<PAGE>

     As Filed With the Securities and Exchange Commission on July 27, 2001

                                                           Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

      National Commerce Financial Corporation
               One Commerce Square                           38150
               Memphis, Tennessee                          (Zip Code)
     (Address of Principal Executive Offices)


                            Long-Term Incentive Plan

                            (Full title of the plan)

                             Charles A. Neale, Esq.
                       Vice President and General Counsel
                    National Commerce Financial Corporation
                              One Commerce Square
                            Memphis, Tennessee 38150
                    (Name and address of agent for service)

                                 (901) 523-3371
         (Telephone number, including area code, of agent for service)

                                    Copy to:

                               John A. Good, Esq.
                             Bass, Berry & Sims PLC
                          100 Peabody Place, Suite 950
                               Memphis, TN 38103

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
   Title of securities to                                 Proposed maximum    Proposed maximum aggregate
       be registered         Amount to be registered     offering price per        offering price*        Amount of registration fee
                                                               share*
====================================================================================================================================
<S>                          <C>                         <C>                  <C>                         <C>
Common Stock, par value         5,334,650 shares              $24.89             $132,779,438.50                  $33,194.86
$2.00 per share
</TABLE>


*  The offering price is estimated solely for the purpose of determining the
amount of the registration fee. Such estimate has been calculated in accordance
with Rule 457(c) and Rule 457(h) and is based upon the average of the high and
low prices per share of the Registrant's common stock as reported on the New
York Stock Exchange on July 26, 2001.
<PAGE>

                                EXPLANATORY NOTE

     Pursuant to the Agreement and Plan of Merger dated as of March 17, 2000
between National Commerce Financial Corporation, formerly known as National
Commerce Bancorporation (the "Registrant"), and CCB Financial Corporation
("CCB"), CCB merged with and into the Registrant on July 5, 2000 (the "Effective
Date"), and the Registrant continues as the surviving corporation.  As a result
of the merger, each share of common stock, no par value, of CCB issuable
pursuant to the plan listed above (the "Plan") immediately prior to the
effective time of the merger was converted into the right to receive a certain
number of shares of the Registrant's common stock, $2.00 par value per share
(the "Common Stock"), at the effective time of the merger, and the Registrant
assumed all outstanding obligations to issue CCB common stock under the Plan.

     The Registrant hereby files this Registration Statement on Form S-8
relating to 5,334,650 shares of Common Stock, which represent the remaining
shares of Common Stock issuable pursuant to the Plan.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed by the Registrant with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are hereby incorporated by reference as of their
respective dates:

     a.   The Registrant's Annual Report on Form 10-K/A for the fiscal year
          ended December 31, 2000;

     b.   All other reports of the Registrant filed pursuant to Section 13(a) or
          15(d) of the Exchange Act since December 31, 2000; and

     c.   The description of the Common Stock contained in the effective
          registration statement filed by the Registrant to register such
          securities under the Exchange Act, including all amendments and
          reports filed for the purpose of updating such description prior to
          the termination of the offering of the Common Stock offered hereby.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14, and 15(d) of the Exchange Act after the date hereof and prior to the filing
of a post-effective amendment that indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes hereof to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such statement.  Any
statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.

Item 4.   Description of Securities.

     Not applicable.

                                     II-2
<PAGE>

Item 5.  Interests of Named Experts and Counsel.

     An opinion as to the legality of the securities being registered is being
provided by Bass, Berry & Sims PLC.  Attorneys at Bass, Berry & Sims PLC working
on this registration statement owned approximately 4,400 shares of the
common stock as of the date of this Registration Statement.

Item 6.  Indemnification of Directors and Officers.

     The Registrant is a Tennessee corporation. Sections 48-18-501 through 48-
18- 509 of the Tennessee Business Corporation Act contain detailed provisions on
indemnification of directors and officers of a Tennessee corporation.

     The Registrant's restated charter provides that no director of the
Registrant shall be personally liable to the Registrant or its shareholders for
monetary damages for breach of fiduciary duty as a director, except: (i) for any
breach of the director's duty of loyalty to the Registrant or its shareholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; or (iii) for unlawful distributions
under Section 48-18-304 of the Tennessee Business Corporation Act.

