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<TITLE>First Commerce Bancorp, Inc.</TITLE>
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">As Filed With the Securities and Exchange Commission<BR>
on October&nbsp;19, 2006
</DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Registration No.&nbsp;333-________</B>
</DIV>

<DIV align="center" style="font-size: 10pt"><DIV style="width: 100%; border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV></DIV>


<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM S-8</B>
</DIV>

<DIV align="center" style="font-size: 10pt"><B>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</B></DIV>



<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><DIV style="width: 100%; border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV>
</DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>FIRST COMMERCE BANCORP, INC.</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="47%">&nbsp;</TD>
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<TR valign="bottom">
    <TD align="center" valign="top"><B>Tennessee</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>20-5565433</B></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction of
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Identification No.)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><B>500 North Ellington Parkway</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>37091</B></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><B>Lewisburg, Tennessee</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Zip Code)</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(Address of Principal Executive Offices)</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>
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</TABLE>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>FIRST COMMERCE BANK 2002 STOCK OPTION PLAN</B><BR>
(Full title of the plan)
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>W.B. Marsh<BR>
500 North Ellington Parkway<BR>
Lewisburg, Tennessee 37091</B><BR>
(Name and address of agent for service)
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Copy to:
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Bob F. Thompson, Esq.<BR>
Bass, Berry &#038; Sims PLC<BR>
315 Deaderick Street, Suite&nbsp;2700<BR>
Nashville, Tennessee 37238-0002<BR>
(615)&nbsp;742-6200</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>(931)&nbsp;359-4322</B><BR>
(Telephone number, including area code, of agent for service)
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>CALCULATION OF REGISTRATION FEE</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="25%">&nbsp;</TD>
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    <TD width="2%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="11%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>

    <TD width="1%">&nbsp;</TD>
</TR><TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="23" style="border-bottom: 3px double #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Proposed</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Proposed</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Amount of</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center">Title of securities</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Amount to be</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">maximum offering price</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">maximum aggregate</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">registration</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center">to be registered</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">registered<SUP style="font-size: 85%; vertical-align: text-top">(1)</SUP></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">per share<SUP style="font-size: 85%; vertical-align: text-top">(2)</SUP></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">offering price<SUP style="font-size: 85%; vertical-align: text-top">(2)</SUP></TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">fee<SUP style="font-size: 85%; vertical-align: text-top">(2)</SUP></TD>
    <TD width="1%">&nbsp;</TD>
</TR>

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    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
                    <TD style="border-top: 2px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common Stock,
$1.00 par value</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD colspan="3" align="center" style="border-top: 2px solid #000000">195,462 shares</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" style="border-top: 2px solid #000000">$</TD>
    <TD nowrap align="right" style="border-top: 2px solid #000000">10.00 - $26.00</TD>
    <TD nowrap style="border-top: 2px solid #000000"><SUP style="font-size: 85%; vertical-align: text-top">(2)</SUP></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" style="border-top: 2px solid #000000">3,010,932</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" style="border-top: 2px solid #000000">323</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="23" style="border-top: 3px double #000000">&nbsp;</TD>
</TR>

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</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><SUP style="font-size: 85%; vertical-align: text-top">(1)</SUP> Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, includes an
indeterminate number of additional shares which may be offered and issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><SUP style="font-size: 85%; vertical-align: text-top">(2) </SUP>The offering price is estimated solely for the purpose of determining the amount of
the registration fee in accordance with Rules 457(c) and 457(h)(1) under the Securities Act of 1933
as follows:
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="9%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">No. of Shares</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Offering Price Per Share</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Aggregate Offering Price</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Fee</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">120,775</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">10.00</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">1,207,750</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">129.23</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">34,915</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">22.00</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">768,130</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">82.19</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">39,772</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">26.00</TD>
    <TD nowrap>*</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">1,034,072</TD>
    <TD nowrap>*</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">110.65</TD>
    <TD>&nbsp;</TD>
</TR>
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</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">* Based on the last known price at which the common stock of First Commerce Bank, the predecessor
issuer of the registrant, traded.
</DIV>


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<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

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<TR><TD colspan="9"><A HREF="#000">EXPLANATORY NOTE</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">PART I</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">PART II</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#004">EXHIBIT INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="g03764exv5w1.htm">Ex-5.1 Bass, Berry & Sims Opinion</A></TD></TR>
<TR><TD colspan="9"><A HREF="g03764exv23w1.htm">Ex-23.1 Maggart & Associates Consent</A></TD></TR>
</TABLE>
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<!-- link1 "EXPLANATORY NOTE" -->
<DIV align="left"><A NAME="000"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXPLANATORY NOTE</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">This Registration Statement on Form S-8 relates to 195,462 shares of the Registrant&#146;s common stock,
$1.00 par value per share (the &#147;Common Stock&#148;) which are issuable pursuant to options issued or to
be issued under the First Commerce Bank 2002 Stock Option Plan (the &#147;Plan&#148;). The Plan was assumed
by the Registrant pursuant to that certain Agreement and Plan of Share Exchange (the &#147;Share
Exchange Agreement&#148;) dated as of August&nbsp;9, 2006 by and between the Registrant and First Commerce
Bank, a Tennessee state chartered bank (the &#147;Bank&#148;) which assumption of the Plan became effective
upon the consummation of the Share Exchange contemplated by the Share Exchange Agreement on October
6, 2006.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">On October&nbsp;10, 2006 the Registrant filed a Form 8-K with the Securities and Exchange Commission as
notice that the Registrant is the successor issuer to the Bank pursuant to Rule&nbsp;12g-3 promulgated
under the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;). As a result, the
Registrant&#146;s Common Stock is deemed to be registered under Section 12(g) of the Exchange Act, and
the Registrant will file reports, proxy statements and other information with the Securities and
Exchange Commission. Prior to the filing of the Form 8-K pursuant to Rule&nbsp;12g-3 on October&nbsp;10,
2006, the Bank filed its annual and quarterly reports, proxy statements and other filings required
under Section&nbsp;13 of the Exchange Act with the Federal Deposit Insurance Corporation (&#147;FDIC&#148;) in
accordance with Section 12(i) of the Exchange Act. Copies of such filings are available for
inspection at the offices of the FDIC&#146;s Accounting and Securities Disclosure Section located at 550
17<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> Street, N.W., Washington, DC 20429. Copies of the filings may also be obtained by
contacting the FDIC&#146;s Accounting and Securities Disclosure Section at (202)&nbsp;898-8908 or by e mail
at mfields@fdic.gov.
</DIV>

