<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                  FORM 10-Q/A

       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2000


                          Commission file number 0-6094
                                                 ------

                        NATIONAL COMMERCE BANCORPORATION
                        --------------------------------
             (Exact name of registrant as specified in its charter)

          Tennessee                                              62-0784645
          ---------                                              ----------
(State or other jurisdiction                                  (I.R.S. Employer
of incorporation or organization)                            Identification No.)


         One Commerce Square
         Memphis, Tennessee                                             38150
         -------------------                                            -----
(Address of principal executive offices)                              (Zip Code)


        Registrant's telephone number including area code - (901)523-3434


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                Yes   x     No
                                     ---        ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

     Common Stock, $2 par value -- 205,397,217 shares as of November 1, 2000

<PAGE>

PART I.  FINANCIAL INFORMATION
------------------------------
Item 1.  Financial Statements
         --------------------

                        NATIONAL COMMERCE BANCORPORATION
                           Consolidated Balance Sheets
                        --------------------------------
                                 (In Thousands)

                                                      Sept 30         Dec. 31
                                                       2000            1999
                                                   ------------    ------------
                                                   (unaudited)
           ASSETS
           ------
Cash and cash equivalents:
     Interest-bearing deposits with other banks    $     65,170    $     86,071
     Cash and non-interest bearing deposits             412,286         482,050
        Federal funds sold and securities
         purchased under agreements to resell           128,410          61,058
                                                   ------------    ------------
         Total cash and cash equivalents                605,866         629,179
                                                   ------------    ------------
Securities:
       Available-for-sale                             2,406,954       2,179,366
       Held-to-maturity                               1,954,143       1,837,122
                                                   ------------    ------------
         Total securities                             4,361,097       4,016,488
                                                   ------------    ------------
Trading account securities                               41,879          30,294
Loans, net of unearned discounts                     10,903,330      10,049,649
       Less allowance for loan losses                   143,510         139,821
                                                   ------------    ------------
         Net loans                                   10,759,820       9,909,828
                                                   ------------    ------------
Premises and equipment, net                             170,532         164,913
Broker/dealer customer receivables                       17,591          25,047
Other assets                                            509,384         359,700
                                                   ------------    ------------
       Total assets                                $ 16,466,169    $ 15,135,449
                                                   ============    ============

     LIABILITIES AND STOCKHOLDERS' EQUITY
     ------------------------------------
Liabilities:
Deposits:
      Non-interest bearing deposits                $  1,384,555    $  1,291,715
    Interest-bearing deposits                        10,345,945      10,030,690
                                                   ------------    ------------
      Total deposits                                 11,730,500      11,322,405
Short-term borrowings                                 1,299,652       1,112,708
Accounts payable and accrued liabilities                280,156         192,751
Federal Home Loan Bank advances                       1,794,375       1,128,823
Long-term debt                                           39,357          39,357
                                                   ------------    ------------
        Total liabilities                            15,144,040      13,796,044
                                                   ------------    ------------
Capital trust pass-through securities                    49,918          49,909
Stockholders' equity:
Common stock                                            410,373         413,415
Additional paid-in capital                               87,824         142,432
Retained earnings                                       779,752         751,320
Accumulated other comprehensive loss                     (5,738)        (17,671)
                                                   ------------    ------------
        Total stockholders' equity                    1,272,211       1,289,496
                                                   ------------    ------------
        Total liabilities and
          stockholders' equity                     $ 16,466,169    $ 15,135,449
                                                   ============    ============

See notes to consolidated financial statements.

                                        1
<PAGE>

                        NATIONAL COMMERCE BANCORPORATION
                        Consolidated Statements of Income
                       ----------------------------------
                                   (Unaudited)
                      (In Thousands, Except per Share Data)

