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                                                                     EXHIBIT 4.5


                                TRUST AGREEMENT
                                       OF
                       NATIONAL COMMERCE CAPITAL TRUST II


     THIS TRUST AGREEMENT is made as of November 16, 2001 (this "Trust
Agreement"), by and among National Commerce Financial Corporation, a Tennessee
corporation, as depositor (the "Depositor"), Sheldon Fox and Charles Neale, as
administrative trustees (the "Administrative Trustees"), and The Bank of New
York (Delaware), a Delaware banking corporation, as Delaware trustee (the
"Delaware Trustee," and together with the Administrative Trustees, the
"Trustees").  The Depositor and the Trustees hereby agree as follows:

     1.   The trust created hereby shall be known as "National Commerce Capital
Trust II" (the "Trust"), in which name the Trustees or the Depositor, to the
extent provided herein, may conduct the business of the Trust, make and execute
contracts on behalf of the Trust, and sue and be sued on behalf of the Trust.

     2.   The Depositor hereby assigns, transfers, conveys and sets over to the
Trust the sum of $10.  Such amount shall constitute the initial trust estate.
It is the intention of the parties hereto that the Trust created hereby
constitute a business trust under Chapter 38 of Title 12 of the Delaware Code,
12 Del. C. (S)(S) 3801 et seq. (the "Business Trust Act"), and that this Trust
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Agreement constitute the governing instrument of the Trust.  The Trustees are
hereby authorized and directed to execute and file a certificate of trust in the
office of the Secretary of State of the State of Delaware in such form as the
Trustees may approve.  The Trust is hereby established by the Depositor and the
Trustees for the purpose of (i) issuing preferred securities (the "Preferred
Securities") and common securities (the "Common Securities") representing
undivided beneficial interests in the assets of the Trust in exchange for cash,
and investing the proceeds thereof in certain debt securities of the Depositor,
and (ii) engaging in such other activities as are necessary, convenient or
incidental thereto.

     3.   The Depositor and the Trustees will enter into an amended and restated
Trust Agreement (the "Amended and Restated Trust Agreement") satisfactory to
each such party, to provide for the contemplated operation of the Trust created
hereby and the issuance by the Trust of the Preferred Securities and Common
Securities referred to therein.  Prior to the execution and delivery of such
Amended and Restated Trust Agreement, the Trustees shall not have any duty or
obligation hereunder or with respect of the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain prior to such
execution and delivery any licenses, consents or approvals required by
applicable law or otherwise.  Notwithstanding the foregoing, the Trustees may
take all actions which the Depositor deems necessary, convenient or incidental
to effect the transactions contemplated herein and as the Trustees shall be
directed in writing by the Depositor.
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     4.   The Depositor, as the depositor of the Trust, is hereby authorized, in
its discretion, (i) to file with the Securities and Exchange Commission (the
"Commission") and execute, in each case on behalf of the Trust, (a) the
Registration Statement on such form as the Depositor determines (the "1933 Act
Registration Statement"), including any pre-effective or post-effective
amendments to the 1933 Act Registration Statement (including the prospectus,
prospectus supplements and the exhibits contained therein), relating to the
registration under the Securities Act of 1933, as amended, of the Preferred
Securities of the Trust and possibly certain other securities and (b) a
Registration Statement on such appropriate form as the Depositor determines (the
"1934 Act Registration Statement") (including all pre-effective and post-
effective amendments thereto) relating to the registration of the Preferred
Securities of the Trust under the Securities Exchange Act of 1934, as amended;
(ii) to file with the New York Stock Exchange or any other national stock
exchange or The Nasdaq National Market (each, an "Exchange") and execute on
behalf of the Trust one or more listing applications and all other applications,
statements, certificates, agreements and other instruments as shall be necessary
or desirable to cause the Preferred Securities to be listed on any of the
Exchanges; (iii) to file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as shall be necessary or
desirable to register the Preferred Securities under the securities or blue sky
laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem
necessary or desirable; (iv) to execute and deliver letters or documents to, or
instruments for filing with, a depository relating to the Preferred Securities;
and (v) to execute on behalf of the Trust that certain Underwriting Agreement
relating to the Preferred Securities, among the Trust, the Depositor and the
several Underwriters named therein, substantially in the form included as an
exhibit to the 1933 Act Registration Statement.  In the event that any filing
referred to in clauses (i), (ii) or (iii) above is required by the rules and
regulations of the Commission, an Exchange or state securities or blue sky laws,
to be executed on behalf of the Trust by any of the Administrative Trustees,
each of the Administrative Trustees, in its capacity as a trustee of the Trust,
is hereby authorized and directed to join in any such filing and to execute on
behalf of the Trust any and all of the foregoing.  In connection with all of the
foregoing, the Depositor hereby constitutes and appoints Sheldon Fox and Charles
Neale as its true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for the Depositor or in the Depositor's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to the 1933 Act Registration Statement and
the 1934 Act Registration Statement and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as the Depositor
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their substitute or
substitutes, shall do or cause to be done by virtue hereof.

