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National Commerce Financial Announces Fourth Quarter Operating Cash EPS Increase of 31.3 Percent

   NATIONAL COMMERCE FINANCIAL LOGO
National Commerce Financial logo. (PRNewsFoto)[JL]
MEMPHIS, TN USA
    MEMPHIS, Tenn., Jan. 17 /PRNewswire/ -- National Commerce Financial
Corporation (NYSE: NCF) today announced record fourth quarter and year end
earnings.

    Fourth Quarter Financial Highlights
    --  Operating cash EPS of $.42 up $.03 vs. third quarter
    --  Operating cash return on tangible equity of 27.00 percent
    --  Total revenue increased 8.5 percent vs. third quarter
    --  Net-interest margin improved 8 basis points vs. third quarter
    --  Annualized net loan charge-offs of .25 percent
    --  Banking cash efficiency ratio of 42.55 percent

    OPERATING CASH EARNINGS
    For the quarter ended December 31, 2001, NCF's operating cash earnings,
defined as net income adjusted for goodwill amortization, core deposit
amortization and non-recurring expenses, net of tax, were $86.3 million
compared to $66.6 million in the fourth quarter of 2000, an increase of
29.6 percent.  Operating cash earnings per diluted share were $.42 in fourth
quarter 2001, compared to $.32 per share in fourth quarter 2000, a
31.3 percent increase.
    On an operating cash basis, the Company's annualized return on average
tangible assets and return on average tangible shareholders' equity were
1.97 percent and 27.00 percent, respectively, for the fourth quarter of 2001.
These compared with 2000 fourth quarter returns of 1.62 percent and
22.86 percent, respectively.
    For the year ended December 31, 2001, NCF's operating cash earnings were
$316.7 million compared to $193.9 million for the year ended December 31,
2000, an increase of 63.3 percent.  Operating cash earnings per diluted share
were $1.53 for the year ended December 31, 2001, compared to $1.22 per share
for the year ended December 31, 2000, a 25.4 percent increase.
    On an operating cash basis, the Company's annualized return on average
tangible assets and return on average tangible shareholders' equity were
1.89 percent and 25.66 percent respectively, for the year 2001.  These
compared with 2000 returns for the same period of 1.65 percent and
23.15 percent, respectively.
    "I am delighted with our performance in the fourth quarter and for the
full year of 2001," noted Ernest C. Roessler, president and chief executive
officer of NCF.  "The fourth quarter marked the end of the first full calendar
year of operations following a very successful merger of equals transaction.
Our 2001 cash earnings were in line with aggressive targets set at the
beginning of the year.  We achieved these results with strong top-line revenue
growth, fueled by a combination of steady loan growth considering a weak
economy, a net interest margin which expanded each quarter during the year and
over 35% growth in revenues of our Financial Enterprises unit.  We also
improved our cash efficiency compared to the prior year and maintained our
relative advantage to peers on credit quality metrics with net charge-offs of
only 21 basis points.  Our momentum now carries us into 2002, which will see
several exciting growth initiatives come to fruition, including our de novo
expansion into Atlanta, our in-store banking rollout in South Carolina, and
the soon to be completed acquisition of 37 Wachovia/First Union branches.  At
the same time, the management team has once again committed to industry
leading earnings per share growth targets as a component of our incentive
compensation plan.  I have every confidence that our outstanding group of
associates will meet this challenge as they have in past years."
    For the quarter and year ended December 31, 2001, the Company reported
non-recurring expenses, net of tax, of $5.4 million and $7.3 million,
respectively, consisting primarily of conversion and integration costs
associated with the acquisitions of First Vantage, SouthBanc and the divested
branches of Wachovia.  For the quarter and year ended December 31, 2000, the
Company reported non-recurring expenses, net of tax, of $53.6 million and
$100.7 million, respectively, consisting of unrealized losses on interest rate
swaps and conversion and merger-related costs associated with the Company's
merger of equals with CCB Financial Corporation.

    OPERATING GAAP EARNINGS
    For the quarter and year ended December 31, 2001, NCF's operating
earnings, defined as net income adjusted for non-recurring expenses, net of
tax, were $65.3 million and $232.6 million, compared to $45.2 million and
$146.0 million, respectively, reported for the same periods a year earlier.
Operating earnings per diluted share were $.32 and $1.12, compared to $.22 and
$.92, respectively, per diluted share in the same periods of 2000.