<TABLE>
<CAPTION>
                                                           For the three months      For the nine months
                                                              ended Sept 30            ended Sept 30
                                                          ----------------------    ---------------------
                                                            2000         1999         2000        1999
                                                          ---------    ---------    ---------   ---------
<S>                                                       <C>          <C>          <C>         <C>
Interest income:
Loans                                                     $ 240,363    $ 199,905    $ 688,548   $ 583,628
Securities:
   Taxable                                                   69,195       61,795      201,486     176,569
   Non-taxable                                                4,430        4,257       12,981      12,841
Trading account securities                                      656          532        1,652       1,813
Deposits at bank                                                882          824        3,220       2,439
Other                                                         2,130        2,311        4,958       8,419
                                                          ---------    ---------    ---------   ---------
   Total interest income                                    317,656      269,624      912,845     785,709
                                                          ---------    ---------    ---------   ---------
Interest expense:
Deposits                                                    127,984      100,103      359,018     289,285
Federal Home Loan Bank advances                              24,352       14,476       65,675      40,258
Long-term debt                                                  650          651        1,947       1,949
Federal funds purchased and securities
  sold under agreements to repurchase
  and other short-term borrowings                            20,843        9,930       54,820      29,858
                                                          ---------    ---------    ---------   ---------
   Total interest expense                                   173,829      125,160      481,460     361,350
                                                          ---------    ---------    ---------   ---------
   Net interest income                                      143,827      144,464      431,385     424,359
Provision for loan losses                                     5,098        7,665       15,576      21,682
                                                          ---------    ---------    ---------   ---------
   Net interest income after
   provision for loan losses                                138,729      136,799      415,809     402,677
                                                          ---------    ---------    ---------   ---------
Other income:
Trust service income                                          6,251        5,045       17,673      15,631
Service charges on deposits                                  25,755       21,313       72,856      60,943
Other service charges and fees                                8,695        6,395       23,803      19,741
Broker/dealer revenue                                         9,024        7,028       24,512      23,523
Securities gains (losses)                                       (33)        (125)       1,391      (1,712)
Other                                                        22,059       11,429       49,574      42,997
Gain on sale of credit card receivables                           0            0            0      32,837
                                                          ---------    ---------    ---------   ---------
   Total other income                                        71,751       51,085      189,809     193,960
                                                          ---------    ---------    ---------   ---------
Other expenses:
Salaries and employee benefits                               53,890       53,878      163,665     161,363
Occupancy expense                                             9,579        8,133       26,174      23,363
Furniture and equipment expense                               6,672        6,584       19,739      24,182
Other                                                        53,847       30,859      127,170      91,368
Conversion/merger expenses                                   86,205            0       92,252           0
                                                          ---------    ---------    ---------   ---------
   Total other expenses                                     210,193       99,454      429,000     300,276
                                                          ---------    ---------    ---------   ---------
Income before income taxes                                      287       88,430      176,618     296,361
Income taxes                                                 10,412       28,915       67,553     100,941
                                                          ---------    ---------    ---------   ---------
Net income                                                ($ 10,125)   $  59,515    $ 109,065   $ 195,420
                                                          =========    =========    =========   =========
Basic net income (loss) per share of common stock             ($.05)        $.29         $.53        $.95
Diluted net income (loss) per share of common stock           ($.05)        $.28         $.53        $.94
Dividends per share of common stock                            $.13         $.10         $.35        $.30
</TABLE>

See notes to consolidated financial statements.

                                        2
<PAGE>

                        NATIONAL COMMERCE BANCORPORATION
                      Consolidated Statements of Cash Flows
                      -------------------------------------
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                 For the Nine Months
                                                                    Ended Sept 30
                                                              --------------------------
                                                                 2000            1999
                                                              -----------    -----------
                                                                     (In Thousands)
<S>                                                           <C>            <C>
Operating activities:
     Net income                                               $   109,065    $   195,420
     Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
       Provision for loan losses                                   15,576         21,682
       Provision for depreciation and amortization                 14,197         22,441
       Amortization of security premiums and accretion                194            240
         of discounts, net
       (Increase) decrease in loans held for sale                 (19,739)       (71,747)
       (Increase) decrease in trading account securities          (11,585)        44,014
       Realized securities (gains) losses                          (1,391)         1,712
       Net (gain) loss on sale of credit card receivables               0        (32,837)
       (Increase) decrease in other assets                        (87,091)       (69,014)
       Increase (decrease) in other liabilities                    98,294         49,813
                                                              -----------    -----------
Net cash provided by (used in) operating activities               117,520        161,724
                                                              -----------    -----------
Investing activities:
       Proceeds from the maturities of securities                 137,821        676,967
       Proceeds from sales of securities                        1,403,904        384,217
       Purchases of securities                                 (1,865,275)    (1,347,173)
       Net (increase) decrease in loans                          (849,407)      (946,958)
       Purchase of premises and equipment                         (14,647)       (27,921)
       Proceeds from sale of mortgage loans held for sale               0        419,330
       Purchase of bank owned life insurance                      (70,000)             0
                                                              -----------    -----------
Net cash provided by (used in) investing activities            (1,257,604)      (841,538)
                                                              -----------    -----------
Financing activities:
     Net increase (decrease) in deposits                          408,095        267,401
     Net increase (decrease) in federal funds purchased and
       securities sold under agreements to repurchase             186,944       (116,774)
     Repayments of long-term debt                                       9             (6)
     Increase (decrease) in Federal Home Loan Bank advances       665,552        253,797
     Proceeds from exercise of stock options                        4,904          4,001
     Issuance of common stock                                       6,050         81,309
     Repurchases of common stock                                  (82,626)       (65,383)
     Cash dividends paid                                          (72,157)       (60,588)
                                                              -----------    -----------
Net cash provided by (used in) financing activities             1,116,771        363,757
                                                              -----------    -----------
Increase (decrease) in cash and cash equivalents                  (23,313)      (316,057)
Cash and cash equivalents at beginning of period                  629,179        926,261
                                                              -----------    -----------
Cash and cash equivalents at end of period                    $   605,866    $   610,204
                                                              ===========    ===========
</TABLE>

See notes to consolidated financial statements.

