NATIONAL COMMERCE BANCORPORATION
CHANGE OF CONTROL AGREEMENT
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>12
<FILENAME>0012.txt
<DESCRIPTION>CHANGE OF CONTROL AGREEMENT
<TEXT>

<PAGE>

                                                                   EXHIBIT 10.31

                             EMPLOYMENT AGREEMENT

          AGREEMENT, dated as of the ___ day of ___________, 2000 (this
"Agreement"), by and between National Commerce Bancorporation, a Tennessee
corporation (the "Company"), and Ernest C. Roessler (the "Executive").

          WHEREAS, the Board of Directors of the Company (the "Board"), has
determined that it is in the best interests of the Company and its stockholders
to assure that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined herein).  The Board believes it is imperative to diminish the inevitable
distraction of the Executive by virtue of the personal uncertainties and risks
created by a pending or threatened Change of Control and to encourage the
Executive's full attention and dedication to the Company and in the event of any
threatened or pending Change of Control, and to provide the Executive with
compensation and benefits arrangements upon a Change of Control that ensure that
the compensation and benefits expectations of the Executive will be satisfied
and that are competitive with those of other corporations.  Therefore, in order
to accomplish these objectives, the Board has caused the Company to enter into
this Agreement.

          NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

          Section 1.  Certain Definitions.  (a) "Effective Date" means the first
                      -------------------
date during the Change of Control Period (as defined herein) on which a Change
of Control occurs.  Notwithstanding anything in this Agreement to the contrary,
if a Change of Control occurs and if the Executive's employment with the Company
is terminated prior to the date on which the Change of Control occurs, and if it
is reasonably demonstrated by the Executive that such termination of employment
(1) was at the request of a third party that has taken steps reasonably
calculated to effect a Change of Control or (2) otherwise arose in connection
with or anticipation of a Change of Control, then "Effective Date" means the
date immediately prior to the date of such termination of employment.

          (b) "Change of Control Period" means the period commencing on the date
hereof and ending on the third anniversary of the date hereof; provided,
however, that, commencing on the date one year after the date hereof, and on
each annual anniversary of such date (such date and each annual anniversary
thereof, the "Renewal Date"), unless previously terminated due to a termination
of the Executive's employment prior to the Effective Date and subject to Section
1(a), the Change of Control Period shall be automatically extended so as to
terminate three years from such Renewal Date.

          (c) "Affiliated company" means any company controlled by, controlling
or under common control with the Company.

          (d)  "Change of Control" means:
<PAGE>

          (1) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
either (A) the then-outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (B) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in
the election of directors (the "Outstanding Company Voting Securities");
provided, however, that, for purposes of this Section 1(d), the following
acquisitions shall not constitute a Change of Control:  (i) any acquisition
directly from the Company, (ii) any acquisition by the Company, (iii) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any affiliated company or (iv) any acquisition by
any corporation pursuant to a transaction that complies with Sections
1(d)(3)(A), 1(d)(3)(B) and 1(d)(3)(C).

          (2) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board.

          (3) Consummation of a reorganization, merger, share exchange,
consolidation or sale or other disposition of all or substantially all of the
assets of the Company (a "Business Combination"), in each case, unless,
following such Business Combination, (A) all or substantially all of the
individuals and entities that were the beneficial owners of the Outstanding
Company Common Stock and the Outstanding Company Voting Securities immediately
prior to such Business Combination beneficially own, directly or indirectly,
more than 60% of the then-outstanding shares of common stock and the combined
voting power of the then-outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation that, as a result of such transaction, owns the Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership
immediately prior to such Business Combination of the Outstanding Company Common
Stock and the Outstanding Company Voting Securities, as the case may be, (B) no
Person (excluding any corporation resulting from such Business Combination or
any employee benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then-outstanding shares of common
stock of the corporation resulting from such Business Combination or the
combined voting power of the then-outstanding voting securities of such
corporation, except to the extent that such ownership existed prior to the
Business Combination, and (C) at least a majority of the members of the

                                       2
<PAGE>

board of directors of the corporation resulting from such Business Combination
were members of the Incumbent Board at the time of the execution of the initial
agreement or of the action of the Board providing for such Business Combination;
or

          (4) Approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.

          Section 2.  Employment Period.  The Company hereby agrees to continue
                      -----------------
the Executive in its employ, and the Executive hereby agrees to remain in the
employ of the Company, subject to the terms and conditions of this Agreement,
for the period commencing on the Effective Date and ending on the fifth
anniversary of the Effective Date (the "Employment Period").

          Section 3.  Terms of Employment.  (a)  Position and Duties.  (1)
                      -------------------        -------------------
During the Employment Period, (A) the Executive's position (including status,
offices, titles and reporting requirements), authority, duties and
responsibilities shall be at least commensurate in all material respects with
the most significant of those held, exercised and assigned at any time during
the 120-day period immediately preceding the Effective Date and (B) the
Executive's services shall be performed at the office where the Executive was
employed immediately preceding the Effective Date or at any other location less
than 35 miles from such office.

