<PAGE>

                                                                    EXHIBIT 4.10

--------------------------------------------------------------------------------

                              GUARANTEE AGREEMENT




                                    Between


                   NATIONAL COMMERCE FINANCIAL CORPORATION,
                                 as Guarantor,


                                      and


                             THE BANK OF NEW YORK,
                                  as Trustee,


                    dated as of                     , 2001

 -------------------------------------------------------------------------------


<PAGE>

                             CROSS-REFERENCE TABLE*



<TABLE>
<CAPTION>
Section of
Trust Indenture Act                                                           Section of
of 1939, as amended                                                      Guarantee Agreement
-------------------                                                 -----------------------------
<S>                                                                 <C>
310(a)................................................................         4.1(a)
310(b)................................................................         2.8, 4.1(c)
310(c)................................................................         Inapplicable
311(a)................................................................         2.2(b)
311(b)................................................................         2.2(b)
311(c)................................................................         Inapplicable
312(a)................................................................         2.2(a)
312(b)................................................................         2.2(b)
313...................................................................         2.3
314(a)................................................................         2.4
314(b)................................................................         Inapplicable
314(c)................................................................         2.5
314(d)................................................................         Inapplicable
314(e)................................................................         1.1, 2.5, 3.2
314(f)................................................................         2.1, 3.2
315(a)................................................................         3.1(d)
315(b)................................................................         2.7
315(c)................................................................         3.1
315(d)................................................................         3.1(d)
316(a)................................................................         1.1, 2.6, 5.4
316(b)................................................................         5.3
316(c)................................................................         8.2
317(a)................................................................         Inapplicable
317(b)................................................................         Inapplicable
318(a)................................................................         2.1(b)
318(b)................................................................         2.1
318(c)................................................................         2.1(a)
</TABLE>
_____________________________
*    This Cross-Reference Table does not constitute part of the Guarantee
     Agreement and shall not affect the interpretation of any of its terms or
     provisions.
<PAGE>

                              GUARANTEE AGREEMENT

     This GUARANTEE AGREEMENT, dated as of                , 2001, is executed
and delivered by NATIONAL COMMERCE FINANCIAL CORPORATION, a Tennessee
corporation (the "Guarantor") having its principal office at One Commerce
Square, Memphis, Tennessee 38150, and THE BANK OF NEW YORK, a New York banking
corporation, as trustee (the "Guarantee Trustee"), for the benefit of the
Holders (as defined herein) from time to time of the Preferred Securities and
the Common Securities (each as defined herein and together, the "Securities") of
National Commerce Capital Trust II, a Delaware statutory business trust (the
"Issuer").

     WHEREAS, pursuant to the Amended and Restated Trust Agreement, dated as of
, 2001 (the "Trust Agreement"), among the Guarantor, as Depositor, the Property
Trustee and the Delaware Trustee named therein, the Administrative Trustees
named therein and the Holders from time to time of undivided beneficial
interests in the assets of the Issuer, the Issuer is issuing $[          ]
aggregate Liquidation Amount (as defined in the Trust Agreement) of its [     ]%
Preferred Securities, Liquidation Amount $25 per preferred security (the
"Preferred Securities") representing preferred undivided beneficial interests in
the assets of the Issuer and having the terms set forth in the Trust Agreement;

     WHEREAS, the Preferred Securities will be issued by the Issuer and the
proceeds thereof, together with the proceeds from the issuance of the Issuer's
Common Securities (as defined herein), will be used to purchase the Debentures
(as defined in the Trust Agreement) of the Guarantor which will be deposited
with The Bank of New York, as Property Trustee under the Trust Agreement, as
trust assets; and

     WHEREAS, as incentive for the Holders to purchase the Securities the
Guarantor desires irrevocably and unconditionally to agree, to the extent set
forth herein, to pay to the Holders of the Securities the Guarantee Payments (as
defined herein) and to make certain other payments on the terms and conditions
set forth herein.

     NOW, THEREFORE, in consideration of the purchase by each Holder of
Securities, which purchase the Guarantor hereby agrees shall benefit the
Guarantor, the Guarantor executes and delivers this Guarantee Agreement for the
benefit of the Holders from time to time of the Securities.

                           ARTICLE I.   DEFINITIONS

     Section 1.1. Definitions.

