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EXHIBIT
4.15
ASSIGNMENT AND ASSUMPTION
AGREEMENT
THIS ASSIGNMENT AND
ASSUMPTION AGREEMENT (this “ Assignment ”) is
made as of this 22 nd day of September, 2004, between NATIONAL
COMMERCE FINANCIAL CORPORATION, a Tennessee corporation (“
NCF ”), and SUNTRUST BANKS, INC., a Georgia
corporation (“ SunTrust ”).
W I T
N E S S E T
H
WHEREAS, NCF and The
Bank of New York, a New York banking corporation, as trustee are
parties to an Indenture dated as of March 27, 1997, as supplemented
by First Supplemental Indenture, dated March 27, 1997, pursuant to
which NCF has issued $51,547,000 principal amount of the Floating
Rate Junior Subordinated Deferrable Interest Debentures due 2027 to
evidence a loan made to NCF of the proceeds from the issuance of
Floating Rate Capital Trust Pass-through Securities
(SM) (the “ Capital Securities ”)
of the National Commerce Capital Trust I, a Delaware statutory
business trust (the “ Trust ”), combined with
the proceeds from the sale by the Trust to NCF of its common
securities (the “ Common Securities ”) and the
proceeds from the sale of $3,000,000 of Capital Securities by NCF
through NBC Capital Markets Group, Inc.;
WHEREAS, the Capital
Securities and the Common Securities for the Trust were issued
pursuant to the Amended and Restated Declaration of Trust dated as
of March 27, 1997 (the “ Trust Agreement ”),
among NCF, the administrators named therein, The Bank of New York,
as Property Trustee, The Bank of New York (Delaware), as Delaware
Trustee, and the holders;
WHEREAS, pursuant to
the Agreement and Plan of Merger, dated May 7, 2004, by and between
SunTrust and NCF (the “ Merger Agreement ”), NCF
will merge with and into SunTrust (the “ Merger
”) and SunTrust will be the surviving entity;
WHEREAS, Section 14.6
of the Trust Agreement allows NCF to assign all of its right, title
and interest in and to the Trust Agreement;
WHEREAS, NCF desires
to assign, transfer and deliver to SunTrust, all right, title and
interest to the Trust Agreement, and SunTrust desires to assume all
of NCF’s liabilities and obligations under and pur
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