          (2) During the Employment Period, and excluding any periods of
vacation and sick leave to which the Executive is entitled, the Executive agrees
to devote reasonable attention and time during normal business hours to the
business and affairs of the Company and, to the extent necessary to discharge
the responsibilities assigned to the Executive hereunder, to use the Executive's
reasonable best efforts to perform faithfully and efficiently such
responsibilities.  During the Employment Period, it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate, civic or charitable
boards or committees, (B) deliver lectures, fulfill speaking engagements or
teach at educational institutions and (C) manage personal investments, so long
as such activities do not significantly interfere with the performance of the
Executive's responsibilities as an employee of the Company in accordance with
this Agreement.  It is expressly understood and agreed that, to the extent that
any such activities have been conducted by the Executive prior to the Effective
Date, the continued conduct of such activities (or the conduct of activities
similar in nature and scope thereto) subsequent to the Effective Date shall not
thereafter be deemed to interfere with the performance of the Executive's
responsibilities to the Company.

          (b) Compensation.  (1)  Base Salary.  During the Employment Period,
              ------------        -----------
the Executive shall receive an annual base salary (the "Annual Base Salary"),
which Annual Base Salary shall be paid in 12 equal monthly installments and
shall be at an annual rate at least equal to 12 times the highest monthly base
salary paid or payable, including any base salary that has been earned but
deferred, to the Executive by the Company and the affiliated companies in
respect of the 12-month period immediately preceding the month in which the
Effective Date occurs.  During the Employment Period, the Annual Base Salary
shall be reviewed at least annually, beginning no more than 12 months after the
last salary increase

                                       3
<PAGE>

awarded to the Executive prior to the Effective Date. Any increase in the Annual
Base Salary shall not serve to limit or reduce any other obligation to the
Executive under this Agreement. The Annual Base Salary shall not be reduced
after any such increase and the term "Annual Base Salary" shall refer to the
Annual Base Salary as so increased.

          (2) Annual Bonus.  In addition to the Annual Base Salary, the
              ------------
Executive shall be awarded, for each fiscal year ending during the Employment
Period, an annual bonus (the "Annual Bonus") in cash at least equal to the
Executive's highest bonus under the Company's annual incentive plans, or any
comparable bonus under any predecessor or successor plans, for the last three
full fiscal years prior to the Effective Date (annualized, in the event that the
Executive was not employed by the Company for the whole of such fiscal year)
(the "Recent Annual Bonus").  Each such Annual Bonus shall be paid no later than
the end of the third month of the fiscal year next following the fiscal year for
which the Annual Bonus is awarded, unless the Executive shall elect to defer the
receipt of such Annual Bonus.

          (3) Incentive, Savings and Retirement Plans.  During the Employment
              ---------------------------------------
Period, the Executive shall be entitled to participate in all incentive, savings
and retirement plans, practices, policies, and programs applicable generally to
other peer executives of the Company and the affiliated companies, but in no
event shall such plans, practices, policies and programs provide the Executive
with incentive opportunities (measured with respect to both regular and special
incentive opportunities, to the extent, if any, that such distinction is
applicable), savings opportunities and retirement benefit opportunities, in each
case, less favorable, in the aggregate, than the most favorable of those
provided by the Company and the affiliated companies for the Executive under
such plans, practices, policies and programs as in effect at any time during the
120-day period immediately preceding the Effective Date or, if more favorable to
the Executive, those provided generally at any time after the Effective Date to
other peer executives of the Company and the affiliated companies.

          (4) Welfare Benefit Plans.  During the Employment Period, the
              ---------------------
Executive and/or the Executive's family, as the case may be, shall be eligible
for participation in and shall receive all benefits under welfare benefit plans,
practices, policies and programs provided by the Company and the affiliated
companies (including, without limitation, medical, prescription, dental,
disability, employee life, group life, accidental death and travel accident
insurance plans and programs) to the extent applicable generally to other peer
executives of the Company and the affiliated companies, but in no event shall
such plans, practices, policies and programs provide the Executive with benefits
that are less favorable, in the aggregate, than the most favorable of such
plans, practices, policies and programs in effect for the Executive at any time
during the 120-day period immediately preceding the Effective Date or, if more
favorable to the Executive, those provided generally at any time after the
Effective Date to other peer executives of the Company and the affiliated
companies.  In addition, during the Employment Period, the Company shall
continue to maintain the split-dollar life insurance agreement with the
Executive (the "Split Dollar Agreement") and, together with the Executive,
continue to maintain the related life insurance policy owned by the Executive
(the "Insurance Policy") and collaterally assigned to the Company (the
"Collateral Assignment"), providing coverage on the life of the Executive for
the benefit of the Executive's estate, beneficiaries

                                       4
<PAGE>

designated by him, and/or trusts created by him as originally established and
maintained prior to the date hereof. Any exercise of the Insurance Policy Buy-
Out Option (as defined below) by the Executive shall release the Company from
any further obligation to maintain the Split Dollar Agreement and the Insurance
Policy.