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<DIV align="left"><A NAME="001"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART I</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Information Required in the Section&nbsp;10(a) Prospectus</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;First Commerce Bancorp, Inc. (the &#147;Registrant&#148;) will send or give documents containing the
information specified by Part&nbsp;I of this Form S-8 Registration Statement (the &#147;Registration
Statement&#148;) to participants in the plan to which this Registration Statement relates, as specified
in Rule&nbsp;428(b)(1) promulgated by the Securities and Exchange Commission (the &#147;SEC&#148;) under the
Securities Act of 1933, as amended (the &#147;Securities Act&#148;). The Registrant is not filing such
documents with the SEC, but these documents constitute (along with the documents incorporated by
reference into the Registration Statement pursuant to Item&nbsp;3 of Part&nbsp;II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act. Unless this Registration Statement
indicates otherwise or the context otherwise requires, the terms &#147;we&#148;, &#147;our&#148;, &#147;us&#148; or First
Commerce, refer to First Commerce Bancorp, Inc. and its subsidiaries including First Commerce Bank.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->I-1<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 "PART II" -->
<DIV align="left"><A NAME="002"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>PART II</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Information Required in the Registration Statement</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by us with the SEC, pursuant to the Securities Exchange Act of
1934, as amended (the &#147;Exchange Act&#148;), are hereby incorporated by reference and shall be deemed to
be a part hereof from the date of filing of such document:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">(1)&nbsp;Our Current Report on Form&nbsp;8-K12g-3 filed with the SEC on October&nbsp;10, 2006.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed by us pursuant to Section&nbsp;13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date hereof and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents. Any statements contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
replaced for purposes hereof to the extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated or deemed to be incorporated by reference
herein) modifies or replaces such statement. Any statement so modified or replaced shall not be
deemed, except as so modified or replaced, to constitute a part hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the foregoing, information furnished under Items 2.02 and 7.01 of any Current
Report on Form 8-K, including the related exhibits, is not incorporated by reference in this
prospectus or the accompanying registration statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;4. Description of Securities.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have the authority to issue 20,000,000 shares of common stock, par value $1.00 per share
(the &#147;Common Stock&#148;). As of October&nbsp;10, 2006, 1,274,538 shares of our Common Stock were
outstanding.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following summary descriptions of selected provisions of our charter, bylaws, Common
Stock, Preferred Stock (as defined below) and Tennessee Business Corporation Act are not complete.
The summaries are subject to, and are qualified entirely by, the provisions of our charter and
bylaws, all of which are included or incorporated by reference as exhibits to this registration
statement, and to the Tennessee Business Corporation Act. You are encouraged to read our charter
and bylaws.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>General</I>. Under our charter, we are authorized to issue a maximum of 20,000,000 shares of
Common Stock, and 20,000,000 shares of preferred stock, no par value per share (the &#147;Preferred
Stock&#148;). The Preferred Stock may be issued from time to time in one or more series. The board of
directors is authorized, by filing an amendment to our charter to fix or alter from time to time
the designation, powers, preferences and rights of the shares of each such series or any of them;
and to increase or decrease the number of shares of any series subsequent to the issuance of that
series, but not below the number of such series then outstanding. In case the number of shares of
any series shall be decreased in accordance with the foregoing sentence, the shares constituting
such decrease shall resume the status that they had prior to the adoption of the resolution
originally fixing the number of shares of such series. As such, we may issue shares of Preferred
Stock, which may have rights and preferences superior to those of the holders of our Common Stock,
without requiring further shareholder approval.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Voting Rights</I>. All of the shares of our Common Stock have identical rights and preferences.
The holders of our Common Stock have one vote per share on all matters presented for a shareholder
vote.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Dividend Rights and Limitations on Payment of Dividends. </I>The holders of our Common Stock are
entitled to dividends and other distributions as and when declared by our board of directors.
Dividends may be paid in cash, in property, or in shares of our theretofore unissued capital stock.
Our ability to pay dividends to the holders of our
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">capital stock will depend upon the amount of dividends paid to us by First Commerce Bank, our
wholly owned subsidiary. Declarations of such dividends by First Commerce Bank will be subject to
certain regulatory restrictions.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Liquidation Rights. </I>Upon the voluntary or involuntary dissolution, liquidation or winding up
of our affairs, after the payment in full of our debts and other liabilities, the remainder of our
assets, if any, are to be distributed on a pro rata basis among our shareholders. Our Common Stock
is not subject to any redemption provisions or sinking fund provisions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Preemptive Rights</I>. No holder of shares of our Common Stock has any preemptive rights to
purchase, subscribe for or otherwise acquire any additional shares of our Common Stock or any
securities exercisable for or convertible into shares of our Common Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Tennessee&#146;s Anti-takeover Provisions</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Provisions in Tennessee law could make it harder for someone to acquire us through a tender
offer, proxy contest or otherwise.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Tennessee Business Combination Act. </I>The Tennessee Business Combination Act provides that a
party owning shares equal to 10% or more of the voting power of any class or series of the then
outstanding voting stock of a &#147;resident domestic corporation&#148; is an &#147;interested shareholder.&#148; An
interested shareholder also includes a party that is an affiliate or associate, as defined in the
Tennessee Business Combination Act, of a &#147;resident domestic corporation.&#148; We are currently a
resident domestic corporation within the meaning of this act. An interested shareholder cannot
engage in a business combination with the resident domestic corporation unless the combination:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>takes place at least five years after the interested shareholder first acquired
10% or more of the voting power of any class or series of the then outstanding
voting stock of the resident domestic corporation; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>either is approved by at least two-thirds of the non-interested voting shares of
the resident domestic corporation or satisfies fairness conditions specified in the
Tennessee Business Combination Act.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These provisions apply unless one of the following exemptions is available:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a business combination with an entity can proceed without delay when approved by the target
corporation&#146;s board of directors before that entity becomes an interested shareholder;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a business combination is exempt, if in its original charter or original bylaws, the
resident domestic corporation elects not to be governed by the Tennessee Business Combination Act;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>unless the charter of the resident domestic corporation provides otherwise, the Tennessee
Business Combination Act does not apply to a business combination of a resident domestic
corporation with, or proposed by or on behalf of, an interested shareholder if the resident
domestic corporation did not have, on such interested shareholder&#146;s share acquisition date, a class
of voting stock registered or traded on a national securities exchange or registered with the
securities and exchange commission pursuant to Section 12(g) of the Exchange Act; or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the resident corporation may enact a charter or bylaw amendment to remove itself entirely
from the Tennessee Business Combination Act that must be approved by a majority of the shareholders
who have held shares for more than one year before the vote and which cannot become operative until
two years after the vote.</TD>
</TR>

