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Filed Pursuant to Rule 424(b)(4)
Registration No. 333-167114

         PROSPECTUS


5,750,000 Shares

GRAPHIC


Common Stock


        We are offering 5,750,000 shares of our common stock, par value $0.50 per share. Our common stock is listed on the NASDAQ Global Market under the symbol "TNCC." On August 5, 2010, the last reported sale price of our common stock on the NASDAQ Global Market was $4.38 per share.

 
  Per Share   Total  

Public offering price

  $ 4.00   $ 23,000,000  

Underwriting discounts and commissions

  $ 0.24   $ 1,380,000  

Proceeds to Tennessee Commerce Bancorp, Inc. (before expenses)

  $ 3.76   $ 21,620,000  

        The underwriters also may purchase up to an additional 15% of the offered amount, or 862,500 shares of our common stock at the public offering price, less the underwriting discounts and commissions, within 30 days of the date of this prospectus to cover over-allotments, if any.

         These shares of common stock are not savings accounts, deposits or other obligations of our bank subsidiary or any of our non-bank subsidiaries and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

         You should read this prospectus carefully before you make a decision to invest in our common stock. Investing in our common stock involves substantial risk. See the section entitled "Risk Factors," beginning on page 11 of this prospectus for certain risks and uncertainties you should consider.


         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


        The underwriters expect to deliver the common stock to purchasers on or about August 11, 2010.


Sole Book-Running Manager

Macquarie Capital


Co-Managers

Sterne Agee        
    FIG Partners, LLC    
        Odeon Capital Group


The date of this prospectus is August 5, 2010

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FORWARD-LOOKING STATEMENTS

        Certain statements contained or incorporated by reference in this prospectus are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as "may," "will," "expect," "believe," "anticipate," "intend," "plan," "estimate," "continue," "should," "could," "would" and other comparable terms. These forward-looking statements are based on the current plans, assumptions and expectations of our management and are subject to a number of risks and uncertainties, including those set forth below, which could significantly affect our current plans and expectations and future financial condition and results.

        While it is not possible to identify all of these factors, we face many risks and uncertainties that could cause actual results to differ from those expressed or implied by those forward-looking statements, including:

    •
    the effects of future economic, business and market conditions and changes, domestic and foreign, that may affect general economic conditions;

    •
    governmental monetary and fiscal policies;

    •
    legislative and regulatory changes, including changes in banking, securities and tax laws, regulations and policies and their application by our regulators, and changes in the scope and cost of Federal Deposit Insurance Corporation, or FDIC, insurance and other coverage;

    •
    negative developments in the financial services industry and U.S. and global credit markets;

    •
    the effect of capital constraints on our pace of growth and our ability to raise additional capital when needed, and the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act, referred to as the Dodd-Frank Act, which changes the definition and amounts of minimum capital required of banking institutions;

    •
    the risks of changes in interest rates on the levels, composition and costs of deposits, loan demand and the values and liquidity of loan collateral, securities and interest-sensitive assets and liabilities;

    •
    fluctuations in non-interest income, including limitations on bank fees and charges contained in the Dodd-Frank Act;

    •
    the financial health of the local economies in which we do business;

    •
    our concentration of commercial and industrial loans;

    •
    the sufficiency of our current sources of funds;

    •
    our use of internet and brokered deposits;

    •
    informal or formal enforcement actions to which we may become subject;

    •
    our reliance on key personnel;

    •
    changes in accounting policies, rules and practices;

    •
    changes in borrower credit risks and payment behaviors;

    •
    changes in the availability and cost of credit and capital in the financial markets;

    •
    changes in the prices, values and sales volumes of real and personal property that we need to dispose of following foreclosure;

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    •
    the failure of assumptions and estimates underlying the establishment of reserves for possible loan losses and other estimates;

    •
    certain risks related to mergers, acquisitions and divestitures, including, without limitation, the related time and costs of implementing such transactions, integrating operations as part of these transactions and possible failures to achieve expected gains, revenue growth and/or expense savings from such transactions;

    •
    changes in technology or products that may be more difficult and costly or less effective than anticipated;

    •
    the payment and liquidation rights of holders of our Fixed Rate Cumulative Perpetual Preferred Stock, Series A, or Series A Preferred Stock, and holders of our subordinated debentures;

    •
    any future issuances of our common stock or other equity securities;

    •
    reductions in our deferred tax assets;

    •
    the approval by our board of directors of certain resolutions at the instruction of the Federal Reserve Bank of Atlanta, or the Federal Reserve Bank;

    •
    reductions in the amount of net operating loss carryforwards, or NOLs, that we may be able to utilize for income tax purposes; and

    •
    other factors and risks described under "Risk Factors" in this prospectus and in any of our reports filed with the Securities and Exchange Commission, or the SEC, under the Exchange Act that are incorporated by reference in this prospectus.