    GAAP NET INCOME
    For the quarter and year ended December 31, 2001, NCF's GAAP net income
was $59.9 million and $225.3 million, compared to a net loss of $8.4 million
and net income of $45.3 million, respectively, reported for the same periods a
year earlier.  GAAP net income per diluted share was $.29 for the fourth
quarter 2001 compared to a net loss per diluted share of $.04 in the fourth
quarter of 2000.  GAAP net income per diluted share for the year 2001 was
$1.09 compared to $.28 for the year 2000.

    BALANCE SHEET TRENDS
    Consolidated assets totaled $19.3 billion at December 31, 2001, up
9.0 percent from $17.7 billion at December 31, 2000.  During the fourth
quarter of 2001, NCF's average loans and leases increased to $11.8 billion,
compared to $10.9 billion for the fourth quarter of 2000 and $11.4 billion in
third quarter 2001.  Average deposits increased to $12.1 billion in the fourth
quarter of 2001 from $11.8 billion in fourth quarter 2000 and $11.9 billion in
third quarter 2001.  Excluding approximately $327 million of average loans and
$335 million of average deposits attributable to the third and fourth quarter
2001 acquisitions of First Vantage and SouthBanc, average loans and average
core deposits increased 4.8 percent and 8.5 percent, respectively, over the
year ago quarter and at annualized rates of 5.0 percent and 8.2 percent,
respectively, over third quarter 2001.

    NET INTEREST INCOME
    Net interest income, on a taxable equivalent basis, was $181.9 million in
the fourth quarter of 2001, compared to $157.7 million for the fourth quarter
of 2000, an increase of 15.3 percent.  The fourth quarter net interest margin
was 4.50 percent, compared to 4.09 percent for fourth quarter 2000 and
4.42 percent in third quarter 2001.  The cost of interest-bearing liabilities
decreased from 4.01 percent in third quarter 2001 to 3.24 percent in fourth
quarter 2001, while the taxable equivalent yield on earning assets decreased
from 7.91 percent to 7.32 percent.

    NON-INTEREST INCOME AND EXPENSE
    Non-interest income (excluding securities gains and losses) totaled
$89.9 million in fourth quarter 2001 versus $69.4 million for fourth quarter
2000, an increase of 29.5 percent.  Strong increases were experienced in
deposit service charges, mortgage banking and institutional broker/dealer
revenues.
    Non-interest expenses, excluding non-recurring expenses, for the fourth
quarter 2001 were $156.0 million, compared to $142.7 million in fourth quarter
2000 and $139.5 million in third quarter 2001.  Personnel cost increases were
due primarily to higher commissions tied to broker/dealer and mortgage banking
revenue growth and higher incentive compensation and other employee benefit
costs.  Other expense increases were in professional fees and marketing costs
associated with the Company's deposit gathering campaigns.
    The Company's cash efficiency ratio, the ratio of non-interest expenses,
excluding intangibles amortization and non-recurring expenses, to net
revenues, was 47.07 percent for the fourth quarter 2001, compared to
50.76 percent for fourth quarter 2000 and 44.85 percent for third quarter
2001.  The banking cash efficiency ratio was 42.55 percent in the fourth
quarter of 2001 compared to 47.00 percent for fourth quarter 2000 and
40.44 percent in third quarter 2001.
    Financial Enterprises, comprised of NCF's transaction processing, trust
and asset management, consulting, broker/dealer and insurance businesses,
earned net income of $11.0 million for the fourth quarter of 2001 as compared
to $7.4 million for the fourth quarter of 2000, an increase of 48.6 percent.

    PROVISION FOR LOAN LOSSES
    The provision for loan losses in the fourth quarter of 2001 was
$6.9 million, compared to $5.3 million for fourth quarter 2000.  Annualized
net charge-offs for the fourth quarter of 2001 were .25 percent of average
loans, compared to .19 percent of average loans in the year-ago quarter and
.21 percent in the third quarter of 2001.

    NON-PERFORMING LOANS AND ASSETS
    Non-performing assets amounted to $33.5 million at December 31, 2001 or
.28 percent of net loans plus other real estate, compared to $12.9 million at
December 31, 2000 or .12 percent and $23.8 million at September 30, 2001 or
.21 percent.  Non-performing assets plus loans past due 90 days or more, were
$82.0 million or .68 percent of net loans plus other real estate at December
31, 2001, compared to $41.5 million at December 31, 2000 or .38 percent and
$56.2 million at September 30, 2001 or .49 percent.  The loan loss reserve
amounts to 1.31 percent of total net loans at December 31, 2001 and 4.67 times
non-performing assets.

