LIMITED POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints each of Sheldon M. Fox, John J. Mistretta,
Richard W. Edwards and Naudain L. Machen, signing singly, the
undersigned's true and lawful attorney-in-fact to:

1. execute for and on behalf of the undersigned, in the
undersigned's capacity as any officer and/or director of
National Commerce Financial Corporation (the "Company"),
Forms 3, 4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;
2. do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
and execute any such Form 3, 4, or 5, complete and execute
any amendment or amendments thereto, and timely file such
form with the U. S. Securities and Exchange Commission and
any stock exchange or similar authority; and
3. take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-
fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do
or cause to be done by virtue of this power of attorney and the rights
and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Act of 1934.

This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4, and 5
with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-
in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 16th day of June, 2003.


/s/ SHELDON M. FOX