                                        3
<PAGE>

                        NATIONAL COMMERCE BANCORPORATION
                        --------------------------------
                   Notes to Consolidated Financial Statements
                   ------------------------------------------
                               September 30, 2000
                               ------------------
                                   (Unaudited)
                                    ---------

Note A - Basis of Presentation
------------------------------

         The consolidated balance sheet at December 31, 1999 has been derived
         from the audited financial statements at that date. The accompanying
         unaudited interim consolidated financial statements reflect all
         adjustments (consisting only of normally recurring accruals) which are,
         in the opinion of management, necessary for a fair statement of the
         results for the interim periods presented. The statements should be
         read in conjunction with the summary of accounting policies and notes
         to consolidated financial statements included in the Registrant's
         annual report for the year ended December 31, 1999. Certain information
         and footnote disclosures normally included in financial statements
         prepared in accordance with generally accepted accounting principles
         have been omitted in accordance with the rules of the Securities and
         Exchange Commission. During third quarter, 1999, the Company acquired
         First Financial Corporation of Mt. Juliet, Tennessee, and
         Nashville-based Southeastern Mortgage of Tennessee. During second
         quarter, 2000, the Company acquired Piedmont Bancorp, Inc. of
         Hillsborough, North Carolina. On July 5, 2000 the Company merged with
         CCB Financial Corporation in a merger of equals transaction. Each of
         the foregoing transactions which were accounted for using the
         pooling-of-interest method, are incorporated into reported results.
         For comparative purposes, all prior-year results are restated to
         include these acquisitions. The Company also acquired FMT Holdings,
         Inc. on July 27, 2000, which was accounted for as an immaterial
         pooling.

Note B - Mergers and Merger Related Costs
-----------------------------------------

         Net interest income, non-interest revenue and net income as previously
         reported individually by National Commerce Bancorporation (NCBC) and
         CCB Financial Corporation (CCBF) and for the combined company for the
         three and nine month periods ended September 30, 2000, and reflected
         below:
<TABLE>
<CAPTION>
                                          3 months ended           Nine months ended
                                            September 30                September 30
                                          --------------           -----------------
                                        2000        1999           2000         1999
                                        ----        ----           ----         ----
<S>                                     <C>      <C>           <C>          <C>
         Net interest income:
            NCBC                    $143,827     $ 61,719      $265,958     $177,031
            CCBF(1)                        0       82,745       165,427      247,328
                                    --------     --------      --------     --------
            Combined                $143,827     $144,646      $431,385     $424,359
                                    ========     ========      ========     ========
         Non-interest income:
            NCBC                    $ 71,751     $ 22,536      $122,319     $ 67,982
            CCBF(1)                        0       28,549        67,490      125,978
                                    --------     --------      --------     --------
            Combined                $ 71,751     $ 51,085      $189,809     $193,960
                                    ========     ========      ========     ========
         Net-income (loss):
            NCBC                    $(10,125)    $ 27,970      $ 44,085     $ 78,038
            CCBF(1)                        0       31,545        64,980      117,382
                                    --------     --------      --------     --------
            Combined                $(10,125)    $ 59,515      $109,065     $195,420
                                    ========     ========      ========     ========
</TABLE>
(1) The 2000 amounts reflect the results of operations from January 1, 2000
through June 30, 2000. The results from July 1, 2000 to September 30, 2000 are
included in the NCBC amounts.

NCBC expects to incur approximately $110 million total pretax merger expenses in
connection with the CCBF merger, of which $86.2 million was incurred during the
third quarter, 2000. In addition, the Company incurred $6.0 pretax
merger-related expenses in connection with the acquisition of the former
Piedmont Bancorp. of Hillsborough, NC and the consolidation of American Federal
Bank, FSB, a South Carolina banking subsidiary, into Central Carolina Bank and
Trust Company. The components of the cost are shown below:

<TABLE>
<CAPTION>
                                                      3 months ended        9 months ended
                                                      Sept. 30, 2000        Sept. 30, 2000
                                                      --------------        --------------
                                                                  (In Thousands)
<S>                                                    <C>                   <C>
Merger & integration costs:
  Severance costs                                        $ 5,359               $ 6,430
  Employee retention costs                                   294                   594
  Restricted stock acceleration                              925                 1,469
  Change-in-control related costs                         41,734                43,241
  Other costs accrued                                      3,734                 3,734
                                                         -------               -------
  Total personnel-related                                 52,046                55,468