    ABOUT NCF
    National Commerce Financial Corporation is a diversified financial
services company with $19.3 billion in assets.  NCF, headquartered in Memphis,
TN, with its operations headquarters in Durham, NC, is a sales and marketing
organization that delivers select financial and consulting services through a
national network of banking affiliates operating in 14 of the nation's fastest
growing metropolitan areas and non-banking affiliates.

    FORWARD-LOOKING STATEMENTS
    These statements constitute forward-looking statements (within the meaning
of the Private Securities Litigation Reform Act of 1995), which involve
significant risks and uncertainties.  A variety of factors could cause actual
results and experience to differ materially from the anticipated results or
other expectations expressed in such forward-looking statements.
    NCF does not assume any obligation to update these forward-looking
statements or to update the reasons why actual results could differ from those
projected in the forward-looking statements.
    Factors that might cause such a difference include, but are not limited to
competition from both financial and non-financial institutions; changes in
interest rates, deposit flows, loan demand and real estate values; changes in
legislation or regulation; changes in accounting principles, policies or
guidelines; the timing and occurrence (or non-occurrence) of transactions and
events that may be subject to circumstances beyond the control of NCF; and
other economic, competitive, governmental, regulatory and technological
factors affecting NCF specifically or the banking industry or economy
generally.


                     NATIONAL COMMERCE FINANCIAL CORPORATION
                                Financial Summary
                                    Unaudited
                  (In Thousands Except Share and Per Share Data)

                                             Three Months Ended
                                  12/31      09/30     6/30     3/31    12/31
         Income Statement          2001       2001     2001     2001     2001

    Loan income (TE)           $228,452    237,958  242,174  249,355  258,241
    Securities income (TE)       67,676     71,610   73,746   79,051   81,206
    Other interest income (TE)      565        790      974    1,855    1,504
       Total interest income
        (TE)                    296,693    310,358  316,894  330,261  340,951

    Savings/NOW and money
     market expense              20,899     26,395   29,164   35,791   38,193
    Jumbo and brokered CD
     expense                      9,044     16,210   21,994   29,685   34,250
    Consumer time deposit
     expense                     53,457     59,452   62,849   64,683   63,706
       Interest expense on
        deposits                 83,400    102,057  114,007  130,159  136,149
    Short-term borrowed funds
     expense                      5,055      8,602    9,578   15,831   17,849
    FHLB advances expense        25,148     25,586   23,688   23,416   27,586
    Trust preferred securities
     and long-term debt
     expense (6)                  1,223      1,180    1,270    1,552    1,647
       Total interest expense   114,826    137,425  148,543  170,958  183,231

    Net interest income (TE)    181,867    172,933  168,351  159,303  157,720
    Taxable equivalent
     adjustment                   9,431      7,866    6,874    7,170    6,878
    Net interest income         172,436    165,067  161,477  152,133  150,842
    Provision for loan losses     6,892      9,623    6,304    6,380    5,317
    Net interest income after
     provision                  165,544    155,444  155,173  145,753  145,525

    Service charges on
     deposits                    34,061     29,639   30,460   27,290   26,063
    Other service charges and
     fees                         9,476      9,427    9,064    8,736    9,823
    Trust and employee benefit
     plan income                 12,498     11,422   13,382   13,882   13,977
    Broker/dealer revenue and
     other commissions           21,624     15,114   16,202   15,066   10,751
    Other                        12,250     11,042    9,435    8,183    8,773
    Investment securities
     gains (losses)               2,752      2,588      575      720     (141)
       Total noninterest
        income                   92,661     79,232   79,118   73,877   69,246

    Personnel                    69,155     58,063   62,447   59,900   60,626
    Occupancy                     9,211      9,610    9,159    9,322    9,661
    Equipment                     5,797      6,399    6,135    5,835    7,263
    Goodwill amortization        12,060     12,060   12,046   12,074   12,060
    Core deposit amortization    14,722     14,389   14,622   15,042   15,461
    Other (6)                    45,051     39,028   39,891   34,064   37,668
    Losses on interest rate
     swaps (1)                        -          -        -      672   57,221
    Conversion/merger
     expenses (2)                 8,242      3,122        -        -   25,892
       Total noninterest
        expense                 164,238    142,671  144,300  136,909  225,852