        We caution you that the factors listed above, as well as the risk factors contained or incorporated by reference in this prospectus, may not be exhaustive. We operate in a continually changing business environment, and new risks emerge from time to time. We cannot predict such new risks, nor can we assess the impact, if any, of such new risks on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those expressed or implied by any forward-looking statements.

        All forward-looking statements attributable to us or persons acting on our behalf apply only as of the respective dates of such statements and are expressly qualified in their entirety by the cautionary statements contained in this prospectus. We undertake no obligation to publicly update or revise forward-looking statements, which may be made to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events, except as required by applicable law. Shareholders and investors are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this prospectus.


ABOUT THIS PROSPECTUS

        You should rely only on the information contained or incorporated by reference in this prospectus. We have not, and the underwriters have not, authorized any person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell, or a solicitation of an offer to purchase, these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any other documents incorporated by reference is accurate only as of the date of the applicable document.

        Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus to "Tennessee Commerce Bancorp, Inc.," the "Company," "we," "us," "our" or similar references refer to Tennessee Commerce Bancorp, Inc., a bank holding company incorporated in

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Tennessee. References to "Tennessee Commerce Bank" or the "Bank" mean our wholly owned banking subsidiary.


WHERE YOU CAN FIND MORE INFORMATION

        We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document that we file at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings are also available to the public on the SEC's website at www.sec.gov and on our corporate website at www.tncommercebank.com . The information on our corporate website is not part of this prospectus.

        This prospectus omits some information contained in the registration statement in accordance with SEC rules and regulations. You should review the information and exhibits included in the registration statement for further information about us and the securities we are offering. Statements in this prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.

        The SEC allows us to "incorporate by reference" information we file with it, which means that we can disclose important information to you by referring you to other documents. The information incorporated by reference is considered to be a part of this prospectus. Information contained in this prospectus supersedes information incorporated by reference that we have filed with the SEC prior to the date of this prospectus.

        We incorporate by reference the following documents listed below, except to the extent that any information contained in such filings is deemed "furnished" in accordance with SEC rules:

    •
    our annual reports on Form 10-K and Form 10-K/A for the year ended December 31, 2009;

    •
    our quarterly report on Form 10-Q for the quarterly period ended March 31, 2010;

    •
    our current reports on Form 8-K and/or 8-K/A filed with the SEC on March 18, 2010 (amended on March 18, 2010), May 21, 2010, May 24, 2010, May 25, 2010, July 26, 2010, July 27, 2010 (amended on July 27, 2010) and July 28, 2010 (amended on July 29, 2010);

    •
    our definitive proxy statement on Schedule 14A filed with the SEC on April 16, 2010; and

    •
    the description of our common stock and preferred stock contained in our registration statement on Form 10, filed with the SEC on April 29, 2005, and any other amendment or report filed for the purpose of updating such description.

        You can obtain copies of the documents incorporated by reference in this prospectus, at no cost, by writing or calling us at the following address:

Tennessee Commerce Bancorp, Inc.
381 Mallory Station Road, Suite 207
Franklin, Tennessee 37067
(615) 599-2274

        We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in the prospectus but not delivered with the prospectus. Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference into such documents.

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PROSPECTUS SUMMARY

         This summary highlights selected information contained elsewhere or incorporated by reference in this prospectus and may not contain all the information that you need to consider in making your investment decision. You should carefully read this entire prospectus, as well as the information incorporated by reference herein, before deciding whether to invest in our common stock. You should pay special attention to the "Risk Factors" section of this prospectus to determine whether an investment in the common stock is appropriate for you.

About Tennessee Commerce Bancorp, Inc.

        Tennessee Commerce Bancorp, Inc., a Tennessee corporation founded in 2000, is a bank holding company registered under the Bank Holding Company Act of 1956, as amended, or the BHC Act. Through our wholly owned banking subsidiary, Tennessee Commerce Bank, we serve the banking needs of small and medium-sized businesses, entrepreneurs and professionals in the Nashville metropolitan statistical area, or the Nashville MSA, as well as the financing needs of certain national and regional equipment vendors and financial services companies. We primarily conduct business from a single location in the Cool Springs commercial area of Franklin, Tennessee, 15 miles south of Nashville, Tennessee. We also operate three loan production offices — one in each of Birmingham, Alabama, Minneapolis, Minnesota and Atlanta, Georgia.