     As used in this Guarantee Agreement, the terms set forth below shall,
unless the context otherwise requires, have the following meanings. Capitalized
or otherwise defined terms used but not otherwise defined herein shall have the
meanings assigned to such terms in the Trust Agreement as in effect on the date
hereof.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified
<PAGE>

Person; provided, however, that an Affiliate of the Guarantor shall not be
deemed to be an Affiliate of the Issuer. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

     "Board of Directors" means either the board of directors of the Guarantor
or any committee of that board duly authorized to act hereunder or any directors
or officers of the Guarantor to whom such board of directors or such committee
shall have duly delegated its authority.

     "Common Securities" means the securities representing common undivided
beneficial interests in the assets of the Issuer.

     "Event of Default" means a default by the Guarantor on any of its payment
or other obligations under this Guarantee Agreement; provided, however, that,
except with respect to a default in payment of any Guarantee Payments, the
Guarantor shall have received notice of default and shall not have cured such
default within 90 days after receipt of such notice.

     "Guarantee Payments" means the following payments or distributions, without
duplication, with respect to the Securities, to the extent not paid or made by
or on behalf of the Issuer: (i) any accumulated and unpaid Distributions (as
defined in the Trust Agreement) required to be paid on the Securities, to the
extent the Issuer shall have funds on hand available therefor at such time, (ii)
the Redemption Price with respect to any Securities called for redemption by the
Issuer, to the extent the Issuer shall have funds on hand available therefor at
such time, and (iii) upon a voluntary or involuntary termination, winding up or
liquidation of the Issuer, unless Debentures are distributed to the Holders in
exchange therefor, the lesser of (a) the aggregate of the Liquidation Amount
plus accrued and unpaid Distributions thereon to the date of payment and (b) the
amount of assets of the Issuer remaining available for distribution to Holders
in liquidation of the Issuer after satisfaction of liabilities to creditors of
the Issuer as required by applicable law (in either case, the "Liquidation
Distribution").

     "Guarantee Trustee" means The Bank of New York, until a Successor Guarantee
Trustee has been appointed and has accepted such appointment pursuant to the
terms of this Guarantee Agreement, and thereafter means each such Successor
Guarantee Trustee.

     "Holder" means any holder, as registered on the books and records of the
Issuer, of any Securities; provided, however, that in determining whether the
holders of the requisite percentage of Securities have given any request,
notice, consent or waiver hereunder, "Holder" shall not include the Guarantor,
the Guarantee Trustee, or any Affiliate of the Guarantor or the Guarantee
Trustee.

     "Indenture" means the Junior Subordinated Indenture dated as of          ,
2001, between the Guarantor and The Bank of New York, as trustee.

                                       2
<PAGE>

     "List of Holders" has the meaning specified in Section 2.2(a).

     "Majority in aggregate Liquidation Amount of the Securities" means, except
as provided by the Trust Indenture Act, a vote by the Holder(s), voting
separately as a class, of more than 50% of the aggregate Liquidation Amount of
all then outstanding Securities issued by the Issuer.

     "Officers' Certificate" means, with respect to any Person, a certificate
signed by the Chairman or a Vice Chairman of the Board of Directors of such
Person or the President or a Vice President of such Person, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
such Person, and delivered to the Guarantee Trustee. Any Officers' Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Guarantee Agreement shall include:

     (a) a statement that each officer signing the Officers' Certificate has
read the covenant or condition and the definitions relating thereto;

     (b)  a brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officers'
Certificate;

     (c) a statement that each officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable such officer
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

     (d) a statement as to whether, in the opinion of each officer, such
condition or covenant has been complied with.

     "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "Responsible Officer" means, with respect to the Guarantee Trustee, any
officer within the Corporate Trust Office of the Guarantee Trustee, including
any vice president, any assistant vice president, any assistant treasurer or
other officer of the Corporate Trust Office of the Guarantee Trustee customarily
performing functions similar to those performed by any of the above designated
officers, and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of that officer's
knowledge of and familiarity with the particular subject.

     "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 4.1.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended.

                       ARTICLE II.  TRUST INDENTURE ACT

     Section 2.1. Trust Indenture Act; Application.

     (a) This Guarantee Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Guarantee Agreement and
shall, to the extent applicable, be governed by such provisions.

                                       3
<PAGE>

     (b) If and to the extent that any provision of this Guarantee Agreement
limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

     Section 2.2.  List of Holders.