    Income before income taxes   93,967     92,005   89,991   82,721  (11,081)
    Income taxes                 34,107     34,394   34,456   30,431   (2,669)
    GAAP net income              59,860     57,611   55,535   52,290   (8,412)
    Non-recurring items,
     after-tax (1) (2)            5,400      1,904        -        -   53,567
    Operating GAAP earnings
     (3)                         65,260     59,515   55,535   52,290   45,155
    Amortization of goodwill
     and core deposit, net of
     tax                         21,041     20,837   20,965   21,250   21,491
    Operating cash earnings
     (3)                        $86,301     80,352   76,500   73,540   66,646

     Cash Earnings Per Share and Ratios
    Operating cash earnings (1) (2) (3):
     Basic earnings per share      $.42        .39      .37      .36      .32
     Diluted earnings per share     .42        .39      .37      .35      .32
     Return on average tangible
      assets (3)                   1.97 %     1.90     1.87     1.82     1.62
     Return on average tangible
      equity (3)                  27.00      25.48    24.80    25.29    22.86
    Cash net income (3):
     Basic earnings per share      $.40        .38      .37      .36      .06
     Diluted earnings per share     .39        .38      .37      .35      .06
     Return on average tangible
      assets (3)                   1.85 %     1.86     1.87     1.82      .32
     Return on average tangible
      equity (3)                  25.31      24.88    24.80    25.29     4.49


                     NATIONAL COMMERCE FINANCIAL CORPORATION
                                Financial Summary
                                    Unaudited
                  (In Thousands Except Share and Per Share Data)

                                                  Three Months Ended
      GAAP Earnings Per Share and Ratios  12/31/2001         09/30/2001
    Operating GAAP earnings (1) (2) (3):
     Basic earnings per share                   $.32                .29
     Diluted earnings per share                  .32                .29
     Return on average tangible assets (3)      1.49     %         1.41
     Return on average tangible equity (3)     20.42              18.88
    GAAP net income:
     Basic earnings per share                   $.29                .28
     Diluted earnings per share                  .29                .28
     Return on average tangible assets (3)      1.37     %         1.37
     Return on average tangible equity (3)     18.73              18.27
     Return on average assets                   1.28               1.28
     Return on average equity                   9.73               9.46
    Average tangible equity to average
     tangible assets (3)                        7.30               7.48

        Cash Efficiency Ratios
    As a percentage of average tangible
     assets (3) (excluding non-recurring
     items (1) (2) and amortization of
     intangibles):
     Noninterest income                         2.12     %         1.88
     Personnel expense                          1.58               1.38
     Occupancy and equipment expense             .34                .38
     Other operating expense                    1.03                .93
     Noninterest expense                        2.95               2.69
      Net overhead (noninterest exp. -
       noninterest inc.)                         .83     %          .81
    Noninterest expense as a percentage
     of net interest income (TE) and other
     income (excluding non-recurring items
     (1) (2) and amortization of intangibles)  47.07     %        44.85

              Average Balances
    Assets                               $18,531,539         17,899,618
    Tangible assets (3)                   17,358,286         16,734,682
    Loans (all domestic) (4):
     Commercial                            2,839,398          2,754,651
     Construction and commercial real
      estate                               3,262,322          3,071,879
     Mortgage                              1,853,465          1,775,924
     Consumer                              3,619,796          3,569,413
     Revolving credit                         60,938             61,125
     Lease financing                         137,186            137,861
      Total loans                         11,773,105         11,370,853
    Investment securities (5)              4,191,085          4,103,249
    Earning assets (5)                    16,127,220         15,609,871
    Goodwill                                 923,549            911,204
    Core deposit premium                     249,704            253,732
    Deposits:
     Demand deposits (noninterest-bearing) 1,595,390          1,491,593
     Savings/NOW and money market
      accounts                             5,017,308          4,657,037
     Jumbo and brokered CD's               1,301,824          1,504,141
     Consumer time deposits                4,233,325          4,225,175
      Total deposits                      12,147,847         11,877,946
    Short-term borrowed funds              1,105,663          1,047,314
    FHLB advances                          2,273,482          2,090,236
    Trust preferred securities and
     long-term debt (6)                      121,149             82,015
    Interest-bearing liabilities (6)      14,052,751         13,605,918
    Stockholders' equity                   2,441,154          2,415,884
    Tangible stockholders' equity (3)      1,267,901          1,250,948


