0001193125-05-039855 Sample Contracts

FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • March 1st, 2005 • Suntrust Banks Inc • National commercial banks • New York

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) dated September 22, 2004, by and among NATIONAL COMMERCE FINANCIAL CORPORATION, a Tennessee corporation (the “Company”), SUNTRUST BANKS, INC., a Georgia corporation (“SunTrust”) and THE BANK OF NEW YORK, a New York banking corporation, as trustee (hereinafter called the “Trustee”).

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ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • March 1st, 2005 • Suntrust Banks Inc • National commercial banks • New York

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”) is made as of this 22nd day of September, 2004, between NATIONAL COMMERCE FINANCIAL CORPORATION, a Tennessee corporation (“NCF”), and SUNTRUST BANKS, INC., a Georgia corporation (“SunTrust”).

SunTrust Bank Mail Code Center 636 Atlanta, GA 30302 Tel 404 827-6163 Fax 404 658-4294
Suntrust Banks Inc • March 1st, 2005 • National commercial banks
ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • March 1st, 2005 • Suntrust Banks Inc • National commercial banks • New York

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”) is made as of this 22nd day of September, 2004, between NATIONAL COMMERCE FINANCIAL CORPORATION, a Tennessee corporation (“NCF”), and SUNTRUST BANKS, INC., a Georgia corporation (“SunTrust”).

SPLIT DOLLAR COLLATERAL ASSIGNMENT AGREEMENT
Split Dollar Collateral Assignment Agreement • March 1st, 2005 • Suntrust Banks Inc • National commercial banks • Tennessee

This AGREEMENT made this 19th day of February, 1999, by and between National Commerce Bancorporation, a Tennessee corporation (hereinafter “the Corporation”) and William R. Reed, Jr. (hereinafter “the Employee”),

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • March 1st, 2005 • Suntrust Banks Inc • National commercial banks • New York

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated September 22, 2004, by and among NATIONAL COMMERCE FINANCIAL CORPORATION, a Tennessee corporation (the “Company”), SUNTRUST BANKS, INC., a Georgia corporation (“SunTrust”), and THE BANK OF NEW YORK, a New York banking corporation, as trustee (hereinafter called the “Trustee”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • March 1st, 2005 • Suntrust Banks Inc • National commercial banks • New York

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”) is made as of this 22nd day of September, 2004, between NATIONAL COMMERCE FINANCIAL CORPORATION, a Tennessee corporation (“NCF”), and SUNTRUST BANKS, INC., a Georgia corporation (“SunTrust”).

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