     The Registrant's bylaws provide that the Registrant shall indemnify any
person who is made a party to a suit by or in the right of the Registrant to
procure a judgment in its favor by reason of the fact that he, his testator or
intestate is or was a director or officer of the Registrant, against amounts
paid in settlement and reasonable expenses including attorneys' fees actually
and necessarily incurred as a result of such suit or proceeding or any appeal
therein to the extent permitted by and in the manner provided by the laws of
Tennessee. The Registrant shall indemnify any person made or threatened to be
made a party to a suit or proceeding other than by or in the right of any
company of any type or kind, domestic or foreign, which any director or officer
of the Registrant, by reason of the fact that he, his testator or intestate, was
a director or officer of the Registrant or served such other company in any
capacity, against judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees actually and necessarily incurred as a
result of such suit or proceeding, or any appeal therein, if such director or
officer acted in good faith for a purpose which he reasonably believed to be in
the best interest of the Registrant and, in criminal actions or proceedings, had
no reasonable cause to believe that this conduct was unlawful, and to the extent
permitted by, and in the manner provided by, the laws of Tennessee.

     The directors and officers of the Registrant are covered by an insurance
policy indemnifying them against certain civil liabilities, including
liabilities under the federal securities laws, which might be incurred by them
in such capacity.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     See the Index to Exhibits (page II-8) and Item 9 below.

Item 9.  Undertakings.

     A.  The Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
     a post-effective amendment to this Registration Statement: (i) to include
     any prospectus required by Section 10(a)(3) of the Securities Act of

                                     II-3
<PAGE>

     1933, as amended (the "Securities Act"), (ii) to reflect in the prospectus
     any facts or events arising after the effective date of the Registration
     Statement (or the most recent post-effective amendment thereof) which,
     individually or in the aggregate, represent a fundamental change in the
     information set forth in the Registration Statement; (iii) to include any
     material information with respect to the plan of distribution not
     previously disclosed in the Registration Statement or any material change
     to such information in the Registration Statement; provided, however, that
     clauses (i) and (ii) of this paragraph do not apply if the information
     required to be included in a post-effective amendment by those clauses is
     contained in periodic reports filed with or furnished to the Securities and
     Exchange Commission by the Registrant pursuant to Section 13 or 15(d) of
     the Exchange Act that are incorporated by reference in the Registration
     Statement.

         (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering hereof.

         (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     B. The Registration hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                     II-4
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis, State of Tennessee, on this 27th day of
July, 2001.

                              NATIONAL COMMERCE FINANCIAL CORPORATION

                              By: /s/ Thomas M. Garrott
                                  ---------------------
                                  Thomas M. Garrott
                                  Chairman of the Board

     KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below
hereby constitutes and appoints Charles A. Neale and K. Elizabeth Whitehead, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place, and stead,
in any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated:

<TABLE>
<CAPTION>

Signature                                   Title                                  Date
---------                                   -----                                  ----
<S>                                         <C>                                     <C>

/s/ Thomas M. Garrott                       Chairman of the Board                   July 27, 2001
--------------------------------------      and Director
Thomas M. Garrott

/s/ Ernest C. Roessler                      President and Chief Executive           July 27, 2001
--------------------------------------      Officer (Principal Executive
Ernest C. Roessler                          Officer) and Director

/s/ Sheldon M. Fox                          Chief Financial Officer (Principal      July 27, 2001
--------------------------------------      Financial Officer)
Sheldon M. Fox

/s/ Mark A. Wendel                          Accounting Officer (Principal           July 27, 2001
--------------------------------------      Accounting Officer)
Mark A. Wendel

</TABLE>

                                     II-5
<PAGE>

<TABLE>
<S>                                         <C>                                     <C>
/s/ James B. Brame, Jr.                     Director                                July 27, 2001
--------------------------------------
James B. Brame, Jr.


                                            Director                                July ___, 2001
--------------------------------------
Bruce E. Campbell, Jr.


/s/ John D. Canale, III                     Director                                July 27, 2001
--------------------------------------
John D. Canale, III


/s/ James H. Daughdrill, Jr.                Director                                July 25, 2001
--------------------------------------
James H. Daughdrill, Jr.


/s/ Thomas C. Farnsworth, Jr.               Director                                July 25, 2001
--------------------------------------
Thomas C. Farnsworth, Jr.


/s/ Blake P. Garrett, Jr.                   Director                                July 27, 2001
--------------------------------------
Blake P. Garrett, Jr.


                                            Director                                July ___, 2001
--------------------------------------
R. Lee Jenkins


                                            Director                                July ___, 2001
--------------------------------------
C. Dan Joyner


/s/ W. Neely Mallory, Jr.                   Director                                July 27, 2001
--------------------------------------
W. Neely Mallory, Jr.


/s/ Eugene J. McDonald                      Director                                July 27, 2001
--------------------------------------
Eugene J. McDonald

</TABLE>

                                     II-6

<PAGE>

<TABLE>

<S>                                         <C>                                     <C>
                                            Director                                July ___, 2001
--------------------------------------
James E. McGehee, Jr.