                                                   Three Months Ended
      GAAP Earnings Per Share and Ratios  6/30/2001   3/31/2001  12/31/2000
    Operating GAAP earnings (1) (2) (3):
     Basic earnings per share                   .27         .25         .22
     Diluted earnings per share                 .27         .25         .22
     Return on average tangible assets (3)     1.36        1.30        1.10
     Return on average tangible equity (3)    18.00       17.99       15.49
    GAAP net income:
     Basic earnings per share                   .27         .25        (.04)
     Diluted earnings per share                 .27         .25        (.04)
     Return on average tangible assets (3)     1.36        1.30        (.20)
     Return on average tangible equity (3)    18.00       17.99       (2.89)
     Return on average assets                  1.27        1.21        (.19)
     Return on average equity                  9.19        8.87       (1.39)
    Average tangible equity to average
     tangible assets (3)                       7.54        7.20        7.10

      Cash Efficiency Ratios
    As a percentage of average tangible
     assets (3) (excluding non-recurring
     items (1) (2) and amortization of
     intangibles):
     Noninterest income                        1.93        1.83        1.69
     Personnel expense                         1.53        1.48        1.48
     Occupancy and equipment expense            .37         .38         .41
     Other operating expense                    .97         .86         .92
     Noninterest expense                       2.87        2.72        2.81
     Net overhead (noninterest exp. -
      noninterest inc.)                         .94         .89        1.12
    Noninterest expense as a percentage of
     net interest income (TE) and other income
     (excluding non-recurring items (1) (2)
     and amortization of intangibles)         47.53       47.09       50.76

               Average Balances
    Assets                               17,604,925  17,581,548  17,568,713
    Tangible assets (3)                  16,419,104  16,368,869  16,328,607
    Loans (all domestic) (4):
     Commercial                           2,689,381   2,656,499   2,625,855
     Construction and commercial real
      estate                              2,950,444   2,889,249   2,750,605
     Mortgage                             1,814,964   1,785,875   1,791,150
     Consumer                             3,493,513   3,509,229   3,559,848
     Revolving credit                        61,235      62,211      68,753
     Lease financing                        133,351     130,244     128,881
      Total loans                        11,142,888  11,033,307  10,925,092
    Investment securities (5)             4,090,134   4,204,465   4,326,002
    Earning assets (5)                   15,371,113  15,430,752  15,391,415
    Goodwill                                918,208     930,169     942,307
    Core deposit premium                    267,613     282,510     297,799
    Deposits:
     Demand deposits
     (noninterest-bearing)                1,417,129   1,284,045   1,394,011
     Savings/NOW and money market
      accounts                            4,525,169   4,455,858   4,343,972
     Jumbo and brokered CD's              1,696,004   2,031,238   2,158,017
     Consumer time deposits               4,196,083   4,170,022   3,951,793
      Total deposits                     11,834,385  11,941,163  11,847,793
    Short-term borrowed funds               984,703   1,179,763   1,158,326
    FHLB advances                         1,878,033   1,544,128   1,716,218
    Trust preferred securities and
     long-term debt (6)                      82,016      89,222      89,306
    Interest-bearing liabilities (6)     13,362,008  13,470,231  13,417,632
    Stockholders' equity                  2,423,250   2,391,764   2,399,718
    Tangible stockholders' equity (3)     1,237,429   1,179,085   1,159,612


                     NATIONAL COMMERCE FINANCIAL CORPORATION
                                Financial Summary
                                    Unaudited
                  (In Thousands Except Share and Per Share Data)

                                         As Of And For The Three Months Ended
        Allowance For Loan Losses      12/31/2001      9/30/2001    6/30/2001
    Beginning balance                    $150,487        145,659      144,039
    Provision for loan losses               6,892          9,623        6,304
    Additions from acquired
     institutions                           6,519          1,331            -
    Recoveries                              2,015          1,637        1,671
    Charge-offs                            (9,512)        (7,763)      (6,355)
    Ending balance                       $156,401        150,487      145,659

    Net charge-offs by loan type:
     Commercial                            $1,679            729          519
     Construction and commercial
      real estate                             103              3           30
     Secured by real estate                   938            485           21
     Consumer                               3,904          3,848        3,556
     Revolving credit                         577            218          354
     Lease financing                          296            843          204
    Total net charge-offs                  $7,497          6,126        4,684