     (a)  The Guarantor will furnish or cause to be furnished to the Guarantee
Trustee:

          (i) semi-annually, not more than 15 days after January 15 and July 15
     in each year, a list, in such form as the Guarantee Trustee may reasonably
     require, of the names and addresses of the Holders as of such January 1 and
     July 1, and

          (ii) at such other times as the Guarantee Trustee may request in
     writing, within 30 days after the receipt by the Guarantor of any such
     request, a list of similar form and content as of a date not more than 15
     days prior to the time such list is furnished,

     excluding from any such list names and addresses received by the Guarantee
     Trustee in its capacity as Securities Registrar.

     (b)  The Guarantee Trustee shall comply with its obligations under Section
311(a), Section 311(b) and Section 312(b) of the Trust Indenture Act.

     Section 2.3.  Reports by the Guarantee Trustee.

     The Guarantee Trustee shall transmit to Holders such reports concerning the
Guarantee Trustee and its actions under this Guarantee Agreement as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto.  If required by Section 313(a) of the Trust Indenture
Act, the Guarantee Trustee shall, within sixty days after each May 15 following
the date of this Guarantee Agreement deliver to Holders a brief report, dated as
of such May 15, which complies with the provisions of such Section 313(a).


     Section 2.4. Periodic Reports to the Guarantee Trustee.

     The Guarantor shall provide to the Guarantee Trustee, the Securities and
Exchange Commission and the Holders such documents, reports and information, if
any, as required by Section 314 of the Trust Indenture Act and the compliance
certificate required by Section 314 of the Trust Indenture Act, in the form, in
the manner and at the times required by Section 314 of the Trust Indenture Act.
Delivery of such reports, information and documents to the Guarantee Trustee is
for informational purposes only and the Guarantee Trustee's receipt of such
shall not constitute constructive notice of any information contained therein,
including the Guarantor's compliance with any of its covenants hereunder (as to
which the Guarantee Trustee is entitled to rely exclusively on Officers'
Certificates).

                                       4
<PAGE>

     Section 2.5. Evidence of Compliance with Conditions Precedent.

     The Guarantor shall provide to the Guarantee Trustee such evidence of
compliance with such conditions precedent, if any, provided for in this
Guarantee Agreement that relate to any of the matters set forth in Section
314(c) of the Trust Indenture Act. Any certificate or opinion required to be
given by an officer pursuant to Section 314(c)(1) may be given in the form of an
Officers' Certificate.

     Section 2.6. Events of Default; Waiver.

     The Holders of a Majority in aggregate Liquidation Amount of the Securities
may, by vote, on behalf of the Holders, waive any past Event of Default and its
consequences. Upon such waiver, any such Event of Default shall cease to exist,
and any Event of Default arising therefrom shall be deemed to have been cured,
for every purpose of this Guarantee Agreement, but no such waiver shall extend
to any subsequent or other default or Event of Default or impair any right
consequent therefrom.

     Section 2.7. Event of Default; Notice.

     (a) The Guarantee Trustee shall, within 90 days after the occurrence of an
Event of Default, transmit by mail, first class postage prepaid, to the Holders,
notices of all Events of Default actually known to the Guarantee Trustee, unless
such defaults have been cured before the giving of such notice, provided, that,
except in the case of a default in the payment of a Guarantee Payment, the
Guarantee Trustee shall be protected in withholding such notice if and so long
as the Board of Directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Guarantee Trustee in good faith
determines that the withholding of such notice is in the interests of the
Holders.

     (b) The Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless a Responsible Officer of the Guarantee Trustee shall
have received written notice.

     Section 2.8. Conflicting Interests.

     The Trust Agreement shall be deemed to be specifically described in this
Guarantee Agreement for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.

        ARTICLE III. POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

     Section 3.1. Powers and Duties of the Guarantee Trustee.

     (a) This Guarantee Agreement shall be held by the Guarantee Trustee for the
benefit of the Holders, and the Guarantee Trustee shall not transfer this
Guarantee Agreement to any Person except a Holder exercising his or her rights
pursuant to Section 5.4(iv) or to a Successor Guarantee Trustee on acceptance by
such Successor Guarantee Trustee of its

                                       5
<PAGE>

appointment to act as Successor Guarantee Trustee. The right, title and interest
of the Guarantee Trustee shall automatically vest in any Successor Guarantee
Trustee, upon acceptance by such Successor Guarantee Trustee of its appointment
hereunder, and such vesting and cessation of title shall be effective whether or
not conveyancing documents have been executed and delivered pursuant to the
appointment of such Successor Guarantee Trustee.

