<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 June 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                                        38150
                                                                     -----
          Memphis, Tennessee                                       (Zip Code)
          ------------------
(Address of principal executive offices)


       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 -- 111,059,797 shares as of August 1, 2000
<PAGE>

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

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

<TABLE>
<CAPTION>
                                                      June 30      Dec. 31
                                                         2000         1999
                                                   ----------   ----------
                                                   (unaudited)
<S>                                                <C>          <C>
           ASSETS
           ------
Cash and cash equivalents:
     Interest-bearing deposits with other banks    $    7,483   $   21,156
     Cash and non-interest bearing deposits           244,182      179,082
     Federal funds sold and securities
      purchased under agreements to resell             34,550       61,058
                                                   ----------   ----------
      Total cash and cash equivalents                 286,215      261,296
                                                   ----------   ----------
Securities:
    Available-for-sale                                656,163      553,928
    Held-to-maturity                                1,927,137    1,759,383
                                                   ----------   ----------
      Total securities                              2,583,300    2,313,311
                                                   ----------   ----------
Trading account securities                             37,660       30,294
Loans, net of unearned discounts                    4,266,056    3,985,789
    Less allowance for loan losses                     62,061       59,597
                                                   ----------   ----------
      Net loans                                     4,203,995    3,926,192
                                                   ----------   ----------
Premises and equipment, net                            51,163       47,830
Goodwill & core deposit intangibles                   143,575      122,512
Broker/dealer customer receivables                     26,274       25,047
Other assets                                          186,925      187,304
                                                   ----------   ----------
    Total assets                                   $7,519,107   $6,913,786
                                                   ==========   ==========

     LIABILITIES AND STOCKHOLDERS' EQUITY
     ------------------------------------
Liabilities:
Deposits:
   Non-interest bearing deposits                   $  508,652   $  454,146
   Interest-bearing deposits                        4,232,383    4,041,754
                                                   ----------   ----------
   Total deposits                                   4,741,035    4,495,900
Short-term borrowings                               1,175,662      883,038
Accounts payable and accrued liabilities               99,231      114,991
Federal Home Loan Bank advances                       754,927      714,335
Long-term debt                                          6,379        6,372
                                                   ----------   ----------
     Total liabilities                              6,777,234    6,214,636
                                                   ----------   ----------
Capital trust pass-through securities                  49,915       49,909
Stockholders' equity:
Common stock                                          218,621      216,446
Additional paid-in capital                            258,902      240,208
Retained earnings                                     221,869      196,755
Accumulated other comprehensive loss                   (7,434)      (4,168)
                                                   ----------   ----------
     Total stockholders' equity                       691,958      649,241
     Total liabilities and                         ---------    ---------
       stockholders' equity                        $7,519,107   $6,913,786
                                                   ==========   ==========
</TABLE>

See notes to consolidated financial statements.

                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                   For the three months   For the six months
                                                       ended June 30         ended June 30
                                                   ---------------------  -------------------
                                                        2000       1999       2000      1999
                                                    --------   --------   --------  --------
<S>                                                <C>        <C>         <C>       <C>
Interest income:
Loans                                               $ 95,367   $ 69,183   $183,243  $136,467
Securities:
  Taxable                                             41,965     33,551     82,052    65,720
  Non-taxable                                          1,686      2,890      3,401     5,865
Trading account securities                               520        632        996     1,281
Deposits at bank                                          28        229        127       476
Other                                                  2,826      1,111      4,995     1,905
                                                    --------   --------   --------  --------
  Total interest income                              142,392    107,596    274,814   211,714
                                                    --------   --------   --------  --------
Interest expense:
Deposits                                              49,744     35,603     96,256    70,157
Federal Home Loan Bank advances                       12,634      9,528     24,684    18,495
Long-term debt                                            92         91        184       181
Federal funds purchased and securities
 sold under agreements to repurchase
 and other short-term borrowings                      17,427      8,034     29,794    15,947
                                                    --------   --------   --------  --------
  Total interest expense                              79,897     53,256    150,918   104,780
                                                    --------   --------   --------  --------
  Net interest income                                 62,495     54,340    123,896   106,934
Provision for loan losses                              3,865      3,835      6,042     6,214
                                                    --------   --------   --------  --------
  Net interest income after
  provision for loan losses                           58,630     50,505    117,854   100,720
                                                    --------   --------   --------  --------
Other income:
Trust service income                                   2,362      2,152      4,712     4,217
Service charges on deposits                            8,521      4,767     16,063     9,402
Other services charges and fees                        5,837      5,108     10,849     9,822
Broker/dealer revenue                                  3,677      4,892      8,416    10,323
Securities gains (losses)                                127     (2,034)       128    (2,033)
Other                                                  4,042      7,951      8,342    11,089
                                                    --------   --------   --------  --------
  Total other income                                  24,566     22,836     48,510    42,820
                                                    --------   --------   --------  --------
Other expenses:
Salaries and employee benefits                        21,362     20,247     42,268    40,800
Occupancy expense                                      3,899      3,225      7,471     6,421
Furniture and equipment expense                        1,874      1,722      3,640     3,287
Amortization of goodwill and core
 deposit intangibles                                   3,249      1,375      6,077     2,778
Loss from interest rate swaps                          2,917         69      7,682        69
Other                                                 14,760     12,169     28,799    22,448
                                                    --------   --------   --------  --------
  Total other expenses                                48,061     38,807     95,937    75,803
                                                    --------   --------   --------  --------
Income before income taxes                            35,135     34,534     70,427    67,737
Income taxes                                          11,194     11,696     22,494    22,761
                                                    --------   --------   --------  --------
Net income                                          $ 23,941   $ 22,838   $ 47,933  $ 44,976
                                                    ========   ========   ========  ========