</TABLE>
</DIV>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have not adopted a charter amendment or bylaw to remove ourselves from the Tennessee
Business Combination Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Tennessee Greenmail Act. </I>The Tennessee Greenmail Act prohibits us from purchasing or agreeing
to purchase any of our securities, at a price higher than fair market value, from a holder of 3% or
more of any class of our securities who has beneficially owned the securities for less than two
years. We can, however, make this purchase if the majority of the outstanding shares of each class
of voting stock issued by us approves the purchase or if we make an offer of at least equal value
per share to all holders of shares of the same class of securities as those held by the prospective
seller.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Tennessee Control Share Acquisition Act. </I>The Tennessee Control Share Acquisition Act strips a
purchaser&#146;s shares of voting rights any time an acquisition of shares in a Tennessee corporation
which has elected to be covered by the Tennessee Control Share Acquisition Act (as we have) brings
the purchaser&#146;s voting power to one-fifth, one-third or a majority of all voting power. The
purchaser&#146;s voting rights can be restored only by a majority vote of the other shareholders. The
purchaser may demand a meeting of shareholders to conduct such a vote. The purchaser can demand a
meeting for this purpose before acquiring shares in excess of the thresholds described above, which
we refer to as a control share acquisition, only if it holds at least 10% of the outstanding shares
and announces a good faith intention to make the acquisition of shares having voting power in
excess of the thresholds stated above. If a target corporation so elects prior to the date on which
a purchaser makes a control share acquisition, a target corporation may redeem the purchaser&#146;s
shares if the shares are not granted voting rights.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The effect of these provisions may make a change of control of First Commerce Bancorp harder
by delaying, deferring or preventing a tender offer or takeover attempt that you might consider to
be in your best interest, including those attempts that might result in the payment of a premium
over the market price for our shares. They may also promote the continuity of our management by
making it harder for you to remove or change the incumbent members of the board of directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Limitations on Liability and Indemnification of Directors and Officers.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Tennessee Business Corporation Act provides that a corporation may indemnify any of its
directors and officers against liability incurred in connection with a proceeding if:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the director or officer acted in good faith;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in the case of conduct in his or her official capacity with the corporation, the director or
officer reasonably believed such conduct was in the corporation&#146;s best interest;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in all other cases, the director or officer reasonably believed that his or her conduct was
not opposed to the best interest of the corporation; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in connection with any criminal proceeding, the director or officer had no reasonable cause
to believe that his or her conduct was unlawful.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In actions brought by or in the right of the corporation, however, the Tennessee Business
Corporation Act provides that no indemnification may be made if the director or officer was
adjudged to be liable to the corporation. In cases where the director or officer is wholly
successful, on the merits or otherwise, in the defense of any proceeding instituted because of his
or her status as an officer or director of a corporation, the Tennessee Business Corporation Act
mandates that the corporation indemnify the director or officer against reasonable expenses
incurred in the proceeding. The Tennessee Business Corporation Act also provides that in connection
with any proceeding charging improper personal benefit to an officer or director, no
indemnification may be made if the officer or director is adjudged liable on the basis that
personal benefit was improperly received. Notwithstanding the foregoing, the Tennessee Business
Corporation Act provides that a court of competent jurisdiction, upon application, may order that
an officer or director be indemnified for reasonable expenses if, in consideration of all relevant
circumstances, the court determines that the individual is fairly and reasonably entitled to
indemnification, notwithstanding the fact that:
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the officer or director was adjudged liable to the corporation in a proceeding by or in the
right of the corporation;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the officer or director was adjudged liable on the basis that personal benefit was
improperly received by him or her; or</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD>the officer or director breached his or her duty of care to the corporation.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our charter and bylaws provide that every person (and the estate or personal representative of
such person) who is or was a director, officer or employee of ours, or any other entity in which he
or she served as such at our request, may be indemnified by us in accordance with the provisions of
the charter against any and all liability and reasonable expense (including, without limitation,
counsel fees and disbursements, and amounts of judgments, fines or penalties against, or amounts
paid in settlement by, a director, officer or employee) that may be incurred by her or him in
connection with or resulting from any claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative, or in connection with any appeal relating thereto, in which he or
she may become involved, as a party or otherwise, or with which he or she may be threatened, by
reason of his being or having been a director, officer or employee of ours or such other entity or
by reason of any action taken or omitted by him or her in his or her capacity as such director,
officer or employee, whether or not he or she continues to be such at the time such liability or
expense shall have been incurred.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the terms of our charter, any indemnification under the charter shall be made in
the case of a claim, action, suit or proceeding only if our board of directors, acting by a quorum
consisting of directors who are not parties to such claim, action, suit or proceeding, shall find,
or if a quorum of disinterested directors cannot be obtained, the executive committee of the board
of directors shall find, or independent special legal counsel, who shall be selected in the manner
prescribed by Section&nbsp;48-18-506(b)(3) and limited by Section&nbsp;48-18-506(c) of the Tennessee Business
Corporation Act, shall find, or the shareholders (excluding shares owned by or voted under the
control of a director who is a party to the proceeding) by the affirmative vote of a majority of
the shares entitled to vote thereon shall determine, that:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in his or her capacity as a director, the director acted in
good faith in what he or she reasonably believed to be in our or such other
entity&#146;s best interests, as the case may be;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in his or her capacity as an officer or employee of another
entity, the director acted in good faith in what he or she reasonably believed
was not opposed to our best interests;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in his or her capacity as an officer or employee of ours, the
officer or employee acted in good faith in what he or she reasonably believed
to be in our best interests;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in his or her capacity as a director, officer or employee of
another entity, the officer or employee acted in good faith in what he or she
reasonably believed was not opposed to our best interests; and, in addition,</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(v)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in any criminal action or proceeding, the director, officer or
employee had no reasonable cause to believe that his or her conduct was
unlawful;</TD>
</TR>

</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">provided, however, that no indemnification under the charter shall be made with regard to (i)&nbsp;any
claim, issue or proceeding by or in our right as to which such director, officer or employee shall
have been adjudged to be liable to us unless and only to the extent that the court in which such
action or suit was brought or another court of competent jurisdiction shall determine that, despite
the adjudication of liability but in view of all the relevant circumstances of the case, such
director, officer or employee is fairly and reasonably entitled to indemnity for reasonable
expenses incurred which the court shall deem proper, or (ii)&nbsp;amounts paid, or expenses incurred, in
connection with the settlement of any such claim, action, suit or proceeding, without the approval
of a court of competent jurisdiction, or (iii)&nbsp;in the case of any proceeding charging improper
personal benefit to a director, officer or employee other than by
</DIV>



