Exhibit 4.2


 


FIRST HORIZON NATIONAL CORPORATION


 


6.600% FIXED-TO-FLOATING NON-CUMULATIVE PERPETUAL PREFERRED STOCK,


 


SERIES C


 


DEPOSIT AGREEMENT


 


among


 


FIRST HORIZON NATIONAL CORPORATION,


 


EQUINITI TRUST COMPANY,


 


as Depository


 


and


 


THE HOLDERS FROM TIME TO TIME OF


 


THE DEPOSITARY RECEIPTS DESCRIBED HEREIN


 


Dated as of July 1, 2020



    	 



    	



    

TABLE OF CONTENTS


 


Page


 


Article I

Defined Terms


 


	Section 1.1	Definitions	1


 


Article II

APPOINTMENT OF DEPOSITORY; BOOK-ENTRY SYSTEM; FORM OF RECEIPTS; DEPOSIT OF STOCK; EXECUTION AND DELIVERY; TRANSFER, SURRENDER AND
REDEMPTION OF RECEIPTS


 


	Section 2.1	Appointment of Depository	2
	Section 2.2	Book-Entry System; Form and Transfer of Receipts	2
	Section 2.3	Deposit of Stock; Execution and Delivery of Receipts	5
	Section 2.4	Registration of Transfer of Receipts	6
	Section 2.5	Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Stock	6
	Section 2.6	Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts	7
	Section 2.7	Lost Receipts, etc.	8
	Section 2.8	Cancellation and Destruction of Surrendered Receipts	8
	Section 2.9	Redemption of Stock	8


 


Article III

CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION


 


	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


 


Article IV

THE DEPOSITED SECURITIES; NOTICES


 


	Section 4.1	Cash Distributions	10
	Section 4.2	Distributions Other than Cash, Rights, Preferences or Privileges	11
	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	13
	Section 4.6	Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.	13
	Section 4.7	Delivery of Reports	14
	Section 4.8	Lists of Receipt Holders	14




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Article V

THE DEPOSITORY, THE DEPOSITORY’S AGENTS, THE REGISTRAR AND THE CORPORATION


 


	Section 5.1	Maintenance of Offices, Agencies and Transfer Books by the Depository; Registrar; Depository’s Agents	14
	Section 5.2	Prevention of or Delay in Performance by the Depository, the Depository’s Agents, the Registrar or the Corporation	15
	Section 5.3	Obligations of the Depository, the Depository’s Agents, the Registrar and the Corporation	16
	Section 5.4	Resignation and Removal of the Depository; Appointment of Successor Depository	19
	Section 5.5	Corporate Notices and Reports	20
	Section 5.6	Indemnification by the Corporation	20
	Section 5.7	Fees, Charges and Expenses	20
	Section 5.8	Tax Compliance	21


 


Article VI

AMENDMENT AND TERMINATION


 


	Section 6.1	Amendment	21
	Section 6.2	Termination	22


 


Article VII

MISCELLANEOUS


 


	Section 7.1	Counterparts	22
	Section 7.2	Exclusive Benefit of Parties	22
	Section 7.3	Invalidity of Provisions	23
	Section 7.4	Notices	23
	Section 7.5	Appointment of Registrar and Transfer Agent, Dividend Disbursing Agent and Redemption Agent	24
	Section 7.6	Holders of Receipts Are Parties	24
	Section 7.7	Governing Law	24
	Section 7.8	Headings	25
	Section 7.9	Force Majeure	25
	Section 7.10	Confidentiality	25
	 	 	 
	EXHIBIT A	 	A-1




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THIS DEPOSIT AGREEMENT, dated as
of July 1, 2020 (this “Agreement”), is entered into among (i) FIRST HORIZON NATIONAL CORPORATION, a Tennessee
corporation and its successors (the “Corporation”), (ii) EQUINITI TRUST COMPANY, a limited trust company
organized under the laws of the State of New York (the “Depository”) and (iii) the Holders (as defined herein)
from time to time of the Receipts (as defined herein) described in this Agreement.


 


RECITALS


 


WHEREAS, the parties desire to provide,
as set forth in this Agreement, for the deposit of shares of the Corporation’s 6.600% Fixed-to-Floating Non-Cumulative Perpetual
Preferred Stock, Series C, no par value, from time to time with the Depository for the purposes set forth in this Agreement and
for the issuance hereunder of Receipts evidencing Depositary Shares (as defined herein) in respect of the Stock (as defined herein)
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 Agreement;


 


NOW, THEREFORE, in consideration of
the foregoing 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 Agreement:


 


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


 


“Articles” shall mean the Articles of Amendment
filed with the Secretary of State of the State of Tennessee establishing the Stock as a series of preferred stock of the Corporation.


 


“Corporation” shall have the meaning set forth in
the Preamble of this Agreement.


 


“Depository” shall mean Equiniti Trust Company and
any successor as depository hereunder.


 


“Depositary Shares” shall mean the depositary shares,
each representing 1/400th of a share of the Stock and evidenced by a Receipt.


 


“Depository’s Agent” shall mean an agent appointed
by the Depository pursuant to Section 5.1 hereof.


 


“Depository’s Office” shall mean the designated
office of the Depository, at which at any particular time its depositary receipt business shall be administered.



    	 



    	



    

“Receipt” shall mean one of the depositary receipts
issued hereunder, substantially in the form set forth as Exhibit A hereto, whether in definitive or temporary form, and
evidencing the number of Depositary Shares held of record by the Record Holder of those Depositary Shares and shall include the
DTC Receipt, as defined in Section 2.2 hereof, where appropriate.


 


“Record Holder” or “Holder” as applied
to a Receipt shall mean the person in whose name that Receipt is registered on the books of the Depository maintained for such
purpose.


 


“Registrar” shall mean the Depository or such other
successor bank or trust company which shall be appointed by the Corporation to register ownership and transfers of Receipts as
herein provided, and, if a successor Registrar shall be so appointed, references herein to “the books” of or maintained
by the Registrar shall be deemed, as applicable, to refer as well to the register maintained by such successor Registrar for such
purpose.


 


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


 


“Stock” shall mean the shares of the Corporation’s
6.600% Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series C, no par value, with a liquidation preference of $10,000
per share, designated in the Articles.


 


“Transfer Agent” shall mean the Depository or such
other successor bank or trust company which shall be appointed by the Corporation to transfer the Receipts and the deposited Stock.


 


Article
II

APPOINTMENT OF DEPOSITORY; BOOK-ENTRY SYSTEM; FORM
OF RECEIPTS; DEPOSIT OF STOCK; EXECUTION AND DELIVERY;
TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS


 


Section 2.1     
Appointment of Depository.


 


The Corporation hereby appoints Depository
as depository for the Stock, and Depository hereby accepts such appointment and agrees to perform the same in accordance with the
express terms and conditions set forth in this Agreement.


 


Section 2.2     
Book-Entry System; Form and Transfer of Receipts.