/s/ Phillip H. McNeill, Sr.                 Director                                July 25, 2001
--------------------------------------
Phillip H. McNeill, Sr.


/s/ Eric B. Munson                          Director                                July 25, 2001
--------------------------------------
Eric B. Munson


                                            Director                                July ___, 2001
--------------------------------------
J. Bradbury Reed


                                            Director                                July ___, 2001
--------------------------------------
David E. Shi


/s/ H. Allen Tate, Jr.                      Director                                July 27, 2001
--------------------------------------
H. Allen Tate, Jr.


                                            Director                                July ___, 2001
--------------------------------------
Phail Wynn, Jr.


</TABLE>

                                     II-7
<PAGE>

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>

 Exhibit Number                              Description
 --------------   -------------------------------------------------------------
<C>               <S>
       4.1        Articles of Amendment to the Amended and Restated Charter of
                  National Commerce Bancorporation (filed as Exhibit 3.1 to
                  the Registrant's Form S-3 filed on July 9, 2001 (File No.
                  0-6094) and incorporated herein by reference)

       4.2        Amended and Restated Charter of National Commerce
                  Bancorporation (filed as Exhibit 3.1 to the Registrant's
                  Form 8-K filed on July 11, 2000 (File No. 0-6094) and
                  incorporated herein by reference)

       4.3        Bylaws of National Commerce Bancorporation, as amended
                  (filed as Exhibit 3.2 to the Registrant's Form 10-K for the
                  year ended December 31, 1995 (File No. 0-6094) and
                  incorporated herein by reference)

       4.4        Long-Term Incentive Plan (incorporated by reference to
                  Exhibit 99 to CCB's Registration Statement No. 33-54645 on
                  Form S-8)

       5          Opinion of Bass, Berry & Sims PLC

      23.1        Consent of Ernst & Young LLP

      23.2        Consent of Bass, Berry & Sims PLC (contained in Exhibit 5)

      24          Power of Attorney (included at pages II-5, II-6 and II-7)
</TABLE>

                                     II-8
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "LONG-TERM INCENTIVE PLAN", "secsgml_size_bytes": 20480}]
{"company-data": {"conformed-name": "NATIONAL COMMERCE FINANCIAL CORP", "cik": "0000101844", "assigned-sic": "6021", "irs-number": "620784645", "state-of-incorporation": "TN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66116", "film-number": "1691415"}, "business-address": {"street1": "ONE COMMERCE SQ", "city": "MEMPHIS", "state": "TN", "zip": "38150", "phone": "9014156416"}, "mail-address": {"street1": "ONE COMMERCE SQ", "city": "MEMPHIS", "state": "TN", "zip": "38150"}, "former-company": [{"former-conformed-name": "NATIONAL COMMERCE BANCORPORATION", "date-changed": "19950822"}, {"former-conformed-name": "UNITED TENNESSEE BANCSHARES CORP", "date-changed": "19780820"}, {"former-conformed-name": "UNITED TENNESSEE BANSHARES CORP", "date-changed": "19780525"}]}
As Filed With the Securities and Exchange Commission on July 27, 2001

                                                           Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

      National Commerce Financial Corporation
               One Commerce Square                           38150
               Memphis, Tennessee                          (Zip Code)
     (Address of Principal Executive Offices)

                            Long-Term Incentive Plan

                            (Full title of the plan)

                             Charles A. Neale, Esq.
                       Vice President and General Counsel
                    National Commerce Financial Corporation
                              One Commerce Square
                            Memphis, Tennessee 38150
                    (Name and address of agent for service)

                                 (901) 523-3371
         (Telephone number, including area code, of agent for service)

                                    Copy to:

                               John A. Good, Esq.
                             Bass, Berry & Sims PLC
                          100 Peabody Place, Suite 950
                               Memphis, TN 38103

                        CALCULATION OF REGISTRATION FEE
Title of securities to                                 Proposed maximum    Proposed maximum aggregate
       be registered         Amount to be registered     offering price per        offering price*        Amount of registration fee
                                                               share*
====================================================================================================================================
Common Stock, par value         5,334,650 shares              $24.89             $132,779,438.50                  $33,194.86
$2.00 per share
*  The offering price is estimated solely for the purpose of determining the
amount of the registration fee. Such estimate has been calculated in accordance
with Rule 457(c) and Rule 457(h) and is based upon the average of the high and
low prices per share of the Registrant's common stock as reported on the New
York Stock Exchange on July 26, 2001.
EXPLANATORY NOTE

     Pursuant to the Agreement and Plan of Merger dated as of March 17, 2000
between National Commerce Financial Corporation, formerly known as National
Commerce Bancorporation (the "Registrant"), and CCB Financial Corporation
("CCB"), CCB merged with and into the Registrant on July 5, 2000 (the "Effective
Date"), and the Registrant continues as the surviving corporation.  As a result
of the merger, each share of common stock, no par value, of CCB issuable
pursuant to the plan listed above (the "Plan") immediately prior to the
effective time of the merger was converted into the right to receive a certain
number of shares of the Registrant's common stock, $2.00 par value per share
(the "Common Stock"), at the effective time of the merger, and the Registrant
assumed all outstanding obligations to issue CCB common stock under the Plan.