     (b) If an Event of Default has occurred and is continuing, the Guarantee
Trustee shall enforce this Guarantee Agreement for the benefit of the Holders.

     (c) The Guarantee Trustee, before the occurrence of any Event of Default
and after the curing of all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Guarantee Agreement, and no implied covenants or obligations shall be read into
this Guarantee Agreement against the Guarantee Trustee. In case an Event of
Default has occurred (that has not been cured or waived pursuant to Section
2.6), the Guarantee Trustee shall exercise such of the rights and powers vested
in it by this Guarantee Agreement, and use the same degree of care and skill in
its exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

     (d) No provision of this Guarantee Agreement shall be construed to relieve
the Guarantee Trustee from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:

         (i) prior to the occurrence of any Event of Default and after the
curing or waiving of all such Events of Default that may have occurred:

            (A) the duties and obligations of the Guarantee Trustee shall be
                determined solely by the express provisions of this Guarantee
                Agreement, and the Guarantee Trustee shall not be liable except
                for the performance of such duties and obligations as are
                specifically set forth in this Guarantee Agreement; and

            (B) in the absence of bad faith on the part of the Guarantee
                Trustee, the Guarantee Trustee may conclusively rely, as to the
                truth of the statements and the correctness of the opinions
                expressed therein, upon any certificates or opinions furnished
                to the Guarantee Trustee and conforming to the requirements of
                this Guarantee Agreement; but in the case of any such
                certificates or opinions that by any provision hereof or of the
                Trust Indenture Act are specifically required to be furnished to
                the Guarantee Trustee, the Guarantee Trustee shall be under a
                duty to examine the same to determine whether or not they
                conform to the requirements of this Guarantee Agreement;

                                       6
<PAGE>

            (ii) the Guarantee Trustee shall not be liable for any error of
         judgment made in good faith by a Responsible Officer of the Guarantee
         Trustee, unless it shall be proved that the Guarantee Trustee was
         negligent in ascertaining the pertinent facts upon which such judgment
         was made;

            (iii) the Guarantee Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it in good faith in accordance
         with the direction of the Holders of not less than a Majority in
         aggregate Liquidation Amount of the Securities relating to the time,
         method and place of conducting any proceeding for any remedy available
         to the Guarantee Trustee, or exercising any trust or power conferred
         upon the Guarantee Trustee under this Guarantee Agreement; and

            (iv) no provision of this Guarantee Agreement shall require the
         Guarantee Trustee to expend or risk its own funds or otherwise incur
         personal financial liability in the performance of any of its duties or
         in the exercise of any of its rights or powers, if the Guarantee
         Trustee shall have reasonable grounds for believing that the repayment
         of such funds or liability is not reasonably assured to it under the
         terms of this Guarantee Agreement or adequate indemnity against such
         risk or liability is not reasonably assured to it.

     Section 3.2. Certain Rights of Guarantee Trustee.

         (a)  Subject to the provisions of Section 3.1:

              (i) The Guarantee Trustee may conclusively rely and shall be
         fully protected in acting or refraining from acting upon any
         resolution, certificate, statement, instrument, opinion, report,
         notice, request, direction, consent, order, bond, debenture, note,
         other evidence of indebtedness or other paper or document reasonably
         believed by it to be genuine and to have been signed, sent or presented
         by the proper party or parties.

              (ii) Any direction or act of the Guarantor contemplated by this
         Guarantee Agreement shall be sufficiently evidenced by an Officers'
         Certificate unless otherwise prescribed herein.

              (iii) Whenever, in the administration of this Guarantee Agreement,
         the Guarantee Trustee shall deem it desirable that a matter be proved
         or established before taking, suffering or omitting to take any action
         hereunder, the Guarantee Trustee (unless other evidence is herein
         specifically prescribed) may, in the absence of bad faith on its part,
         request and conclusively rely upon an Officers' Certificate which, upon
         receipt of such request from the Guarantee Trustee, shall be promptly
         delivered by the Guarantor.

               (iv) The Guarantee Trustee may consult with legal counsel of its
         selection, which shall be agreed to by the Guarantor, and the advice or
         opinion of such legal counsel with respect to legal matters shall be
         full and complete

                                       7
<PAGE>

         authorization and protection in respect of any action taken, suffered
         or omitted to be taken by it hereunder in good faith and in accordance
         with such advice or opinion. Such legal counsel may be legal counsel to
         the Guarantor or any of its Affiliates and may be one of its employees.
         The Guarantee Trustee shall have the right at any time to seek
         instructions concerning the administration of this Guarantee Agreement
         from any court of competent jurisdiction.

