NATIONAL COMMERCE BANCORPORATION
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>

<PAGE>

                                                                   EXHIBIT 10.23

                             EMPLOYMENT AGREEMENT
                             --------------------

          AGREEMENT by and between National Commerce Bancorporation, a Tennessee
corporation (the Company"), and Ernest C. Roessler (the "Executive") dated as of
the 17th day of March, 2000.

          WHEREAS, the Board of Directors of the Company (the "Board") has
determined that it is in the best interests of the Company and its shareholders
to assure that the Company will have the continued dedication of the Executive
pending the consummation of the transactions (the "Merger") contemplated between
the Company and CCB Financial Corporation, a North Carolina corporation ("CCB"),
pursuant to the Agreement and Plan of Merger dated as of March 17, 2000 between
the Company and CCB (the "Merger Agreement") and to provide the surviving
corporation after the Merger with continuity of management. 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:

          1.   Effective Date.  The "Effective Date" shall mean the "effective
               --------------
time" of the Merger as defined in the Merger Agreement.

          2.   Employment Period.  Unless the Agreement is sooner terminated in
               ------------------
accordance with its terms, the term of the Executive's employment under this
Agreement shall be for a continually renewing term of five (5) years without any
further action by either the Company or the Executive, it being the intention of
the parties that there shall be continuously a term of five (5) years duration
of the Executive's employment under this Agreement, provided that, upon the
anniversary of the Effective Date immediately following the Executive's 60/th/
birthday, such term shall be for a fixed five-year period that shall not be
renewed and shall terminate on the anniversary of the Effective Date immediately
following the date the Employee becomes age 65 (the "Employment Period").

          3.   Terms of Employment.  (a)  Position and Duties.  (i) (A) During
               -------------------        -------------------
the Employment Period, the Executive shall serve as Chief Executive Officer and
President of the Company, with such authority, duties and responsibilities as
are commensurate with such positions and as may be consistent with such
positions, and (B) the Executive's services shall be performed in Memphis,
Tennessee. During the Employment Period, the Executive shall serve as a member
of the Board.

               (ii)   During the Employment Period, and excluding any periods of
vacation and sick leave to which the Executive is entitled, the Executive agrees
to devote substantially all of his 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


<PAGE>

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.  (i) Special Payment.  Within 30 days after the
               ------------       ---------------
Effective Date, the Company shall make a payment to the Executive equal to the
payment to which the Executive would have been entitled to receive under Section
9(c)(i)(B) of the Employment and Amended and Restated Change of Control
Agreement among CCB, Central Carolina Bank and Trust Company and the Executive,
amended as of August 1, 1999 (the "Prior Agreement"), as if the Executive had
been terminated by the Company other than for "cause" following a "change of
control," immediately following the Effective Date.

               (ii)   Base Salary.  During the Employment Period, the Executive
                      -----------
shall receive an annual base salary ("Annual Base Salary") of at least $650,000.
During the Employment Period, the Annual Base Salary shall be reviewed no more
than 12 months after the last salary increase awarded to the Executive prior to
the Effective Date and thereafter at least annually. Any increase in Annual Base
Salary shall not serve to limit or reduce any other obligation to the Executive
under this Agreement. Annual Base Salary shall not be reduced after any such
increase and the term Annual Base Salary as utilized in this Agreement shall
refer to Annual Base Salary as so increased.

               (iii)  Annual Bonus.  In addition to the Annual Base Salary,
                      ------------
during the Employment Period, the Executive shall be eligible to receive an
annual cash bonus (the "Annual Bonus"), on the same basis as other senior
officers of the Company, including the Chairman of the Company, and in
accordance with the bonus compensation policies and practices established by the
Company from time to time.

               (iv)   Incentive Awards.  On the Effective Date, the Company
                      ----------------
shall grant the Executive 100,000 shares of restricted common stock of the
Company (the "Restricted Stock") and a stock option to acquire 300,000 shares of
the Company's common stock (the "Option"), in each case pursuant to the terms of
the Company's stock incentive plan (the "Stock Plan"). The Option shall have a
ten year term from the date of grant, without regard to the Executive's earlier
termination of employment. The Option shall have an exercise price equal to the
fair market value of the stock subject thereto on the date of grant. The
Restricted Stock and the Option shall vest in three equal installments, on each
of the first, second and third anniversaries of the Effective Date, provided,
that, notwithstanding the foregoing, the Restricted Stock and the Option shall
immediately vest and be exercisable or transferable upon a "change in control"
of the Company (as defined in the Stock Plan) following the Effective Date or
upon the Executive's termination of employment by the Company other than for
Cause, including the Executive's death or Disability, or by the Executive for
Good Reason. The number of shares of the Restricted Stock and the number of
shares of common stock underlying Option and the exercise price thereof shall be
appropriately and proportionately adjusted simultaneously with any changes in
capitalization or any reorganization of the Company, as provided for in the
Stock Plan.