          (5) Expenses.  During the Employment Period, the Executive shall be
              --------
entitled to receive prompt reimbursement for all reasonable expenses incurred by
the Executive in accordance with the most favorable policies, practices and
procedures of the Company and the affiliated companies in effect for the
Executive at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as in effect generally at
any time thereafter with respect to other peer executives of the Company and the
affiliated companies.

          (6) Fringe Benefits.  During the Employment Period, the Executive
              ---------------
shall be entitled to fringe benefits, including, without limitation, tax and
financial planning services, payment of club dues, and, if applicable, use of an
automobile and payment of related expenses, in accordance with the most
favorable plans, practices, programs and policies of the Company and the
affiliated companies in effect for the Executive at any time during the 120-day
period immediately preceding the Effective Date or, if more favorable to the
Executive, as in effect generally at any time thereafter with respect to other
peer executives of the Company and the affiliated companies.

          (7) Office and Support Staff.  During the Employment Period, the
              ------------------------
Executive shall be entitled to an office or offices of a size and with
furnishings and other appointments, and to exclusive personal secretarial and
other assistance, at least equal to the most favorable of the foregoing provided
to the Executive by the Company and the affiliated companies at any time during
the 120-day period immediately preceding the Effective Date or, if more
favorable to the Executive, as provided generally at any time thereafter with
respect to other peer executives of the Company and the affiliated companies.

          (8) Vacation.  During the Employment Period, the Executive shall be
              --------
entitled to paid vacation in accordance with the most favorable plans, policies,
programs and practices of the Company and the affiliated companies as in effect
for the Executive at any time during the 120-day period immediately preceding
the Effective Date or, if more favorable to the Executive, as in effect
generally at any time thereafter with respect to other peer executives of the
Company and the affiliated companies.

          Section 4.  Termination of Employment.  (a)  Death or Disability.  The
                      -------------------------        -------------------
Executive's employment shall terminate automatically if the Executive dies
during the Employment Period.  If the Company determines in good faith that the
Disability (as defined herein) of the Executive has occurred during the
Employment Period (pursuant to the definition of "Disability"), it may give to
the Executive written notice in accordance with Section 11(b) of its intention
to terminate the Executive's employment.  In such event, the Executive's
employment with the Company shall terminate effective on the 30th day after
receipt of such notice by the Executive (the "Disability Effective Date"),
provided that, within the 30 days

                                       5
<PAGE>

after such receipt, the Executive shall not have returned to full-time
performance of the Executive's duties. "Disability" means the absence of the
Executive from the Executive's duties with the Company on a full-time basis for
180 consecutive business days as a result of incapacity due to mental or
physical illness that is determined to be total and permanent by a physician
selected by the Company or its insurers and acceptable to the Executive or the
Executive's legal representative, subject to (1) the Company's obligations and
the Executive's rights under (A) the Americans with Disabilities Act, 42 U.S.C.
Sections 1210 et seq., and (B) the Family and Medical Leave Act, 29 U.S.C.
Sections 2601 et seq. (and the regulations promulgated under the foregoing
Acts), and (2) the exclusion from such 180 business day calculation of any
business days constituting vacation days.

          (b) Cause.  The Company may terminate the Executive's employment
              -----
during the Employment Period for Cause.  "Cause" means:

          (1) the continued and willful failure of the Executive to perform
     substantially the Executive's duties with the Company or any affiliated
     company (other than any such failure resulting from incapacity due to
     physical or mental illness), after a written demand for substantial
     performance is delivered to the Executive by the Board or the Chief
     Executive Officer of the Company that specifically identifies the manner in
     which the Board or the Chief Executive Officer of the Company believes that
     the Executive has not substantially performed the Executive's duties,

          (2) the willful engaging by the Executive in illegal conduct or gross
     misconduct that is materially and demonstrably injurious to the Company, or

          (3) conviction of a felony or the entry of a guilty or nolo contendere
     plea by the Executive with respect thereto.

