eliminate
any of the provisions of the Indenture in respect of one or more series of Securities, provided that any such addition, change
or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture
and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such
provision or (B) shall become effective only when there is no such Security Outstanding.


 


NOW, THEREFORE, the Company
hereby covenants and agrees with the Trustee as follows:


 


Article
I


 


Capitalized terms used but
not defined in this Supplemental Indenture shall have the meanings ascribed to them in the Indenture. References in this Supplemental
Indenture to Article or Section numbers shall be deemed reference numbers to Article or Section numbers in the Indenture.


 


Article
II



Amendments


 


Section
2.01    Amendment of Execution, Authentication, Delivery and Dating.


 


The first sentence of the
last paragraph of Section 303 (Execution, Authentication, Delivery and Dating) of the Indenture is hereby deleted and replaced
with the following:


 


No Security shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by the Trustee by manual or electronic signature, and
such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder.


 


Article
III



Miscellaneous


 


Section
3.01    Execution as Supplemental Indenture.


 


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This Supplemental Indenture
is executed and, once executed, immediately effective, and shall be construed as an indenture supplemental to the Indenture and,
as provided in the Indenture, this Supplemental Indenture shall form a part of the Indenture.


 


Except as specifically amended
above, the Indenture shall remain in full force and effect and is hereby ratified and confirmed.


 


Section
3.02            Responsibility for Recitals.


 


The recitals herein shall
be taken as statements of the Company, and the Trustee assumes no responsibility for the correctness thereof or for the validity
or sufficiency of this Supplemental Indenture.


 


Section
3.03            Governing Law.


 


This Supplemental Indenture
shall be governed by and construed in accordance with the laws of the State of New York.


 


Section
3.04    Conflicts.


 


In the event of a conflict
between the terms and conditions of the Indenture and the terms and conditions of this Supplemental Indenture, the terms and conditions
of this Supplemental Indenture shall prevail.


 


Section
3.05    Counterparts.


 


This Supplemental Indenture
may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute
but one and the same instrument.


 


[Signature page follows]


 


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in witness
whereof, the parties hereto have caused this Supplemental Indenture to be duly executed.





 


	 	FIRST HORIZON NATIONAL CORPORATION
	 	 
	 	By:	/s/  	 William C. Losch III
	 	 	Name:	William C. Losch III
	 	 	Title:	Executive Vice President and

Chief Financial Officer


 


Attest:


 


	/s/ Clyde A. Billings, Jr.	 
	Clyde A. Billings, Jr.	 
	Senior Vice President, Assistant General 

Counsel and Corporate Secretary	 


 


	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
	 	 	 
	 	By:	 	/s/ Shannon Matthews
	 	 	Name:	Shannon Matthews
	 	 	Title:	Agent