 


The Corporation and the Depository shall
make application to The Depository Trust Company (“DTC”) for acceptance of all of the Receipts for its book-entry settlement
system. The Corporation hereby appoints the Depository acting through any authorized officer thereof as its attorney-in-fact, with
full power to delegate, for purposes of executing any agreements, certifications or other instruments or documents necessary or
desirable in order to effect the acceptance of such Receipts for DTC eligibility. So long as the Receipts are eligible for book-entry
settlement with DTC, unless otherwise required by law, the Corporation’s Articles of Incorporation (as amended and including
the Articles) or its By-laws (as amended), all Depositary Shares with book-entry settlement through DTC shall be represented by
one or more receipts (the “DTC Receipt”), which shall be deposited with DTC (or its designee) evidencing all such Depositary
Shares and registered in the name of the nominee of DTC (initially expected to be Cede & Co.). The Depository or such other
entity as is agreed to by DTC may hold the DTC



    	 	2	 



    	



    

Receipt as custodian for DTC. Ownership of
beneficial interests in the DTC Receipt shall be shown on, and the transfer of such ownership shall be effected through, records
maintained by (i) DTC or its nominee for such DTC Receipt or (ii) institutions that have accounts with DTC. The DTC Receipt shall
bear such legend or legends as may be required by DTC in order for it to accept the Depositary Shares for its book-entry settlement
system.


 


If DTC subsequently ceases to make its book-entry
settlement system available for the Receipts, the Corporation may instruct the Depository regarding making other arrangements for
book-entry settlement. If the Receipts are not eligible for book-entry form, except as required by law, the Corporation’s
Restated Charter (as amended and including the Articles) or its By-laws (as amended), the Depository shall provide written instructions
to DTC to deliver the DTC Receipt to the Depository for cancellation and the Corporation shall instruct the Depository to deliver
to the beneficial owners of the Depositary Shares previously evidenced by the DTC Receipt definitive Receipts in physical form
evidencing such Depositary Shares.


 


Except as required by law, the Corporation’s
Restated Charter (as amended and including the Articles) or its By-laws (as amended), beneficial owners of Depositary Shares through
DTC will not be entitled to receive Receipts in physical, certificated form or have Depositary Shares registered in their name,
except as described below.


 


The DTC Receipt shall be exchangeable for
definitive Receipts only if required by law, the Corporation’s Restated Charter (as amended and including the Articles) or
its By-laws (as amended), or if (i) DTC notifies the Corporation at any time that it is unwilling or unable to continue to make
its book-entry settlement available for the Receipts and a successor to DTC is not appointed by the Corporation within 90 days
of the date the Corporation is so informed in writing, (ii) DTC notifies the Corporation at any time that it has ceased to be a
clearing agency registered under applicable law and a successor to DTC is not appointed within 90 days of the date the Corporation
is so informed in writing, or (iii) the Corporation in its sole discretion notifies the Depository in writing that the DTC Receipt
shall be exchangeable for definitive Receipts. If beneficial owners of interests in Depositary Shares are entitled to exchange
such interests for definitive Receipts as the result of an event described in clause (i), (ii) or (iii) of the preceding sentence
(or if required by law, the Corporation’s Restated Charter (as amended and including the Articles) or its By-laws (as amended)),
then without unnecessary delay but in any event not later than the earliest date on which such beneficial interests may be so exchanged,
upon receipt by the Depository of the DTC Receipt for cancellation and any other necessary documentation, the Depository is hereby
directed to and shall execute and deliver to the beneficial owners of the Depositary Shares previously evidenced by the DTC Receipt
definitive Receipts in physical form evidencing such Depositary Shares and to make appropriate entries in the register with respect
thereto. Notwithstanding any other provision herein to the contrary delivery of Shares and other property in connection with the
withdrawal or redemption of Depositary Shares evidenced by a DTC Receipt will be made through DTC and in accordance with its procedures,
unless the holder of the relevant DTC Receipt otherwise requests and such request is reasonably acceptable to the Depository and
the Corporation.


 


Receipts shall be in denominations of any
number of whole Depositary Shares. The Corporation shall deliver to the Depository from time to time such quantities of Receipts
as the



    	 	3	 



    	



    

Depository may request to enable the Depository
to perform its obligations under this Agreement.


 


The DTC Receipt and definitive Receipts,
if any, shall be substantially in the form set forth in Exhibit A of this Agreement and incorporated herein by reference,
with appropriate insertions, modifications and omissions, as hereinafter provided and shall be engraved or otherwise prepared so
as to comply with applicable rules of any securities exchange on which the Depositary Shares are then listed. In the case of any
of the events described above resulting in the issuance of definitive Receipts in exchange for the DTC Receipt, the Depository,
pending preparation of definitive Receipts and upon the written order of the Corporation, delivered in compliance with Section
2.3 hereof, shall execute and deliver temporary Receipts which may be 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 Corporation and the Depository will cause definitive Receipts to be prepared without
unreasonable delay. After the preparation of definitive Receipts, the temporary Receipts shall be exchangeable by the Holder for
definitive Receipts upon surrender of the temporary Receipts at an office described in the first paragraph of Section 2.3
hereof, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Receipts, the Depository 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 Corporation’s expense and without any charge
therefor to the Holder or the Depository. Until so exchanged, the temporary Receipts shall in all respects be entitled to the same
benefits under this Agreement as definitive Receipts.


 


Receipts shall be executed by the Depository
by the manual, facsimile or electronic signature of a duly authorized officer of the Depository;
provided that, if a Registrar for the Receipts (other than the Depository) shall have been appointed, such Receipts shall
also be countersigned by manual, facsimile or electronic signature of a duly authorized officer of such Registrar. No Receipt shall
be entitled to any benefits under this Agreement or be valid or obligatory for any purpose unless it shall have been executed as
described in the preceding sentence. The Registrar shall record on its books each Receipt so signed and delivered as hereinafter
provided. Receipts bearing the manual, facsimile or electronic signature of a duly authorized signatory of the Depository who was
at any time a proper and duly authorized signatory of the Depository shall bind the Depository, notwithstanding that such signatory
ceased to hold such office prior to the delivery of such Receipts or did not hold such office on the date of issuance of such receipts.


 


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 Agreement all as may be reasonably
required by the Corporation 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 Receipts are subject.



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Title to Depositary Shares evidenced by a
Receipt which is properly endorsed, or accompanied by a duly 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 any particular Receipt shall be registered on the books of the Registrar as provided
in Section 2.4 hereof, the Depository 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 payments, to exercise any redemption or voting rights or to receive any notice provided for in this Agreement
and for all other purposes.


 


Section 2.3     
Deposit of Stock; Execution and Delivery
of Receipts.


 


Subject to the terms and conditions of this
Agreement, the Corporation may from time to time deposit shares of Stock under this Agreement by delivery to the Depository, including
via electronic book-entry, for such shares of Stock to be deposited (or in such other manner as may be agreed to by the Corporation
and the Depository), properly endorsed or accompanied, if required by the Depository, by a duly executed instrument of transfer
or endorsement, in form satisfactory to the Depository, together with (i) all such certifications as may be required by the Depository
in accordance with the provisions of this Agreement, including the resolutions of the Board of Directors of the Corporation or
a committee of the Board of Directors, as certified by the Secretary or any Assistant Secretary of the Corporation on the date
thereof as being complete, accurate and in effect, relating to issuance and sale of the Stock, (ii) an opinion of counsel to the
Corporation addressed to the Depository containing opinions, or a letter of counsel to the Corporation authorizing reliance on
such counsel’s opinions delivered to the underwriters named therein, relating to (A) the existence and good standing of the
Corporation, (B) the due authorization of the Depositary Shares and the status of the Depositary Shares as validly issued, fully
paid and non-assessable, and (C) the effectiveness of any registration statement under the Securities Act relating to the Depositary
Shares or whether exemption from such registration is applicable, and (iii) a written order of the Corporation, directing the Depository
to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the
number of Depositary Shares representing such deposited Stock. Shares of deposited Stock shall be held by the Depository in an
account to be established by the Depository at the Depository’s Office, or at such other place or places as the Depository
shall determine. As Registrar and Transfer Agent for the deposited Stock, the Depository will reflect changes in the number of
shares of deposited Stock held by it by notation, book-entry or other appropriate method.