For purposes of this Section 4(b), no act, or failure to act, on the part of the
Executive shall be considered "willful" unless it is done, or omitted to be
done, by the Executive in bad faith or without reasonable belief that the
Executive's action or omission was in the best interests of the Company.  Any
act, or failure to act, based upon authority given pursuant to a resolution duly
adopted by the Board or upon the instructions of the Chief Executive Officer of
the Company or a senior officer of the Company or based upon the advice of the
Company's internal or external legal counsel for the Company shall be
conclusively presumed to be done, or omitted to be done, by the Executive in
good faith and in the best interests of the Company.  The cessation of
employment of the Executive shall not be deemed to be for Cause unless and until
there shall have been delivered to the Executive a copy of a resolution duly
adopted by the affirmative vote of not less than two-thirds of the entire
membership of the Board at a meeting of the Board called and held for such
purpose (after reasonable notice is provided to the Executive and the Executive
is given an opportunity, together with counsel for the Executive, to be heard
before the Board), finding that, in the good faith opinion of the Board, the
Executive is guilty of the conduct described in Section 4(b)(1) or 4(b)(2), and
specifying the particulars thereof in detail.

                                       6
<PAGE>

          (c) Good Reason.  The Executive's employment may be terminated by the
              -----------
Executive for Good Reason.  "Good Reason" means:

          (1) the assignment to the Executive of any duties inconsistent in any
     respect with the Executive's position (including status, offices, titles
     and reporting requirements), authority, duties or responsibilities as
     contemplated by Section 3(a), or any other action by the Company that
     results in a diminution in such position, authority, duties or
     responsibilities, excluding for this purpose an isolated, insubstantial and
     inadvertent action not taken in bad faith and that is remedied by the
     Company promptly after receipt of notice thereof given by the Executive;

          (2) any failure by the Company to comply with any of the provisions of
     Section 3(b), other than an isolated, insubstantial and inadvertent failure
     not occurring in bad faith and that is remedied by the Company promptly
     after receipt of notice thereof given by the Executive;

          (3) the Company's requiring the Executive to be based at any office or
     location other than as provided in Section 3(a)(1)(B) or the Company's
     requiring the Executive to travel on Company business to a substantially
     greater extent than the average hours per month that the Executive was
     required to travel on Company business during the twelve-month period
     immediately prior to the Effective Date;

          (4) any purported termination by the Company of the Executive's
     employment otherwise than as expressly permitted by this Agreement; or

          (5) any failure by the Company to comply with and satisfy Section
     10(c).

     For purposes of this Section 4(c), any good faith determination of Good
Reason made by the Executive shall be conclusive.   Anything in this Agreement
to the contrary notwithstanding, a termination by the Executive for any reason
during the 30-day period immediately following the first anniversary of the
Effective Date shall be deemed to be a termination for Good Reason for all
purposes of this Agreement.

          (d) Notice of Termination.  Any termination by the Company for Cause,
              ---------------------
or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 11(b).
"Notice of Termination" means a written notice that (1) indicates the specific
termination provision in this Agreement relied upon, (2) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Executive's employment under the
provision so indicated, and (3) if the Date of Termination (as defined herein)
is other than the date of receipt of such notice, specifies the Date of
Termination (which Date of Termination shall be not more than 30 days after the
giving of such notice).  The failure by the Executive or the Company to set
forth in the Notice of Termination any fact or circumstance that contributes to
a showing of Good Reason or Cause shall not waive any right of the Executive or
the Company, respectively, hereunder or preclude the Executive or the Company,
respectively,

                                       7
<PAGE>

from asserting such fact or circumstance in enforcing the Executive's or the
Company's respective rights hereunder.

          (e) Date of Termination.  "Date of Termination" means (1) if the
              -------------------
Executive's employment is terminated by the Company for Cause, or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date specified in the Notice of Termination, as the case may be, (2)
if the Executive's employment is terminated by the Company other than for Cause
or Disability, the Date of Termination shall be the date on which the Company
notifies the Executive of such termination, and (3) if the Executive's
employment is terminated by reason of death or Disability, the Date of
Termination shall be the date of death of the Executive or the Disability
Effective Date, as the case may be.

          Section 5.  Obligations of the Company upon Termination.  (a)  Good
                      -------------------------------------------        ----
Reason; Other Than for Cause, Death or Disability.  If, during the Employment
-------------------------------------------------
Period, the Company terminates the Executive's employment other than for Cause
or Disability or the Executive terminates employment for Good Reason:

          (1) the Company shall pay to the Executive, in a lump sum in cash
     within 30 days after the Date of Termination, the aggregate of the
     following amounts:

               (A) the sum of (i) the Executive's Annual Base Salary through the
          Date of Termination to the extent not theretofore paid, (ii) the
          product of (x) the higher of (I) the Recent Annual Bonus and (II) the
          Annual Bonus paid or payable, including any bonus or portion thereof
          that has been earned but deferred (and annualized for any fiscal year
          consisting of less than 12 full months or during which the Executive
          was employed for less than 12 full months), for the most recently
          completed fiscal year during the Employment Period, if any (such
          higher amount, the "Highest Annual Bonus") and (y) a fraction, the
          numerator of which is the number of days in the current fiscal year
          through the Date of Termination and the denominator of which is 365,
          and (iii) any compensation previously deferred by the Executive
          (together with any accrued interest or earnings thereon) and any
          accrued vacation pay, in each case, to the extent not theretofore paid
          (the sum of the amounts described in subclauses (i), (ii) and (iii),
          the "Accrued Obligations");