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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">or in our right, and such director, officer or employee was adjudged liable on the basis that a
personal benefit was improperly received by him or her.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our bylaws provide that to the full extent allowed by the laws of the State of Tennessee, both
as now in effect and as hereafter adopted, we shall indemnify any and all persons who may serve or
who have served at any time as directors or officers, or who at the request of our board of
directors may serve or at any time have served as directors or officers of another corporation in
which we at such time owned or may own shares of stock (or other financial interest) or of which we
were or may be a creditor, and their respective heirs, administrators, successors and assigns,
against any and all expenses, including amounts paid upon judgments, counsel fees, and amounts paid
in settlement (before or after suit is commenced), actually and necessarily incurred by such
persons in connection with the defense or settlement of any claim, action, suit or proceeding in
which they, or any of them, are made parties, or apart, or which may be asserted against them or
any of them, by reason of being or having been directors or officers or a director or officer of
the corporation, or of such other corporation, if such director or officer acted in good faith for
a purpose which she or he reasonably believed to be in our best interest and, in criminal actions
or proceedings, in addition, had no reasonable cause to believe that her or his conduct was
unlawful, provided that nothing contained in the bylaws shall create a right to indemnification
inconsistent with or contrary to the Tennessee Business Corporation Act or other applicable
statutes.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our charter also allows us to purchase and maintain insurance to protect our directors,
officers, agents and employees against any expense, liability or loss asserted against them or
incurred by them to the maximum extent permitted by the laws of the State of Tennessee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Tennessee Business Corporation Act (&#147;TBCA&#148;) provides that a corporation may indemnify any
of its directors and officers against liability incurred in connection with a proceeding if (i)&nbsp;the
director or officer acted in good faith, (ii)&nbsp;in the case of conduct in his or her official
capacity with the corporation, the director or officer reasonably believed such conduct was in the
corporation&#146;s best interests, (iii)&nbsp;in all other cases, the director or officer reasonably believed
that his or her conduct was not opposed to the best interest of the corporation, and (iv)&nbsp;in
connection with any criminal proceeding, the director or officer had no reasonable cause to believe
that his or her conduct was unlawful. In actions brought by or in the right of the corporation,
however, the TBCA provides that no indemnification may be made if the director or officer was
adjudged to be liable to the corporation. In cases where the director or officer is wholly
successful, on the merits or otherwise, in the defense of any proceeding instigated because of his
or her status as an officer or director of a corporation, the TBCA mandates that the corporation
indemnify the director or officer against reasonable expenses incurred in the proceeding. The TBCA
also provides that in connection with any proceeding charging improper personal benefit to an
officer or director, no indemnification may be made if such officer or director is adjudged liable
on the basis that personal benefit was improperly received. Notwithstanding the foregoing, the TBCA
provides that a court of competent jurisdiction, upon application, may order that an officer or
director be indemnified for reasonable expenses if, in consideration of all relevant circumstances,
the court determines that such individual is fairly and reasonably entitled to indemnification,
whether or not the standard of conduct set forth above was met.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our charter and bylaws provide that every person (and the estate or personal representative of
such person) who is or was a director, officer or employee of ours, or any other entity in which he
or she served as such at our request, may be indemnified by us in accordance with the provisions of
the charter against any and all liability and reasonable expense (including, without limitation,
counsel fees and disbursements, and amounts of judgments, fines or penalties against, or amounts
paid in settlement by, a director, officer or employee) that may be incurred by her or him in
connection with or resulting from any claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative, or in connection with any appeal relating thereto, in which he or
she may become involved, as a party or otherwise, or with which he or she may be threatened, by
reason of his being or having been a director, officer or employee of ours or such other entity or
by reason of any action taken or omitted by him or her in his or
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">her capacity as such director, officer or employee, whether or not he or she continues to be
such at the time such liability or expense shall have been incurred.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the terms of our charter, any indemnification under the charter shall be made in
the case of a claim, action, suit or proceeding only if our board of directors, acting by a quorum
consisting of directors who are not parties to such claim, action, suit or proceeding, shall find,
or if a quorum of disinterested directors cannot be obtained, the executive committee of the board
of directors shall find, or independent special legal counsel, who shall be selected in the manner
prescribed by Section&nbsp;48-18-506(b)(3) and limited by Section&nbsp;48-18-506(c) of the TBCA, shall find,
or the shareholders (excluding shares owned by or voted under the control of a director who is a
party to the proceeding) by the affirmative vote of a majority of the shares entitled to vote
thereon shall determine, that:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in his or her capacity as a director, the director acted in
good faith in what he or she reasonably believed to be in our or such other
entity&#146;s best interests, as the case may be;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in his or her capacity as an officer or employee of another
entity, the director acted in good faith in what he or she reasonably believed
was not opposed to our best interests;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in his or her capacity as an officer or employee of ours, the
officer or employee acted in good faith in what he or she reasonably believed
to be in our best interests;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in his or her capacity as a director, officer or employee of
another entity, the officer or employee acted in good faith in what he or she
reasonably believed was not opposed to our best interests; and, in addition,</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="left">(v)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>in any criminal action or proceeding, the director, officer or
employee had no reasonable cause to believe that his or her conduct was
unlawful;</TD>
</TR>

</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">provided, however, that no indemnification under the charter shall be made with regard to (i)&nbsp;any
claim, issue or proceeding by or in our right as to which such director, officer or employee shall
have been adjudged to be liable to us unless and only to the extent that the court in which such
action or suit was brought or another court of competent jurisdiction shall determine that, despite
the adjudication of liability but in view of all the relevant circumstances of the case, such
director, officer or employee is fairly and reasonably entitled to indemnity for reasonable
expenses incurred which the court shall deem proper, or (ii)&nbsp;amounts paid, or expenses incurred, in
connection with the settlement of any such claim, action, suit or proceeding, without the approval
of a court of competent jurisdiction, or (iii)&nbsp;in the case of any proceeding charging improper
personal benefit to a director, officer or employee other than by or in our right, and such
director, officer or employee was adjudged liable on the basis that a personal benefit was
improperly received by him or her.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our bylaws provide that to the full extent allowed by the laws of the State of Tennessee, both
as now in effect and as hereafter adopted, we shall indemnify any and all persons who may serve or
who have served at any time as directors or officers, or who at the request of our board of
directors may serve or at any time have served as directors or officers of another corporation in
which we at such time owned or may own shares of stock (or other financial interest) or of which we
were or may be a creditor, and their respective heirs, administrators, successors and assigns,
against any and all expenses, including amounts paid upon judgments, counsel fees, and amounts paid
in settlement (before or after suit is commenced), actually and necessarily incurred by such
persons in connection with the defense or settlement of any claim, action, suit or proceeding in
which they, or any of them, are made parties, or apart, or which may be asserted against them or
any of them, by reason of being or having been directors or officers or a director or officer of
the corporation, or of such other corporation, if such director or officer acted in good faith for
a purpose which she or he reasonably believed to be in our best interest and, in criminal actions
or proceedings, in addition, had no reasonable cause to believe that her or his conduct was
unlawful, provided that nothing contained in the bylaws shall create a right to indemnification
inconsistent with or contrary to the Tennessee Business Corporation Act or other applicable
statutes.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->II-6<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We believe that our charter and bylaw provisions are necessary to attract and retain qualified
persons as directors and officers.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our charter and bylaws also allow us to purchase and maintain insurance to protect our
directors, officers, agents and employees against any liability asserted against them or incurred
by them to the maximum extent permitted by the laws of the State of Tennessee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;8. Exhibits.</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="88%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Charter of the Registrant (included as Exhibit&nbsp;3.1 to the Current Report on
Form&nbsp;8-K12G3 of the Registrant, dated October&nbsp;10, 2006, previously filed with the SEC
and incorporated herein by reference).</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4.2</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Bylaws of the Registrant (included as Exhibit&nbsp;3.2 to the Current Report on Form
8-K12G3 of the Registrant, dated October&nbsp;10, 2006, previously filed with the SEC and
incorporated herein by reference).</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">5.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Opinion of Bass, Berry &#038; Sims PLC.</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">23.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Consent of Maggart &#038; Associates, P.C.</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">23.2</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Consent of Bass, Berry &#038; Sims PLC (included in Exhibit&nbsp;5.1).</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">24.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Power of Attorney (included on the signature page to the Registration Statement).</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;9. Undertakings.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;The Registrant hereby undertakes:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;To include any prospectus required by Section&nbsp;10(a)(3) of the Securities Act of 1933;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;To reflect in the prospectus any facts or events arising after the effective date of this
registration statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in this registration
statement; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;To include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to such information in
this registration statement;
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>provided, however</I>, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to Section&nbsp;13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into this
registration statement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That, for the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial <I>bona fide </I>offering thereof.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->II-7<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;The registrant hereby undertakes that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant&#146;s annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing of an employee
benefit plan&#146;s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial <I>bona fide </I>offering thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such
issue.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->II-8<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="003"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Lewisburg, State of Tennessee, on this 19<SUP style="font-size: 85%; vertical-align: text-top">th</SUP>
day of October, 2006.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><B>FIRST COMMERCE BANCORP, INC.</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ W.B. Marsh
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">W.B. Marsh&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">President and Chief Executive Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>KNOW ALL MEN BY THESE PRESENTS, </B>each person whose signature appears below hereby constitutes
and appoints W.B. Marsh and Glenn Hardison, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her
and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to file the same, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing requisite and
necessary, as fully to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act, this registration statement has been
signed by the following persons in the capacities and on the date indicated.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Signature</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Title</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Date</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" nowrap valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ W. B. Marsh
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
W.B. Marsh</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
President, Chief Executive Officer
and Director (Principal Executive
Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">October 19, 2006</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ D. Glenn Hardison
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
D. Glenn Hardison</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Chief Financial Officer and
Director (Principal Accounting
and Financial Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">October 19, 2006</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Robert E. Wiles, Jr.
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Robert E. Wiles, Jr.</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">October 19, 2006</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Walter W. Bussart
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Walter W. Bussart</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">October 19, 2006</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ John O. Chunn
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
John O. Chunn</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">October 19, 2006</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Thomas H. Hawkins, III
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Thomas H. Hawkins, III</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">October 19, 2006</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ Allen L. Henderson, Jr.
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
Allen L. Henderson, Jr.</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">October 19, 2006</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ David H. Jent
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
David H. Jent</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">October 19, 2006</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->II-9<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Signature</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Title</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Date</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ James P. Moon
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
James P. Moon</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">October 19, 2006</TD>
</TR>
<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">/s/ James L. Russell, Jr.
<DIV style="font-size: 1pt; border-bottom: 1px solid #000000">&nbsp;</DIV>
James L. Russell, Jr.</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">October 19, 2006</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->II-10<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- link1 "EXHIBIT INDEX" -->
<DIV align="left"><A NAME="004"></A></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EXHIBIT INDEX</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="88%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Exhibit No.</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Description</TD>
</TR>