 


Upon receipt by the Depository of shares
of Stock deposited in accordance with the provisions of this Section 2.3 hereof, together with the other documents required
as above specified, and upon registering the Stock on the books of the Corporation (or its duly appointed Transfer Agent) in the
name of the Depository or its nominee, the Depository, subject to the terms and conditions of this Agreement, shall execute and
deliver to, or upon the order of, the person or persons named in the written order delivered to the Depository referred to in the
first paragraph of this Section 2.3, 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 Depository shall
execute and deliver such Receipt or Receipts at the Depository’s Office or such other offices, if any, as the Depository



    	 	5	 



    	



    

may designate. Delivery at other offices shall
be at the risk and expense of the person requesting such delivery.


 


Section 2.4     
Registration of Transfer of Receipts.


 


Subject to the terms and conditions of this
Agreement, the Depositary, as Registrar and Transfer Agent for the Receipts, shall register on its books from time to time transfers
of Receipts upon any surrender thereof by the Holder in person or by a duly authorized attorney, properly endorsed or accompanied
by a duly executed instrument of transfer, including a guarantee of the signature thereon from an eligible guarantor institution
participating in a signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the
“Signature Guarantee”), and any other evidence of authority as may be reasonably required by the Depository (or successor
Registrar or Transfer Agent). Thereupon, the Depository 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.


 


Section 2.5     
Split-ups and Combinations of Receipts; Surrender
of Receipts and Withdrawal of Stock.


 


Upon surrender of a Receipt or Receipts at
the Depository’s Office or at such other offices as the Depository 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 Agreement, the Depository 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 Depositary Shares represented by the Receipts at the Depository’s Office or at such other offices as the Depository may
designate for such withdrawals; provided, that a holder
of a Receipt or Receipts may not withdraw such Stock (or money, if any, represented thereby) which has previously been called for
redemption. If such holder’s Depositary Shares are being held by DTC or its nominee, DTC shall be deemed the holder hereunder
for all purposes. It shall be the duty of the DTC participant or the beneficial owner to request DTC to withdraw from the book-entry
system the number of Depositary Shares specified above. Upon such surrender, upon payment of the fee of the Depositary for the
surrender of Receipts to the extent provided in Section 5.7 and payment of all taxes and governmental charges in connection
with such surrender and withdrawal of Stock, and subject to the terms and conditions of this Agreement, the Depository 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, or Depositary Shares represented by such 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
Depository in connection with such withdrawal shall evidence a number of Depositary Shares in excess of the number of



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Depositary Shares representing the number
of whole shares of Stock to be withdrawn, the Depository 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 2.4 hereof
upon his order, a new Receipt evidencing such excess number of Depositary Shares; provided, however, that the Depository shall
not issue any Receipt evidencing a fractional Depositary Share.


 


Delivery of the Stock and money being withdrawn
may be made by the delivery of such certificates, documents of title and other instruments as the Depository may deem appropriate
(or in such other manner as may be agreed to by the Corporation and the Depository), which, if required by the Depository, shall
be properly endorsed or accompanied by proper instruments of transfer including, but not limited to, a Signature Guarantee.


 


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 related Receipt or Receipts
being surrendered for withdrawal of such Stock, such Holder shall execute and deliver to the Depository a written order so directing
the Depository, and the Depository 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 duly 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 Depository at the Depository’s
Office, except that, at the written request, sole risk and expense of the Holder surrendering such Receipt or Receipts and for
the account of the Holder thereof, such delivery may be made at such other place as may be designated by such Holder.


 


Section 2.6     
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 Depository, any of the
Depository’s Agents or the Corporation may require payment to it of a sum sufficient for the payment (or, in the event that
the Depository or the Corporation shall have made such payment, the reimbursement to it) of any charges or expenses payable by
the Holder of a Receipt pursuant to Sections 3.2 and 5.7 hereof, may require the production of evidence satisfactory
to it as to the identity and genuineness of any signature, including a signature guarantee, and may also require compliance with
such regulations, if any, as the Depository or the Corporation may establish consistent with the provisions of this Agreement and
applicable law and as may be required by any securities exchange on which the Stock, the Depositary Shares or the Receipts may
be listed.


 


The deposit of the 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 shareholders
of the Corporation is closed or (ii) if any such action is deemed necessary or advisable by the Depository, any of the Depository’s
Agents or the Corporation 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 Agreement.



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Section 2.7     
Lost Receipts, etc.


 


If any Receipt is lost, stolen, mutilated
or destroyed, absent notice to the Corporation or the Depository that such certificates have been acquired by a protected purchaser,
the Corporation may, upon receipt by the Depository of an open penalty surety bond satisfactory to it and holding it and the Corporation
harmless, cause to be issued, in a form mutually agreed to by the Depository and the Corporation, a new Receipt of like denomination,
tenor and date as the Receipt so lost, stolen, mutilated or destroyed, and countersigned by the Depository. Any such new Receipt
shall constitute a substitute contractual obligation of the Corporation, whether or not the allegedly lost, stolen, mutilated or
destroyed Receipt shall be at any time enforceable by anyone. The Depository may, at its option, countersign replacement Receipts
for mutilated certificates upon presentation thereof without such indemnity.


 


Section 2.8     
Cancellation and Destruction of Surrendered Receipts.


 


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


 


Section 2.9     
Redemption of Stock.


 


Whenever the Corporation shall be permitted
and shall elect to redeem shares of Stock in accordance with the terms of the Articles, it shall (unless otherwise agreed to in
writing with the Depository) give or cause to be given to the Depository, not less than 30 days and not more than 60 days prior
to the Redemption Date (as defined below), written notice of the date of such proposed redemption of Stock and of the number of
such shares held by the Depository to be so redeemed and the applicable redemption price, which notice shall be accompanied by
a certificate from the Corporation stating that such redemption of Stock is in accordance with the provisions of the Articles.
On the Redemption Date, provided that the Corporation shall then have paid or caused to be paid in full to the Depository the redemption
price of the Stock to be redeemed in accordance with the provisions of the Articles, the Depository shall redeem the number of
Depositary Shares representing such Stock. The Depository shall provide notice of the Corporation’s redemption of Stock and
the proposed simultaneous redemption of the number of Depositary Shares representing the Stock to be redeemed by reasonably acceptable
transmission method, as determined by the Depository, not less than 30 days 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 their respective last addresses as they appear on the records of the Depository;
but neither failure to provide any notice of redemption of Depositary Shares to one or more Holders nor any defect in any
notice of redemption of Depositary Shares to one or more Holders shall affect the sufficiency of the proceedings for redemption
as to the other Holders. Each notice shall be prepared by the Corporation and shall state: (i) the Redemption Date;
(ii) the redemption price; (iii) if fewer than
all Depositary Shares are to be redeemed, the number of Depositary Shares to be redeemed;
and (iv) the manner in which holders of the Depositary Shares called for redemption may obtain payment of the redemption
price in respect to those Depositary Shares. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary
Shares to be so redeemed shall be selected in accordance with the Articles.