Basic net income per share of common stock          $    .22   $    .22   $    .44  $    .44
Diluted net income per share of common stock        $    .22   $    .22   $    .43  $    .43
Dividends per share of common stock                 $   .105   $    .09   $    .21  $    .18
</TABLE>

See notes to consolidated financial statements.

                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                For the Six Months
                                                                Ended      June 30
                                                              ----------  ----------
                                                                   2000        1999
                                                              ---------   ---------
                                                                      (In Thousands)
<S>                                                           <C>         <C>
Operating activities:
   Net income                                                 $  47,933   $  44,976
   Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
     Provision for loan losses                                    6,042       6,214
     Provision for depreciation and amortization                  9,365       8,530
     Net loss (gain) on sales in investment securities             (128)      2,033
     Net loss (gain) on sales of interest rate swaps              7,682         (17)
     Deferred income taxes                                       (4,443)        621
   Changes in:
     Trading account securities                                  (7,366)    (19,929)
     Other assets                                                (6,908)    (70,503)
     Other liabilities                                          (15,125)     99,811
   Other operating activities - net                              (6,726)          -
                                                              ---------   ---------
Net cash provided by (used in) operating activities              30,326      71,736
                                                              ---------   ---------
Investing activities:
   Proceeds from:
     Maturities and calls of securities                               -     154,753
     Sale of investment securities                               34,068      62,828
   Purchases of:
     Investment securities                                     (278,497)   (495,806)
     Premises and equipment                                      (2,065)     (6,867)
   Net origination of loans                                    (173,281)   (223,234)
   Net cash acquired in business combinations                     3,427           -
                                                              ---------   ---------
Net cash provided by (used in) investing activities            (416,348)   (508,326)
                                                              ---------   ---------
Financing activities:
   Net increase in deposit accounts                             135,319     149,065
   Net increase (decrease) in short-term borrowed funds         292,624     116,320
   Increase (decrease) in long-term debt                             13           7
   Increase (decrease) in Federal Home Loan Bank advances        19,398      42,039
   Issuance of common stock from exercise of stock options        2,182       1,690
   Stock offering                                                     -      80,248
   Purchases and retirement of common stock                     (17,167)     (9,977)
   Other equity transactions, net                                 1,406         687
   Cash dividends paid                                          (22,834)    (18,567)
                                                              ---------   ---------
Net cash provided by (used in) financing activities             410,941     361,512
                                                              ---------   ---------
Decrease in cash and cash equivalents                            24,919     (75,078)
Cash and cash equivalents at beginning of period                261,296     311,850
                                                              ---------   ---------
Cash and cash equivalents at end of period                    $ 286,215   $ 236,772
                                                              =========   =========
</TABLE>

See notes to consolidated financial statements.

                                       4
<PAGE>

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

Restatement
-----------

    As a result of technical violations of pooling of interest rules regarding
    treasury share repurchases and stock options, the Company is restating the
    presentation of 9 business combinations as purchases rather than as poolings
    of interests as previously reported.