  Investment banking and other transaction costs          15,510                16,023
  Occupancy & equipment writedowns                             -                   600
  Systems and operations conversions                       8,291                 9,612
  Securities losses fron balance sheet restructuring      10,358                10,358
                                                         -------               -------
    Total merger and integration costs                    86,205                92,061
                                                         -------               -------
Other merger-related charges:
  Other merger-related charges                                 -                   191
                                                         -------               -------
   Total other merger-related charges                          0                   191
                                                         -------               -------
   Total merger-related charges                          $86,205               $92,252
                                                         =======               =======

Accrued restructuring charges:
Balance at beginning of period                                 -                     -
Provision charged to operating expense                   $86,205               $92,252
Cash outlays                                             (72,671)              (78,118)
Non-cash writedowns                                       (4,059)               (4,659)
                                                         -------               -------
Balance at end of period                                 $ 9,475               $ 9,475
                                                         =======               =======
</TABLE>

Severance and personnel related costs include severance payments under the
Company's change in control severance plan, employee relocations expenses,
retention bonuses, accelerating vesting of long-term incentive compensation and
change in control payments under employee agreements with certain officers.

The Company has identified cost savings in connection with the CCB Financial
Corporation merger of $6 million for the year 2000, $45 million for the year
2000 and $50 million for the year 2002. As discussed in the second paragraph of
Managment's Discussion and Analysis, actual cost savings may differ from the
amounts identified.

Note C - Segment Information
----------------------------

         Before the merger of equals transaction with CCB Financial Corporation,
         former management segregated business into three segments: commercial
         banking, retail banking and other financial services. Following the
         merger, management has redefined the business and considers itself to
         operate two principal lines: traditional banking and financial
         enterprises.

         The traditional banking segment includes sales and distribution of
         financial products and services to individuals. These products and
         services include loan products such as residential mortgages, home
         equity lending, automobile and other personal financing needs.
         Traditional banking also offers various deposit products that are
         designed for customers' saving and transaction needs.

         The traditional banking segment also includes lending and related
         financial services provided to large and medium-sized corporations.
         Included among these services are several specialty services such as
         real estate finance, asset based lending and residential construction
         lending. Traditional banking also includes management of the investment
         portfolio and non-deposit based funding.

         The Financial Enterprises segment includes trust services and
         investment management, transaction processing, in-store
         consulting/licensing and institutional broker/dealer activities.

         The accounting policies of the individual segments are the same as
         those of the Company described in Note A. Transactions between business
         segments are conducted at fair value and are eliminated for reporting
         consolidated financial position and results of operations. There are no
         significant intersegment revenues. Interest income for tax-exempt loans
         and securities is adjusted to a taxable equivalent basis.

         The following tables (in thousands of dollars) present condensed income
         statements on a fully taxable equivalent basis and average assets for
         each reportable segment.

                                        4
<PAGE>

         Quarter Ended September 30, 2000:

<TABLE>
<CAPTION>
                                                   Traditional          Financial
                                                       Banking        Enterprises              Total
                                                   -----------        -----------              -----
         <S>                                       <C>                <C>                    <C>
         Net interest income                       $   148,795           $  2,731        $   151,526
         Provision for loan losses                      (5,098)                 0             (5,098)
                                                    ----------           --------        -----------
         Net interest income after provision           143,697              2,731            146,428
         Non-interest income                            42,709             29,042             71,751
         Non-interest expense                         (189,389)           (20,804)          (210,193)
                                                   -----------           --------        -----------
         Net income before taxes                        (2,983)            10,969              7,986
         Income taxes (loss)                           (13,822)            (4,289)           (18,111)
                                                   -----------           --------        -----------
         Net income (loss)                         $   (16,805)          $  6,680        $   (10,125)
                                                   ===========           ========        ===========
         Average assets                            $15,733,285           $424,270        $16,157,555


         Quarter Ended September 30, 1999:
                                                   Traditional          Financial
                                                       Banking        Enterprises              Total
                                                   -----------        -----------        -----------
         Net interest income                       $   150,358           $  1,865        $   152,223
         Provision for loan losses                      (7,665)                 0             (7,665)
                                                   -----------           --------        -----------
         Net interest income after provision           142,693              1,865            144,558
         Non-interest income                            35,585             15,500             51,085
         Non-interest expense                          (89,196)           (10,258)           (99,454)
                                                   -----------           --------        -----------
         Net income before taxes                        89,082              7,107             96,189
         Income taxes                                  (33,889)            (2,785)           (36,674)
                                                   -----------           --------        -----------
         Net income                                $    55,193           $  4,322        $    59,515
                                                   ===========           ========        ===========
         Average assets                            $14,216,993           $345,848        $14,562,841