     The Registrant hereby files this Registration Statement on Form S-8
relating to 5,334,650 shares of Common Stock, which represent the remaining
shares of Common Stock issuable pursuant to the Plan.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed by the Registrant with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are hereby incorporated by reference as of their
respective dates:

     a.   The Registrant's Annual Report on Form 10-K/A for the fiscal year
          ended December 31, 2000;

     b.   All other reports of the Registrant filed pursuant to Section 13(a) or
          15(d) of the Exchange Act since December 31, 2000; and

     c.   The description of the Common Stock contained in the effective
          registration statement filed by the Registrant to register such
          securities under the Exchange Act, including all amendments and
          reports filed for the purpose of updating such description prior to
          the termination of the offering of the Common Stock offered hereby.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14, and 15(d) of the Exchange Act after the date hereof and prior to the filing
of a post-effective amendment that indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes hereof to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such statement.  Any
statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.

Item 4.   Description of Securities.

     Not applicable.

                                     II-2
Item 5.  Interests of Named Experts and Counsel.

     An opinion as to the legality of the securities being registered is being
provided by Bass, Berry & Sims PLC.  Attorneys at Bass, Berry & Sims PLC working
on this registration statement owned approximately 4,400 shares of the
common stock as of the date of this Registration Statement.

Item 6.  Indemnification of Directors and Officers.

     The Registrant is a Tennessee corporation. Sections 48-18-501 through 48-
18- 509 of the Tennessee Business Corporation Act contain detailed provisions on
indemnification of directors and officers of a Tennessee corporation.

     The Registrant's restated charter provides that no director of the
Registrant shall be personally liable to the Registrant or its shareholders for
monetary damages for breach of fiduciary duty as a director, except: (i) for any
breach of the director's duty of loyalty to the Registrant or its shareholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; or (iii) for unlawful distributions
under Section 48-18-304 of the Tennessee Business Corporation Act.

     The Registrant's bylaws provide that the Registrant shall indemnify any
person who is made a party to a suit by or in the right of the Registrant to
procure a judgment in its favor by reason of the fact that he, his testator or
intestate is or was a director or officer of the Registrant, against amounts
paid in settlement and reasonable expenses including attorneys' fees actually
and necessarily incurred as a result of such suit or proceeding or any appeal
therein to the extent permitted by and in the manner provided by the laws of
Tennessee. The Registrant shall indemnify any person made or threatened to be
made a party to a suit or proceeding other than by or in the right of any
company of any type or kind, domestic or foreign, which any director or officer
of the Registrant, by reason of the fact that he, his testator or intestate, was
a director or officer of the Registrant or served such other company in any
capacity, against judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees actually and necessarily incurred as a
result of such suit or proceeding, or any appeal therein, if such director or
officer acted in good faith for a purpose which he reasonably believed to be in
the best interest of the Registrant and, in criminal actions or proceedings, had
no reasonable cause to believe that this conduct was unlawful, and to the extent
permitted by, and in the manner provided by, the laws of Tennessee.

     The directors and officers of the Registrant are covered by an insurance
policy indemnifying them against certain civil liabilities, including
liabilities under the federal securities laws, which might be incurred by them
in such capacity.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     See the Index to Exhibits (page II-8) and Item 9 below.

Item 9.  Undertakings.

     A.  The Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
     a post-effective amendment to this Registration Statement: (i) to include
     any prospectus required by Section 10(a)(3) of the Securities Act of

                                     II-3
1933, as amended (the "Securities Act"), (ii) to reflect in the prospectus
     any facts or events arising after the effective date of the Registration
     Statement (or the most recent post-effective amendment thereof) which,
     individually or in the aggregate, represent a fundamental change in the
     information set forth in the Registration Statement; (iii) to include any
     material information with respect to the plan of distribution not
     previously disclosed in the Registration Statement or any material change
     to such information in the Registration Statement; provided, however, that
     clauses (i) and (ii) of this paragraph do not apply if the information
     required to be included in a post-effective amendment by those clauses is
     contained in periodic reports filed with or furnished to the Securities and
     Exchange Commission by the Registrant pursuant to Section 13 or 15(d) of
     the Exchange Act that are incorporated by reference in the Registration
     Statement.

