FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

               FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT
                                   AGREEMENT

     This First Amendment to Amended and Restated Employment Agreement ("First
Amendment"), dated as of the 18th day of February 2002 is made and entered into
by and between National Commerce Financial Corporation, a Tennessee Corporation
(the "Company") and Xxxxxx X. Xxxxxxx ("Employee").

                                    RECITALS:

     WHEREAS, the Company and the Employee entered into an Amended and Restated
Employment Agreement dated as of the 1st day of November 2001 (the "Employment
Agreement"); and

     WHEREAS, the Employment Agreement contained a Section 3(F) that provides
for a lump sum payment and other benefits in the event of a change in control on
or before July 5, 2003; and

     WHEREAS, Employee has elected to waive all rights under Section 3(F) of the
Employment Agreement.

     NOW, THEREFORE, for valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:

     1. Section 3(F) of the Employment Agreement is hereby deleted in its
entirety effective as of the date first above written.

     2. Except as expressly modified hereby, the terms and provisions of the
Employment Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be duly executed and delivered as of the date first above written.




                                                ------------------------------
                                                Xxxxxx X. Xxxxxxx
                                                0000 Xxxxx Xxxxxxxx Xxxxx
                                                Xxxxxxx, Xxxxxxxxx 00000

                                                NATIONAL COMMERCE
                                                FINANCIAL CORPORATION


                                                By:
                                                    --------------------------
                                                W. Xxxxx Xxxxxxx, Xx., Chairman
                                                Compensation Committee
                                                The Xxxxxxx Group, Inc.
                                                0000 Xxxxxxx Xx.
                                                Xxxxxxx, Xxxxxxxxx 00000