        Williamson County, where we are headquartered, is a suburban county in Tennessee that has a large and varied economic base. According to the Williamson County Office of Economic Development, Williamson County has a workforce comprised of 21% entrepreneurs, a median income among the highest of the nation's counties (17th) and an unemployment rate below the Tennessee state and national averages.

        We offer a full range of competitive retail and commercial banking services to local customers in the Nashville MSA. Our deposit services include a broad offering of checking accounts, savings accounts, money market investment accounts, certificates of deposits and retirement accounts. Our lending services include commercial loans to small and medium-sized businesses and professionals, consumer installment loans, various types of mortgage loans, personal lines of credit, home equity loans, credit cards, real estate construction loans and letters of credit.

        We are subject to the supervision of the Board of Governors of the Federal Reserve System, or the Federal Reserve Board, and Tennessee Commerce Bank is subject to the regulatory authority of the Department of Financial Institutions of the State of Tennessee, or the TDFI, and the FDIC.

        As of June 30, 2010, we had:

    •
    total assets of $1.4 billion;

    •
    total deposits of $1.2 billion;

    •
    net loans of $1.2 billion; and

    •
    total shareholders' equity of $100.8 million.

        Our common stock is listed on the NASDAQ Global Market under the symbol "TNCC."

Our Business Strategy

        We are primarily a commercial lender focused on secured loans in the middle-market business segment. Our client base consists largely of local owner-managed businesses, entrepreneurs and professionals. We have been lending to this commercial segment for over a decade, and our business is built around long-term client relationships. We focus on understanding our clients' businesses and cash flows, and establishing well-secured loans. We also have expertise in asset-based lending, equipment

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finance and tax-advantaged lending. While we may not be the lowest cost provider in our markets, we have successfully attracted and retained customers as a result of our service-oriented business model, tailored products and long-term relationships. In addition, our lenders have extensive experience, with an average tenure of 28 years in the financial services lending business.

        The following is a breakdown of our loan portfolio by loan type at June 30, 2010:

Loan Type
  % of Total  

Commercial and industrial

    54.5 %

Real estate: Commercial(1)

    22.4  

Real estate: Construction

    11.0  

Tax leases

    8.2  

Real estate: 1-4 family

    3.6  

Consumer

    0.3  
       
 

Total

    100.0 %
       
(1)
Commercial real estate loans primarily represent commercial and industrial loans collateralized by commercial real estate.

        Our commercial loans are generally well-secured by a variety of collateral, including commercial real estate, inventory, accounts receivable, transportation assets and personal guarantees. Management believes that we maintain conservative underwriting standards, as well as conservative loan-to-value ratios.

        Our specialty lending business represents an attractive growth opportunity in the large-ticket, specialized equipment segment. Collateral for large-ticket loans includes, among other things, information technology, rail, item processing, oil and gas, construction, transportation and medical assets. Fewer competitors are lending to this segment because of capital constraints, coupled with the disruption in the asset-backed securitization market, both of which create lending opportunities for us at higher spreads. Management believes that the depth of our asset-based lending expertise and established infrastructure creates a significant competitive strength.

        In the long term, management believes we also have attractive opportunities in the small-ticket specialized equipment segment, including more lending opportunities through U.S. Small Business Administration loan programs. Collateral for small-ticket loans includes, among other things, trailers, construction, service vehicles, machine tool, plastic injection, telecommunication and manufacturing assets. Management expects reduced competition in this segment, resulting in higher returns. Certain underwriting and collateral depreciation assumptions have become more stringent under these programs, however, which could hamper demand.

        We also see opportunities to develop further or invest in fee-generating businesses that complement our existing commercial loan business, including commercial lines insurance and wealth management.

        Finally, we continue to evaluate asset and deposit acquisition opportunities throughout our current market area as well as in contiguous states.

        Our deposit strategy has focused on cross-selling to our existing borrowing customers, expanding our distribution channels to attract non-borrowing deposit clients, and investing in electronic banking capabilities, including internet and mobile banking. As a result of these initiatives, core deposits increased $181.4 million, or 27.23%, between June 30, 2009 and June 30, 2010, including a $84.5 million increase experienced during the first six months of 2010.