               (B) the amount equal to the product of (i) three and (ii) the sum
          of (x) the Executive's Annual Base Salary and (y) the Highest Annual
          Bonus; and

               (C) an amount equal to the excess of (i) the actuarial equivalent
          of the benefit under the Company's qualified defined benefit
          retirement plan (the "Retirement Plan") (utilizing actuarial
          assumptions no less favorable to the Executive than those in effect
          under the Retirement Plan immediately prior to the Effective Date) and
          any excess or supplemental retirement plan in which the Executive
          participates (collectively, the "SERP") that the Executive would
          receive if the Executive's employment continued for the remainder of
          the

                                       8
<PAGE>

          Employment Period, assuming for this purpose that all accrued benefits
          are fully vested and assuming that the Executive's compensation in
          each year during the remainder of the Employment Period is that
          required by Sections 3(b)(1) and 3(b)(2), over (ii) the actuarial
          equivalent of the Executive's actual benefit (paid or payable), if
          any, under the Retirement Plan and the SERP as of the Date of
          Termination;

          (2) for the remainder of the Employment Period, or such longer period
     as may be provided by the terms of the appropriate plan, program, practice
     or policy, the Company shall continue benefits to the Executive and/or the
     Executive's family at least equal to those that would have been provided to
     them in accordance with the plans, programs, practices and policies
     described in Section 3(b)(4) if the Executive's employment had not been
     terminated or, if more favorable to the Executive, as in effect generally
     at any time thereafter with respect to other peer executives of the Company
     and the affiliated companies and their families, provided, however, that,
     if the Executive becomes reemployed with another employer and is eligible
     to receive medical or other welfare benefits under another employer
     provided plan, the medical and other welfare benefits described herein
     shall be secondary to those provided under such other plan during such
     applicable period of eligibility.  For purposes of determining eligibility
     (but not the time of commencement of benefits) of the Executive for retiree
     benefits pursuant to such plans, practices, programs and policies, the
     Executive shall be considered to have remained employed until three years
     after the Date of Termination and to have retired on the last day of such
     period;

          (3) the Company shall, at its sole expense as incurred, provide the
     Executive with outplacement services the scope and provider of which shall
     be selected by the Executive in the Executive's sole discretion;

          (4) any unvested stock options and restricted stock granted on or
     prior to the date hereof shall become immediately vested and exercisable,
     and all options granted on or prior to the date hereof that are vested, but
     unexercised, as of the Date of Termination shall remain exercisable for the
     period during which they would have been exercisable absent the termination
     of the Executive's employment;

          (5) for the remainder of the Employment Period, the Company shall
     maintain the Split Dollar Agreement and continue to pay all premiums due
     under the Split Dollar Agreement and the Insurance Policy; provided,
     however, that upon or at any time prior to the expiration of such three-
     year period, the executive or the then owner of the Insurance Policy may
     terminate the Split Dollar Agreement and the Collateral Assignment
     Agreement by paying to the Company an amount equal to the total amount of
     the premiums advance by the Company (or its predecessor and their
     affiliates) in accordance with the Split Dollar Agreement as of the date of
     termination of the Split Dollar Agreement, minus any withdrawals of cash
     value or loan proceeds received by the Company or its affiliates from the
     cash value of the Insurance Policy and which were made to the Company or
     its affiliates as of the date of the termination

                                       9
<PAGE>

     of the Split Dollar Agreement (such payment may, in the discretion of the
     Executive or other owner of the policy, be made in cash or may be
     accomplished by means of a loan or withdrawal of cash values of the
     Insurance Policy which is authorized by the Executive or such other owner
     of the Insurance Policy) (the "Insurance Policy Buy-Out Option"); and

          (6) to the extent not theretofore paid or provided, the Company shall
     timely pay or provide to the Executive any other amounts or benefits
     required to be paid or provided or that the Executive is eligible to
     receive under any plan, program, policy or practice or contract or
     agreement of the Company and the affiliated companies (such other amounts
     and benefits, the "Other Benefits").