    	 	8	 



    	



    

Notice having been provided by the Depository
as aforesaid, from and after the Redemption Date (unless the Corporation 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 accumulate 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 Receipts evidencing any such Depositary Shares called for redemption (properly endorsed or assigned
for transfer, if the Depository or applicable law shall so require), such Depositary Shares shall be redeemed by the Depositary
at a redemption price per Depositary Share equal to 1/400th of the redemption price per share
of Stock so redeemed plus all money represented by such Depositary Shares, including, if required by the provisions of the Articles,
all amounts paid by the Corporation in respect of dividends which on the Redemption Date have been declared on the shares of Stock
to be so redeemed and have not theretofore been paid.


 


If fewer than all of the Depositary Shares
evidenced by a Receipt are called for redemption, the Depository will deliver to the Holder of such Receipt upon its surrender
to the Depository, together with payment of the redemption price for any and all other amounts payable in respect of the Depositary
Shares called for redemption, a new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for
redemption; provided, however, that the Depository shall
not issue any Receipt evidencing a fractional Depositary Share and cash will be payable in respect of fractional interests.


 


The Corporation shall be entitled to receive,
from time to time, from the Depositary any interest accrued on such funds deposited with the Depository, 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 Depository to the Corporation.


 


Article
III

CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE CORPORATION


 


Section 3.1     
Filing Proofs; Certificates and Other Information.


 


Any Holder of a Receipt may be required from
time to time to file proof of residence, or other matters or other information, to execute certificates and to make such representations
and warranties as the Depository or the Corporation may reasonably deem necessary or proper. The Depository or the Corporation
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 and evidenced by a 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.



    	 	9	 



    	



    

Holders of Receipts shall be obligated to
make payments to the Depository of certain charges and expenses, as provided in Section 5.7 hereof. 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, interest payments or other distributions
may be withheld or any part of or all the Stock or other property, if any, represented by the Depositary Shares evidenced by such
Receipt and not 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, interest payments or other distributions 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 Corporation 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 the related Receipts.


 


Section 3.4     
Warranty as to Receipts.


 


The Corporation hereby represents and warrants
that the Receipts, when issued, will represent legal and valid interests in the Depositary Shares, and each Depositary Share will
represent one 1/400th interest in a share of deposited Stock. Such representation and warranty
shall survive the deposit of the Stock and the issuance of the Receipts.


 


Article
IV

THE DEPOSITED SECURITIES; NOTICES


 


Section 4.1     
Cash Distributions.


 


Whenever the Depositary, as distribution
agent, shall receive any cash dividend or other cash distribution on the Stock, the Depository shall, subject to Sections 3.1
and 3.2 hereof, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.4 hereof
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 Corporation or the Depository 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, or as otherwise required by law, regulation or
court process, the amount made available for distribution or distributed in respect of Depositary Shares shall be reduced accordingly.
In the event that the calculation of any such cash dividend or other cash distribution to be paid to any Record Holder on the aggregate
number of Depositary Shares held by such Record Holder results in an amount that is a fraction of a cent and that fraction of a
cent is equal to or greater than $0.005, the amount the Depository shall distribute to such Record Holder shall be rounded up to
the next highest whole cent; otherwise, such fractional
amount shall be disregarded by the Depository and shall be added to and be treated as part of the next succeeding distribution.



    	 	10	 



    	



    

Each Holder of a Receipt shall provide the
Depository 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 Depository 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 Depository shall receive any
distribution other than cash, rights, preferences or privileges upon the Stock, the Depository shall, subject to Sections 3.1
and 3.2 hereof, distribute to Record Holders of Receipts on the record date fixed pursuant to Section 4.4 hereof
such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers
of Depositary Shares evidenced by such Receipts held by such Holders, in any manner that the Depository may deem equitable and
practicable for accomplishing such distribution. If in the opinion of the Depository such distribution cannot be made proportionately
among such Record Holders, or if for any other reason (including any requirement that the Corporation or the Depository withhold
an amount on account of taxes or governmental charges) the Depository deems, after consultation with the Corporation, such distribution
not to be feasible, the Depository may, with the approval of the Corporation, 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 and 3.2 hereof, be distributed or made available for distribution, as the case may be, by the Depository to Record
Holders of Receipts as provided by Section 4.1 hereof in the case of a distribution received in cash. The Corporation shall
not make any distribution of securities to the Depository, and the Depository shall not make any distribution of such securities
or property to the Holders of Receipts, unless the Corporation 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 distributions.


 


Section 4.3     
Subscription Rights, Preferences or Privileges.


 


If the Corporation shall at any time offer
or cause to be offered to the persons in whose names the deposited Stock is recorded on the books of the Corporation 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 communicated to the Depository and thereafter made
available by the Depository to the Record Holders of Receipts in such manner as the Depository (in consultation with the Corporation)
may determine, either by the issue to such Record Holders of warrants representing such rights, preferences or privileges or by
such other method as may be approved by the Depository in its discretion with the approval of the Corporation;
provided, however, that (i) if at the time of issue or offer of any such rights, preferences or privileges the Depository
or the Corporation determines that it is not lawful or (after consultation with the Corporation) not feasible to make such rights,
preferences or privileges available to Holders of Receipts by the issue of warrants 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 Depository,
in its discretion (with



    	 	11	 



    	



    

approval of the Corporation, in any case where
the Depository 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 and 3.2 hereof, be distributed by the Depository to the Record Holders of Receipts
entitled thereto as provided by Section 4.1 hereof in the case of a distribution received in cash.


 


The Corporation shall promptly notify the
Depository 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 the Corporation agrees with the Depository that it will file promptly a registration statement pursuant to the Securities
Act with respect to such rights, preferences or privileges and securities and use its best efforts and take all steps available
to it to cause such registration statement to become 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 Depository 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 statement shall have become effective, or the Corporation shall have provided to the Depository an opinion
of counsel (which may be in-house counsel) to the effect that the offering and sale of such securities to the Holders are exempt
from registration under the provisions of the Securities Act.


 


The Corporation shall promptly notify the
Depository whether any other action under the laws of any jurisdiction or any governmental or administrative authorization, consent
or permit is required in order for such rights, preferences or privileges to be made available to Holders of Receipts, and the
Corporation agrees with the Depository that the Corporation will use its reasonable best efforts to take such action or obtain
such authorization, consent or permit 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 the Stock, or whenever the Depository shall receive notice of (A) any meeting at which
holders of the Stock are entitled to vote or of which holders of the Stock are entitled to notice or (B) any election on the part
of the Corporation to redeem any such Stock, or whenever the Depository and the Corporation shall decide it is appropriate, the
Depository shall in each such instance fix a record date (which shall be the same date as the record date fixed by the Corporation
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 whose Depositary Shares are to be so redeemed or for any other appropriate reasons.



    	 	12	 



    	



    

Section 4.5     
Voting Rights.


 


Subject to the provisions of the Articles,
upon receipt of notice of any meeting at which the holders of the Stock are entitled to vote, the Depository shall, as soon as
practicable thereafter, provide to the Record Holders of Receipts, determined on the record date as set forth in Section 4.4
hereof, a notice prepared by the Corporation 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 Depository 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 Depository to give a discretionary proxy to a person designated by the Corporation) 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 Depository 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 Corporation hereby agrees to take all reasonable
action which may be deemed necessary by the Depository in order to enable the Depository to vote such Stock or cause such Stock
to be voted. In the absence of specific instructions from Holders of Receipts, the Depository will not vote (but at its discretion,
may appear at any meeting with respect to such Stock unless directed otherwise by the Holders of all the Receipts) to the extent
of the Stock represented by the Depositary Shares evidenced by the Receipts of such Holders.