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<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4.3</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Charter of the Registrant (included as Exhibit&nbsp;3.1 to the Current Report on
Form&nbsp;8-K12G3 of the Registrant, dated October&nbsp;10, 2006, previously filed with the SEC
and incorporated herein by reference).</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4.4</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Bylaws of the Registrant (included as Exhibit&nbsp;3.2 to the Current Report on Form
8-K12G3 of the Registrant, dated October&nbsp;10, 2006, previously filed with the SEC and
incorporated herein by reference).</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">5.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Opinion of Bass, Berry &#038; Sims PLC.</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">23.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Consent of Maggart &#038; Associates, P.C.</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">23.2</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Consent of Bass, Berry &#038; Sims PLC (included in Exhibit&nbsp;5.1).</DIV></TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">24.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Power of Attorney (included on the signature page to the Registration Statement).</DIV></TD>
</TR>
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First Commerce Bancorp, Inc.
Table of Contents
As Filed With the Securities and Exchange Commission
on October 19, 2006
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FIRST COMMERCE BANCORP, INC.
(Exact name of registrant as specified in its charter)
Tennessee
20-5565433
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
500 North Ellington Parkway
37091
Lewisburg, Tennessee
(Zip Code)
(Address of Principal Executive Offices)
FIRST COMMERCE BANK 2002 STOCK OPTION PLAN
(Full title of the plan)
W.B. Marsh
500 North Ellington Parkway
Lewisburg, Tennessee 37091
(Name and address of agent for service)
Copy to:
Bob F. Thompson, Esq.
Bass, Berry & Sims PLC
315 Deaderick Street, Suite 2700
Nashville, Tennessee 37238-0002
(615) 742-6200
(931) 359-4322
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Proposed
Amount of
Title of securities
Amount to be
maximum offering price
maximum aggregate
registration
to be registered
registered
(1)
per share
(2)
offering price
(2)
fee
(2)
Common Stock,
$1.00 par value
195,462 shares
$
10.00 - $26.00
(2)
$
3,010,932
$
323
(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, includes an
indeterminate number of additional shares which may be offered and issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions.
(2)
The offering price is estimated solely for the purpose of determining the amount of
the registration fee in accordance with Rules 457(c) and 457(h)(1) under the Securities Act of 1933
as follows:
No. of Shares
Offering Price Per Share
Aggregate Offering Price
Fee
120,775
10.00
$
1,207,750
$
129.23
34,915
22.00
768,130
82.19
39,772
26.00
*
1,034,072
*
110.65
* Based on the last known price at which the common stock of First Commerce Bank, the predecessor
issuer of the registrant, traded.
TABLE OF CONTENTS
EXPLANATORY NOTE
PART I
PART II
SIGNATURES
EXHIBIT INDEX
Ex-5.1 Bass, Berry & Sims Opinion
Ex-23.1 Maggart & Associates Consent
Table of Contents
EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to 195,462 shares of the Registrant's common stock,
$1.00 par value per share (the "Common Stock") which are issuable pursuant to options issued or to
be issued under the First Commerce Bank 2002 Stock Option Plan (the "Plan"). The Plan was assumed
by the Registrant pursuant to that certain Agreement and Plan of Share Exchange (the "Share
Exchange Agreement") dated as of August 9, 2006 by and between the Registrant and First Commerce
Bank, a Tennessee state chartered bank (the "Bank") which assumption of the Plan became effective
upon the consummation of the Share Exchange contemplated by the Share Exchange Agreement on October
6, 2006.
On October 10, 2006 the Registrant filed a Form 8-K with the Securities and Exchange Commission as
notice that the Registrant is the successor issuer to the Bank pursuant to Rule 12g-3 promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, the
Registrant's Common Stock is deemed to be registered under Section 12(g) of the Exchange Act, and
the Registrant will file reports, proxy statements and other information with the Securities and
Exchange Commission. Prior to the filing of the Form 8-K pursuant to Rule 12g-3 on October 10,
2006, the Bank filed its annual and quarterly reports, proxy statements and other filings required
under Section 13 of the Exchange Act with the Federal Deposit Insurance Corporation ("FDIC") in
accordance with Section 12(i) of the Exchange Act. Copies of such filings are available for
inspection at the offices of the FDIC's Accounting and Securities Disclosure Section located at 550
17
th
Street, N.W., Washington, DC 20429. Copies of the filings may also be obtained by
contacting the FDIC's Accounting and Securities Disclosure Section at (202) 898-8908 or by e mail
at mfields@fdic.gov.
PART I
Information Required in the Section 10(a) Prospectus
First Commerce Bancorp, Inc. (the "Registrant") will send or give documents containing the
information specified by Part I of this Form S-8 Registration Statement (the "Registration
Statement") to participants in the plan to which this Registration Statement relates, as specified
in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Securities Act"). The Registrant is not filing such
documents with the SEC, but these documents constitute (along with the documents incorporated by
reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act. Unless this Registration Statement
indicates otherwise or the context otherwise requires, the terms "we", "our", "us" or First
Commerce, refer to First Commerce Bancorp, Inc. and its subsidiaries including First Commerce Bank.
I-1
Table of Contents
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents filed by us with the SEC, pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are hereby incorporated by reference and shall be deemed to
be a part hereof from the date of filing of such document:
(1) Our Current Report on Form 8-K12g-3 filed with the SEC on October 10, 2006.
All documents filed by us pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date hereof and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents. Any statements contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
replaced for purposes hereof to the extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated or deemed to be incorporated by reference
herein) modifies or replaces such statement. Any statement so modified or replaced shall not be
deemed, except as so modified or replaced, to constitute a part hereof.
Notwithstanding the foregoing, information furnished under Items 2.02 and 7.01 of any Current
Report on Form 8-K, including the related exhibits, is not incorporated by reference in this
prospectus or the accompanying registration statement.
Item 4. Description of Securities.
We have the authority to issue 20,000,000 shares of common stock, par value $1.00 per share
(the "Common Stock"). As of October 10, 2006, 1,274,538 shares of our Common Stock were
outstanding.
The following summary descriptions of selected provisions of our charter, bylaws, Common
Stock, Preferred Stock (as defined below) and Tennessee Business Corporation Act are not complete.
The summaries are subject to, and are qualified entirely by, the provisions of our charter and
bylaws, all of which are included or incorporated by reference as exhibits to this registration
statement, and to the Tennessee Business Corporation Act. You are encouraged to read our charter
and bylaws.
General
. Under our charter, we are authorized to issue a maximum of 20,000,000 shares of
Common Stock, and 20,000,000 shares of preferred stock, no par value per share (the "Preferred
Stock"). The Preferred Stock may be issued from time to time in one or more series. The board of
directors is authorized, by filing an amendment to our charter to fix or alter from time to time
the designation, powers, preferences and rights of the shares of each such series or any of them;
and to increase or decrease the number of shares of any series subsequent to the issuance of that
series, but not below the number of such series then outstanding. In case the number of shares of
any series shall be decreased in accordance with the foregoing sentence, the shares constituting
such decrease shall resume the status that they had prior to the adoption of the resolution
originally fixing the number of shares of such series. As such, we may issue shares of Preferred