          (b) Death.  If the Executive's employment is terminated by reason of
              -----
the Executive's death during the Employment Period, this Agreement shall
terminate without further obligations to the Executive's legal representatives
under this Agreement, other than for payment of Accrued Obligations and the
timely payment or provision of the Other Benefits.  All stock options granted
prior to the date hereof that vested prior to the Date of Termination shall
remain exercisable for the longer of twelve months and the exercise period in
effect immediately prior to the Date of Termination, and the Executive's rights
to all benefits under all benefit plans that are "non-qualified" plans shall be
100% vested, regardless of the Executive's age and years of service, at the time
of the Executive's death.  The Accrued Obligations shall be paid to the
Executive's estate or beneficiary, as applicable, in a lump sum in cash within
30 days of the Date of Termination.  With respect to the provision of the Other
Benefits, the term "Other Benefits" as utilized in this Section 5(b) shall
include, without limitation, and the Executive's estate and/or beneficiaries
shall be entitled to receive, benefits at least equal to the most favorable
benefits provided by the Company and the affiliated companies to the estates and
beneficiaries of peer executives of the Company and the affiliated companies
under such plans, programs, practices and policies relating to death benefits,
if any, as in effect with respect to other peer executives and their
beneficiaries at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive's estate and/or the
Executive's beneficiaries, as in effect on the date of the Executive's death
with respect to other peer executives of the Company and the affiliated
companies and their beneficiaries, provided that such benefits shall consist of
no less than a payment to the Executive's surviving spouse or to the executor or
administrator of the Executive's estate (if his spouse shall not survive him) of
an amount equal to two times his Annual Base Salary, such death benefit to be
paid in forty-eight (48) equal monthly installments commencing on the first day
of the month following the date of death of the Executive.  Without limiting the
foregoing, for one year after the Executive's death, the Company shall pay any
premium required for any "qualified beneficiary" to continue his or her health
care coverage in accordance with Title I, Part 6 of the Employee Retirement
Income Security Act of 1974, as amended.

          (c) Disability.  If the Executive's employment is terminated by reason
              ----------
of the Executive's Disability during the Employment Period, this Agreement shall
terminate without further obligations to the Executive, other than for payment
of Accrued Obligations and the

                                       10
<PAGE>

timely payment or provision of the Other Benefits. All stock options that are
"incentive stock options" granted prior to the date hereof that vested prior to
the Date of Termination shall remain exercisable for the lesser of twelve months
and the period of exercise in effect immediately prior to the Date of
Termination, and all other stock options granted prior to the date hereof that
vested prior to the Date of Termination shall remain exercisable for the period
of exercise in effect immediately prior to the Date of Termination. The
Executive may exercise his Insurance Buy-Out Option on the Date of Termination.
The Accrued Obligations shall be paid to the Executive in a lump sum in cash
within 30 days of the Date of Termination. With respect to the provision of the
Other Benefits, the term "Other Benefits" as utilized in this Section 5(c) shall
include, and the Executive shall be entitled after the Disability Effective Date
to receive, disability and other benefits at least equal to the most favorable
of those generally provided by the Company and the affiliated companies to
disabled executives and/or their families in accordance with such plans,
programs, practices and policies relating to disability, if any, as in effect
generally with respect to other peer executives and their families at any time
during the 120-day period immediately preceding the Effective Date or, if more
favorable to the Executive and/or the Executive's family, as in effect at any
time thereafter generally with respect to other peer executives of the Company
and the affiliated companies and their families.

          (d) Cause; Other Than for Good Reason.  If the Executive's employment
              ---------------------------------
is terminated for Cause during the Employment Period, this Agreement shall
terminate without further obligations to the Executive other than the obligation
to pay to the Executive (1) the Executive's Annual Base Salary through the Date
of Termination, (2) the amount of any compensation previously deferred by the
Executive, and (3) the Other Benefits, in each case, to the extent theretofore
unpaid.  If the Executive voluntarily terminates employment during the
Employment Period, excluding a termination for Good Reason, this Agreement shall
terminate without further obligations to the Executive, other than for the
Accrued Obligations and the timely payment or provision of the Other Benefits.
In such case, all the Accrued Obligations shall be paid to the Executive in a
lump sum in cash within 30 days of the Date of Termination.

          Section 6.  Non-exclusivity of Rights.  Nothing in this Agreement
                      -------------------------
shall prevent or limit the Executive's continuing or future participation in any
plan, program, policy or practice provided by the Company or the affiliated
companies and for which the Executive may qualify, nor, subject to Section
11(f), shall anything herein limit or otherwise affect such rights as the
Executive may have under any contract or agreement with the Company or the
affiliated companies.  Amounts that are vested benefits or that the Executive is
otherwise entitled to receive under any plan, policy, practice or program of or
any contract or agreement with the Company or the affiliated companies at or
subsequent to the Date of Termination shall be payable in accordance with such
plan, policy, practice or program or contract or agreement, except as explicitly
modified by this Agreement.

          Section 7.  Full Settlement.  The Company's obligation to make the
                      ---------------
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense, or other claim, right

                                       11
<PAGE>

or action that the Company may have against the Executive or others. In no event
shall the Executive be obligated to seek other employment or take any other
action by way of mitigation of the amounts payable to the Executive under any of
the provisions of this Agreement, and such amounts shall not be reduced whether
or not the Executive obtains other employment. The Company agrees to pay as
incurred, to the full extent permitted by law, all legal fees and expenses that
the Executive may reasonably incur as a result of any contest (regardless of the
outcome thereof) by the Company, the Executive or others of the validity or
enforceability of, or liability under, any provision of this Agreement or any
guarantee of performance thereof (including as a result of any contest by the
Executive about the amount of any payment pursuant to this Agreement), plus, in
each case, interest on any delayed payment at the applicable federal rate
provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as
amended (the "Code").

