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                                                                    EXHIBIT 24.1


                               POWER OF ATTORNEY

              KNOW ALL MEN BY THESE PRESENTS, that each undersigned director
       and/or officer of National Commerce Bancorporation (the "Company") whose
       signature appears below constitutes and appoints Lewis E. Holland,
       Charles A. Neale and Steven L. Kaplan and each of them, his true and
       lawful attorneys-in-fact and agents, with full power of substitution and
       resubstitution, for him and in his name, place and stead, in any and all
       capacities:

              1.  To sign, execute and affix his seal to and file with the
       Securities and Exchange Commission (or any other governmental or
       regulatory authority) a Registration Statement on Form S-4 and, if
       necessary, a Registration Statement on Form S-3, and any amendments and
       post-effective amendments thereto (collectively, the "Registration
       Statement"), for the registration under the Securities Act of 1933, as
       amended (the "Act") and Rule 415 thereunder (if applicable), of (i)
       $50,000,000 in aggregate liquidation amount of Floating Rate Capital
       Trust Pass-through Securities ("Capital Securities") of National
       Commerce Capital Trust I (the "Trust"), which will be issued in exchange
       for the Floating Rate Capital Trust Pass-through Securities of the Trust
       issued on March 27, 1997, (ii) the Company's Junior Subordinated
       Debentures (the "Junior Subordinated Debentures"), which will be issued
       in exchange for the Junior Subordinated Debentures issued by the Company
       on March 27, 1997 in connection with the issuance of the Capital
       Securities, and (iii) the Company's Guarantee (the "Guarantee"), which
       will be issued in exchange for the Guarantee issued by the Company on
       March 27, 1997 in connection with the issuance of the Capital
       Securities;

              2.  To take all such other action as any such attorney-in-fact,
       or his substitute, may deem necessary or desirable in order to effect
       and maintain the registration of the Capital Securities, the Junior
       Subordinated Debentures and the Guarantee; and

              3.  To sign for him, in his name and in his capacity as an
       officer or director, or both, of the Company, all such documents and
       instruments as any such attorney-in-fact, or his substitute, may deem
       necessary or advisable in connection with the registration,
       qualification or exemption of the Capital Securities, the Junior
       Subordinated Debentures and the Guarantee under the securities laws of
       any state or other jurisdiction.

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              This power of attorney shall be effective as of the date written
       opposite the signature of each of the undersigned and shall continue in
       full force and effect until revoked by the undersigned in a writing
       filed with the Secretary of the Company.


Signature                Title                      Date
- ---------                -----                      ----
THOMAS M. GARROTT        Chairman of the Board,     June 12, 1997
- -----------------------  President and Chief
Thomas M. Garrott        Executive Officer
                         (Principal Executive
                         Officer)



LEWIS E. HOLLAND         Executive Vice President,  June 12, 1997
- -----------------------  Treasurer and Chief
Lewis E. Holland         Financial Officer
                         (Principal Financial
                         Officer and Principal
                         Accounting Officer)



                         Director                   
- -----------------------
Frank G. Barton, Jr.



R. GRATTAN BROWN JR.     Director                   June 12, 1997
- -----------------------
R. Grattan Brown, Jr.




BRUCE E. CAMPBELL, JR.   Director                   June 12, 1997
- -----------------------
Bruce E. Campbell, Jr.




JOHN D. CANALE, III      Director                   June 12, 1997
- -----------------------
John D. Canale, III

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EDMOND D. CICALA         Director                   June 12, 1997
- -----------------------
Edmond D. Cicala





THOMAS C. FARNSWORTH JR. Director                   June 12, 1997
- -----------------------
Thomas C. Farnsworth, Jr.




                         Director                   
- -----------------------
R. Lee Jenkins




W. NEELY MALLORY, JR.    Director                   June 12, 1997
- -----------------------
W. Neely Mallory, Jr.




JAMES E. MCGEHEE, JR.    Director                   June 12, 1997
- -----------------------
James E. McGehee, Jr.




HARRY J. PHILLIPS, SR.   Director                   June 12, 1997
- -----------------------
Harry J. Phillips, Sr.




RUDI E. SCHEIDT          Director                   June 12, 1997
- -----------------------
Rudi E. Scheidt




SIDNEY A. STEWART, JR.   Director                   June 12, 1997
- -----------------------
Sidney A. Stewart, Jr.




G. MARK THOMPSON         Director                   June 12, 1997
- -----------------------
G. Mark Thompson