               (v) The Guarantee Trustee shall be under no obligation to
         exercise any of the rights or powers vested in it by this Guarantee
         Agreement at the request or direction of any Holder, unless such Holder
         shall have provided to the Guarantee Trustee such adequate security and
         indemnity as would satisfy a reasonable person in the position of the
         Guarantee Trustee, against the costs, expenses (including attorneys'
         fees and expenses) and liabilities that might be incurred by it in
         complying with such request or direction, including such reasonable
         advances as may be requested by the Guarantee Trustee; provided that,
         nothing contained in this Section 3.2(a)(v) shall be taken to relieve
         the Guarantee Trustee, upon the occurrence of an Event of Default, of
         its obligation to exercise the rights and powers vested in it by this
         Guarantee Agreement.

               (vi) The Guarantee Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document, but the Guarantee Trustee, in
         its discretion, may make such further inquiry or investigation into
         such facts or matters as it may see fit.

               (vii) The Guarantee Trustee may execute any of the trusts or
         powers hereunder or perform any duties hereunder either directly or by
         or through its agents or attorneys, and the Guarantee Trustee shall not
         be responsible for any misconduct or negligence on the part of any such
         agent or attorney appointed with due care by it hereunder.

               (viii) Whenever in the administration of this Guarantee Agreement
         the Guarantee Trustee shall deem it desirable to receive written
         instructions with respect to enforcing any remedy or right or taking
         any other action hereunder, the Guarantee Trustee (A) may request
         instructions from the Holders, (B) may refrain from enforcing such
         remedy or right or taking such other action until such written
         instructions are received, and (C) shall be protected in conclusively
         relying on or acting in accordance with such written instructions.

                (ix) The Guarantee Trustee shall not be liable for any action
     taken, suffered, or omitted to be taken by it in good faith and reasonably
     believed by it to be authorized or within the discretion or rights or
     powers conferred upon it by this Guarantee Agreement.

                                       8
<PAGE>

     (b) No provision of this Guarantee Agreement shall be deemed to impose any
duty or obligation on the Guarantee Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it in any
jurisdiction in which it shall be illegal, or in which the Guarantee Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Guarantee Trustee
shall be construed to be a duty to act in accordance with such power and
authority.

     Section 3.3. Indemnity.

     The Guarantor agrees to indemnify the Guarantee Trustee for, and to hold it
harmless against, any and all loss, liability or expense including taxes (other
than taxes based upon the income of the Guarantee Trustee) incurred without
negligence or bad faith on the part of the Guarantee Trustee, arising out of or
in connection with the acceptance or administration of this Guarantee Agreement,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder. The provisions of this Section 3.3 shall survive the
termination of this Guarantee Agreement or the resignation or removal of the
Guarantee Trustee.

     Section 3.4 Guarantee Trustee Not Responsible for Recitals

     The recitals contained in this Guarantee Agreement shall be taken as the
statements of the Guarantor, and the Guarantee Trustee does not assume any
responsibility for their correctness. The Guarantee Trustee makes no
representations as to the validity or sufficiency of this Guarantee.

                        ARTICLE IV.  GUARANTEE TRUSTEE

     Section 4.1. Guarantee Trustee: Eligibility.

             (a)  There shall at all times be a Guarantee Trustee which shall:

                  (i)  not be an Affiliate of the Guarantor; and

                  (ii) be a Person that is eligible pursuant to the Trust
             Indenture Act to act as such and has a combined capital and surplus
             of at least $50,000,000, and shall be a corporation meeting the
             requirements of Section 310(a) of the Trust Indenture Act. If such
             corporation publishes reports of condition at least annually,
             pursuant to law or to the requirements of the supervising or
             examining authority, then, for the purposes of this Section and to
             the extent permitted by the Trust Indenture Act, the combined
             capital and surplus of such corporation shall be deemed to be its
             combined capital and surplus as set forth in its most recent report
             of condition so published.

             (b) If at any time the Guarantee Trustee shall cease to be eligible
             to so act under Section 4.1(a), the Guarantee Trustee shall
             immediately resign in the manner and with the effect set out in
             Section 4.2(c).

