S-8

As Filed With the Securities and Exchange Commission on December 5, 2003

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 incorporation or organization)	(I.R.S. Employer Identification No.)

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

National Commerce Financial Corporation 2003 Stock and 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 900

Memphis, TN 38103

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share*	Proposed maximum aggregate offering price*	Amount of registration fee
Common Stock, par value $2.00 per share	10,000,000 shares	$27.75	$277,500,000.00	$22,449.75

* 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 December 4, 2003.

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 for the fiscal year ended December 31, 2002;

b. All other reports of the Registrant filed pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2002 (but excluding all information furnished to the Securities and Exchange Commission pursuant to Item 9 of any Current Report on Form 8-K); 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.

Item 5. Interests of Named Experts and Counsel.

Bass, Berry & Sims PLC, is providing an opinion as to the legality of the securities being registered. Attorneys at Bass, Berry & Sims PLC working on this registration statement owned approximately 9,200 shares of 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 following the signature pages hereof.

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 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 Registrant 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 this 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.

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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee, on this 5th day of December, 2003.

NATIONAL COMMERCE FINANCIAL CORPORATION
By:	/s/ William R. Reed, Jr.
	President and Chief Executive Officer

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/ William R. Reed, Jr. William R. Reed, Jr.	President and Chief Executive Officer	December 4, 2003
/s/ Eugene McDonald Eugene J. McDonald	Chairman of the Board	November 21, 2003
/s/ John M. Presley John M. Presley	Chief Financial Officer	December 4, 2003
/s/ Richard W. Edwards Richard W. Edwards	Chief Accounting Officer	November 20, 2003
/s/ Thomas M. Garrott Thomas M. Garrott	Chairman of Executive Committee and Director	December 4, 2003

/s/ R. Grattan Brown, Jr. R. Grattan Brown, Jr.	Director	December 4, 2003
/s/ Bruce E. Campbell, Jr. Bruce E. Campbell, Jr.	Director	December 4, 2003
/s/ John D. Canale, III John D. Canale, III	Director	December 4, 2003
/s/ James H. Daughdrill, Jr. James H. Daughdrill, Jr.	Director	November 30, 2003
/s/ Thomas C. Farnsworth Thomas C. Farnsworth, Jr.	Director	December 4, 2003
/s/ Blake P. Garrett, Jr. Blake P. Garrett, Jr.	Director	December 4, 2003
/s/ Dan Joyner C. Dan Joyner	Director	December 4, 2003
/s/ W. Neely Mallory, Jr. W. Neely Mallory, Jr.	Director	December 4, 2003

/s/ Eric Munson Eric B. Munson	Director	December 4, 2003
/s/ David Shi Dr. David E. Shi	Director	December 4, 2003
/s/ Phail Wynn Dr. Phail Wynn, Jr.	Director	December 4, 2003

INDEX TO EXHIBITS

Exhibit Number	Description
4.1	Articles of Amendment to the Registrant’s Amended and Restated Charter is incorporated by reference from Exhibit 3.1 to the Registrant’s Form S-3/A dated July 9, 2001 (File No. 000-06094)
4.2	Amended and Restated Charter of the Registrant is incorporated by reference from Exhibit 3.1 to the Registrant’s Form 8-K filed on July 11, 2000 (File No. 000-06094)
4.3	Bylaws of the Registrant, as amended are incorporated by reference from Exhibit 3.2 to the Registrant’s Form 10-K for the year ended December 31, 1995 (File No. 000-06094)
4.4	2003 Stock and Incentive Plan of the Registrant, (filed as Appendix A to the Registrant’s Proxy Statement for the 2003 Annual Meeting of Shareholders (File No. 001-16607) and incorporated herein by reference)
5	Opinion of Bass, Berry & Sims PLC
23.1	Consent of KPMG LLP
23.2	Consent of Ernst & Young LLP
23.3	Consent of Bass, Berry & Sims PLC (contained in Exhibit 5)
24.1	Power of Attorney (included on signature page of this Registration Statement).

EX-5

EXHIBIT 5

[Bass, Berry & Sims, Letterhead]

December 5, 2003

The Board of Directors of

National Commerce Financial Corporation

One Commerce Square

Memphis, TN 38150

RE: Registration Statement on Form S-8 Relating to the 2003 Stock and Incentive

Plan Listed on Exhibit A hereto.

Ladies and Gentlemen:

We have acted as counsel to National Commerce Financial Corporation, a Tennessee corporation (“NCF”), in connection with the preparation and filing of a Registration Statement on Form S-8 (the “Registration Statement”) relating to certain shares of common stock, par value $2.00 per share, of NCF (the “Common Stock”) to be issued pursuant to the above referenced plan (the “Plan”).

In our capacity as such counsel, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records of NCF, such agreements and instruments, such certificates of public officials, officers of NCF and other persons, and such other documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In such examinations, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity and completeness of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies, and the authenticity of the originals of such copies, and we have assumed all certificates of public officials to have been properly given and to be accurate.

As to factual matters relevant to this opinion letter, we have relied upon the representations and warranties as to factual matters contained in certificates and statements of officers of NCF and certain public officials. Except to the extent expressly set forth herein, we have made no independent investigations with regard thereto, and, accordingly, we do not express any opinion as to matters that might have been disclosed by independent verification.

On the basis of the foregoing, and subject to the limitations set forth herein, we are of the opinion that the shares of Common Stock issuable in connection with the Plan have been duly authorized and, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

We consent to the filing of this opinion letter as an exhibit to the Registration Statement and to any related registration statement subsequently filed by NCF pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the “Act”), and to the use of our

name under the heading “Legal Opinions” in any prospectus constituting a part thereof. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder.

This opinion letter is being furnished by us to NCF and the Commission solely for the benefit of NCF and the Commission in connection with the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon by any other person, or by NCF or the Commission for any other purpose, without our express written consent. The only opinion rendered by us consists of those matters set forth in the fourth paragraph hereof, and no opinion may be implied or inferred beyond those expressly stated. This opinion letter is rendered as of the date hereof, and we have no obligation to update this opinion letter.

Sincerely,

/s/ Bass, Berry & Sims, PLC

EX-23.1

Exhibit 23.1

Independent Auditor’s Consent

The Board of Directors

National Commerce Financial Corporation:

We consent to the incorporation by reference in the registration statement (Form S-8: National Commerce Financial Corporation 2003 Stock and Incentive Plan) of National Commerce Financial Corporation of our report dated January 16, 2003, with respect to the consolidated balance sheets of National Commerce Financial Corporation and subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of income, stockholders’ equity and comprehensive income and cash flows for the years ended December 31, 2002 and 2001, which report appears in the December 31, 2002, annual report on Form 10-K of National Commerce Financial Corporation. Our report refers to the fact that the Company adopted the provisions of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets effective January 1, 2002.

/s/ KPMG LLP

Memphis, Tennessee

December 2, 2003

EX-23.2

Exhibit 23.2

Consent of Ernst & Young LLP

We consent to the incorporation by reference of our report dated June 22, 2001, with respect to the consolidated financial statements of National Commerce Financial Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2002 in the Registration Statement (Form S-8 No. 333-XXXXX) pertaining to the National Commerce Financial Corporation 2003 Stock and Incentive Plan filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Memphis, Tennessee

December 1, 2003