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EXHIBIT
4.14
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 ”), and of common
securities of the Trust (the “ Common Securities
);
WHEREAS, NCF has
guaranteed the distributions and payments of amounts due under the
Common Securities and the Capital Securities to the extent set
forth in the Common Securities Guarantee Agreement dated as of
March 27, 1997 (the “ Common Guarantee Agreement
”), between NCF and The Bank of New York, as Guarantee
Trustee and the Capital Securities Guarantee Agreement dated as of
March 27, 1997, between NCF and The Bank of New York, as Guarantee
Trustee (the “ Capital Guarantee Agreement ”,
together with the Common Guarantee Agreement, the “
Guarantee Agreements ”);
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 5.1
of the Common Guarantee Agreement and Section 9.1 of the Capital
Guarantee Agreement allow NCF to assign all of its right, title and
interest in and to the Guarantee Agreements;
WHEREAS, NCF desires
to assign, transfer and deliver to SunTrust, all right, title and
interest to the Guarantee Agreements, and SunTrust desires
to
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