             (c) If the Guarantee Trustee has or shall acquire any "conflicting
             interest" within the meaning of Section 310(b) of the Trust
             Indenture Act, the Guarantee Trustee and Guarantor shall in all
             respects comply with the provisions of Section 310(b) of the Trust
             Indenture Act.

                                       9
<PAGE>

       Section 4.2. Appointment, Removal and Resignation of the Guarantee
Trustee.

             (a) Subject to Section 4.2(b), the Guarantee Trustee may be
appointed or removed without cause at any time by the Guarantor upon written
notice thereof delivered to the Guarantee Trustee.

             (b) The Guarantee Trustee shall not be removed until a Successor
Guarantee Trustee has been appointed and has accepted such appointment by
written instrument executed by such Successor Guarantee Trustee and delivered to
the Guarantor. If an instrument of acceptance by a Successor Guarantee Trustee
shall not have been delivered to the Guarantee Trustee within 30 days after its
appointment, the Guarantee Trustee being removed may petition any court of
competent jurisdiction for the appointment of a Successor Guarantee Trustee.

             (c) The Guarantee Trustee appointed hereunder shall hold office
until a Successor Guarantee Trustee shall have been appointed and shall have
accepted such appointment or until its removal or resignation. The Guarantee
Trustee may resign from office (without need for prior or subsequent accounting)
by an instrument in writing executed by the Guarantee Trustee and delivered to
the Guarantor, which resignation shall not take effect until a Successor
Guarantee Trustee has been appointed and has accepted such appointment by
instrument in writing executed by such Successor Guarantee Trustee and delivered
to the Guarantor and the resigning Guarantee Trustee.

             (d) If no Successor Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.2 within 60 days after
delivery to the Guarantor of an instrument of resignation, the resigning
Guarantee Trustee may petition, at the expense of the Guarantor, any court of
competent jurisdiction for appointment of a Successor Guarantee Trustee. Such
court may thereupon, after prescribing such notice, if any, as it may deem
proper, appoint a Successor Guarantee Trustee.

                           ARTICLE V.   GUARANTEE

     Section 5.1. Guarantee.

     The Guarantor irrevocably and unconditionally agrees to pay in full to the
Holders the Guarantee Payments (without duplication of amounts theretofore paid
by or on behalf of the Issuer), as and when due, regardless of any defense,
right of set-off or counterclaim which the Issuer may have or assert other than
defense of payment. The Guarantor's obligation to make a Guarantee Payment may
be satisfied by direct payment of the required amounts by the Guarantor to the
Holders or by causing the Issuer to pay such amounts to the Holders.

     Section 5.2. Waiver of Notice and Demand.

     The Guarantor hereby waives notice of acceptance of the Guarantee Agreement
and of any liability to which it applies or may apply, presentment, demand for
payment, any right to require a proceeding first against the Guarantee Trustee,
Issuer or any other Person before

                                       10
<PAGE>

proceeding against the Guarantor, protest, notice of nonpayment, notice of
dishonor, notice of redemption and all other notices and demands.

     Section 5.3. Obligations Not Affected.

     The obligations, covenants, agreements and duties of the Guarantor under
this Guarantee Agreement shall in no way be affected or impaired by reason of
the happening from time to time of any of the following:

     (a) the release or waiver, by operation of law or otherwise, of the
performance or observance by the Issuer of any express or implied agreement,
covenant, term or condition relating to the Securities to be performed or
observed by the Issuer;

     (b) the extension of time for the payment by the Issuer of all or any
portion of the Distributions (other than an extension of time for payment of
Distributions that results from the extension of any interest payment period on
the Debentures as provided in the Indenture), Redemption Price, Liquidation
Distribution or any other sums payable under the terms of the Securities or the
extension of time for the performance of any other obligation under, arising out
of, or in connection with, the Securities;

     (c) any failure, omission, delay or lack of diligence on the part of the
Holders to enforce, assert or exercise any right, privilege, power or remedy
conferred on the Holders pursuant to the terms of the Securities, or any action
on the part of the Issuer granting indulgence or extension of any kind;

     (d) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Issuer or any of the assets of the
Issuer;

     (e) any invalidity of, or defect or deficiency in, the Securities;

     (f) the settlement or compromise of any obligation guaranteed hereby or
hereby incurred; or

     (g) any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a guarantor, it being the intent of
this Section 5.3 that the obligations of the Guarantor hereunder shall be
absolute and unconditional under any and all circumstances.