Stock, which may have rights and preferences superior to those of the holders of our Common Stock,
without requiring further shareholder approval.
Voting Rights
. All of the shares of our Common Stock have identical rights and preferences.
The holders of our Common Stock have one vote per share on all matters presented for a shareholder
vote.
Dividend Rights and Limitations on Payment of Dividends.
The holders of our Common Stock are
entitled to dividends and other distributions as and when declared by our board of directors.
Dividends may be paid in cash, in property, or in shares of our theretofore unissued capital stock.
Our ability to pay dividends to the holders of our
II-1
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capital stock will depend upon the amount of dividends paid to us by First Commerce Bank, our
wholly owned subsidiary. Declarations of such dividends by First Commerce Bank will be subject to
certain regulatory restrictions.
Liquidation Rights.
Upon the voluntary or involuntary dissolution, liquidation or winding up
of our affairs, after the payment in full of our debts and other liabilities, the remainder of our
assets, if any, are to be distributed on a pro rata basis among our shareholders. Our Common Stock
is not subject to any redemption provisions or sinking fund provisions.
Preemptive Rights
. No holder of shares of our Common Stock has any preemptive rights to
purchase, subscribe for or otherwise acquire any additional shares of our Common Stock or any
securities exercisable for or convertible into shares of our Common Stock.
Tennessee's Anti-takeover Provisions
Provisions in Tennessee law could make it harder for someone to acquire us through a tender
offer, proxy contest or otherwise.
Tennessee Business Combination Act.
The Tennessee Business Combination Act provides that a
party owning shares equal to 10% or more of the voting power of any class or series of the then
outstanding voting stock of a "resident domestic corporation" is an "interested shareholder." An
interested shareholder also includes a party that is an affiliate or associate, as defined in the
Tennessee Business Combination Act, of a "resident domestic corporation." We are currently a
resident domestic corporation within the meaning of this act. An interested shareholder cannot
engage in a business combination with the resident domestic corporation unless the combination:
•
takes place at least five years after the interested shareholder first acquired
10% or more of the voting power of any class or series of the then outstanding
voting stock of the resident domestic corporation; and
•
either is approved by at least two-thirds of the non-interested voting shares of
the resident domestic corporation or satisfies fairness conditions specified in the
Tennessee Business Combination Act.
These provisions apply unless one of the following exemptions is available:
•
a business combination with an entity can proceed without delay when approved by the target
corporation's board of directors before that entity becomes an interested shareholder;
•
a business combination is exempt, if in its original charter or original bylaws, the
resident domestic corporation elects not to be governed by the Tennessee Business Combination Act;
•
unless the charter of the resident domestic corporation provides otherwise, the Tennessee
Business Combination Act does not apply to a business combination of a resident domestic
corporation with, or proposed by or on behalf of, an interested shareholder if the resident
domestic corporation did not have, on such interested shareholder's share acquisition date, a class
of voting stock registered or traded on a national securities exchange or registered with the
securities and exchange commission pursuant to Section 12(g) of the Exchange Act; or
•
the resident corporation may enact a charter or bylaw amendment to remove itself entirely
from the Tennessee Business Combination Act that must be approved by a majority of the shareholders
who have held shares for more than one year before the vote and which cannot become operative until
two years after the vote.
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Table of Contents
We have not adopted a charter amendment or bylaw to remove ourselves from the Tennessee
Business Combination Act.
Tennessee Greenmail Act.
The Tennessee Greenmail Act prohibits us from purchasing or agreeing
to purchase any of our securities, at a price higher than fair market value, from a holder of 3% or
more of any class of our securities who has beneficially owned the securities for less than two
years. We can, however, make this purchase if the majority of the outstanding shares of each class
of voting stock issued by us approves the purchase or if we make an offer of at least equal value
per share to all holders of shares of the same class of securities as those held by the prospective
seller.
Tennessee Control Share Acquisition Act.
The Tennessee Control Share Acquisition Act strips a
purchaser's shares of voting rights any time an acquisition of shares in a Tennessee corporation
which has elected to be covered by the Tennessee Control Share Acquisition Act (as we have) brings
the purchaser's voting power to one-fifth, one-third or a majority of all voting power. The
purchaser's voting rights can be restored only by a majority vote of the other shareholders. The
purchaser may demand a meeting of shareholders to conduct such a vote. The purchaser can demand a
meeting for this purpose before acquiring shares in excess of the thresholds described above, which
we refer to as a control share acquisition, only if it holds at least 10% of the outstanding shares
and announces a good faith intention to make the acquisition of shares having voting power in
excess of the thresholds stated above. If a target corporation so elects prior to the date on which
a purchaser makes a control share acquisition, a target corporation may redeem the purchaser's
shares if the shares are not granted voting rights.
The effect of these provisions may make a change of control of First Commerce Bancorp harder
by delaying, deferring or preventing a tender offer or takeover attempt that you might consider to
be in your best interest, including those attempts that might result in the payment of a premium
over the market price for our shares. They may also promote the continuity of our management by
making it harder for you to remove or change the incumbent members of the board of directors.
Limitations on Liability and Indemnification of Directors and Officers.
The Tennessee Business Corporation Act provides that a corporation may indemnify any of its
directors and officers against liability incurred in connection with a proceeding if:
•
the director or officer acted in good faith;
•
in the case of conduct in his or her official capacity with the corporation, the director or
officer reasonably believed such conduct was in the corporation's best interest;
•
in all other cases, the director or officer reasonably believed that his or her conduct was
not opposed to the best interest of the corporation; and
•
in connection with any criminal proceeding, the director or officer had no reasonable cause
to believe that his or her conduct was unlawful.
In actions brought by or in the right of the corporation, however, the Tennessee Business
Corporation Act provides that no indemnification may be made if the director or officer was
adjudged to be liable to the corporation. In cases where the director or officer is wholly
successful, on the merits or otherwise, in the defense of any proceeding instituted because of his
or her status as an officer or director of a corporation, the Tennessee Business Corporation Act
mandates that the corporation indemnify the director or officer against reasonable expenses
incurred in the proceeding. The Tennessee Business Corporation Act also provides that in connection
with any proceeding charging improper personal benefit to an officer or director, no
indemnification may be made if the officer or director is adjudged liable on the basis that
personal benefit was improperly received. Notwithstanding the foregoing, the Tennessee Business
Corporation Act provides that a court of competent jurisdiction, upon application, may order that
an officer or director be indemnified for reasonable expenses if, in consideration of all relevant
circumstances, the court determines that the individual is fairly and reasonably entitled to
indemnification, notwithstanding the fact that:
II-3
Table of Contents
•
the officer or director was adjudged liable to the corporation in a proceeding by or in the
right of the corporation;
•
the officer or director was adjudged liable on the basis that personal benefit was
improperly received by him or her; or
