Item 3.03. Material Modification to Rights of Security Holders.

The ability of First Horizon National Corporation (the "Company") to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock is subject to certain restrictions in the event that the Company does not declare and pay (or set aside) dividends on its Non-Cumulative Perpetual Preferred Stock, Series A, liquidation preference $100,000 per share (the "Series A Preferred Stock"), or on its Non-Cumulative Perpetual Preferred Stock, Series E, liquidation preference $100,000 per share (the "Series E Preferred Stock"). The terms of the Series E Preferred Stock, including such restrictions, are more fully described in the Articles of Amendment (as defined in Item 5.03 below), a copy of which is filed as Exhibit 3.1 and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 21, 2020, the Company filed the Articles of Amendment (the "Articles of Amendment") to its Restated Charter with the Secretary of State of the State of Tennessee, establishing the preferences, limitations and relative rights of the Series E Preferred Stock. The Articles of Amendment became effective upon filing, and a copy is filed as Exhibit 3.1 and is incorporated herein by reference.




Item 8.01. Other Events.

On May 28, 2020, the Company completed the sale of 6,000,000 depositary shares (the "Depositary Shares"), each representing a 1/4,000th interest in a share of Series E Preferred Stock, pursuant to an Underwriting Agreement (the "Underwriting Agreement"), dated May 20, 2020, between the Company, on the one hand, and Morgan Stanley & Co. LLC, BofA Securities, Inc., UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters, on the other hand. The offering and sale of the Depositary Shares was made pursuant to the Company's Registration Statement on Form S-3 (File No. 333-229338) filed with the Securities and Exchange Commission.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 and is incorporated by reference herein.

The Deposit Agreement, dated as of May 28, 2020, by and among the Company, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein, is filed as Exhibit 4.1 and is incorporated by reference herein. The form of certificate representing the Series E Preferred Stock is filed as Exhibit 4.2 and is incorporated by reference herein. The form of depositary receipt representing the Depositary Shares is filed as Exhibit 4.3 and is incorporated by reference herein.

A copy of the opinion and consent of Charles T. Tuggle, Jr., Executive Vice President and General Counsel of the Company, as to the validity of the Series E Preferred Stock is filed as Exhibits 5.1, and a copy of the opinion and consent of Sullivan & Cromwell as to the validity of the depositary receipts representing the Depositary Shares is filed as Exhibit 5.2.

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Item 9.01 Financial Statements and Exhibits





 (d) Exhibits




Exhibit # Description



1.1         Underwriting Agreement, dated May 20, 2020, between the Company, on
          the one hand, and Morgan Stanley & Co. LLC, BofA Securities, Inc., UBS
          Securities LLC and Wells Fargo Securities, LLC, as representatives of
          the underwriters, on the other hand, relating to the purchase of the
          Depositary Shares.

3.1         Articles of Amendment of the Restated Charter of the Company, related
          to the Series E Preferred Stock.

4.1         Deposit Agreement, dated as of May 28, 2020, by and among the
          Company, Equiniti Trust Company, as depositary, and the holders from
          time to time of depositary receipts described therein.

4.2         Form of certificate representing the Series E Preferred Stock.

4.3         Form of depositary receipt representing the Depositary Shares
          (included in Exhibit 4.1).

5.1         Opinion of Charles T. Tuggle, Jr.

5.2         Opinion of Sullivan & Cromwell LLP.

23.1        Consent of Charles T. Tuggle, Jr. (included in Exhibit 5.1).

23.2        Consent of Sullivan & Cromwell LLP (included in Exhibit 5.2).

104       Cover Page Interactive Data File, formatted in Inline XBRL

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