There shall be no obligation of the Holders to give notice to, or obtain the
consent of, the Guarantor with respect to the happening of any of the foregoing.

     Section 5.4. Rights of Holders.

     The Guarantor expressly acknowledges that: (i) this Guarantee Agreement
will be deposited with the Guarantee Trustee to be held for the benefit of the
Holders; (ii) the Guarantee

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<PAGE>

Trustee has the right to enforce this Guarantee Agreement on behalf of the
Holders; (iii) the Holders of a Majority in aggregate Liquidation Amount of the
Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Guarantee Trustee in respect of this
Guarantee Agreement or exercising any trust or power conferred upon the
Guarantee Trustee under this Guarantee Agreement; and (iv) any Holder may
institute a legal proceeding directly against the Guarantor to enforce its
rights under this Guarantee Agreement, without first instituting a legal
proceeding against the Guarantee Trustee, the Issuer or any other Person.

     Section 5.5. Guarantee of Payment

     This Guarantee Agreement creates a guarantee of payment and not of
collection. This Guarantee Agreement will not be discharged except by payment of
the Guarantee Payments in full (without duplication of amounts theretofore paid
by the Issuer) or upon distribution of Debentures to Holders as provided in the
Trust Agreement.

     Section 5.6. Subrogation.

     The Guarantor shall be subrogated to all (if any) rights of the Holders
against the Issuer in respect of any amounts paid to the Holders by the
Guarantor under this Guarantee Agreement and shall have the right to waive
payment by the Issuer pursuant to Section 5.1; provided, however, that the
Guarantor shall not (except to the extent required by mandatory provisions of
law) be entitled to enforce or exercise any rights which it may acquire by way
of subrogation or any indemnity, reimbursement or other agreement, in all cases
as a result of payment under this Guarantee Agreement, if, at the time of any
such payment, any amounts are due and unpaid under this Guarantee Agreement. If
any amount shall be paid to the Guarantor in violation of the preceding
sentence, the Guarantor agrees to hold such amount in trust for the Holders and
to pay over such amount to the Holders.

     Section 5.7. Independent Obligations.

     The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Issuer with respect to the Securities and that the
Guarantor shall be liable as principal and as debtor hereunder to make Guarantee
Payments pursuant to the terms of this Guarantee Agreement notwithstanding the
occurrence of any event referred to in subsections (a) through (g), inclusive,
of Section 5.3 hereof.

                   ARTICLE VI.  COVENANTS AND SUBORDINATION

     Section 6.1. Subordination.

     The obligations of the Guarantor under this Guarantee Agreement will
constitute unsecured obligations of the Guarantor and will rank subordinate and
junior in right of payment to all present and future Senior Debt (as defined in
the Indenture) of the Guarantor.  By their acceptance thereof, each Holder of
Securities agrees to the foregoing provisions of this

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<PAGE>

Guarantee Agreement and the other terms set forth herein. The obligations of the
Guarantor hereunder do not constitute Senior Debt of the Guarantor.

     If an "Event of Default" (as defined in the Trust Agreement) has occurred
and is continuing, the rights of Holders of the Common Securities to receive
payments under this Guarantee Agreement are subordinated to the rights of
Holders of Preferred Securities to receive Guarantee Payments.


     The obligations of the Guarantor under this Guarantee Agreement shall rank
pari passu with (a) the 1997 Guarantees (as defined in the Indenture), (b) the
---- -----
1997 Debentures (as defined in the Indenture) and (c) any similar guarantee
agreements issued by the Guarantor on behalf of the holders of preferred
securities or capital securities, in each case ranking pari passu with the
                                                       ---- -----
Preferred Securities, issued by the Issuer and with any other security,
guarantee or other obligation that is expressly stated to rank pari passu with
                                                               ---- -----
the obligations of the Guarantor under this Guarantee Agreement.


                           ARTICLE VII. TERMINATION

     Section 7.1. Termination.

     This Guarantee Agreement shall terminate and be of no further force and
effect upon (i) full payment of the Redemption Price of all Securities, (ii) the
distribution of Debentures to the Holders in exchange for all of the Securities
or (iii) full payment of the amounts payable in accordance with the Trust
Agreement upon liquidation of the Issuer. Notwithstanding the foregoing, this
Guarantee Agreement will continue to be effective or will be reinstated, as the
case may be, if at any time any Holder must restore payment of any sums paid
with respect to Securities or this Guarantee Agreement.