         Nine Months Ended September 30, 2000:
                                                   Traditional          Financial
                                                       Banking        Enterprises              Total
                                                   -----------        -----------        -----------
         Net interest income                       $   448,334           $  7,349        $   455,683
         Provision for loan losses                     (15,576)                 0            (15,576)
                                                   -----------           --------        -----------
         Net interest income after provision           432,758              7,349            440,107
         Non-interest income                           124,718             65,091            189,809
         Non-interest expense                         (383,565)           (45,435)          (429,000)
                                                   -----------           --------        -----------
         Net income before taxes                       173,911             27,005            200,916
         Income taxes                                  (81,297)           (10,554)           (91,851)
                                                   -----------           --------        -----------
         Net income                                $    92,614           $ 16,451        $   109,065
                                                   ===========           ========        ===========
         Average assets                            $15,509,913           $368,771        $15,878,684



         Nine Months Ended September 30, 1999:
                                                   Traditional          Financial
                                                       Banking        Enterprises              Total
                                                   -----------        -----------        -----------
         Net interest income                       $   441,914           $  4,994        $   446,908
         Provision for loan losses                     (21,682)                 0            (21,682)
                                                   -----------           --------        -----------
         Net interest income after provision           420,232              4,994            425,676
         Non-interest income                           144,927             49,033            193,960
         Non-interest expense                         (268,467)            (31,809)         (300,276)
</TABLE>

                                        5
<PAGE>

<TABLE>
<CAPTION>
<S>                                                <C>                <C>                <C>
                                                   -----------           --------        -----------
         Net income before taxes                       296,692             22,218            318,910
         Income taxes                                 (114,804)            (8,686)          (123,490)
                                                   -----------           --------        -----------
         Net income                                $   181,888           $ 13,532        $   195,420
                                                   ===========           ========        ===========
         Average assets                            $13,891,062           $312,018        $14,203,080
</TABLE>


Note D - Earnings Per Share
---------------------------

         The following table sets forth the computation of basic and diluted
         earnings per share:

<TABLE>
<CAPTION>
                                                     Three Months Ended           Nine Months Ended
                                                       September 30                 September 30
                                                    -------------------          ------------------
         In Thousands, Except Per Share Data        2000           1999          2000          1999
                                                    ----           ----          ----          ----
         <S>                                        <C>             <C>          <C>           <C>
         Numerator:
         Net income (loss)                        $(10,125)      $ 59,515      $109,065      $195,420
                                                  ========       ========      ========      ========
         Denominator:
         Denominator for basic earnings per
           share - weighted average shares         205,466        206,832       205,419       205,633

         Dilutive potential common shares -
           Employee stock options                    1,864          2,975         1,974         3,077
                                                  --------       --------      --------      --------
         Denominator for diluted earnings per
           share - adjusted weighted average
           and assumed conversions                 207,330        209,807       207,393       208,710
                                                  ========       ========      ========      ========

         Basic earnings (loss) per share          $   (.05)      $    .29      $    .53      $    .95
         Diluted earnings (loss) per share        $   (.05)      $    .28      $    .53      $    .94
</TABLE>

Note E - Comprehensive Income
-----------------------------

         During the third quarter of 2000 and 1999, total comprehensive income
         amounted to $7,109,000 and $54,557,000 respectively. The year-to-date
         total comprehensive income for 2000 and 1999 was $120,996,000 and
         $175,060,000 respectively.

                                        6
<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
         -----------------------------------------------------------------------

The purpose of this discussion is to focus on important factors affecting the
Company's financial condition and results of operations. Reference should be
made to the consolidated financial statements (including the notes thereto) set
forth in this report for an understanding of the following discussion and
analysis. In this discussion, net interest income and net interest margin are
presented on a fully taxable equivalent basis. During third quarter, 1999, the
Company acquired First Financial Corporation of Mt. Juliet, Tennessee, and
Nashville-based Southeastern Mortgage of Tennessee. During second quarter, 2000,
the Company acquired Piedmont Bancorp, Inc. of Hillsborough, North Carolina. On
July 5, 2000 the Company merged with CCB Financial Corporation in a merger of
equals transaction. Each of the foregoing transactions which were accounted for
using the pooling-of-interests method, are incorporated into reported results.
For comparative purposes, all prior-year results are restated to include these
acquisitions. The Company also acquired PMT Holdings, Inc. on July 27, 2000,
which was accounted for as an immaterial pooling.

