Item 3.03. Material Modification to Rights of Security Holders.

          Upon the issuance of the Non-Cumulative Perpetual Preferred Stock, Series A, liquidation preference $100,000 per share (the “Series A Preferred Stock”), of First Horizon National Corporation (the “Company”) on January 31, 2013, the ability of the Company to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock will be subject to certain restrictions in the event that the Company does not declare and pay (or set aside) dividends on the Series A Preferred Stock. The terms of the Series A 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 January 29, 2013, 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 A 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 January 31, 2013, the Company completed the sale of 4,000,000 depositary shares (the “Depositary Shares”), each representing a 1/4,000^th interest in a share of Series A Preferred Stock, pursuant to an Underwriting Agreement (the “Underwriting Agreement”), dated January 24, 2013, between the Company, on the one hand, and J.P. Morgan Securities LLC, Citigroup Global Markets Inc., and Goldman, Sachs & Co., as representatives of the several underwriters listed therein, 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. 333-186171) 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 January 31, 2013, by and among the Company, Wells Fargo Bank, National Association, 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 A 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 A Preferred Stock is filed as Exhibit 5.1, and a copy of the opinion and consent of Sullivan & Cromwell LLP as to the validity of the depositary receipts representing the Depositary Shares is filed as Exhibit 5.2.

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