       Non-Performing and Risk Assets
    Nonaccrual loans                      $22,800         15,466       11,780
    Foreclosed real estate                 10,687          8,347        7,787
     Nonperforming assets                  33,487         23,813       19,567
    Restructured loans                          -              -            -
    Ninety days past due and accruing      48,553         32,426       29,397
     Risk assets                          $82,040         56,239       48,964

       Asset Quality Ratios
    Net charge-offs to average loans
     (annualized)                             .25 %          .21          .17
    Nonperforming assets to loans and
     foreclosed real estate                   .28            .21          .17
    Risk assets to loans and
     foreclosed real estate                   .68            .49          .44
    Loan loss allowance to
     nonperforming assets                    4.67 x         6.32         7.44
    Loan loss allowance to risk
     assets                                  1.91           2.68         2.97
    Loan loss allowance to total
     loans                                   1.31 %         1.31         1.30

       Share and Per Share Data
    Common shares outstanding         205,058,713    204,032,413  204,359,873
    Weighted average shares
     outstanding:
       Basic                          204,533,263    204,307,702  205,433,029
       Diluted                        206,807,357    206,723,011  207,891,271
    Cash dividends                           $.15            .15          .13
    Book value                              11.97          11.84        11.68
    Closing stock price (7)                 25.30          26.10        24.37
    High stock price for the quarter        26.10          27.05        25.55
    Low stock price for the quarter         22.29          22.00        22.15

      Net Interest Income Ratios
    Yield on earning assets                  7.32 %         7.91         8.26
    Cost of interest-bearing
     liabilities (6)                         3.24           4.01         4.46
    Net interest margin (6)                  4.50           4.42         4.38
    Interest rate spread (6)                 4.08           3.90         3.80

      Other Period-End Information
    Number of offices                         407            393          379
    Intangible asset - goodwill          $946,157        909,541      910,421
    Intangible asset - deposit base
     premium                              251,464        249,035      258,042
    Mortgage servicing rights               6,523          6,009        6,590
    Cash dividends                         30,671         30,687       26,706


                     NATIONAL COMMERCE FINANCIAL CORPORATION
                                Financial Summary
                                    Unaudited
                  (In Thousands Except Share and Per Share Data)

                                         As Of And For The Three Months Ended
        Allowance For Loan Losses             3/31/2001        12/31/2000
    Beginning balance                           143,614           143,510
    Provision for loan losses                     6,380             5,317
    Additions from acquired institutions              -                 -
    Recoveries                                    2,052             1,321
    Charge-offs                                  (8,007)           (6,534)
    Ending balance                              144,039           143,614

    Net charge-offs by loan type:
     Commercial                                     743               432
     Construction and commercial real estate         29                23
     Secured by real estate                         452               631
     Consumer                                     4,545             3,485
     Revolving credit                                89               634
     Lease financing                                 97                 8
    Total net charge-offs                         5,955             5,213

       Non-Performing and Risk Assets
    Nonaccrual loans                             10,977             7,219
    Foreclosed real estate                        5,512             5,652
     Nonperforming assets                        16,489            12,871
    Restructured loans                            2,224             2,232
    Ninety days past due and accruing            21,682            26,362
     Risk assets                                 40,395            41,465

       Asset Quality Ratios
    Net charge-offs to average loans
     (annualized)                                   .22               .19
    Nonperforming assets to loans and
     foreclosed real estate                         .15               .12
    Risk assets to loans and foreclosed
     real estate                                    .36               .38
    Loan loss allowance to nonperforming
     assets                                        8.74             11.16
    Loan loss allowance to risk assets             3.57              3.46
    Loan loss allowance to total loans             1.30              1.30

      Share and Per Share Data
    Common shares outstanding               205,487,104       205,246,098
    Weighted average shares outstanding:
     Basic                                  205,632,478       205,334,106
     Diluted                                208,544,880       207,800,709
    Cash dividends                                  .13               .13
    Book value                                    11.66             11.52
    Closing stock price (7)                       24.81             24.75
    High stock price for the quarter              27.44             25.19
    Low stock price for the quarter               21.56             17.65

      Net Interest Income Ratios
    Yield on earning assets                        8.64              8.83
    Cost of interest-bearing liabilities (6)       5.15              5.43
    Net interest margin (6)                        4.14              4.09
    Interest rate spread (6)                       3.49              3.40

      Other Period-End Information
    Number of offices                               377               378
    Intangible asset - goodwill                 922,481           934,467
    Intangible asset - deposit base
     premium                                    273,665           287,707
    Mortgage servicing rights                     7,139             7,688
    Cash dividends                               26,774            26,689