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Recent Developments

    Results of Operations for the Three and Six Months Ended June 30, 2010

        Net income for the three and six months ended June 30, 2010 was $1.5 million ($1.9 million before preferred dividends) and $2.9 million ($3.6 million before preferred dividends), respectively, compared to a net loss of $6.9 million ($6.5 million before preferred dividends) and $9.6 million ($8.8 million before preferred dividends) for the same periods in 2009. Diluted earnings per common share for the three and six months ended June 30, 2010 were $0.26 and $0.50, respectively, compared to a loss of $1.46 and $2.02 for the same periods in 2009. Net interest income of $13.3 million and $26.6 million, respectively, for the three and six months ended June 30, 2010 represented an improvement of 27.7% and 31.1% compared to net interest income of $10.5 million and $20.3 million for the same periods in 2009. As a result of the improvement in net interest income, the net interest margin improved to 4.25% for each of the three and six months ended June 30, 2010 compared to 3.45% and 3.42% for the same periods in 2009. Cost of funds decreased 85 basis points and 98 basis points, respectively, for the three and six months ended June 30, 2010 compared to the same periods in 2009, while the yield on loans increased ten and decreased two basis points, respectively, for the three and six months ended June 30, 2010 compared to the same periods in 2009. These positive changes contributed to the increase of 80 basis points and 83 basis points, respectively, in our net interest margin for the three and six months ended June 30, 2010 compared to the same periods in 2009. This improvement is a direct reflection of our continued focus on driving down our cost of funds and maintaining loan yields.

        Total loans were up 2.2% from December 31, 2009 to $1.2 billion at June 30, 2010, while total assets were essentially flat at $1.4 billion at both dates. This performance reflects our strategy of slowing growth in order to enhance our capital position given the current economic climate.

        Non-interest income was $0.9 million and $1.6 million, respectively, for the three and six months ended June 30, 2010 compared with a non-interest loss of $1.6 million and $1.5 million for the same periods in 2009. Non-interest expense increased to $6.7 million and $13.2 million for the three and six months ended June 30, 2010 compared to $6.4 million and $11.3 million for the same periods in 2009. Of these increases, $0.9 million and $1.5 million, respectively, were attributable to increased loan expense and collection costs, $0.2 million and $0.3 million, respectively, were attributable to increased loan servicing expenses and $0.1 million and $0.3 million, respectively, were attributable to increased data processing fees.

    Asset Quality

        Nonperforming assets increased to $37.8 million at June 30, 2010 compared to $31.2 million at June 30, 2009 and $21.3 million at December 31, 2009. As a result of seasonal factors related to the transportation industry, our nonperforming assets typically increase during the first quarter and subsequently decrease throughout the remainder of the year. Repossessed assets, mainly transportation assets, increased by $3.0 million from December 31, 2009 to $39.9 million at March 31, 2010. By comparison, repossessed assets decreased to $36.3 million at June 30, 2010. The first quarter historically represents the toughest quarter for the transportation-sensitive assets in our portfolio. As a result, we typically extend the holding period of any such repossessed assets beyond the first quarter to enhance the recovery value. In addition to these seasonal factors, the remainder of the increase in nonperforming assets between December 31, 2009 and June 30, 2010 was primarily attributable to four commercial and industrial loans with an aggregate principal amount of $3.5 million outstanding at June 30, 2010, for which we were under-secured in an aggregate amount of $0.9 million at June 30, 2010 and for which we had reserves in an aggregate amount of $0.9 million at June 30, 2010.

        The loan loss provision of $9.1 million for the first six months of 2010 exceeded the net charge-offs of $8.6 million, resulting in a loan loss provision to net charge-off ratio of 105.0%. The allowance for loan losses at June 30, 2010 was $20.3 million, or 1.7% of total loans. The coverage ratio of allowance

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for loan losses to nonperforming loans at December 31, 2009, March 31, 2010 and June 30, 2010 was 103.4%, 57.6% and 59.6%, respectively.

    Capital Ratios and Tangible Common Book Value Per Share

        The Bank continues to exceed the well-capitalized regulatory guidelines under federal regulations applicable to the Bank. At June 30, 2010, total risk-based capital was 10.99% for the Company and 10.95% for the Bank, and Tier 1 capital was 9.73% for the Company and 9.69% for the Bank. Our tangible common book value per share increased to $12.51 at June 30, 2010 from $11.73 at December 31, 2009.