 


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, subject to the provisions of the Articles, or upon any recapitalization,
reorganization, merger or consolidation affecting the Corporation or to which it is a party, the Depository may in its discretion
with the approval of, and shall upon the instructions of, the Corporation, and (in either case) in such manner as the Depository
may deem equitable, (i) make such adjustments as are certified by the Corporation in the fraction of an interest represented by
one Depositary Share in one share of Stock and in the ratio of the redemption price per Depositary Share to the redemption price
per share of Stock, in each case as may be necessary fully to reflect the effects of such change in par or stated value, split-up,
combination or other reclassification of the Stock, or of such recapitalization, reorganization, merger or consolidation and (ii)
treat any securities which shall be received by the Depository 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 Corporation
may in its discretion direct the Depository to 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 or consolidation
to surrender such Receipts to the Depository 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



    	 	13	 



    	



    

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. The Corporation shall cause reflective provisions to be included in the charter
or equivalent organizational document of the resulting or surviving entity (if other than the Corporation) for the protection of
such rights as may be applicable upon the exchange of the deposited Stock for securities or property or cash of the resulting or
surviving entity in connection with the transactions set forth above. The Corporation shall cause any such surviving entity (if
other than the Corporation) to expressly assume the obligations of the Corporation hereunder or to enter into a deposit agreement
in form and substance providing for substantially the same rights and protection for the Holders.


 


Section 4.7     
Delivery of Reports.


 


The Depository shall furnish to Holders of
Receipts any reports and communications received from the Corporation which are received by the Depository, as the holder of the
Stock, and which the Corporation is required to furnish to the holders of the Stock.


 


Section 4.8     
Lists of Receipt Holders.


 


Reasonably promptly upon request from time
to time by the Corporation, at the sole expense of the Corporation, the Depository shall furnish to it a list, as of the most recent
practicable date, of the names, addresses and holdings of Depositary Shares of all registered Holders of Receipts.


 


Article
V

THE DEPOSITORY, THE DEPOSITORY’S AGENTS, THE REGISTRAR AND THE CORPORATION


 


Section 5.1     
Maintenance of Offices, Agencies and Transfer Books by the Depository;
Registrar; Depository’s Agents.


 


Upon execution of this Agreement, the Depository
shall maintain at the Depository’s Office, facilities for the execution and delivery, registration and registration of transfer,
surrender and exchange of Receipts, and at the offices of the Depository’s Agents, if any, facilities for the delivery, registration
of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Agreement;
provided that, to the extent provisions of this Agreement regarding transfer or registration functions performed by the
Depository conflict with the terms of any transfer agency agreement between the Corporation and the Depository, the terms of such
transfer agency agreement shall control.


 


The Registrar shall keep books at the Depository’s
Office for the registration and transfer of Receipts. Upon direction by the Corporation and with reasonable notice to the Registrar,
the Depository shall open its books for inspection by the Record Holders of Receipts as directed by the Corporation;
provided that any Holder shall be granted such right by the Corporation only after certifying 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.



    	 	14	 



    	



    

The Registrar 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.


 


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


 


The Depository may from time to time appoint
Depository’s Agents to act in any respect for the Depository for the purposes of this Agreement and may from time to time
appoint additional Depository’s Agents and vary or terminate the appointment of such Depository’s Agents, provided
that the Depository will notify the Corporation of any such appointment or variation or termination of such appointment.


 


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


 


None of the Depository, any Depository’s
Agent, any Registrar or the Corporation shall incur any liability to any Holder of a 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 Depository, the Depository’s Agent or the Registrar, by reason of any provision, present or future, of the
Corporation’s Restated Charter (as amended and including the Articles) or by reason of any act of God or war or other circumstance
beyond the control of the relevant party, the Depository, the Depository’s Agent, the Registrar or the Corporation shall
be prevented, delayed or forbidden from, or subjected to any penalty on account of, doing or performing any act or thing which
the terms of this Agreement provide shall be done or performed. Nor shall the Depository, any Depository’s Agent, any Registrar
or the Corporation 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 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 Agreement except, in case of any such
exercise or failure to exercise discretion not caused as aforesaid, if caused by the gross negligence, willful misconduct or bad
faith (each as determined by a final judgment of a court of competent jurisdiction) of the party charged with such exercise or
failure to exercise, or as otherwise explicitly set forth in this Agreement.



    	 	15	 



    	



    

Section 5.3     
Obligations of the Depository, the Depository’s Agents, the Registrar and the Corporation.


 


Whenever in the performance of its duties
under this Agreement the Depository shall deem it necessary or desirable that any fact or matter be proved or established by the
Corporation prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chairman of
the Board, the President, Chief Executive Officer, the Senior Executive Vice President, Chief Financial Officer, or the Corporate
Secretary of the Corporation and delivered to the Depository. The Depository may rely upon, and be held harmless for such reliance,
upon such statement for any action taken or suffered by it pursuant to the provisions of this Agreement and shall not be held liable
in connection with any delay in receiving such statement.


 


The Depository, any Depository’s Agent
and any Registrar shall not be obligated to expend or risk its own funds or to take any action that it believes would expose or
subject it to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances
of repayment or indemnity satisfactory to it.


 


The Depository shall not be accountable or
under any duty or responsibility for the use by the Corporation of any Receipts authenticated by the Depository and delivered by
it to the Corporation pursuant to this Agreement or for the application by the Corporation of the proceeds of the issue and sale,
or exercise, of the Receipts.


 


The Depository shall not have any duty or
responsibility in the case of the receipt of any written demand from any Holder with respect to any action or default by the Corporation,
including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any
proceedings at law or otherwise or to make any demand upon the Corporation.


 


None of the Depository, any Depository’s
Agent, any Registrar or the Corporation shall be liable for any action or any failure to act by it in reliance upon the written
advice of legal counsel (including legal counsel for the Corporation) or accountants, or information from any person presenting
Stock for deposit, any Holder of a Receipt or any other person. Such advice shall be full and complete authorization, protection
to, and indemnification by the Corporation of, the Depository, the Depository’s Agent, any Registrar and subcontractors as
to any action taken or omitted by it in accordance with such advice, believed (in the absence of gross negligence, willful misconduct
or bad faith, each as determined by a final judgment of a court of competent jurisdiction) by such parties to be genuine and to
have been signed or presented by the proper party or parties.


 


The Depository 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 inaction does not result from fraud, gross negligence, willful misconduct or bad faith (each as determined
by a final judgment of a court of competent jurisdiction). The Depository undertakes, and any Registrar shall be required to undertake,
to perform such duties and only such duties as are expressly set forth in this Agreement, and no implied covenants or obligations



    	 	16	 



    	



    

shall be read into this Agreement against
the Depository or any Registrar. The Depository shall act hereunder solely as agent for the Corporation and shall not assume any
obligations or relationship of agency or trust with any of the Holders.


 


The Depository may execute and exercise any
of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorney or agents,
and the Depository shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorney or agents
or for any loss to the Corporation resulting from any such act, default, neglect or misconduct, absent gross negligence, bad faith
or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction) in the selection and continued
employment thereof.