    As a result of the foregoing, the Company's 1998, 1999, and 2000
    consolidated financial statements have been restates.  Management believes
    that the Company's consolidated financial statements, as restated, include
    all adjustments necessary for a fair presentation of the Company's financial
    position as of December 31, 1999 and June 30, 2000, and its results of
    operations for the three and six month periods ended June 30, 1999 and 2000.

    For the three and six month periods ended June 30, 2000, restated net income
    equals $23,941,000 and $47,933,000, or $.22 and $.43 diluted earnings per
    share versus originally reported net income of $27,731,000 and $54,206,000
    or $.25 and $.49 diluted earnings per share.  For the three and six month
    periods ended June 30, 1999, restated net income equals $22,838,000 and
    $44,976,000, or $.22 and $.43 diluted earnings per share, versus originally
    reported net income of $25,727,000 and $50,952,000, or $.23 and $.47 diluted
    earnings per share.

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 second quarter,
    2000, the Company acquired Piedmont Bancorp. Inc., a $150 million asset size
    bank holding company headquartered in Hillsborough, North Carolina. This
    acquisition, which was accounted for using the purchase method of accounting
    for business combinations, is incorporated into reported results from the
    date of acquisition. Reported results do not include the results of CCB
    Financial Corporation, an $8 billion bank holding company, with whom the
    Company merged July 5, 2000, and the results of FMT Holdings, Inc. which the
    Company acquired by merger on July 27, 2000. These acquisitions are to be
    accounted for using the purchase method of accounting for business
    combinations.

Note B - Segment Information
----------------------------

    The Company 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.  Interest income for tax-
    exempt loans and securities is adjusted to a taxable equivalent basis.

                                       5
<PAGE>

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

<TABLE>
<CAPTION>
Quarter Ended June 30, 2000:

                                                             Traditional           Financial
                                                               Banking            Enterprises              Total
                                                             -----------          ------------          -----------
<S>                                                          <C>                  <C>                   <C>
    Net interest income                                      $   63,520              $  3,311           $   66,831
    Provision for loan losses                                    (3,865)                    -               (3,865)
                                                             ----------              --------           ----------
    Net interest income after provision                          59,655                 3,311               62,966
    Non-interest income                                          11,775                12,791               24,566
    Non-interest expense                                        (38,670)               (9,391)             (48,061)
                                                             ----------              --------           ----------
    Net income before taxes                                      32,760                 6,711               39,471
    Income taxes                                                (12,834)               (2,696)             (15,530)
                                                             ----------              --------           ----------
    Net income                                               $   19,926              $  4,015           $   23,941
                                                             ==========              ========           ==========
    Average assets                                           $7,146,029              $423,017           $7,569,046

<CAPTION>
    Quarter Ended June 30, 1999:

                                                             Traditional           Financial
                                                               Banking            Enterprises              Total
                                                             -----------          ------------          -----------
<S>                                                          <C>                  <C>                   <C>
    Net interest income                                      $   55,061              $  2,503           $   57,564
    Provision for loan losses                                    (3,835)                    -               (3,835)
                                                             ----------              --------           ----------
    Net interest income after provision                          51,226                 2,503               53,729
    Non-interest income                                          10,353                12,483               22,836
    Non-interest expense                                        (29,977)               (8,830)             (38,807)
                                                             ----------              --------           ----------
    Net income before taxes                                      31,602                 6,156               37,758
    Income taxes                                                (12,359)               (2,561)             (14,920)
                                                             ----------              --------           ----------
    Net income                                               $   19,243              $  3,595           $   22,838
                                                             ==========              ========           ==========
    Average assets                                           $5,764,879              $354,426           $6,119,304

<CAPTION>
    Six Months Ended June 30, 2000:
                                                             Traditional           Financial
                                                               Banking            Enterprises              Total
                                                             -----------          ------------          -----------
<S>                                                          <C>                  <C>                   <C>
    Net interest income                                      $  126,640              $  5,867           $  132,507
    Provision for loan losses                                    (6,042)                    -               (6,042)
                                                             ----------              --------           ----------
    Net interest income after provision                         120,598                 5,867              126,465
    Non-interest income                                          21,269                27,241               48,510
    Non-interest expense                                        (76,756)              (19,181)             (95,937)
                                                             ----------              --------           ----------
    Net income before taxes                                      65,111                13,927               79,038
    Income taxes                                                (25,595)               (5,510)             (31,105)
                                                             ----------              --------           ----------
    Net income                                               $   39,516              $  8,417           $   47,933
                                                             ==========              ========           ==========
    Average assets                                           $7,120,882              $398,225           $7,519,107