         The Private Securities Litigation Reform Act of 1995 (the "Act")
provides a safe harbor for forward-looking statements made by or on behalf of
the Company. All statements in this Quarterly Report on Form 10-Q that are not
historical facts or that express expectations or projections with respect to
future matters are "forward-looking statements" for the purpose of the safe
harbor provided by the Act. The Company cautions readers that such
"forward-looking statements," including, without limitation, those relating to
future business initiatives and prospects, revenues, working capital, liquidity,
capital needs, and interest costs and income, wherever they occur in this
document or in other statements attributable to the Company, are necessarily
estimates reflecting the best judgment of the Company's senior management. Such
statements involve a number of risks and uncertainties that could cause actual
results to differ materially from those suggested by the "forward-looking
statements." Such "forward-looking statements" should, therefore be considered
in light of various important factors, including those set forth in this
document. Important factors currently known to management that could cause
actual results to differ materially from those in forward-looking statements
include significant fluctuations in interest rates, inflation, economic
recession, significant changes in the federal and state legal and regulatory
environment, significant underperformance in the Company's portfolio of
outstanding loans, difficulty in integrating the operations of the Company and
CCB Financial Corporation, lower than expected cost savings and failure to
achieve anticipated synergies following the Company's merger with CCB Financial
Corporation, competition in the Company's markets from both financial and
non-financial institutions, including institutions moving into the Company's
markets for the first time through mergers and acquisitions. Other factors set
forth from time to time in the Company's reports and registration statements
filed with the Securities and Exchange Commission should also be considered. The
Company undertakes no obligation to update or revise forward-looking statements
to reflect changed assumptions, the occurrence of unanticipated events or
changes to future operating results over time.

Financial Condition
-------------------

         Following is a comparison of the September 30, 2000 and December 31,
1999 consolidated balance sheets.

         In the asset section, total loans, net of unearned discounts, increased
by $854 million or 8.5% compared to December 31, 1999 levels. Commercial loans
decreased by $154 million or 11.1%, real estate construction loans increased by
$389 million or 27.1%, real estate mortgage loans increased by $658 million or
12.8% reflecting current demand. Consumer loans decreased $71 million or 3.5%,
primarily due to the termination of an automobile loan referral program from
State Farm insurance agents.

         Securities increased by $344 million or 8.6% from year-end 1999.
Securities held to maturity increased by $117 million or 6.4%, and securities
available for sale increased by $228 million or 10.4%, reflecting current
portfolio investment strategies, and current market conditions.

                                        7
<PAGE>

         Federal funds sold and securities purchased under agreements to resell
increased by $67 million or 110.3% from December 31, 1999 levels, reflecting
levels of activity of correspondent banks at September 30, 2000.

         Trading account securities increased by $12 million or 38.2% from
year-end 1999 levels. This increase reflects the trading activity generated by
NBC Capital Markets Group, Inc., the Company's broker/dealer subsidiary, which
fluctuates from time to time.

         Broker/dealer customer receivables decreased $7 million or 29.8%.

         In the liability section, total deposits increased by $408 million or
3.6%, principally as a result of a $301 million or 16.6% increase in
certificates of deposit greater than $100,000, a $136 million or 3.7% increase
in certificates of deposit less than $100,000 and a $92 million or 7.2% increase
in non-interest- bearing deposits. This increase was partially offset by a $46
million or 1.5% decrease in money market savings accounts, and a $71 million or
4.7% decrease in money market checking accounts.

         Federal funds purchased and securities sold under agreements to
repurchase increased $187 million or 16.8% from year-end 1999 levels. This
category of liabilities fluctuates with the availability of overnight funds
purchased from downstream correspondent banks.

         Federal Home Loan Bank advances increased $665 million or 59.0% from
December 31, 1999. This increase is principally the result of asset/liability
management decisions related to funding loan growth in the current interest rate
environment.

Results of Operations
---------------------

Three Months Ended September 30, 2000, Compared to Three Months Ended
September 30, 1999
--------------------------------------------------------------------------------

         Net loss was $10,125,000 for the third quarter of 2000 compared to
$59,515,000 net income for the same period a year earlier. Diluted earnings
(loss) per share were ($.05), compared to $.28 per share in 1999. Basic earnings
(loss) per share were ($.05), compared to $.29 per share in 1999. During the
quarter, the Company incurred non-recurring expenses of $86.2 million in
connection with the CCB Financial Corporation merger. The after-tax cost of
$68.8 million amounted to $.33 per diluted share.

         Net income, before non-recurring expenses, was $66,317,000, an 11.4%
increase over the $59,515,000 reported for the third quarter of 1999. Diluted
earnings per share before non-recurring expenses was $.32 compared to $.28 in
third quarter of 1999. Basic earnings per share were $.32 compared to $.29 for
third quarter 1999.