                     NATIONAL COMMERCE FINANCIAL CORPORATION
                                Financial Summary
                                    Unaudited
                 (In Thousands Except Share and Per Share Data)

                                                     Years Ended December 31
        Income Statement                              2001              2000
    Loan income (TE)                              $957,939           698,614
    Securities income (TE)                         292,083           252,185
    Other interest income (TE)                       4,184            10,490
       Total interest income (TE)                1,254,206           961,289

    Savings/NOW and money market expense           112,249           100,231
    Jumbo and brokered CD expense                   76,933           111,748
    Consumer time deposit expense                  240,441           152,454
       Interest expense on deposits                429,623           364,433
    Short-term borrowed funds expense               39,066            69,577
    FHLB advances expense                           97,838            77,912
    Trust preferred securities and long-
     term debt expense (6)                           5,225             5,282
       Total interest expense                      571,752           517,204

    Net interest income (TE)                       682,454           444,085
    Taxable equivalent adjustment                   31,341            23,313
    Net interest income                            651,113           420,772
    Provision for loan losses                       29,199            16,456
    Net interest income after provision            621,914           404,316

    Service charges on deposits                    121,450            68,766
    Other service charges and fees                  36,703            29,919
    Trust and employee benefit plan
     income                                         51,184            32,964
    Broker/dealer revenue and other
     commissions                                    68,006            28,816
    Other                                           40,910            24,517
    Investment securities gains, net                 6,635             4,509
       Total noninterest income                    324,888           189,491

    Personnel                                      249,565           160,136
    Occupancy                                       37,302            27,251
    Equipment                                       24,166            17,367
    Goodwill amortization                           48,240            26,884
    Core deposit amortization                       58,775            34,536
    Other (6)                                      158,034            99,839
    Losses on interest rate swaps (1)                  672            77,227
    Conversion/merger expenses (2)                  11,364            70,657
       Total noninterest expense                   588,118           513,897

    Income before income taxes                     358,684            79,910
    Income taxes                                   133,388            34,600
    GAAP net income                                225,296            45,310
    Non-recurring items, after-tax (1)(2)            7,304           100,664
    Operating GAAP earnings (3)                    232,600           145,974
    Amortization of goodwill and core
     deposit, net of tax                            84,093            47,951
    Operating cash earnings (3)                   $316,693           193,925

     Cash Earnings Per Share and Ratios
    Operating cash earnings (1) (2) (3):
     Basic earnings per share                        $1.55              1.23
     Diluted earnings per share                       1.53              1.22
     Return on average tangible assets (3)            1.89 %            1.65
     Return on average tangible equity (3)           25.66             23.15
    Cash net income (3):
     Basic earnings per share                        $1.51               .59
     Diluted earnings per share                       1.49               .59
     Return on average tangible assets (3)            1.85 %             .80
     Return on average tangible equity (3)           25.07             11.13


                     NATIONAL COMMERCE FINANCIAL CORPORATION
                                Financial Summary
                                    Unaudited
                  (In Thousands Except Share and Per Share Data)

                                           Years Ended December 31
    GAAP Earnings Per Share and
     Ratios                                   2001          2000
    Operating GAAP earnings (1) (2) (3):
     Basic earnings per share                $1.13           .93
     Diluted earnings per share               1.12           .92
     Return on average tangible assets (3)    1.39 %        1.25
     Return on average tangible equity (3)   18.85         17.42
    GAAP net income:
     Basic earnings per share                $1.10           .29
     Diluted earnings per share               1.09           .28
     Return on average tangible assets (3)    1.35 %         .39
     Return on average tangible equity (3)   18.26          5.41
     Return on average assets                 1.26           .37
     Return on average equity                 9.32          2.98
    Average tangible equity to average
     tangible assets (3)                      7.38          7.15