     5.   This Trust Agreement may be executed in one or more counterparts, each
of which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

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     6.   The number of trustees of the Trust initially shall be three and
thereafter the number of trustees of the Trust shall be such number as shall be
fixed from time to time by a written instrument signed by the Depositor which
may increase or decrease the number of trustees of the Trust; provided, however,
that to the extent required by the Business Trust Act, one trustee of the Trust
shall either be a natural person who is a resident of the State of Delaware or,
if not a natural person, an entity which has its principal place of business in
the State of Delaware and otherwise meets the requirements of applicable
Delaware law.  Subject to the foregoing, the Depositor is entitled to appoint or
remove without cause any trustee of the Trust at any time.  Any trustee of the
Trust may resign upon thirty (30) days' prior notice to the Depositor.

     7.   The Depositor hereby agrees, to the fullest extent permitted by
applicable law, to (i) reimburse the Trustees for all reasonable expenses
(including reasonable fees and expenses of counsel and other experts) and (ii)
indemnify, defend and hold harmless the Trustees and any of the officers,
directors, employees and agents of the Trustees (the "Indemnified Persons") from
and against any and all losses, damages, liabilities, claims, actions, suits,
costs, expenses, disbursements (including the reasonable fees and expenses of
counsel), taxes and penalties of any kind and nature whatsoever (collectively,
"Expenses"), to the extent that such Expenses arise out of or are imposed upon
or asserted at any time against such Indemnified Persons with respect to the
performance of this Trust Agreement, the creation, operation or termination of
the Trust or the transactions contemplated hereby; provided, however, that the
Depositor shall not be required to indemnify any Indemnified Person for any
Expenses which are a result of the willful misconduct, bad faith or gross
negligence of such Indemnified Person.

     8.   The Trust may be dissolved and terminated without issuing any
Preferred Securities at the election of the Depositor.

     9.   This Declaration shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws
principles).


                            [SIGNATURE PAGES FOLLOW]

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     IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed as of the day and year first above written.


                              NATIONAL COMMERCE FINANCIAL
                              CORPORATION, as Depositor


                              By:   /s/ Beth Whitehead
                                    --------------------------------------------
                                    Name:  Beth Whitehead
                                    Title:  Vice President and Associate Counsel



                              THE BANK OF NEW YORK (DELAWARE), as
                              Delaware Trustee


                              By:   /s/ James Longshaw
                                    --------------------------------------------
                                    Name:  James Longshaw
                                    Title:  Senior Vice President


                              /s/ Sheldon Fox
                              --------------------------------------------------
                              Name:  Sheldon Fox, as Administrative Trustee


                              /s/ Charles Neale
                              --------------------------------------------------
                              Name:  Charles Neale, as Administrative Trustee

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