          Section 8.  Certain Additional Payments by the Company.
                      ------------------------------------------

          (a) Anything in this Agreement to the contrary notwithstanding and
except as set forth below, in the event it shall be determined that any payment
or distribution by the Company or the affiliated companies to or for the benefit
of the Executive (whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise but determined without
regard to any additional payments required under this Section 8) (the "Payment")
would be subject to the excise tax imposed by Section 4999 of the Code, or any
interest or penalties are incurred by the Executive with respect to such excise
tax (such excise tax, together with any such interest and penalties,
collectively, the "Excise Tax"), then the Executive shall be entitled to receive
an additional payment (the "Gross-Up Payment") in an amount such that after
payment by the Executive of all taxes (including any interest or penalties
imposed with respect to such taxes), including, without limitation, any income
taxes (and any interest and penalties imposed with respect thereto) and Excise
Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
Notwithstanding the foregoing provisions of this Section 8(a), if it shall be
determined that the Executive is entitled to the Gross-Up Payment, but that the
Payments do not exceed 110% of the greatest amount that could be paid to the
Executive such that the receipt of the Payments would not give rise to any
Excise Tax (the "Reduced Amount"), then no Gross-Up Payment shall be made to the
Executive and the Payments, in the aggregate, shall be reduced to the Reduced
Amount.

          (b) Subject to the provisions of Section 8(c), all determinations
required to be made under this Section 8, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions
to be utilized in arriving at such determination, shall be made by Ernst & Young
LLP or such other certified public accounting firm as may be designated by the
Executive (the "Accounting Firm") that shall provide detailed supporting
calculations both to the Company and the Executive within 15 business days of
the receipt of notice from the Executive that there has been a Payment or such
earlier time as is requested by the Company.  In the event that the Accounting
Firm is serving as accountant or auditor for the individual, entity or group
effecting the Change of Control, the Executive shall appoint another nationally
recognized accounting firm to make the

                                       12
<PAGE>

determinations required hereunder (which accounting firm shall then be referred
to as the Accounting Firm hereunder). All fees and expenses of the Accounting
Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined
pursuant to this Section 8, shall be paid by the Company to the Executive within
five days of the receipt of the Accounting Firm's determination. Any
determination by the Accounting Firm shall be binding upon the Company and the
Executive. As a result of the uncertainty in the application of Section 4999 of
the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that Gross-Up Payments that will not have been made by
the Company should have been made (the "Underpayment"), consistent with the
calculations required to be made hereunder. In the event the Company exhausts
its remedies pursuant to Section 8(c) and the Executive thereafter is required
to make a payment of any Excise Tax, the Accounting Firm shall determine the
amount of the Underpayment that has occurred and any such Underpayment shall be
promptly paid by the Company to or for the benefit of the Executive.

          (c) The Executive shall notify the Company in writing of any claim by
the Internal Revenue Service that, if successful, would require the payment by
the Company of the Gross-Up Payment.  Such notification shall be given as soon
as practicable but no later than 10 business days after the Executive is
informed in writing of such claim and shall apprise the Company of the nature of
such claim and the date on which such claim is requested to be paid.  The
Executive shall not pay such claim prior to the expiration of the 30-day period
following the date on which the Executive gives such notice to the Company (or
such shorter period ending on the date that any payment of taxes with respect to
such claim is due).  If the Company notifies the Executive in writing prior to
the expiration of such period that the Company desires to contest such claim,
the Executive shall:

          (1) give the Company any information reasonably requested by the
     Company relating to such claim,

          (2) take such action in connection with contesting such claim as the
     Company shall reasonably request in writing from time to time, including,
     without limitation, accepting legal representation with respect to such
     claim by an attorney reasonably selected by the Company,

          (3) cooperate with the Company in good faith in order effectively to
     contest such claim, and

          (4) permit the Company to participate in any proceedings relating to
     such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest, and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses.  Without limitation on the foregoing provisions
of this Section 8(c), the Company shall control all proceedings taken in
connection

                                       13
<PAGE>

with such contest, and, at its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the
applicable taxing authority in respect of such claim and may, at its sole
option, either direct the Executive to pay the tax claimed and sue for a refund
or contest the claim in any permissible manner, and the Executive agrees to
prosecute such contest to a determination before any administrative tribunal, in
a court of initial jurisdiction and in one or more appellate courts, as the
Company shall determine; provided, however, that, if the Company directs the
Executive to pay such claim and sue for a refund, the Company shall advance the
amount of such payment to the Executive, on an interest-free basis, and shall
indemnify and hold the Executive harmless, on an after-tax basis, from any
Excise Tax or income tax (including interest or penalties with respect thereto)
imposed with respect to such advance or with respect to any imputed income with
respect to such advance; and provided, further, that any extension of the
statute of limitations relating to payment of taxes for the taxable year of the
Executive with respect to which such contested amount is claimed to be due is
limited solely to such contested amount. Furthermore, the Company's control of
the contest shall be limited to issues with respect to which the Gross-Up
Payment would be payable hereunder, and the Executive shall be entitled to
settle or contest, as the case may be, any other issue raised by the Internal
Revenue Service or any other taxing authority.