         Net interest income, the difference between interest earned on loans
and investments and interest paid on interest-bearing liabilities, decreased by
$637,000 or .5% for the third quarter of 2000, compared to third quarter 1999.
This decrease reflects a $47,972,000 or 17.3% increase in total interest income
that was offset by a $48,669,000 or 38.9% increase in interest expense. Interest
income increased in 2000 due to an increase of $1,462,000,000 or 10.6% in total
average earning assets, and an increase in the yield on average earning assets
from 8.08% in the third quarter of 1999 to 8.49% in the third quarter of 2000.
The increased volume of earning assets increased interest income by
approximately $29,463,000 while the increased yield increased interest income by
approximately $18,509,000. Interest expense increased in the third quarter of
2000, reflecting an increase in average interest-bearing liabilities of
$1,545,000,000 or 13.2% and an increase in the cost of interest-bearing
liabilities from 4.29% to 5.22%. The increase in the rate paid on interest-
bearing liabilities increased interest expense by approximately $32,133,000 and
the increase in average outstandings increased interest expense by approximately
$16,536,000. The net interest margin (taxable equivalent net interest income as
a percentage of average earning assets) was 3.96% in third quarter 2000,
compared to 4.39% in third quarter of 1999.

                                        8
<PAGE>

         The provision for loan losses in the third quarter of 2000 was
$5,098,000, versus $7,665,000 for the third quarter of 1999. Net charge-offs
were $4,748,000, or .18% of average net loans, compared to $3,619,000 or .15% of
average net loans in 1999. The allowance for loan losses totaled $143,510,000 at
September 30, 2000, representing 1.32% of quarter-end net loans, compared to
$143,160,000 or 1.36% of quarter-end net loans at June 30, 2000 and $135,248,000
or 1.41% of quarter-end net loans at September 30, 1999.

         Following is a comparison of non-earning assets and loans past due 90
days or more for the quarters ended September 30, 2000, June 30, 2000, and
September 30, 1999 (dollars in thousands):

                                      9-30-00      6-30-00       9-30-99
                                      -------      -------       -------

Non-accrual loans                     $26,432      $28,292       $22,165
Renegotiated loans                      2,235        2,237           714
Other real estate                       4,366        5,062         3,166
                                      -------      -------       -------
Total non-earning assets              $33,033      $35,591       $26,045
                                      =======      =======       =======
Percentage of total loans                .31%         .34%          .28%
Loans past due 90 days or more         $7,949       $7,025        $6,989
Percentage of total loans                .07%         .07%          .07%


         Non-interest income, excluding securities transactions, totaled
$71,784,000 for the quarter, an increase of $20,574,000, or 40.2%, from last
year's third quarter. Securities losses totaled $33,000 in third quarter, 2000,
compared to a loss of $125,000 in third quarter 1999. Non-interest expenses
(excluding the provision for loan losses) increased by $98,415,000 or 99.0% in
third quarter, 2000. Non-recurring expenses related to the CCB Financial
Corporation merger were $86.2 million. The Company also had $7.2 million in
expense from FMT Holding, Inc., which was acquired during the third quarter,
2000.

         The Company's return on average assets and return on average equity
were 1.63% and 20.26% respectively, for third quarter of 2000 before non-
recurring expenses. These compared with 1999 third quarter returns of 1.62% and
18.78%, respectively.


Nine Months Ended September 30, 2000, Compared to Nine Months Ended
September 30, 1999
--------------------------------------------------------------------------------

         Net income was $109,065,000 for the first nine months of 2000 a 44.2%
decrease over the $195,420,000 income for the same period a year earlier.
Diluted earnings per share were $.53, compared to $.94 per share in 1999, down
43.6%. Basic earnings per share were $.53, compared to $.95 per share in 1999,
down 44.2%.

         In addition to the expenses related to the CCB merger, the Company had
non- recurring expenses of $.02 per diluted share in connection with the
acquisition of the former Piedmont Bancorp. of Hillsborough, North Carolina and
the consolidation of American Federal Bank, FSB, a South Carolina banking
subsidiary, into Central Carolina Bank and Trust Company. During the second
quarter of 1999, the Company reported a non-recurring gain of $.10 per diluted
share on the sale of consumer credit card receivables.

         Net income, before non-recurring items, was $193,984,000, a 10.5%
increase over the $175,485,000 reported for the same period of 1999. Diluted
earnings per share before non-recurring items was $.94 compared to $.84 in 1999.
Basic earnings per share were $.94 compared to $.85 in 1999. For the nine-month
period, return on average assets and return on average stockholders' equity were
1.63% and 19.89% respectively before non-recurring items. These compared with
1999 nine month returns of 1.65% and 19.72% before non-recurring items.