         (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering hereof.

         (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     B. The Registration hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                     II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis, State of Tennessee, on this 27th day of
July, 2001.

                              NATIONAL COMMERCE FINANCIAL CORPORATION

                              By: /s/ Thomas M. Garrott
                                  ---------------------
                                  Thomas M. Garrott
                                  Chairman of the Board

     KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below
hereby constitutes and appoints Charles A. Neale and K. Elizabeth Whitehead, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place, and stead,
in any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated:
Signature                                   Title                                  Date
---------                                   -----                                  ----
/s/ Thomas M. Garrott                       Chairman of the Board                   July 27, 2001
--------------------------------------      and Director
Thomas M. Garrott

/s/ Ernest C. Roessler                      President and Chief Executive           July 27, 2001
--------------------------------------      Officer (Principal Executive
Ernest C. Roessler                          Officer) and Director

/s/ Sheldon M. Fox                          Chief Financial Officer (Principal      July 27, 2001
--------------------------------------      Financial Officer)
Sheldon M. Fox

/s/ Mark A. Wendel                          Accounting Officer (Principal           July 27, 2001
--------------------------------------      Accounting Officer)
Mark A. Wendel
II-5
/s/ James B. Brame, Jr.                     Director                                July 27, 2001
--------------------------------------
James B. Brame, Jr.

                                            Director                                July ___, 2001
--------------------------------------
Bruce E. Campbell, Jr.

/s/ John D. Canale, III                     Director                                July 27, 2001
--------------------------------------
John D. Canale, III

/s/ James H. Daughdrill, Jr.                Director                                July 25, 2001
--------------------------------------
James H. Daughdrill, Jr.

/s/ Thomas C. Farnsworth, Jr.               Director                                July 25, 2001
--------------------------------------
Thomas C. Farnsworth, Jr.

/s/ Blake P. Garrett, Jr.                   Director                                July 27, 2001
--------------------------------------
Blake P. Garrett, Jr.

                                            Director                                July ___, 2001
--------------------------------------
R. Lee Jenkins

                                            Director                                July ___, 2001
--------------------------------------
C. Dan Joyner

/s/ W. Neely Mallory, Jr.                   Director                                July 27, 2001
--------------------------------------
W. Neely Mallory, Jr.

/s/ Eugene J. McDonald                      Director                                July 27, 2001
--------------------------------------
Eugene J. McDonald
II-6
Director                                July ___, 2001
--------------------------------------
James E. McGehee, Jr.

/s/ Phillip H. McNeill, Sr.                 Director                                July 25, 2001
--------------------------------------
Phillip H. McNeill, Sr.

/s/ Eric B. Munson                          Director                                July 25, 2001
--------------------------------------
Eric B. Munson

                                            Director                                July ___, 2001
--------------------------------------
J. Bradbury Reed

                                            Director                                July ___, 2001
--------------------------------------
David E. Shi

/s/ H. Allen Tate, Jr.                      Director                                July 27, 2001
--------------------------------------
H. Allen Tate, Jr.

                                            Director                                July ___, 2001
--------------------------------------
Phail Wynn, Jr.
II-7
INDEX TO EXHIBITS
Exhibit Number                              Description
 --------------   -------------------------------------------------------------
4.1        Articles of Amendment to the Amended and Restated Charter of
                  National Commerce Bancorporation (filed as Exhibit 3.1 to
                  the Registrant's Form S-3 filed on July 9, 2001 (File No.
                  0-6094) and incorporated herein by reference)

       4.2        Amended and Restated Charter of National Commerce
                  Bancorporation (filed as Exhibit 3.1 to the Registrant's
                  Form 8-K filed on July 11, 2000 (File No. 0-6094) and
                  incorporated herein by reference)

       4.3        Bylaws of National Commerce Bancorporation, as amended
                  (filed as Exhibit 3.2 to the Registrant's Form 10-K for the
                  year ended December 31, 1995 (File No. 0-6094) and
                  incorporated herein by reference)

       4.4        Long-Term Incentive Plan (incorporated by reference to
                  Exhibit 99 to CCB's Registration Statement No. 33-54645 on
                  Form S-8)

       5          Opinion of Bass, Berry & Sims PLC

      23.1        Consent of Ernst & Young LLP

      23.2        Consent of Bass, Berry & Sims PLC (contained in Exhibit 5)

      24          Power of Attorney (included at pages II-5, II-6 and II-7)
II-8