<CAPTION>
     Six Months Ended June 30, 1999:

                                                             Traditional           Financial
                                                               Banking            Enterprises              Total
                                                             -----------          ------------          -----------
<S>                                                          <C>                  <C>                   <C>
    Net interest income                                      $  108,276              $  5,130           $  113,406
    Provision for loan losses                                    (6,214)                    -               (6,214)
                                                             ----------              --------           ----------
    Net interest income after provision                         102,062                 5,130              107,192
    Non-interest income                                          17,689                25,131               42,820
    Non-interest expense                                        (57,871)              (17,932)             (75,803)
                                                             ----------              --------           ----------
    Net income before taxes                                      61,880                12,329               74,209
    Income taxes                                                (24,071)               (5,162)             (29,233)
                                                             ----------              --------           ----------
    Net income                                               $   37,809              $  7,167           $   44,976
                                                             ==========              ========           ==========
    Average assets                                           $5,650,874              $372,649           $6,023,523
</TABLE>

                                       6
<PAGE>

Note C - Earnings Per Share
---------------------------
     The following table sets forth the computation of basic and diluted
     earnings per share:

<TABLE>
<CAPTION>
                                                    Three Months Ended              Six Months Ended
                                                         June 30                        June 30
                                                         --------                       --------
     In Thousands, Except Per Share Data              2000           1999           2000           1999
                                                      ----           ----           ----           ----
<S>                                               <C>            <C>            <C>            <C>
     Numerator:
     Net income                                   $ 23,941       $ 22,838       $ 47,933       $ 44,976
                                                  ========       ========       ========       ========
     Denominator:
     Denominator for basic earnings per
       share - weighted average shares             109,425        102,878        108,851        102,140

     Dilutive potential common shares -
       Employee stock options                        1,726          2,166          1,593          2,099
                                                  --------       --------       --------       --------
     Denominator for diluted earnings per
       share - adjusted weighted average
       and assumed conversions                     111,151        105,044        110,444        104,239
                                                  ========       ========       ========       ========

     Basic earnings per share                     $    .22       $    .22       $    .44       $    .44
     Diluted earnings per share                   $    .22       $    .22       $    .43       $    .43
</TABLE>

Note D - Comprehensive Income
-----------------------------

    During the second quarter of 2000 and 1999, total comprehensive income
    amounted to $23,078,000 and $22,718,000 respectively.  The year-to-date
    total comprehensive income for 2000 and 1999 was $44,667,000 and $43,428,000
    respectively.

                                       7
<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.  The Company acquired Piedmont
Bancorp, Inc. of Hillsborough, North Carolina.  This acquisition, which was
accounted for using the purchase method of accounting for business combinations,
is included in reported results from the date of acquisition.  All per share
data is adjusted to reflect all stock dividends and stock splits declared.  On
July 5, 2000, the Company merged with CCB Financial Corporation, with the
Company as the surviving entity.  Because the merger occurred after June 30,
2000, the historical financial statements included in this report do not give
effect to the merger, nor does this discussion give effect to the merger.

    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, interest costs
and income, and "Year 2000" remediation efforts, 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, and competition in the Company's markets.  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 June 30, 2000 and December 31, 1999
consolidated balance sheets.

    In the asset section, total loans, net of unearned discounts, increased by
$280 million or 7.0% compared to December 31, 1999 levels.  Commercial loans
increased by $14 million or 2%, real estate construction loans increased by $19
million or 7%, and real estate mortgage loans increased by $245 million or 15%
reflecting current demand.  Consumer loans increased $1 million or less than 1%.

    Securities increased by $270 million or 11.7% from year-end 1999.
Securities held to maturity increased by $168 million or 10%, and securities
available for sale increased by $102 million or 18%, reflecting current
portfolio investment strategies, and current market condition.

    Federal funds sold and securities purchased under agreements to resell
decreased by $27 million or 43.4% from December 31, 1999 levels, reflecting
levels of activity of correspondent banks at June 30, 2000.