          (d) If, after the receipt by the Executive of an amount advanced by
the Company pursuant to Section 8(c), the Executive becomes entitled to receive
any refund with respect to such claim, the Executive shall (subject to the
Company's complying with the requirements of Section 8(c)) promptly pay to the
Company upon receipt of such refund the amount of such refund (together with any
interest paid or credited thereon after taxes applicable thereto).  If, after
the receipt by the Executive of an amount advanced by the Company pursuant to
Section 8(c), a determination is made that the Executive shall not be entitled
to any refund with respect to such claim and the Company does not notify the
Executive in writing of its intent to contest such denial of refund prior to the
expiration of 30 days after such determination, then such advance shall be
forgiven and shall not be required to be repaid and the amount of such advance
shall offset, to the extent thereof, the amount of Gross-Up Payment required to
be paid.

          Section 9.  Confidential Information.  The Executive shall hold in a
                      ------------------------
fiduciary capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or the affiliated
companies, and their respective businesses, which information, knowledge or data
shall have been obtained by the Executive during the Executive's employment by
the Company or the affiliated companies and which information, knowledge or data
shall not be or become public knowledge (other than by acts by the Executive or
representatives of the Executive in violation of this Agreement).  After
termination of the Executive's employment with the Company, the Executive shall
not, without the prior written consent of the Company or as may otherwise be
required by law or legal process, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those persons designated
by the Company.  In no event shall an asserted violation of the provisions of
this Section 9 constitute a basis for deferring or withholding any amounts
otherwise payable to the Executive under this Agreement.

                                       14
<PAGE>

          Section 10. Successors.  (a)  This Agreement is personal to the
                      ----------
Executive, and, without the prior written consent of the Company, shall not be
assignable by the Executive other than by will or the laws of descent and
distribution.  This Agreement shall inure to the benefit of and be enforceable
by the Executive's legal representatives.

          (b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.

          (c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place.  "Company" means the Company as hereinbefore defined and any
successor to its business and/or assets as aforesaid that assumes and agrees to
perform this Agreement by operation of law or otherwise.

          Section 11.    Miscellaneous.  (a)  This Agreement shall be governed
                         -------------
by and construed in accordance with the laws of the State of Tennessee, without
reference to principles of conflict of laws.  The captions of this Agreement are
not part of the provisions hereof and shall have no force or effect.  This
Agreement may not be amended or modified other than by a written agreement
executed by the parties hereto or their respective successors and legal
representatives.

          (b) All notices and other communications hereunder shall be in writing
and shall be given by hand delivery to the other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:

          if to the Executive:




          if to the Company:



               Attention:  General Counsel


or to such other address as either party shall have furnished to the other in
writing in accordance herewith.  Notice and communications shall be effective
when actually received by the addressee.

                                       15
<PAGE>

          (c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement.

          (d) The Company may withhold from any amounts payable under this
Agreement such United States federal, state or local or foreign taxes as shall
be required to be withheld pursuant to any applicable law or regulation.

          (e) The Executive's or the Company's failure to insist upon strict
compliance with any provision of this Agreement or the failure to assert any
right the Executive or the Company may have hereunder, including, without
limitation, the right of the Executive to terminate employment for Good Reason
pursuant to Sections 4(c)(1) through 4(c)(5), shall not be deemed to be a waiver
of such provision or right or any other provision or right of this Agreement.

          (f) The Executive and the Company acknowledge that, subject to Section
1(a), the Executive's employment may be terminated by either the Executive or
the Company at any time prior to the Effective Date, in which case the Executive
shall have no further rights under this Agreement.  From and after the Effective
Date, this Agreement shall supersede any other agreement between the parties
with respect to the subject matter hereof.

                                       16
<PAGE>

          IN WITNESS WHEREOF, the Executive has hereunto set the Executive's
hand and, pursuant to the authorization from the Board, the Company has caused
these presents to be executed in its name on its behalf, all as of the day and
year first above written.




                                   ___________________________________
                                   ERNEST C. ROESSLER


                                   NATIONAL COMMERCE BANCORPORATION



                                   By_________________________________
                                     Name:
                                     Title:

                                       17
</TEXT>
</DOCUMENT>