    Supervision and Regulation

        Given the current economic and regulatory environment, banking regulators, including the Federal Reserve Board, the FDIC and the TDFI, have been directing greater scrutiny of banks with high levels of concentrations in certain loan categories. Because of our high concentration in commercial and industrial loans, we are among the banks subject to such greater regulatory scrutiny. While the Bank was categorized as "well capitalized" under existing regulations at June 30, 2009 and has remained "well capitalized" at the end of each quarter since that date, we anticipate that the Bank's regulators will require the Bank to maintain higher capital levels than minimum levels required by existing regulations.

        Following a review of us by the Federal Reserve Bank at its inspection of us as of June 30, 2009, which was updated through December 31, 2009, the Federal Reserve Bank instructed our board of directors to adopt, no later than August 7, 2010, a board resolution whereby we will agree to obtain the written approval of the Federal Reserve Bank prior to:

    •
    incurring additional indebtedness at the parent level, including indebtedness associated with trust preferred securities;

    •
    taking any action that would cause a change in debt instruments relating to indebtedness incurred at the parent level;

    •
    declaring or paying dividends to common or preferred shareholders;

    •
    reducing our capital position by purchasing or redeeming treasury stock; and

    •
    making any distributions of interest, principal or other sums on subordinated debentures or trust preferred securities.

Our board of directors has indicated that it will approve such a resolution prior to the deadline set by the Federal Reserve Bank.

        In addition, following the delivery to us of a Joint Report of Examination from the FDIC and the TDFI in January 2010 in connection with the regularly scheduled examination of the Bank in July 2009, the FDIC, together with the TDFI, has indicated that it is considering an informal enforcement action in the form of a memorandum of understanding.

        In anticipation of our regulators directing us to maintain higher levels of capital, the board of directors of the Bank adopted a series of resolutions putting into place responsive measures to strengthen the Bank's capital position and overall balance sheet. These measures included (i) maintaining certain capital levels exceeding the minimum levels required under current regulations to be "well capitalized," (ii) making provisions to increase our allowance for loan and lease losses and (iii) reducing the level of classified assets.

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        We are conducting this offering, in part, to address the potential higher capital levels that we anticipate will be required by our regulators and anticipate that the net proceeds of this offering will help the Bank to exceed the required capital levels.

    Litigation Update

        On March 17, 2010, the United States Secretary of Labor, or the Secretary, acting through the Regional Administrator for the Occupational Safety and Health Administration, issued a preliminary order to reinstate our former Chief Financial Officer. We appealed the Secretary's preliminary order and the appeal is currently scheduled to be heard by an Administrative Law Judge in August 2010.

        On May 17, 2010, the Secretary filed a complaint in the United States District Court for the Middle District of Tennessee requesting that a temporary restraining order and preliminary injunction be issued to enforce the Secretary's preliminary order. On May 17, 2010, we filed a motion to dismiss the Secretary's complaint on the grounds that the district court lacked the necessary subject matter jurisdiction to enforce the Secretary's preliminary order. On May 19, 2010, the district court issued an order denying our motion to dismiss and issued a temporary restraining order and preliminary injunction instructing us to reinstate our former Chief Financial Officer to his former position, with back pay, restoration of benefits and attorney fees. We appealed the preliminary injunction to the United States Court of Appeals for the Sixth Circuit and filed a motion with the Sixth Circuit to stay the temporary restraining order and preliminary injunction. On May 25, 2010, the Sixth Circuit Court of Appeals granted our motion to stay. As a result, the district court's temporary restraining order and preliminary injunction that reinstated our former Chief Financial Officer is no longer in effect. We deny any liability to our former Chief Financial Officer, any violation of any law and any breach of any contract and intend to contest vigorously all allegations brought by our former Chief Financial Officer in administrative and judicial forums.

    Executive Compensation

        Consistent with past practice, effective June 1, 2010, we granted restricted shares of our common stock having an aggregate grant date fair value of $1.17 million to certain of our officers under our 2007 Equity Plan, for past service. As part of such award, we granted to each "Named Executive Officer," as that term is defined in our definitive proxy statement on Schedule 14A filed with the SEC on April 16, 2010, the number of restricted shares having a grant date fair value as follows:

Named Executive Officer
  Grant Date
Fair Value 		 

Michael R. Sapp

  $ 250,000  

H. Lamar Cox

    200,000  

Frank Perez

    125,000  

Company Information

        Our principal executive offices are located at 381 Mallory Station Road, Suite 207, Franklin, Tennessee 37067, and our telephone number is (615) 599-2274. Information about us can be found on the internet at www.tncommercebank.com . The information on our corporate website is not part of this prospectus.