         Net interest income increased by $8,775,000 or 2.0% for the first nine
months of 2000. This increase reflects a $128,885,000 or 15.9% increase in total
interest income that more than offsets a $120,110,000 or 33.2% increase in
interest expense. Interest income increased in 2000 due to an increase of
$1,552,000,000 or 11.6% in total average earning assets and an increase in the
yield on average earning assets

                                        9
<PAGE>

from 8.06% in 1999 to 8.38% in 2000. The increased volume of earning assets
increased interest income by approximately $95,539,000, and the increased yield
increased interest income by approximately $35,346,000. Interest expense
increased in the first nine months of 2000 reflecting an increase in average
interest-bearing liabilities of $1,550,000,000 or 13.5%, with the cost of
interest-bearing liabilities increasing from 4.23% to 4.96% in 2000. The
increase in average outstandings increased interest expense by approximately
$24,179,000 and the increased rate increased interest expense by approximately
$95,931,000. The net interest margin was 4.07% in the first nine months of 2000,
compared to 4.45% in the first nine months of 1999.

         The provision for loan losses for the first nine months of 2000 was
$15,576,000, versus $21,682,000 for the first nine months of 1999. Net
charge-offs were $11,087,000, or .15% of average net loans compared to
$13,530,000, or .19% of average net loans in 1999.

         Non-interest income, excluding securities transactions, totaled
$188,418,000 for the first nine months of 2000 compared to a total of
$195,672,000 for the first nine months of 1999, a decrease of 3.7%. Included in
1999 is a $32,837,000 pre-tax gain from the sale of consumer credit card
receivables. Included in 2000 is $8.0 million pretax income from FMT Holdings,
Inc., which was acquired during third quarter 2000. Adjusting for these
items, non-interest income increased 10.77% over 1999. Securities gains totaled
$1,391,000 in 2000, compared to a loss of $1,712,000 in 1999.

         Non-interest expenses (excluding the provision for loan losses)
increased by $108,718,000 or 36.2% for the first nine months of 2000. Excluding
the non-recurring items already mentioned and $7.2 million in expense from FMT
Holdings, Inc., which was acquired during third quarter 2000, non interest
expense increased $9,313,000 or 3.1% for the first nine months of 2000.
Increased employment and occupancy expenses relating to new products and
locations, and increased promotional expenses of new loan and deposit gathering
campaigns were the primary reasons for the increase.

Liquidity and Capital Resources
-------------------------------

         Interest-bearing bank balances, federal funds sold, trading account
securities, and securities available for sale are the principal sources of
short- term asset liquidity. Other sources of short-term liquidity include
federal funds purchased and repurchase agreements, credit lines with other
banks, and borrowings from the Federal Reserve Bank and the Federal Home Loan
Bank. Maturing loans and securities are the principal sources of long-term asset
liquidity.

         Total stockholders' equity decreased by $17,285,000 from December 31,
1999. Common stock and additional paid-in capital accounted for the majority of
the decrease. Through September 30, 2000, 9.8 million shares had been
repurchased and cancelled under a stock repurchase program initiated in January,
1996, extended in December, 1997 and December, 1999.

         The following capital ratios do not include the effect of FAS No. 115
or FAS No. 133 on Tier I capital, total capital, or total risk-weighted assets.

         As indicated in the following table, the Company and its banking
subsidiaries exceeded all minimum required capital ratios for well-capitalized
institutions at September 30, 2000.

                                                9-30-00   6-30-00   9-30-99
                                                -------   -------   -------

Total capital to risk-weighted assets            12.06%    13.87%    13.84%
Tier I capital to risk-weighted assets           10.69%    12.62%    12.32%
Tier I capital to assets (leverage ratio)         7.93%     8.45%     8.80%



Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
         ----------------------------------------------------------

         Market risk reflects the risk of economic loss resulting from adverse
changes in market price and interest rates. This risk of loss can be reflected
in diminished current market values and/or reduced potential net interest income
in future periods.

         After the merger of equals transaction with the former CCB Financial
Corporation, NCBC's market risk continues to result primarily from interest
rate risk inherent in its lending and deposit-taking activities. The structure
of NCBC's loan and deposit portfolios is such that a significant rise or decline
in interest rates may adversely impact net market values and net interest
income. Responsibility for monitoring interest rate risk rests with the
asset/liability committee (ALCO), comprised of senior management. ALCO regularly
reviews NCBC's interest rate risk position and adopts balance sheet strategies
that are intended to optimize net interest income while maintaining market risk
within a set of Board-approved guidelines. NCBC is not subject to currency
exchange risk nor commodity price risk.





                                      10
<PAGE>

PART II.  OTHER INFORMATION
---------------------------

Item 6.  Exhibits and Reports on Form 8-K
         ---------------------------------
          a.   Exhibits
               27.  Financial Data Schedule
          b.   Reports on Form 8-K






                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                          NATIONAL COMMERCE BANCORPORATION
                                          (Registrant)


                                          /s/  Mark A. Wendel
                                          -------------------------------------
                                               Mark A. Wendel
                                          Senior Vice President and Chief
                                          Accounting Officer
                                          (Authorized Officer)
                                          (Chief Accounting Officer)
Date April 4, 2001
     -------------

                                       11