•
the officer or director breached his or her duty of care to the corporation.
Our charter and bylaws provide that every person (and the estate or personal representative of
such person) who is or was a director, officer or employee of ours, or any other entity in which he
or she served as such at our request, may be indemnified by us in accordance with the provisions of
the charter against any and all liability and reasonable expense (including, without limitation,
counsel fees and disbursements, and amounts of judgments, fines or penalties against, or amounts
paid in settlement by, a director, officer or employee) that may be incurred by her or him in
connection with or resulting from any claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative, or in connection with any appeal relating thereto, in which he or
she may become involved, as a party or otherwise, or with which he or she may be threatened, by
reason of his being or having been a director, officer or employee of ours or such other entity or
by reason of any action taken or omitted by him or her in his or her capacity as such director,
officer or employee, whether or not he or she continues to be such at the time such liability or
expense shall have been incurred.
Pursuant to the terms of our charter, any indemnification under the charter shall be made in
the case of a claim, action, suit or proceeding only if our board of directors, acting by a quorum
consisting of directors who are not parties to such claim, action, suit or proceeding, shall find,
or if a quorum of disinterested directors cannot be obtained, the executive committee of the board
of directors shall find, or independent special legal counsel, who shall be selected in the manner
prescribed by Section 48-18-506(b)(3) and limited by Section 48-18-506(c) of the Tennessee Business
Corporation Act, shall find, or the shareholders (excluding shares owned by or voted under the
control of a director who is a party to the proceeding) by the affirmative vote of a majority of
the shares entitled to vote thereon shall determine, that:
(i)
in his or her capacity as a director, the director acted in
good faith in what he or she reasonably believed to be in our or such other
entity's best interests, as the case may be;
(ii)
in his or her capacity as an officer or employee of another
entity, the director acted in good faith in what he or she reasonably believed
was not opposed to our best interests;
(iii)
in his or her capacity as an officer or employee of ours, the
officer or employee acted in good faith in what he or she reasonably believed
to be in our best interests;
(iv)
in his or her capacity as a director, officer or employee of
another entity, the officer or employee acted in good faith in what he or she
reasonably believed was not opposed to our best interests; and, in addition,
(v)
in any criminal action or proceeding, the director, officer or
employee had no reasonable cause to believe that his or her conduct was
unlawful;
provided, however, that no indemnification under the charter shall be made with regard to (i) any
claim, issue or proceeding by or in our right as to which such director, officer or employee shall
have been adjudged to be liable to us unless and only to the extent that the court in which such
action or suit was brought or another court of competent jurisdiction shall determine that, despite
the adjudication of liability but in view of all the relevant circumstances of the case, such
director, officer or employee is fairly and reasonably entitled to indemnity for reasonable
expenses incurred which the court shall deem proper, or (ii) amounts paid, or expenses incurred, in
connection with the settlement of any such claim, action, suit or proceeding, without the approval
of a court of competent jurisdiction, or (iii) in the case of any proceeding charging improper
personal benefit to a director, officer or employee other than by
II-4
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or in our right, and such director, officer or employee was adjudged liable on the basis that a
personal benefit was improperly received by him or her.
Our bylaws provide that to the full extent allowed by the laws of the State of Tennessee, both
as now in effect and as hereafter adopted, we shall indemnify any and all persons who may serve or
who have served at any time as directors or officers, or who at the request of our board of
directors may serve or at any time have served as directors or officers of another corporation in
which we at such time owned or may own shares of stock (or other financial interest) or of which we
were or may be a creditor, and their respective heirs, administrators, successors and assigns,
against any and all expenses, including amounts paid upon judgments, counsel fees, and amounts paid
in settlement (before or after suit is commenced), actually and necessarily incurred by such
persons in connection with the defense or settlement of any claim, action, suit or proceeding in
which they, or any of them, are made parties, or apart, or which may be asserted against them or
any of them, by reason of being or having been directors or officers or a director or officer of
the corporation, or of such other corporation, if such director or officer acted in good faith for
a purpose which she or he reasonably believed to be in our best interest and, in criminal actions
or proceedings, in addition, had no reasonable cause to believe that her or his conduct was
unlawful, provided that nothing contained in the bylaws shall create a right to indemnification
inconsistent with or contrary to the Tennessee Business Corporation Act or other applicable
statutes.
Our charter also allows us to purchase and maintain insurance to protect our directors,
officers, agents and employees against any expense, liability or loss asserted against them or
incurred by them to the maximum extent permitted by the laws of the State of Tennessee.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Tennessee Business Corporation Act ("TBCA") provides that a corporation may indemnify any
of its directors and officers against liability incurred in connection with a proceeding if (i) the
director or officer acted in good faith, (ii) in the case of conduct in his or her official
capacity with the corporation, the director or officer reasonably believed such conduct was in the
corporation's best interests, (iii) in all other cases, the director or officer reasonably believed
that his or her conduct was not opposed to the best interest of the corporation, and (iv) in
connection with any criminal proceeding, the director or officer had no reasonable cause to believe
that his or her conduct was unlawful. In actions brought by or in the right of the corporation,
however, the TBCA provides that no indemnification may be made if the director or officer was
adjudged to be liable to the corporation. In cases where the director or officer is wholly
successful, on the merits or otherwise, in the defense of any proceeding instigated because of his
or her status as an officer or director of a corporation, the TBCA mandates that the corporation
indemnify the director or officer against reasonable expenses incurred in the proceeding. The TBCA
also provides that in connection with any proceeding charging improper personal benefit to an
officer or director, no indemnification may be made if such officer or director is adjudged liable
on the basis that personal benefit was improperly received. Notwithstanding the foregoing, the TBCA
provides that a court of competent jurisdiction, upon application, may order that an officer or
director be indemnified for reasonable expenses if, in consideration of all relevant circumstances,
the court determines that such individual is fairly and reasonably entitled to indemnification,
whether or not the standard of conduct set forth above was met.
Our charter and bylaws provide that every person (and the estate or personal representative of
such person) who is or was a director, officer or employee of ours, or any other entity in which he
or she served as such at our request, may be indemnified by us in accordance with the provisions of
the charter against any and all liability and reasonable expense (including, without limitation,
counsel fees and disbursements, and amounts of judgments, fines or penalties against, or amounts
paid in settlement by, a director, officer or employee) that may be incurred by her or him in
connection with or resulting from any claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative, or in connection with any appeal relating thereto, in which he or
she may become involved, as a party or otherwise, or with which he or she may be threatened, by
reason of his being or having been a director, officer or employee of ours or such other entity or