    Trading account securities increased by $7 million or 24.3% from year-end
1999 levels.  This decrease 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 increased $1.2 million or 4.9%.

    In the liability section, total deposits increased by $245 million or 5.5%,

                                       8
<PAGE>

principally as a result of a $208 million or 15.6% increase in certificates of
deposit greater than $100,000, a $102 million or 10.3% increase in certificates
of deposit less than $100,000 and a $55 million or 12.0% increase in non-
interest-bearing deposits.  This increase was partially offset by a $120 million
or 7% decrease in savings, NOW and money market accounts.

    Short-term borrowings increased $292 million or 33.1% 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 $41 million or 5.7% from December
31, 1999.  This increase is principally the result of asset/liability management
decisions related to the current interest rate environment.

Results of Operations
---------------------
Three Months Ended June 30, 2000, Compared to Three Months Ended June 30, 1999
------------------------------------------------------------------------------

    Net income was $23,941,000 for the second quarter of 2000, a 4.8% increase
over the $22,838,000 reported for the same period a year earlier.  Diluted
earnings per share were $.22 compared to $.22 per share in 1999.  Basic earnings
per share were $.22 compared to $.22 per share in 1999.

    Net interest income, the difference between interest earned on loans and
investments and interest paid on interest-bearing liabilities, increased by
$9,267,000 or 16.1% for the second quarter of 2000, compared to second quarter
1999.  This increase reflects a $35,908,000 or 32.4% increase in total interest
income that more than offsets a $26,641,000 or 50.0% increase in interest
expense.  Interest income increased in 2000 due to an increase of $1,356,000,000
or 23.9% in total average earning assets, and an increase in the yield on
average earning assets from 7.83% in the second quarter of 1999 to 8.37% in the
second quarter of 2000. The increased volume of earning assets increased
interest income by approximately $26,458,000 while the increased yield reduced
interest income by approximately $9,450,000. Interest expense increased in the
second quarter of 2000, reflecting an increase in average interest-bearing
liabilities of $1,240,000,000 or 24.8% and an increase in the cost of interest-
bearing liabilities from 4.27% to 5.14%. The increase in the rate paid on
interest-bearing liabilities decreased interest expense by approximately
$13,432,000 and the increase in average outstandings increased interest expense
by approximately $13,209,000. The net interest margin (taxable equivalent net
interest income as a percentage of average earning assets) was 3.81% in second
quarter 2000, compared to 4.07% in second quarter of 1999.

    The provision for loan losses in the second quarter of 2000 was $3,865,000,
versus $3,835,000 for the second quarter of 1999.  Net charge-offs were
$2,023,000, or .19% of average net loans, compared to $1,999,000 or .23% of
average net loans in 1999.  The allowance for loan losses totaled $62,061,000 at
June 30, 2000, representing 1.45% of quarter-end net loans, compared to
$59,090,000 or 1.47% of quarter-end net loans at March 31, 2000.

    Following is a comparison of non-earning assets and loans past due 90 days
or more for the quarters ended June 30, 2000, March 31, 2000, and June 30, 1999
(dollars in thousands):

<TABLE>
<CAPTION>
                                         6-30-00    3-31-00    6-30-99
                                        --------   --------   --------
<S>                                     <C>        <C>        <C>
Non-accrual loans                       $  1,377   $  1,207   $  1,601
Renegotiated loans                             0          0          0
Other real estate                          1,309        220      1,200
                                        --------   --------   --------
Total non-earning assets                $  2,686   $  1,427   $  2,801
                                        ========   ========   ========
Loans past due 90 days or more          $  6,142   $  5,037   $  4,397
Percentage of total loans                    .14%       .12%       .12%
</TABLE>

                                       9
<PAGE>

    Non-interest income, excluding securities transactions, totaled $24,839,000
for the quarter, a decrease of $431,000, or 1.7%, from last year's second
quarter.  Securities gains totaled $127,000 in second quarter, 2000, compared to
losses of $2,034,000 in 1999.  Non-interest expenses (excluding the provision
for loan losses) increased by $9,254,000 or 23.8.% in second quarter, 2000.

    The Company's return on average assets and return on average equity were
1.27% and 14.22% respectively, for second quarter of 2000.  These compared with
1999 second quarter returns of 1.49% and 18.65%, respectively.