 


From time to time, the Corporation may provide
the Depository with instructions concerning the services performed by the Depository hereunder. In addition, at any time the Depository
may apply to any officer of the Corporation for instructions. The Depository may rely on and shall be held harmless and protected
and shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it in reliance upon any
certificate, statement, instrument, opinion, notice, letter, facsimile transmission, telegram or other document, or any security
delivered to it, and believed by it to be genuine and to have been made or signed by the proper party or parties, or upon any written
or oral instructions or statements from the Corporation with respect to any matter relating to its acting as Depository hereunder.
The Depository shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof
from the Corporation.


 


The Depository, its parent, affiliates or
subsidiaries, the Depository’s Agents, the Registrar, and each of their equity holders, directors, officers or employees
may own, buy, sell and deal in any class of securities of the Corporation and its affiliates and in Receipts or Depositary Shares
or become pecuniarily interested in any transaction in which the Corporation or its affiliates may be interested or contract with
or lend money to any such person or otherwise act as fully or as freely as if it were not the Depository, the parent, affiliate
or subsidiary or the Depository’s Agent or the Registrar hereunder. The Depository may also act as trustee, transfer agent
or registrar of any of the securities of the Corporation and its affiliates. Nothing herein shall preclude the Depository from
acting in any other capacity for the Corporation or for any other legal entity.


 


None of the Depository (or its officers,
directors, employees or agents), any Depository’s Agent or the Registrar makes any representation or has any responsibility
as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act,
the Stock, the Depositary Shares or the Receipts (except for its counter-signatures thereon) or any instruments referred to therein
or herein, or as to the correctness of any statement made therein or herein and the Depository shall not be liable for or by reason
of any of the statements of fact or recitals contained in this Agreement or in the Receipts (except its countersignature hereof
and thereof) or be required to verify the same, and all such statements and recitals are and shall be deemed to have been made
by the Corporation only; provided that the Depositary is responsible for any and all of its representations in this Agreement.


    	 	17	 



    	



    

The Depository shall have no responsibility
for any breach by the Corporation of any covenant or condition contained in this Agreement or in any Receipt; nor shall it be responsible
to make any calculations or adjustments (or confirm or verify the accuracy or correctness of any such calculations or adjustments)
required under any provisions of the Receipts or this Agreement; nor shall it be responsible for the manner, method or amount of
any such calculations or adjustments or the ascertaining of the existence of facts that would require any such calculations or
adjustments; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation
of any shares of Stock to be issued pursuant to this Agreement or any Receipt or as to whether any shares of Stock will when issued
be valid and fully paid and nonassessable.


 


The Depository assumes no responsibility
for the correctness of the description that appears in the Receipts. Notwithstanding any other provision herein or in the Receipts,
the Depository makes no warranties or representations as to the validity or genuineness of any Stock at any time deposited with
the Depository hereunder or of the Depositary Shares, as to the validity or sufficiency of this Agreement, as to the value of the
Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares. The
Depository shall not be accountable for the use or application by the Corporation of the Depositary Shares or the Receipts or the
proceeds thereof.


 


The Depository may rely on and be fully authorized
and protected in acting or failing to act upon (i) any guaranty of signature by an “eligible guarantor institution”
that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee
program” or insurance program in addition to, or in substitution for, the foregoing;
or (ii) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter
have been altered, changed, amended or repealed.


 


Notwithstanding anything to the contrary
herein, no party to this Agreement shall be liable for any incidental, indirect, punitive, special or consequential damages of
any nature whatsoever, including, but not limited to, loss of anticipated profits, arising under any provision of this Agreement
or out of any act or failure to act even if apprised of the possibility of such damages.


 


The Depository 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 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 Depository shall not be responsible for advancing funds on behalf of the Corporation 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 Depository believes
any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper
or document received by the Depository hereunder, or in the administration of any of the provisions of this Agreement, the
Depository 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 Depository may, in its sole discretion upon written notice to the Corporation, refrain from
taking any action and shall be fully protected and shall not be liable in any way to the Corporation, any Holders of


    	 	18	 



    	



    

Receipts or any other person or entity for
refraining from taking such action, unless the Depository receives written instructions or a certificate signed by the Corporation
which eliminates such ambiguity or uncertainty to the satisfaction of the Depository or which proves or establishes the applicable
matter to the satisfaction of the Depository.


 


The Depository undertakes not to issue any
Receipt other than to evidence the Depositary Shares representing interests in the shares of Stock that have been delivered to
and are then on deposit with the Depository.


 


The Depository also undertakes not to sell,
except as provided herein, pledge or lend Depositary Shares or any shares of deposited Stock by it as Depository.


 


The Depository shall not be held to have
notice of any change of authority of any person, until receipt of written notice thereof from the Corporation. The obligations
of the Corporation and the rights of the Depository set forth in this Section 5.3 shall survive the termination of this Agreement,
the resignation, removal of the Depository, and any succession of any Depository, Registrar or Depository’s Agent.


 


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


 


The Depository may at any time resign as
Depository hereunder by delivering notice (pursuant to the notice provisions contained in Section 7.4) of its election to
do so to the Corporation upon 30 days’ notice of such resignation. The Depository may at any time be removed by the Corporation
by 30 days’ written notice of such removal delivered to the Depository.


 


In case at any time the Depository acting
hereunder shall resign or be removed, the Corporation shall, within 30 days after the delivery of the notice of resignation or
removal, as the case may be, appoint a successor Depository, which shall be authorized under applicable laws to exercise the powers
of a transfer agent and subject to supervision or examination by federal or state authorities having its principal office in the
United States of America and (together with its affiliates) having a combined capital and surplus of at least $50,000,000. If no
successor Depository shall have been so appointed and have accepted appointment within 30 days after delivery of such notice, a
Holder may petition any court of competent jurisdiction for the appointment of a successor Depository. Every successor Depository
shall execute and deliver to its predecessor and to the Corporation an instrument in writing accepting its appointment hereunder,
and thereupon such successor Depository, 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 Depository under this Agreement, and such predecessor,
upon payment of all sums due it and on the written request of the Corporation, 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 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 successor Depository shall promptly provide notice of its appointment to the Record Holders of Receipts.


    	 	19	 



    	



    

Any entity into or with which the Depository
may be merged, consolidated or converted, or any person to which all or a substantial part of the assets of the Depository may
be transferred or which succeeds to the shareholder services business of the Depository shall be the successor of the Depository
without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor
Depository may authenticate the Receipts in the name of the predecessor Depository or its own name as successor Depository.


 


Section 5.5     
Corporate Notices and Reports.


 


The Corporation agrees that it will deliver
to the Depository, and the Depository will, as soon as practicable, after receipt thereof, transmit to the Record Holders of Receipts,
in each case at the addresses recorded in the Depository’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 Corporation’s Restated Charter (as amended and including the Articles), to be furnished
to the Record Holders of Receipts. Such transmission will be at the Corporation’s expense and the Corporation will provide
the Depository with such number of copies of such documents as the Depository may request. In addition, the Depository will transmit
to the Record Holders of Receipts at the Corporation’s expense, including applicable fees, such other documents as may be
requested by the Corporation.


 


Section 5.6     
Indemnification by the Corporation.