by reason of any action taken or omitted by him or her in his or
II-5
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her capacity as such director, officer or employee, whether or not he or she continues to be
such at the time such liability or expense shall have been incurred.
Pursuant to the terms of our charter, any indemnification under the charter shall be made in
the case of a claim, action, suit or proceeding only if our board of directors, acting by a quorum
consisting of directors who are not parties to such claim, action, suit or proceeding, shall find,
or if a quorum of disinterested directors cannot be obtained, the executive committee of the board
of directors shall find, or independent special legal counsel, who shall be selected in the manner
prescribed by Section 48-18-506(b)(3) and limited by Section 48-18-506(c) of the TBCA, shall find,
or the shareholders (excluding shares owned by or voted under the control of a director who is a
party to the proceeding) by the affirmative vote of a majority of the shares entitled to vote
thereon shall determine, that:
(i)
in his or her capacity as a director, the director acted in
good faith in what he or she reasonably believed to be in our or such other
entity's best interests, as the case may be;
(ii)
in his or her capacity as an officer or employee of another
entity, the director acted in good faith in what he or she reasonably believed
was not opposed to our best interests;
(iii)
in his or her capacity as an officer or employee of ours, the
officer or employee acted in good faith in what he or she reasonably believed
to be in our best interests;
(iv)
in his or her capacity as a director, officer or employee of
another entity, the officer or employee acted in good faith in what he or she
reasonably believed was not opposed to our best interests; and, in addition,
(v)
in any criminal action or proceeding, the director, officer or
employee had no reasonable cause to believe that his or her conduct was
unlawful;
provided, however, that no indemnification under the charter shall be made with regard to (i) any
claim, issue or proceeding by or in our right as to which such director, officer or employee shall
have been adjudged to be liable to us unless and only to the extent that the court in which such
action or suit was brought or another court of competent jurisdiction shall determine that, despite
the adjudication of liability but in view of all the relevant circumstances of the case, such
director, officer or employee is fairly and reasonably entitled to indemnity for reasonable
expenses incurred which the court shall deem proper, or (ii) amounts paid, or expenses incurred, in
connection with the settlement of any such claim, action, suit or proceeding, without the approval
of a court of competent jurisdiction, or (iii) in the case of any proceeding charging improper
personal benefit to a director, officer or employee other than by or in our right, and such
director, officer or employee was adjudged liable on the basis that a personal benefit was
improperly received by him or her.
Our bylaws provide that to the full extent allowed by the laws of the State of Tennessee, both
as now in effect and as hereafter adopted, we shall indemnify any and all persons who may serve or
who have served at any time as directors or officers, or who at the request of our board of
directors may serve or at any time have served as directors or officers of another corporation in
which we at such time owned or may own shares of stock (or other financial interest) or of which we
were or may be a creditor, and their respective heirs, administrators, successors and assigns,
against any and all expenses, including amounts paid upon judgments, counsel fees, and amounts paid
in settlement (before or after suit is commenced), actually and necessarily incurred by such
persons in connection with the defense or settlement of any claim, action, suit or proceeding in
which they, or any of them, are made parties, or apart, or which may be asserted against them or
any of them, by reason of being or having been directors or officers or a director or officer of
the corporation, or of such other corporation, if such director or officer acted in good faith for
a purpose which she or he reasonably believed to be in our best interest and, in criminal actions
or proceedings, in addition, had no reasonable cause to believe that her or his conduct was
unlawful, provided that nothing contained in the bylaws shall create a right to indemnification
inconsistent with or contrary to the Tennessee Business Corporation Act or other applicable
statutes.
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We believe that our charter and bylaw provisions are necessary to attract and retain qualified
persons as directors and officers.
Our charter and bylaws also allow us to purchase and maintain insurance to protect our
directors, officers, agents and employees against any liability asserted against them or incurred
by them to the maximum extent permitted by the laws of the State of Tennessee.
Item 7. Exemption from Registration Claimed.
None.
Item 8. Exhibits.
4.1
Charter of the Registrant (included as Exhibit 3.1 to the Current Report on
Form 8-K12G3 of the Registrant, dated October 10, 2006, previously filed with the SEC
and incorporated herein by reference).
4.2
Bylaws of the Registrant (included as Exhibit 3.2 to the Current Report on Form
8-K12G3 of the Registrant, dated October 10, 2006, previously filed with the SEC and
incorporated herein by reference).
5.1
Opinion of Bass, Berry & Sims PLC.
23.1
Consent of Maggart & Associates, P.C.
23.2
Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).
24.1
Power of Attorney (included on the signature page to the Registration Statement).
Item 9. Undertakings.
A. The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this
registration statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in this registration
statement; and
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to such information in
this registration statement;
provided, however
, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into this
registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial
bona fide
offering thereof.
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(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
B. The registrant hereby undertakes that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Lewisburg, State of Tennessee, on this 19
th
day of October, 2006.
FIRST COMMERCE BANCORP, INC.
By:
/s/ W.B. Marsh
W.B. Marsh
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS,
each person whose signature appears below hereby constitutes
and appoints W.B. Marsh and Glenn Hardison, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her
and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to file the same, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing requisite and
necessary, as fully to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been
signed by the following persons in the capacities and on the date indicated.
Signature
Title
Date
/s/ W. B. Marsh
W.B. Marsh
President, Chief Executive Officer
and Director (Principal Executive
Officer)
October 19, 2006
/s/ D. Glenn Hardison
D. Glenn Hardison
Chief Financial Officer and
Director (Principal Accounting
and Financial Officer)
October 19, 2006
/s/ Robert E. Wiles, Jr.
Robert E. Wiles, Jr.
Director
October 19, 2006
/s/ Walter W. Bussart
Walter W. Bussart
Director
October 19, 2006
/s/ John O. Chunn
John O. Chunn
Director
October 19, 2006
/s/ Thomas H. Hawkins, III
Thomas H. Hawkins, III
Director
October 19, 2006
/s/ Allen L. Henderson, Jr.
Allen L. Henderson, Jr.
Director
October 19, 2006
/s/ David H. Jent
David H. Jent
Director
October 19, 2006
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Signature
Title
Date
/s/ James P. Moon
James P. Moon
Director
October 19, 2006
/s/ James L. Russell, Jr.
James L. Russell, Jr.
Director
October 19, 2006
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EXHIBIT INDEX
Exhibit No.
Description
4.3
Charter of the Registrant (included as Exhibit 3.1 to the Current Report on
Form 8-K12G3 of the Registrant, dated October 10, 2006, previously filed with the SEC
and incorporated herein by reference).
4.4
Bylaws of the Registrant (included as Exhibit 3.2 to the Current Report on Form
8-K12G3 of the Registrant, dated October 10, 2006, previously filed with the SEC and
incorporated herein by reference).
5.1
Opinion of Bass, Berry & Sims PLC.
23.1
Consent of Maggart & Associates, P.C.
23.2
Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1).
24.1
Power of Attorney (included on the signature page to the Registration Statement).
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