Six Months Ended June 30, 2000, Compared to Six Months Ended June 30, 1999
--------------------------------------------------------------------------

    For the six months ended June 30, 2000, net income totaled $47,933,000, a
6.6% increase over the $44,976,000 for the first six months of 1999.  Basic
earnings per share were $.44, compared to $.43 for the same period in 1999, a
2.3% increase.  Diluted earnings per share were $.43 compared to $.43 in 1999.
For the six-month period, return on average assets and return on average
stockholders' equity were 1.30% and 14.51% respectively.  These compared with
1999 six month returns of 1.49% and 18.96%.

    Net interest income increased by $19,102,000 or 16.8% for the first six
months of 1999.  This increase reflects a $65,240,000 or 29.9% increase in total
interest income that more than offsets a $46,138,000 or 44.0% increase in
interest expense. Interest income increased in 2000 due to an increase of
$1,285,000,000 or 23.0% in total average earning assets and an increase in the
yield on average earning assets from 7.87% in 1999 to 8.27% in 2000. The
increased volume of earning assets increased interest income by approximately
$50,135,000, and the increased yield increased interest income by approximately
$15,105,000. Interest expense increased in the first six months of 2000,
reflecting an increase in average interest-bearing liabilities of $1,167,000,000
or 23.7%, with the cost of interest-bearing liabilities increasing from 4.29% to
4.98% in 2000. The increase in average outstandings increased interest expense
by approximately $24,806,000 while the increased rate increased interest expense
by approximately $21,332,000. The net interest margin was 3.86% in the first six
months of 2000, compared to 4.09% in the first six months of 1999.

    The provision for loan losses for the first six months of 2000 was
$6,042,000, versus $6,214,000 for the first six months of 1999.  Net charge-offs
were $4,708,000, or .20% of average net loans compared to $4,022,000, or .25% of
average net loans in 1999.

    Non-interest income, excluding securities transactions, totaled $48,382,000
for the first six months of 2000, compared to a total of $44,853,000 for the
first six months of 1999, an increase of 7.9%.  Included in 1999 is a $4,090,000
pre-tax gain from the sale of branches.  Adjusting for this gain, non-interest
income decreased 18.7% from 1999.  Securities gains totaled $128,000 in 2000,
versus losses of $2,033,000 in 1999.

    Non-interest expenses (excluding the provision for loan losses) increased by
$20,134,000 or 26.6% for the first six 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 increased by $45,983,000 from December 31, 1999.
Retained earnings accounted for the majority of the increase.  Through June 30,
2000, 9.3 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.

                                       10
<PAGE>

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 June 30, 2000.
                                                   6-30-00
                                                   -------
Total capital to risk-weighted assets               12.52%
Tier I capital to risk-weighted assets              11.27%
Tier I capital to assets (leverage ratio)            8.22%


Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
          ----------------------------------------------------------
    No significant changes since December 31, 1999.  See Item 2 - "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

                                       11
<PAGE>

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

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

    At the Company's Annual Meeting of Shareholders held April 26, 2000, the
following proposals were approved by the shareholders of the Company:

    The following individuals were elected to serve as directors of the Company
for terms that expire at the Annual Meeting of Shareholders to held in 2003:

John D. Canale III; R. Lee Jenkins; W. Neely Mallory, Jr.; James E. McGehee,
Jr.; William R. Reed, Jr.; and G. Mark Thompson.  (81,405,586 shares in favor of
the slate of directors; 500,077 withheld; and 8,581,473 exceptions.)

    The appointment of Ernst & Young LLP as auditors of the Company for 2000 was
ratified.  (90,105,967 shares in favor; 285,615 against; and 95,454 abstained).

    The proposal to increase by 4,000,000 shares the total number of shares of
the Company's Common Stock for which options to purchase may be granted pursuant
to the Company's 1994 Stock Plan as Amended and Restated was approved.
(80,802,883 shares in favor; 9,407,330 against; and 276,823 abstained).

    At the Company's Special Shareholders Meeting held June 29, 2000, the
following proposals were approved by the shareholders of the Company:

    The Agreement and Plan of Merger dated as of March 17, 2000 by an between
CCB Financial Corporation and the Company and the amendment to the company's
charter to increase the number of authorized shares of the company's common
stock from 175,000,000 to 400,000,000 were approved.  (74,791,705 shares in
favor; 896.062 shares against; and 367,961 shares abstained).

