2ND AMEND.TO NBC AMENDED RESTATED & CONSOLID. LEASE


  Exhibit 10.4B
 SECOND AMENDMENT TO
NATIONAL BANK OF COMMERCE BUILDING
AMENDED, RESTATED AND CONSOLIDATING LEASE
 THIS SECOND AMENDMENT TO NATIONAL
BANK OF COMMERCE BUILDING AMENDED, RESTATED AND CONSOLIDATING LEASE (this “Amendment”) is entered into as of the 28th day of February, 2003, by and between WOODWARD PROPERTIES,
LLP, a limited liability partnership whose present address is P.O. Box 43327, Birmingham, Alabama 35243 (“Lessor”), and NATIONAL BANK OF COMMERCE OF BIRMINGHAM, a
national banking association whose present address is P.O. Box 10686, Birmingham, Alabama 35202 (“Lessee”).
 Recitals
 A.The Lessor and the Lessee are parties to that certain National Bank of Commerce Building Amended, Restated and Consolidating Lease dated June 1, 2000, as amended by that
certain First Amendment thereto dated as of December 31, 2001 (as amended, the “Lease”) regarding certain Premises in the National Bank of Commerce Building situated on the south side of First Avenue North, between 19th and 20th Streets in
the City of Birmingham, Alabama. Capitalized terms used in these Recitals have the meanings defined for them above, in these Recitals and in the Lease.
 B.The
Lessee has requested the Lessor, and the Lessor has agreed, to permit the Lessee to lease the Ninth Floor of the Building, and in connection therewith, the Lessor and the Lessee have agreed to amend the Lease as more particularly set forth
herein.
 Agreement
 NOW, THEREFORE, in consideration of the premises and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
 SECTION 1 Addition of Premises. Section 1 of the Lease is hereby replaced in its entirety with the following:
 1.      Demise. Lessor, upon the terms and conditions hereinafter
expressed, hereby leases to Lessee the following described space (the “Premises”) in the National Bank of Commerce Building situated on the south side of First Avenue North, between 19th and 20th Streets in the City of Birmingham, Alabama
(the “Building”), which Premises shall consist of a total of 84,617 rentable square feet:
 All rentable space on the Basement, First, Second, Third,
Fourth, Sixth, Seventh, Eighth, Ninth and Tenth floors of the Building.
  
 
  




  SECTION 2 Amendment of Section 4. Section 4(b)(2)(iii) of the Lease is
hereby replaced in its entirety with the following:
 (iii) For purposes of this Paragraph 4(b) it is agreed that the number of rentable
square feet in the Premises on the date of this Lease is 84,617 and the total number of rentable square feet in the Building is 91,643.
 SECTION 3
Amendment of Section 7. Sections 7(a) and 7(b) of the Lease are hereby amended by deleting all references to the Ninth (9th) Floor from said sections.
 SECTION 4 Successors and Assigns. Whenever in this Amendment any party hereto is referred to, such reference shall be
deemed to include the successors and assigns of such party.
 SECTION 5 Governing Law. This
Amendment shall be construed in accordance with and governed by the laws of the State of Alabama (without regard to conflict of law principles).
 SECTION 6
Date of Agreement. The date of this Amendment is intended as a date for the convenient identification of this Amendment and is not intended to indicate that this Amendment was executed and
delivered on that date.
 SECTION 7 Separability Clause. If any provision of this Amendment shall
be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
 SECTION 8 Counterparts. This Amendment may be executed in any number of counterparts, each of which so executed shall be deemed an original, but all such counterparts shall together
constitute but one and the same agreement.
 SECTION 9 No Oral Agreements. This Amendment and the
Lease as amended, extended and modified hereby is the final expression of the agreement between the parties hereto, and this Amendment may not be contradicted by evidence of any prior oral agreement between such parties. All previous oral agreements
between the parties hereto have been incorporated into this Amendment and the Lease, and there is no unwritten oral agreement between the parties hereto in existence.
 SECTION 10 Effective Date. Notwithstanding the fact that this Amendment was executed as of the date set forth above, the effective date of this Amendment
shall be the first day of the first full calendar month following delivery of possession of the Ninth Floor of the NBC Building to the Lessee.
  
 

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  IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above
written.
   

	  
 	  
 	 WOODWARD PROPERTIES, LLP
 
	 
 
 
 	  
 	 By: 
 	 
 /s/ JOHN J. MCMAHON, JR.
 
	  
 	  
 	  
 	 
 
	  
 	  
 	 Its:
 	 Manager
 


	 STATE OF ALABAMA
 	 )
 	  
 
	 COUNTY OF JEFFERSON
 	 )
 	  
 

 
 I, the
undersigned authority, a Notary Public in and for said County in said State, hereby certify that John J. McMahon, Jr., whose name as the general partner of Woodward Properties, LLP, a limited partnership, is signed to the foregoing instrument, and
who is known to me, acknowledged before me on this day that, being informed of the contents of said instrument, he/she, as such general partner and with full authority, executed the same voluntarily for and as the act of said limited
partnership.
 Given under my hand and official seal this the 28th day of February, 2003.
   

	  
 	  
 	  
 	  
 
	 
 
 
 	  
 	  
 	 
 /S/   ELAINE W. WAUGH
 
	  
 	  
 	  
 	 
 
	  
 	  
 	  
 	 Notary Public
 

 AFFIX
SEAL
 My commission expires: 8/6/05
  
 

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 	 NATIONAL BANK OF COMMERCE OF
 BIRMINGHAM
 
	 ATTEST:
 	  
 	  
 	  
 
	 By: 
 	 
 /S/   JOHN R. BRAGG
 	  
 	 By: 
 	 
 /S/   WILLIAM E. MATTHEWS, V
 
	  
 	 
 	  
 	  
 	 
 
	 Its:
 	 Executive Vice President
 	  
 	 Its:
 	 Executive Vice President & Chief Financial Officer
 

  

	 STATE OF ALABAMA
 	  
 	 )
 	  
 
	 JEFFERSON COUNTY
 	  
 	 )
 	  
 

 
 I, the
undersigned authority, a Notary Public in and for said County in said State, hereby certify that William E. Matthews, V, whose name as Executive Vice President and Chief Financial Officer of National Bank of Commerce of Birmingham, a national
banking association, is signed to the foregoing Amendment and who is known to me, acknowledged before me on this day that, being informed of the contents of said Amendment, he as such officer and with full authority, executed the same voluntarily
for and as the act of said association.
 Given under my hand and official seal this 28th day of February, 2003.
   

	  
 	  
 	  
 	  
 
	 
 
 
 	  
 	  
 	 /S/   TAMMY BRADFORD


	  
 	  
 	  
 	 
 
	  
 	  
 	  
 	 Notary Public
 

 AFFIX
SEAL
 My Commission Expires: September 14, 2005
 
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