**Exhibit 10.4B**

**SECOND AMENDMENT TONATIONAL BANK OF COMMERCE BUILDING****AMENDED, RESTATED AND CONSOLIDATING LEASE**

**THIS SECOND AMENDMENT TO NATIONALBANK 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**, anational 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 thatcertain 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 inthe 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.TheLessee 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 forthherein.

**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 hereinafterexpressed, 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 ishereby replaced in its entirety with the following:

(iii) For purposes of this Paragraph 4(b) it is agreed that the number of rentablesquare 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 bedeemed to include the successors and assigns of such party.

**SECTION 5****Governing Law**. ThisAmendment 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 anddelivered on that date.

**SECTION 7****Separability Clause**. If any provision of this Amendment shallbe 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 togetherconstitute but one and the same agreement.

**SECTION 9****No Oral Agreements**. This Amendment and theLease 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 agreementsbetween 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 Amendmentshall 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 abovewritten.

  

 

 

**WOODWARD PROPERTIES, LLP**

 

By: 

/s/ JOHN J. MCMAHON,JR.

 

 

 

 

 

Its:

**Manager**

STATE OF ALABAMA

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COUNTY OF JEFFERSON

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I, theundersigned 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, andwho 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 limitedpartnership.

Given under my hand and official seal this the 28th day of February, 2003.

  

 

 

 

 

 

 

/S/   ELAINE W. WAUGH

 

 

 

 

 

 

**Notary Public**

AFFIXSEAL

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, theundersigned 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 nationalbanking 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 voluntarilyfor 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**

AFFIXSEAL

My Commission Expires: September 14, 2005

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