    The proposal to amend the 1994 Stock Plan to increase the limitation on the
number of shares of the Company's common stock for which options may be granted
to an employee in any given year from 60,000 to 200,000, and in the case of the
Company's Chairman and Chief Executive Officer from 100,000 to 400,000 was
approved (62,118,972 shares in favor; 13,425,616 against; and 511,140
abstained).


Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------
         a.  Exhibits

                    3.1   Charter of National Commerce Bancorporation as amended
                          and restated filed as Exhibit 3.1 to the Registrant's
                          Form 8-K dated July 11, 2000 (File No. 0-6094) and
                          incorporated herein by reference.
                  10.21   Amendment to National Commerce Bancorporation 1994
                          Stock Plan
                  10.22   Employment Agreement entered into as of March 17,
                          2000, effective as of July 5, 2000, by and among
                          National Bank of Commerce, National Commerce
                          Bancorporation and Thomas M. Garrott
                  10.23   Employment Agreement entered into as of March 17,
                          2000, effective as of July 5, 2000, by and between
                          National Commerce Bancorporation and Ernest C.
                          Roessler
                  10.24   Employment Agreement entered into as of March 17,
                          2000, effective as of July 5, 2000, by and between
                          National Commerce Bancorporation and William R. Reed,
                          Jr.
                  10.25   Employment Agreement entered into as of March 17,
                          2000, effective as of July 5, 2000, by and between
                          National Commerce Bancorporation and Richard L. Furr
                  10.26   Employment Agreement entered into as of March 17,
                          2000, effective as of July 5, 2000, by and between
                          National Commerce Bancorporation and Lewis E. Holland
                  10.27   Employment Agreement entered into as of March 17,
                          2000, effective as of July 5, 2000, by and between
                          National Commerce Bancorporation and J. Scott Edwards
                  10.28   Employment Agreement entered into as of March 17,
                          2000, effective as of July 5, 2000, by and between
                          National Commerce Bancorporation and Sheldon M. Fox

                                       12
<PAGE>

                  10.29   Employment Agreement entered into as of March 17,
                          2000, effective as of July 5, 2000, by and between
                          National Commerce Bancorporation and David T. Popwell
                  10.30   Employment Agreement entered into as of March 17,
                          2000, effective as of July 5, 2000, by and between
                          National Commerce Bancorporation and Tom W. Scott
                  10.31   Change of Control Agreement dated as of July 5, 2000,
                          effective upon a Change of Control, by and between
                          National Commerce Bancorporation and Ernest C.
                          Roessler
                  10.32   Change of Control Agreement dated as of July 5, 2000,
                          effective upon a Change of Control, by and between
                          National Commerce Bancorporation and William R. Reed,
                          Jr.
                  10.33   Change of Control Agreement dated as of July 5, 2000,
                          effective upon a Change of Control, by and between
                          National Commerce Bancorporation and Richard L. Furr
                  10.34   Change of Control Agreement dated as of July 5, 2000,
                          effective upon a Change of Control, by and between
                          National Commerce Bancorporation and
                  10.35   Change of Control Agreement dated as of July 5, 2000,
                          effective upon a Change of Control, by and between
                          National Commerce Bancorporation and J. Scott Edwards
                  10.36   Change of Control Agreement dated as of July 5, 2000,
                          effective upon a Change of Control, by and between
                          National Commerce Bancorporation and Sheldon M. Fox
                  10.37   Change of Control Agreement dated as of July 5, 2000,
                          effective upon a Change of Control, by and between
                          National Commerce Bancorporation and David T. Popwell
                  10.38   Change of Control Agreement dated as of July 5, 2000,
                          effective upon a Change of Control, by and between
                          National Commerce Bancorporation and Tom W. Scott
                  27.     Financial Data Schedule

       b.  Reports on Form 8-K
                    A current report on Form 8-K dated June 20, 2000 was filed
                    under Item 5 - Other Events discussing the approval of the
                    merger with CCB Financial Corporation by The Board of
                    Governors of the Federal Reserve System.

                    A current report on Form 8-K dated July 5, 2000 was filed
                    under Item 5 - Other Events report the consummation of the
                    CCB merger.

                                  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)

                                By  /s/ Mark A. Wendel
                             --------------------------------------
                             Mark A. Wendel
                             Senior Vice President and Chief Accounting Officer
                             (Authorized Officer)
                             (Chief Financial Officer)


Date: September 11, 2001
      ------------------

                                       13