Risk Factors

        Investing in our common stock involves substantial risk. You should carefully consider the risks described under "Risk Factors" beginning on page 11 of this prospectus, as well as other information contained or incorporated by reference in this prospectus, including our consolidated financial statements and the notes thereto, before making an investment decision.

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THE OFFERING

         The following summary of the offering contains basic information about the offering and the common stock and is not intended to be complete. It does not contain all the information that may be important to you. For a more complete understanding of the common stock, please refer to the section of this prospectus entitled "Description of Capital Stock."

Issuer   Tennessee Commerce Bancorp, Inc.
Common stock offered   5,750,000 shares of common stock, par value $0.50 per share.
Over-allotment option   We have granted the underwriters an option to purchase up to an additional 15% of the offered amount, or 862,500 shares of common stock from us at the public offering price, less the underwriting discounts and commissions, within 30 days of the date of this prospectus in order to cover over-allotments, if any.
Common stock outstanding after this offering   11,398,384 shares of common stock.(1)(2)
Net proceeds   We estimate that the net proceeds from the offering (after deducting the underwriting discounts and commissions and expenses payable by us) will be $21.17 million, or $24.41 million if the underwriters exercise their over-allotment option in full.
Use of proceeds   We currently intend to use the net proceeds of this offering to fund organic growth, to enhance our depository franchise and for general corporate purposes, including to repay indebtedness incurred at the parent level in May 2009 under a loan agreement with an unaffiliated investor, which indebtedness had an outstanding principal balance of $8.75 million, accrues interest at a rate of 5.0% per annum and matures on January 31, 2011.
    In addition, we may contribute a portion of the net proceeds to the capital of the Bank, which would use such amount for general corporate purposes. Nonetheless, management intends to retain and contribute to the Bank, as appropriate, the requisite amount of net proceeds in order to maintain appropriate capital levels for the consolidated company as well as at the Bank.
Market and trading symbol for the common stock   Our common stock is listed and traded on the NASDAQ Global Market under the symbol "TNCC."
Settlement date   Delivery of shares of our common stock will be made against payment therefor, on or about August 11, 2010.
(1)
The number of shares of common stock outstanding immediately after the closing of this offering is based on 5,648,384 shares of common stock outstanding as of June 25, 2010.

(2)
Unless otherwise indicated, the number of shares of common stock presented in this prospectus excludes 862,500 shares issuable pursuant to the exercise of the underwriters' over-allotment option, 1,045,515 shares of common stock issuable under our stock compensation plans and 461,538 shares of common stock issuable upon the exercise of the ten-year warrant issued and sold to the U.S. Department of the Treasury, or Treasury, in connection with our participation in the Capital Purchase Program, or CPP, under the Troubled Asset Relief Program, or TARP.

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SUMMARY SELECTED CONSOLIDATED FINANCIAL INFORMATION

        You should read the summary selected consolidated financial information presented below in conjunction with the "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the notes to those consolidated financial statements appearing in our annual report on Form 10-K for the fiscal year ended December 31, 2009 and our unaudited financial statements for the period ended June 30, 2010 included in our earnings release filed as an exhibit to our current report on Form 8-K on July 27, 2010, which are incorporated by reference in this prospectus.

        The tables below set forth selected consolidated financial data for us at and for each of the years in the five-year period ended December 31, 2009 and at and for the six-month periods ended June 30, 2010 and 2009. Certain of the measures set forth below are not measures recognized under generally accepted accounting principles in the United States, or GAAP. For a discussion of management's reasons for presenting such data and a reconciliation to comparable financial measures calculated in accordance with GAAP, please see "GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures" below.

        The selected consolidated statement of income data for the years ended December 31, 2009, 2008 and 2007, and the selected consolidated statement of financial condition data as of December 31, 2009 and 2008, have been derived from our audited consolidated financial statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2009, which is incorporated by reference in this prospectus. The selected consolidated statement of income data for the years ended December 31, 2006 and 2005 and the selected consolidated statement of financial condition data as of December 31, 2007, 2006 and 2005 have been derived from our audited consolidated financial statements that are not included in this prospectus.