                         ARTICLE VIII.  MISCELLANEOUS

     Section 8.1. Successors and Assigns.

     All guarantees and agreements contained in this Guarantee Agreement shall
bind the successors, assigns, receivers, trustees and representatives of the
Guarantor and shall inure to the benefit of the Holders of the Securities then
outstanding. Except in connection with a consolidation, merger or sale involving
the Guarantor that is permitted under Article VIII of the Indenture and pursuant
to which the successor or assignee agrees in writing to perform the Guarantor's
obligations hereunder, the Guarantor shall not assign its obligations hereunder.

     Section 8.2. Amendments.

     Except with respect to any changes which do not adversely affect the rights
of the Holders or the Guarantee Trustee in any material respect (in which case
no consent of the Holders or the Guarantee Trustee, as the case may be, will be
required), this Guarantee

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<PAGE>

Agreement may only be amended with the prior approval of the Holders of not less
than a Majority in aggregate Liquidation Amount of all the outstanding
Securities and of the Guarantee Trustee. The provisions of Article VI of the
Trust Agreement concerning meetings of the Holders shall apply to the giving of
such approval.

     Section 8.3. Notices.

     Any notice, request or other communication required or permitted to be
given hereunder shall be in writing, duly signed by the party giving such
notice, and delivered, telecopied or mailed by first class mail as follows:

       (a) if given to the Guarantor, to the address set forth below or such
other address, facsimile number or to the attention of such other Person as the
Guarantor may give notice to the Holders:

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<PAGE>

          National Commerce Financial Corporation
          One Commerce Square
          Memphis, Tennessee 38150
          Facsimile No.: 901-523-3284
          Attention: Chief Financial Officer

       (b) if given to the Issuer, in care of the Guarantee Trustee, at the
Issuer's (and the Guarantee Trustee's) address set forth below or such other
address as the Guarantee Trustee on behalf of the Issuer may give notice to the
Holders:

          National Commerce Capital Trust II
          c/o National Commerce Financial Corporation
          One Commerce Square
          Memphis, Tennessee 38150
          Facsimile No.: 901-523-3284
          Attention: Chief Financial Officer

       (c) if given to the Guarantee Trustee, at the address set forth below or
such other address as the Guarantee Trustee may give to the Holders:

          The Bank of New York
          101 Barclay Street, Floor 21 West
          New York, New York 10286
          Facsimile No.: 212-896-7298
          Attention: Corporate Trust Administration

       (d) if given to any Holder, at the address set forth on the books and
records of the Issuer.

     All notices hereunder shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid, except that if a notice or other document is refused delivery
or cannot be delivered because of a changed address of which no notice was
given, such notice or other document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

     Section 8.4. Benefit.

     This Guarantee Agreement is solely for the benefit of the Holders and is
not separately transferable from the Securities.

                                       15
<PAGE>

     Section 8.5. Interpretation.

     In this Guarantee Agreement, unless the context otherwise requires:

     (a) capitalized terms used in this Guarantee Agreement but not defined in
the preamble hereto have the respective meanings assigned to them in Section
1.1;

     (b) a term defined anywhere in this Guarantee Agreement has the same
meaning throughout;

     (c) all references to "the Guarantee Agreement" or "this Guarantee
Agreement" are to this Guarantee Agreement as modified, supplemented or amended
from time to time;

     (d) all references in this Guarantee Agreement to Articles and Sections are
to Articles and Sections of this Guarantee Agreement unless otherwise specified;

     (e) a term defined in the Trust Indenture Act has the same meaning when
used in this Guarantee Agreement unless otherwise defined in this Guarantee
Agreement or unless the context otherwise requires;

     (f) a reference to the singular includes the plural and vice versa; and

     (g) the masculine, feminine or neuter genders used herein shall include the
masculine, feminine and neuter genders.

     Section 8.6. Governing Law.

     THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES.

     This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

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<PAGE>

     THIS GUARANTEE AGREEMENT is executed as of the day and year first above
written.

                              NATIONAL COMMERCE FINANCIAL
                              CORPORATION,

                                  By:
                                    __________________________________
                                    Name:
                                    Title:


                              THE BANK OF NEW YORK,
                                 as Guarantee Trustee,

                                  By:
                                    __________________________________
                                    Name:
                                    Title:

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