 


The Corporation shall indemnify the Depository, any Depository’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) may
be paid, incurred or suffered by or to which it may become subject, arising from or out of, directly or indirectly, any claims
or liability resulting from acts performed, suffered or omitted to be taken in connection with this Agreement and the Receipts
by the Depository, any Registrar or any of their respective agents (including any Depository’s Agent) and any transactions
or documents contemplated hereby, except for any liability arising out of gross negligence, willful misconduct or bad faith (each
as determined by a final judgment of a court of competent jurisdiction) on the respective parts of any such person or persons.
The costs and expenses incurred by the Depository in enforcing this right of indemnification shall be paid by the Corporation.
The obligations of the Corporation and the rights of the Depository set forth in this Section 5.6 shall survive the termination
of this Agreement and any succession of any Depository, Registrar or Depository’s Agent.


 


Section 5.7     
Fees, Charges and Expenses.


 


The Corporation agrees promptly to pay the
Depository the compensation to be agreed upon with the Corporation for all services rendered by the Depository hereunder and to
reimburse the Depository for its reasonable out-of-pocket expenses (including reasonable counsel fees and expenses) incurred by
the Depository without gross negligence, willful misconduct or bad faith (each as determined by a final judgment of a court of
competent jurisdiction) on its part (or on the part of any agent or Depository’s Agent) in connection with the services rendered
by it (or such agent or Depository’s Agent) hereunder. The Corporation shall


    	 	20	 



    	



    

pay all charges of the Depository in connection
with the initial deposit of the Stock and the initial issuance of the Depositary Shares and any redemption or exchange of the Stock
at the option of the Corporation. The Corporation shall pay all transfer and other taxes and governmental charges arising solely
from the existence of the depository 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 Depository incurs
charges or expenses for which the Corporation is not otherwise liable hereunder, such Holder will be liable for such charges and
expenses; provided, however, that the Depository may, at its sole option, request that the Corporation direct a Holder of
a Receipt to prepay the Depository any charge or expense the Depository has been asked to incur at the request of such Holder of
Receipts. The Depository shall present its statement for charges and expenses to the Corporation at such intervals as the Corporation
and the Depository may agree. The Depository shall not register any transfer or issue or deliver any Receipt(s) or Depositary Shares
unless or until the persons requesting the registration or issuance shall have paid to the Depository for the account of the Corporation
the amount of such tax, if any, or shall have established to the reasonable satisfaction of the Corporation and the Depository
that such tax, if any, has been paid.


 


Section 5.8     
Tax Compliance.


 


The Depository on its own behalf and on behalf
of the Corporation, will comply with all applicable certification, information reporting and withholding (including “backup”
withholding) requirements imposed by applicable tax laws, regulations or administrative practice with respect to (i) any payments
made with respect to the Depositary Shares or (ii) the issuance, delivery, holding, transfer, redemption or exercise of rights
under the Depositary Receipts or the Depositary Shares. Such compliance shall include, without limitation, the preparation and
timely filing of required returns and the timely payment of all amounts required to be withheld to the appropriate taxing authority
or its designated agent.


 


The Depository shall comply with any written
instructions received from the Corporation with respect to the application of such requirements to particular payments or Holders,
and may for purposes of this Agreement rely on any such instructions in accordance with the provisions of Section 5.3 hereof.
The Depository shall have no duties, responsibilities or obligations to take any action under this paragraph without clear and
precise instructions from the Corporation.


 


The Depository shall maintain all appropriate
records documenting compliance with such requirements, and shall make such records available on reasonable request to the Corporation
or to its authorized representatives.


 


Article
VI

AMENDMENT AND TERMINATION


 


Section 6.1     
Amendment.


 


The form of the Receipts and any provisions
of this Agreement may at any time and from time to time be amended by agreement between the Corporation and the Depository without
the consent of Holders of Receipts in any respect which they may deem necessary or desirable; provided, however, that no such
amendment (other than a change in fees) which shall materially


    	 	21	 



    	



    

and adversely alter the rights of the Holders
of Receipts shall be effective unless such amendment shall have been approved by the Holders of Receipts evidencing at least a
majority 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 this Agreement.


 


Notwithstanding the foregoing, in no event
shall the Corporation be required to execute any amendment which may impair the right, subject to the provisions of Sections
2.6 and 2.7 and Article III, of any owner of Depositary Shares to surrender any Receipt evidencing such Depositary Shares
to the Depository 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. As a condition precedent to the Depository’s execution of any amendment,
the Corporation shall deliver to the Depository a certificate from a duly authorized officer of the Corporation that states that
the proposed amendment is in compliance with the terms of this Section 6.1, provided that, if, under the foregoing paragraph,
such amendment would require approval of at least a majority of Holders of Receipts to be effective, such Holders shall be deemed
to have consented and agreed to such amendment for purposes of the statement in such certificate that such amendment is in compliance
with the terms of this Section 6.


 


Section 6.2     
Termination.


 


Without limiting the provisions contained
in Section 5.4, this Agreement may be terminated by the Corporation or the Depository only if (i) all outstanding Depositary
Shares issued hereunder have been redeemed pursuant to Section 2.9 hereof, 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 Corporation and such distribution
shall have been distributed to the Holders of Receipts representing Depositary Shares pursuant to Section 4.1 or 4.2
hereof, as applicable.


 


Upon the termination of this Agreement, the
Corporation shall be discharged from all obligations under this Agreement except for its obligations to the Depository, any Depository’s
Agent and any Registrar under Sections 5.3, 5.6 and 5.7.


 


Article
VII

MISCELLANEOUS


 


Section 7.1     
Counterparts.


 


This 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.


    	 	22	 



    	



    

This 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 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.


 


Section 7.4     
Notices.


 


Any and all notices to be given to the Corporation
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, postage prepaid, or recognized next day courier service, or by facsimile transmission or electronic mail (upon confirmation
by letter otherwise delivered hereunder), addressed to the Corporation at:


 


First Horizon National Corporation

165 Madison Avenue, 12th Floor

Memphis, TN 38103

Attn: Janet E. Denkler

Email: jedenkler@firsthorizon.com


 


or at any other addresses of which the Corporation shall have
notified the Depository in writing.


 


Any and all notices to be given to the Depository
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, postage prepaid, or recognized next day courier service, or by facsimile transmission or electronic mail (upon confirmation
by letter otherwise delivered hereunder), addressed to the Depository at the Depository’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 Depository shall have notified
the Corporation in writing.


 


The Depository shall give any and all notices
directed to be given by the Corporation to any Record Holder of a Receipt in writing, which notices shall be deemed to have been
duly given if personally delivered or sent by mail or electronic transmission or confirmed by letter, addressed to such Record
Holder at the address of such Record Holder as it appears on the books of the Depository. Any written notices given to any record
holder of a DTC Receipt shall be deemed to have been duly given if transmitted through the facilities of DTC in accordance with
DTC’s procedures.


    	 	23	 



    	



    

Delivery of a notice sent by mail, facsimile
or electronic transmission shall be deemed to be effected (i) in the case of mail, at the time when a duly addressed letter containing
the same is deposited, postage prepaid, in a post office letter box, (ii) in the case of a recognized next-day courier service,
the next business day after delivery to the courier service (iii) in the case of facsimile, upon receipt of a confirmation of delivery
on a business day during normal business hours and (iv) in the case of electronic mail, the receipt of the electronic mail on a
business day during normal business hours. The Depository or the Corporation may, however, act upon any facsimile transmission
received by it from the other, notwithstanding that such facsimile transmission shall not subsequently be confirmed by letter or
as aforesaid.


