National Commerce Bancorporation Sample Contracts

COMMON COMMON --------------- ------------- NATIONAL COMMERCE ----------------- BANCORPORATION
National Commerce Bancorporation • April 29th, 1997 • National commercial banks

transferable on the books of the corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. The Shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation and amendments thereto, to all of which the holder by acceptance hereof assents. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

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FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 26th, 2002 • National Commerce Financial Corp • National commercial banks
EXHIBIT 4.14 AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • December 5th, 2001 • National Commerce Financial Corp • National commercial banks • Delaware
EXHIBIT 4.10 GUARANTEE AGREEMENT
Guarantee Agreement • December 5th, 2001 • National Commerce Financial Corp • National commercial banks • New York
EXHIBIT 1.1 National Commerce Bancorporation Debt Securities Underwriting Agreement
National Commerce Bancorporation • April 16th, 1999 • National commercial banks • New York
AS ISSUER TO
National Commerce Financial Corp • December 5th, 2001 • National commercial banks • New York
COMMON COMMON --------------- ------------- NATIONAL COMMERCE ----------------- BANCORPORATION
National Commerce Bancorporation • March 19th, 1997 • National commercial banks

transferable on the books of the corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. The Shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation and amendments thereto, to all of which the holder by acceptance hereof assents. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

ARTICLE ONE
Indenture • April 16th, 1999 • National Commerce Bancorporation • National commercial banks
TRUST AGREEMENT OF NATIONAL COMMERCE CAPITAL TRUST II
Trust Agreement • December 5th, 2001 • National Commerce Financial Corp • National commercial banks
EXHIBIT 1.2 National Commerce Bancorporation [Preferred] [Common] Stock Underwriting Agreement
National Commerce Bancorporation • April 16th, 1999 • National commercial banks • New York
COMMON COMMON ------------ ------------ NATIONAL COMMERCE ----------------- BANCORPORATION
National Commerce Bancorporation • June 3rd, 1999 • National commercial banks

transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. The Shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation and amendments thereto, to all of which the holder by acceptance hereof assents. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

AGREEMENT ---------
Stock Option Agreement • May 14th, 1999 • National Commerce Bancorporation • National commercial banks
ARTICLE ONE
Indenture • April 16th, 1999 • National Commerce Bancorporation • National commercial banks
EXHIBIT 10.8 FIRST AMENDMENT TO AGREEMENT RESPECTING EMPLOYMENT
National Commerce Bancorporation • March 26th, 1999 • National commercial banks
EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2004 • National Commerce Financial Corp • National commercial banks • Tennessee

AGREEMENT by and between National Commerce Financial Corporation, a Tennessee corporation (the “Company”), and John M. Presley (the “Executive”) dated as of the 1st day of July, 2003.

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EXHIBIT 2.2
Stock Option Agreement • June 3rd, 1999 • National Commerce Bancorporation • National commercial banks
EMPLOYMENT AGREEMENT
Employment Agreement • August 9th, 2004 • National Commerce Financial Corp • National commercial banks • Tennessee

AGREEMENT by and between National Commerce Financial Corporation, a Tennessee corporation (the “Company”), and James R. Gordon (the “Executive”) dated as of the 26th day of April, 2004.

EXHIBIT 10.10 SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT RESPECTING EMPLOYMENT
National Commerce Bancorporation • March 27th, 2000 • National commercial banks
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER by and between CCB FINANCIAL CORPORATION
Agreement and Plan of Merger • March 27th, 2000 • National Commerce Bancorporation • National commercial banks • New York
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 7th, 2003 • National Commerce Financial Corp • National commercial banks

This First Amendment to Amended and Restated Employment Agreement (“First Amendment”), dated as of the 18th day of February 2002 is made and entered into by and between National Commerce Financial Corporation, a Tennessee Corporation (the “Company”) and Thomas M. Garrott (“Employee”).

AGREEMENT AND PLAN OF MERGER by and between "SUNTRUST BANKS, INC."
Agreement and Plan of Merger • May 21st, 2004 • National Commerce Financial Corp • National commercial banks • Georgia
EXHIBIT 10.9 FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT RESPECTING EMPLOYMENT
National Commerce Bancorporation • March 26th, 1999 • National commercial banks
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