                                      -2-
<PAGE>

               (v)    Other Employee Benefit Plans.  During the Employment
                      ----------------------------
Period, except as otherwise expressly provided herein, the Executive shall be
entitled to participate in all employee benefit, retirement, welfare and other
plans, practices, policies and programs applicable to the other senior officers
of the Company or its affiliated companies on a basis no less favorable than
that provided to the other senior officers of the Company or its affiliated
companies and, provided that, in no event shall such plans, practices, policies
and programs be less favorable in the aggregate than the plans, practices,
policies and programs in which the Executive was eligible to participate
immediately prior to the Effective Date. Effective as of the Effective Date, the
Executive and the Company shall enter into a change of control employment
agreement substantially in the form attached hereto as Exhibit A. As used in
this Agreement, the terms "affiliated companies" and "affiliates" shall include
any company controlled by, controlling or under common control with the Company.

               (vi)   Life Insurance.  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 designated by him, and/or
trusts created by him as originally established and maintained under the Prior
Agreement. 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.

               (vii)  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 Company's policies.

               (viii) Fringe Benefits.  During the Employment Period, the
                      ---------------
Executive shall be entitled to fringe benefits, to the extent applicable to
other senior officers of the Company or its affiliated companies.

               (ix)   Vacation.  During the Employment Period, the Executive
                      --------
shall be entitled to paid vacation in accordance with the plans, policies,
programs and practices of the Company and its affiliated companies as in effect
with respect to other senior officers of the Company or its affiliated
companies.

          4.   Termination of Employment.  (a) Death or Disability.  The
               -------------------------       -------------------
Executive's employment shall terminate automatically upon the Executive's death
during the Employment Period. If the Company determines in good faith that the
Disability of the Executive has occurred during the Employment Period (pursuant
to the definition of Disability set forth below), it may give to the Executive
written notice in accordance with Section 11(b) of this Agreement 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 after such receipt, the Executive
shall not have returned to full-time performance of the Executive's duties. For
purposes of this Agreement, "Disability" shall mean the absence of the Executive
from the Executive's duties with the Company on a full-time basis for 180
consecutive business

                                      -3-
<PAGE>

days as a result of incapacity due to mental or physical illness which 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 (i) 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 (ii) the
exclusion from such 180 business day calculation of any business days
constituting vacation days under Section 3(b)(ix).

          (b)  Cause.  The Company may terminate the Executive's employment
               -----
during the Employment Period for Cause. For purposes of this Agreement, "Cause"
shall mean:

               (i)    the continued and willful failure of the Executive to
perform substantially the Executive's duties with the 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 which specifically identifies the manner in which the Board believes
that the Executive has not substantially performed the Executive's duties, or

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

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

For purposes of this provision, 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 based upon the advice of 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, 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 subparagraph (i) or (ii) above, and specifying the particulars
thereof in detail.

          (c)  Good Reason.  The Executive's employment may be terminated by the
               -----------
Executive for Good Reason. For purposes of this Agreement, "Good Reason" shall
mean in the absence of a written consent of the Executive:

               (i)    the assignment to the Executive of any duties inconsistent
in any material respect with the Executive's position (including status,
offices, titles and reporting requirements), authority, duties or
responsibilities as contemplated by Section 3(a)(i) of this Agreement, or any
other action by the Company which results in a material diminution in such
position, authority, duties or responsibilities, excluding for this purpose an
isolated, insubstantial

                                      -4-
<PAGE>

and inadvertent action not taken in bad faith and which is remedied by the
Company promptly after receipt of notice thereof given by the Executive;

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

               (iii)  the Company's requiring the Executive to be based at an
office or location more than 35 miles from that set forth in Section 3(a)(i)
hereof;

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

               (v)    any failure by the Company to comply with and satisfy
Section 10(c) 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) of
this Agreement. For purposes of this Agreement, a "Notice of Termination" means
a written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) 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 (iii) if the
Date of Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date (which date shall be not more than thirty
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 which
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, from asserting such fact or circumstance in
enforcing the Executive's or the Company's rights hereunder.