 


Delivery of a notice by the Corporation to
the Depository or by the Depository by the Corporation 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, and (iii) in the case of
facsimile, upon receipt of a confirmation of delivery on a business day during normal business hours.


 


Section 7.5     
Appointment of Registrar and Transfer Agent, Dividend Disbursing Agent and Redemption Agent.


 


The Corporation 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 Corporation and Equiniti Trust Company, in
their respective capacities under such appointments, shall be entitled to the same rights, indemnities, immunities and benefits
as the Corporation and Depository hereunder, respectively, as if explicitly named in each such provision.


 


Section 7.6     
Holders of Receipts Are Parties.


 


The Holders of Receipts from time to time
shall be parties to this Agreement and shall be bound by all of the terms and conditions hereof and of the Receipts. The provisions
of this Agreement are intended to benefit only the parties hereto and their respective permitted successors and assigns, and no
rights shall be granted to any other person by virtue of this Agreement.


 


Section 7.7     
Governing Law.


 


This Agreement and the Receipts of each series
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.


 


The parties hereunder hereby agree that any
action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in
the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive. The parties hereunder hereby waive any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon either party


    	 	24	 



    	



    

may be served by transmitting a copy thereof
by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section
7.4 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon such party in any action, proceeding
or claim.


 


Section 7.8     
Headings.


 


The headings of articles and sections in
this 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 Agreement or the Receipts or to have any bearing upon the meaning or interpretation of
any provision contained herein or in the Receipts.


 


Section 7.9     
Force Majeure.


 


Notwithstanding anything to the contrary
contained herein, the Depository will not be liable for any delays or failures in performance resulting from acts beyond its reasonable
control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions
or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage
or retrieval systems, labor difficulties, war, or civil unrest.


 


Section 7.10     
Confidentiality.


 


The Depository and the Corporation agree
that all books, records, information and data pertaining to the business of the other party, including inter alia, personal, non-public
warrant holder information, which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement,
including the fees for services contemplated hereunder, shall remain confidential, and shall not be voluntarily disclosed to any
other person, except as may be required by law, including, without limitation, pursuant to subpoenas from state or federal government
authorities (e.g., in divorce and criminal actions). However, each party may disclose relevant aspects of the other party’s
confidential information to its officers, affiliates, agents, subcontractors and employees to the extent reasonably necessary to
perform its duties and obligations under this Agreement and such disclosure is not prohibited by applicable law.


 


[Signature page follows.]


    	 	25	 



    	



    

IN WITNESS WHEREOF, the Corporation and the
Depository have duly executed this Agreement as of the day and year first above set forth.


 


FIRST HORIZON NATIONAL CORPORATION


 


	By:	/s/	Dane Smith	 
	 	 	Name:	Dane Smith	 
	 	 	Title:	Senior Vice President and Corporate Treasurer



    	 



    	



    

EQUINITI TRUST COMPANY


 


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



    	 



    	



    

EXHIBIT
A


 


[FORM OF FACE OF RECEIPT]


 


THE DEPOSITARY SHARES REPRESENTED BY THIS
CERTIFICATE ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.


 


[To be included in any DTC Receipt or
other global Receipt: UNLESS THIS RECEIPT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (“DTC”), TO THE CORPORATION OR ITS AGENT (INCLUDING THE DEPOSITORY) FOR REGISTRATION OF TRANSFER,
EXCHANGE, OR PAYMENT, AND ANY RECEIPT 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.


 


TRANSFERS OF THIS RECEIPT SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS
OF PORTIONS OF THIS RECEIPT SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE DEPOSIT AGREEMENT
REFERRED TO BELOW. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES
AND OTHER INFORMATION AS SUCH REGISTRAR AND TRANSFER AGENT MAY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.]


 


	Number DR-	Depositary Shares
	 	(CUSIP: [•])



    	 	A-1	 



    	



    

DEPOSITARY RECEIPT FOR DEPOSITARY SHARES,

EACH REPRESENTING ONE 1/400TH OF ONE SHARE OF

6.600% FIXED-TO-FLOATING NON-CUMULATIVE PERPETUAL PREFERRED STOCK,

SERIES C, OF

FIRST HORIZON NATIONAL CORPORATION

Incorporated under the laws of the State of Tennessee

(See reverse for certain definitions.)


 


Equiniti Trust Company, a limited trust
company organized under the laws of the State of New York (the “Depository”), hereby certifies that
CEDE & CO. is the registered owner of ( ) DEPOSITARY SHARES (“Depositary Shares”), each Depositary Share
representing one 1/400th of a share of 6.600% Fixed-to-Floating Non-Cumulative
Perpetual Preferred Stock, Series C, liquidation preference $10,000 per share, no par value (the “Stock”), of
FIRST HORIZON NATIONAL CORPORATION, a Tennessee corporation (the “Corporation”), on deposit with the Depository,
subject to the terms and entitled to the benefits of the Deposit Agreement dated as of July 1, 2020 (the “Deposit
Agreement”), among the Corporation, Equiniti Trust Company 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 Depository by the manual, facsimile or
electronic signature of a duly authorized officer and countersigned and registered by the transfer agent and registrar.


 


	Dated:	 	Equiniti Trust Company, as Depository
	 	 	 	 
	 	 	By:	 
	 	 	 	Authorized Officer


 


Countersigned and Registered:

Equiniti Trust Company,

Transfer Agent and Registrar


 


	By:	 	 
	 	Authorized Signatory	 



    	 	A-2	 



    	



    

[FORM OF REVERSE OF RECEIPT]

FIRST HORIZON NATIONAL CORPORATION


 


UPON REQUEST, THE CORPORATION WILL FURNISH
WITHOUT CHARGE TO EACH HOLDER OF A DEPOSITARY RECEIPT WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY OF
THE ARTICLES OF AMENDMENT OF THE 6.600% FIXED-TO-FLOATING NONCUMULATIVE PERPETUAL PREFERRED STOCK, SERIES C, OF FIRST HORIZON NATIONAL
CORPORATION. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE SECRETARY OF THE CORPORATION OR THE DEPOSITORY NAMED ON THE FACE OF THIS
RECEIPT.


 


The Corporation will furnish without charge
to each holder of a depositary receipt 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 or rights. Such request may be made to the Corporation or to the Registrar.


 


KEEP THIS CERTIFICATE IN A SAFE PLACE. IF
IT IS LOST, STOLEN OR DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT
CERTIFICATE.


 


The following abbreviations, when used in
the inscription 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	 	UNIF GIFT MIN ACT – Custodian
	 	 	 
	TEN ENT – as tenants by the entireties	 	(Cust) _____________________      (Minor)
	 	 	 
	JT TEN – as joint tenants with right of survivorship and not as tenants in common	 	Under Uniform Gifts to Minors
	 	 	 
	 	 	___________        Act
	 	 	___________   (State)
	 	 	 
	Additional abbreviations may also be used though not in the above list.	 	 


 


For value received, _____________________ hereby sells, assigns
and transfers unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE



    	 	A-3	 



    	



    

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE, OF ASSIGNEE)


 


Depositary Shares represented by the within Certificate, and
do(es) hereby irrevocably constitute and appoint ________________________ as Attorney to transfer the


 


Depositary Shares on the books of the within named Depository
with full power of substitution in the premises.


 


Dated


 


NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE OF THE


 


CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.


 


	SIGNATURE(S) GUARANTEED:	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 PROGRAM), PURSUANT TO RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.





    	 	A-4