        The selected consolidated financial data at and for the six months ended June 30, 2010 and 2009 have been derived from our unaudited interim consolidated financial statements included in our earnings release filed as an exhibit to our current report on Form 8-K on July 27, 2010 for the period ended June 30, 2010, and are incorporated by reference in this prospectus. Management believes that these unaudited interim consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) that we consider necessary for a fair presentation of our consolidated financial condition and results of operations as of the dates and for the periods indicated. Historical results are not necessarily indicative of future results and the results for the six months ended June 30, 2010 are not necessarily indicative of our expected results for the full year ending December 31, 2010 or any other period.

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  At or for the
Six Months Ended
June 30, 		  At or for the Year Ended December 31,  
 
  2010   2009   2009   2008   2007   2006   2005  
 
  (Dollars in thousands, except per share amounts)
 

Operating Data:

                                           

Total interest income

  $ 41,120   $ 39,363   $ 81,108   $ 75,978   $ 62,206   $ 41,245   $ 23,633  

Total interest expense

    14,528     19,072     36,192     41,027     34,934     21,868     10,006  
                               

Net interest income

    26,592     20,291     44,916     34,951     27,272     19,377     13,627  

Provision for loan losses

    9,050     21,639     31,039     9,111     6,350     4,350     3,700  
                               

Net interest income (loss) after provision for loan losses

    17,542     (1,348 )   13,877     25,840     20,922     15,027     9,927  

Non-interest income:

                                           
 

Investment securities gains

    696     338     1,118     447     26     —     4  
 

Gain (loss) on sale of loans

    530     (989 )   (1,928 )   3,750     2,687     2,025     1,106  
 

Other income (loss)

    355     (883 )   (747 )   97     167     (262 )   201  

Non-interest expense

    (13,220 )   (11,318 )   (21,305 )   (17,608 )   (13,263 )   (9,056 )   (6,246 )
                               

Income (loss) before income taxes

    5,903     (14,200 )   (8,985 )   12,526     10,539     7,734     4,992  

Income tax expense (benefit)

    2,288     (5,435 )   3,407     (4,772 )   (3,643 )   (2,985 )   (1,925 )

Net income (loss)

    3,615     (8,765 )   (5,578 )   7,754     6,896     4,749     3,067  

Preferred dividends

    (750 )   (796 )   (1,546 )   —     —     —     —  

Net income (loss) available to common shareholders

  $ 2,865   $ (9,561 ) $ (7,124 ) $ 7,754   $ 6,896   $ 4,749   $ 3,067  
                               

Per Share Data:

                                           

Net income (loss), basic

  $ 0.51   $ (2.02 ) $ (1.50 ) $ 1.64   $ 1.49   $ 1.24   $ 0.95  

Net income (loss), diluted

  $ 0.50   $ (2.02 ) $ (1.50 ) $ 1.60   $ 1.41   $ 1.14   $ 0.87  

Book value(1)

  $ 17.84   $ 19.17   $ 17.05   $ 21.50   $ 13.36   $ 11.51   $ 8.16  

Tangible common book value(2)

  $ 12.51   $ 12.83   $ 11.73   $ 15.16   $ 13.36   $ 11.51   $ 8.16  

Financial Condition Data:

                                           

Assets

  $ 1,389,528   $ 1,339,539   $ 1,383,432   $ 1,218,084   $ 900,153   $ 623,518   $ 404,040  

Loans, net

    1,176,713     1,128,181     1,151,388     1,023,271     784,001     538,550     344,187  

Securities available for sale

    92,887     107,099     93,668     101,290     73,753     56,943     31,992  

Cash and due from financial institutions

    9,277     15,900     22,864     5,260     5,236     177     6,877  

Federal funds sold

    11,610     5     15,010     35,538     9,573     13,820     12,535  

Premises and equipment, net

    2,482     2,152     1,967     2,330     1,413     1,633     769  

Total deposits

    1,243,456     1,203,681     1,242,542     1,069,143     815,053     560,567     367,705  

Federal funds purchased

    —     —     —     —     2,000     —     —  

Long-term subordinated debt and other borrowings

    26,100     23,198     23,198     23,198     8,248     8,248     8,248  

Other liabilities

    19,190     21,934     21,400     15,100     11,592     3,479     1,657  

Shareholders' equity

    100,782     90,726     96,292     101,747     63,121     51,224     26,430  

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