          (e)  Date of Termination.  "Date of Termination" means (i) 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 therein within 30 days of such notice, as the case may
be, (ii) 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 (iii) 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.

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

               (i)    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:

                                      -5-
<PAGE>

               (A)    the sum of (1) the Executive's Annual Base Salary through
          the Date of Termination to the extent not theretofore paid, (2) the
          product of (x) the Annual Bonus paid or payable to the Executive in
          respect of the fiscal year ending immediately prior to the Date of
          Termination including any bonus or portion thereof which has been
          earned but deferred (and annualized for any calendar year consisting
          of less than twelve full months or during which the Executive was
          employed for less than twelve full months) (such amount being referred
          to as the "Recent Annual Bonus") and (y) a fraction, the numerator of
          which is the number of days in the current calendar year through the
          Date of Termination, and the denominator of which is 365, and (3) any
          compensation previously deferred by the Executive (together with any
          accrued interest or earnings thereon) to the extent not theretofore
          paid (the sum of the amounts described in clauses (1), (2) and (3)
          shall be hereinafter referred to as the "Accrued Obligations"); and

               (B)    the amount equal to the product of (1) the greater of (x)
          48 months and (y) the number of months and portions thereof from the
          Date of Termination until the expiration of the Employment Period (the
          "Continuation Period"), divided by twelve, and (2) the sum of (x) the
          Executive's Annual Base Salary and (y) the Recent Annual Bonus;

               (ii)   the Option shall become immediately and fully exercisable
and the restrictions on the Restricted Stock shall lapse immediately;

               (iii)  the Option and all options granted 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;

               (iv)   for the duration of the Continuation Period, the Executive
and the Executive's dependents shall continue to be eligible to participate in
the medical, dental and health benefit plans and arrangements applicable to the
Executive immediately prior to the Date of Termination on the same terms and
conditions as in effect for the Executive and the Executive's dependents
immediately prior to the Date of Termination; and

               (v)    for the duration of the Continuation 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 the Continuation 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 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

                                      -6-
<PAGE>

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


               (vi)   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 which the Executive is eligible to
receive under any plan, program, policy or practice or contract or agreement of
the Company and its affiliated companies through the Date of Termination (such
other amounts and benefits shall be hereinafter referred to as 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 Other Benefits. In addition, the Option shall
become immediately and fully exercisable and the restrictions on the Restricted
Stock shall lapse immediately. 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.
Accrued Obligations shall be paid to the Executive's estate or beneficiary, as
applicable, in a lump sum in cash within 15 days of the Date of Termination.
With respect to the provision of Other Benefits, the term Other Benefits as
utilized in this Section 5(b) shall include death benefits as in effect on the
date of the Executive's death with respect to senior officers of the Company,
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 timely payment or provision of
Other Benefits. In addition, the Option shall become immediately and fully
exercisable and the restrictions on the Restricted Stock shall lapse
immediately. 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. Accrued Obligations shall be paid to the
Executive in a lump sum in cash within 15 days of the Date of Termination. With
respect to the provision of Other Benefits, the term Other Benefits as utilized
in this Section 5(c) shall include, and the Executive shall be entitled

                                      -7-
<PAGE>

after the Disability Effective Date to receive, disability and other benefits as
in effect at any time thereafter generally with respect to other senior officers
of the Company.

          (d)  Cause; Other than for Good Reason.  If the Executive's employment
               ---------------------------------
shall be terminated for Cause or the Executive terminates his employment for
other than Good Reason or on account of death or Disability during the
Employment Period, this Agreement shall terminate without further obligations to
the Executive other than the obligation to pay to the Executive (y) the Accrued
Obligations, less the amount determined under Section 5(a)(i)A(2) hereof, and
(z) Other Benefits, in each case to the extent theretofore unpaid.

          6.   Non-exclusivity of Rights.  Except as specifically provided,
               -------------------------
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 any of its 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 any of its affiliated companies. Amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan,
policy, practice or program of or any contract or agreement with the Company or
any of its 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.

          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 or action which 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 which 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").

          8.   Certain Additional Payments by the Company.  (a) Anything in this
               ------------------------------------------
Agreement to the contrary notwithstanding, in the event it shall be determined
that any payment or distribution by the Company 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) (a "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, are hereinafter
collectively referred to as the "Excise Tax"), then the Executive shall be
entitled to receive an additional payment (a "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

                                      -8-
<PAGE>

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.

          (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 reasonably acceptable to the
Company as may be designated by the Executive (the "Accounting Firm") which
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. 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 which will not have been made by the Company should have been
made ("Underpayment"), consistent with the calculations required to be made
hereunder. In the event that 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 ten 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 it 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 it desires to contest such claim, the Executive shall:

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

               (ii)   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,

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

                                      -9-
<PAGE>

               (iv)   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
with such contest and, at its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the 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 further provided 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 a 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 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.

          9.   Confidential Information/Noncompetition.  (a)  The Executive
               ---------------------------------------
recognizes and acknowledges that he has and will have access to confidential
information concerning the Company and its affiliates of a special and unique
value which includes (but is not limited to) the books and records relating to
operation, finance, accounting, loans, investments, personnel and management,
written policies and other printed matter relating particularly to operations
such as customer names and addresses and customer financial information. The
Executive also recognizes that a portion of the Company's business is dependent
upon a large number of trade secrets, including secret formulations, techniques,
methods, processes, data and the like. The

                                     -10-
<PAGE>

Executive acknowledges and agrees that protection of these trade secrets and
confidential information against unauthorized disclosure and use is of critical
importance to the Company, and the Executive therefore agrees that he will not
at any time, either while employed by the Company or afterwards, make any
independent use of, or knowingly disclose to any other person or organization
(except as required by regulatory authority or by a court or as authorized by
the Company) any of the trade secrets or other confidential proprietary
information of the Company or its affiliates, whether patentable or not.

          (b)  The Executive recognizes that in the highly competitive business
in which the Company is engaged, personal contact is of primary importance in
securing new customers and in retaining the accounts and goodwill of present
customers and protecting the business of the Company. The Executive, therefore,
agrees that at all times while employed by the Company and for a period of two
(2) years after the termination of his employment, the Executive will not, for
himself or on behalf of any person, corporation, association or other entity
other than the Company: (i) engage in the commercial banking business within any
county in any state in which the Company or any of its affiliates either
maintains an office or is engaged in the commercial banking business that
produced in excess of 5% of the net income after tax of the Company on a
consolidated basis for the twelve months prior to the date of termination of
employment; or (ii) directly or indirectly solicit or attempt to solicit
business from any customer of the Company or any of its affiliates existing on
the date of termination of employment.

          (c)  If the provisions of this Section 9 are violated or threatened to
be violated, in whole or in part, the Company shall be entitled, upon
application to any court of proper jurisdiction, to a temporary restraining
order or preliminary injunction (without the necessity of posting any bond with
respect thereto) to restrain and enjoin the Executive from such violation
without prejudice to any other remedies the Company may have at law or in
equity. Further, in the event that the provisions of this Section 9 should ever
be deemed to exceed the time geographic, temporal or occupational limitations
permitted by the applicable laws, the Executive and the Company agree that such
provisions shall be and are hereby reformed to the maximum time, geographic,
temporal or occupational limitations permitted by the applicable laws. The
provisions of this Section 9 shall survive the termination of the Executive's
employment or expiration or the termination of this Agreement.

          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 otherwise 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. As used in this Agreement, "Company" shall mean the Company as

                                     -11-
<PAGE>

hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, or otherwise.

          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 otherwise 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:
          -------------------

          At the most recent address on file
          for the Executive at the Company.

          If to the Company:
          -----------------

          National Commerce Bancorporation
          One Commerce Square
          Memphis, Tennessee 38150
          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.

          (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 Federal, state, 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 Section 4(c)(i)-(v) of this Agreement, shall not be deemed to be a
waiver of such provision or right or any other provision or right of this
Agreement.

          (f)  From and after the Effective Date, this Agreement shall supersede
any other employment, severance or change of control agreement (other than the
agreement substantially in the form attached hereto as Exhibit A) between the
parties, whether written or oral, with respect to the subject matter hereof;
provided, however, that, notwithstanding anything

                                     -12-
<PAGE>

contained herein to the contrary, the provisions of Section 9(c)(v) of the Prior
Agreement shall remain in full force and effect until immediately following the
Effective Date.

          (g)  This Agreement may be executed in counterparts, which together
shall constitute one and the same original.

                                     -13-
<PAGE>

          IN WITNESS WHEREOF, the Executive has hereunto set the Executive's
hand and, pursuant to the authorization from its Board of Directors, 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:
                                        Title:

                                     -14-
</TEXT>
</DOCUMENT>