                               As of December 31             YTD Averages
     Balance Sheet Data           2001          2000        2001         2000
    Assets                 $19,273,713    17,745,792  17,907,012   12,401,982
    Tangible assets (3)     18,076,092    16,523,618  16,723,001   11,717,558
    Loans (all domestic) (4):
     Commercial              2,900,346     2,658,406   2,735,537    1,819,694
     Construction and
      commercial real estate 3,361,232     2,831,228   3,044,574    1,470,729
     Mortgage                1,912,345     1,791,033   1,807,656    1,131,717
     Consumer                3,602,013     3,533,471   3,548,349    2,888,527
     Revolving credit           61,731        65,053      61,373       37,958
     Lease financing           137,098       129,228     134,688       78,695
      Total loans           11,974,765    11,008,419  11,332,177    7,427,320
    Available for sale
     securities              3,611,706     2,401,526           -            -
    Held to maturity
     securities - book value   900,750     2,016,795           -            -
    Total investment
     securities (5)          4,512,456     4,418,321   4,147,077    3,401,937
    Trading securities         197,214        74,417      67,389       40,064
    Earning assets (5)      16,767,426    15,585,912  15,636,578   11,033,301
    Goodwill                   946,157       934,467     920,738      520,525
    Core deposit premium       251,464       287,707     263,273      163,899
    Deposits:
     Demand deposits
     (noninterest-bearing)   1,732,146     1,366,178   1,448,014      930,713
     Savings/NOW and money
      market accounts        5,230,621     4,474,114   4,665,363    2,960,959
     Jumbo and brokered CD's 1,366,034     2,006,741   1,630,949    1,824,706
     Consumer time deposits  4,290,684     4,132,598   4,206,377    2,441,904
      Total deposits        12,619,485    11,979,631  11,950,703    8,158,282
    Short-term borrowed
     funds                   1,141,617     1,212,903   1,079,070    1,159,814
    FHLB advances            2,306,554     1,649,055   1,948,861    1,247,613
    Trust preferred securities
     and long-term debt (6)    282,018        89,301      93,656       72,529
    Interest-bearing
     liabilities (6)        14,617,528    13,564,712  13,624,276    9,707,525
    Stockholders' equity     2,455,331     2,364,838   2,418,149    1,522,217
    Fair value adjustment
     for FAS 115 included
     in stockholders' equity    12,744        22,793      27,536       (4,495)
    Tangible stockholders'
     equity (3)              1,257,710     1,142,664   1,234,138      837,793


                                          Years Ended December 31
     Allowance For Loan Losses                 2001          2000
    Beginning balance                      $143,614        59,597
    Provision for loan losses                29,199        16,456
    Addition from acquired institutions       7,850        82,228
    Recoveries                                7,375         5,016
    Charge-offs                             (31,637)      (19,683)
    Ending balance                         $156,401       143,614

    Net charge-offs to average loans            .21 %         .20


                     NATIONAL COMMERCE FINANCIAL CORPORATION
                                Financial Summary
                                    Unaudited
                  (In Thousands Except Share and Per Share Data)

                                                      Years Ended December 31
      Cash Efficiency Ratios                         2001                2000
    As a percentage of average tangible
     assets (3) (excluding non-recurring
     items (1) (2) and amortization of
     intangibles):
      Noninterest income                             1.94 %              1.62
      Personnel expense                              1.49                1.37
      Occupancy and equipment expense                 .37                 .38
      Other operating expense                         .95                 .85
      Noninterest expense                            2.81                2.60
       Net overhead (noninterest expense -
       noninterest income)                            .87 %               .98
    Noninterest expense as a percentage
     of net interest income (TE) and other income
     (excluding non-recurring items (1) (2)
     and amortization of intangibles)               46.63 %             48.08

      Share and Per Share Data
    Weighted average shares outstanding:
     Basic                                    204,971,774         157,387,415
     Diluted                                  207,484,145         159,254,404
    Cash dividends per share                         $.56                 .48

      Net Interest Income Ratios
    Yield on earning assets                          8.02 %              8.71
    Cost of interest-bearing liabilities (6)         4.20                5.33
    Net interest margin (6)                          4.36                4.02
    Interest rate spread (6)                         3.82                3.38

    (1) Certain swap contracts that the Corporation entered into during 2000
did not qualify for hedge accounting and were marked to market through the
income statement instead of other comprehensive gains and losses.  These swap
contracts were terminated in the first quarter of 2001.  The losses on swap
contracts incurred in 2000 are considered to be non-recurring expenses.

    (2) Merger and conversion expenses incurred in the third and fourth
quarters of 2001 were related to the Corporation's acquisition of First
Vantage and SouthBanc and the pending acquisition of the divested branches of
Wachovia; 2000 merger expenses were related to the Corporation's merger with
CCB Financial Corporation.  After-tax merger expense totaled $1.9 million and
$5.4 million in the third and fourth quarters of 2001 and $15.8 million in the
fourth quarter of 2000. These expenses are considered to be non-recurring.

    (3) The Corporation defines cash net income as GAAP net income adjusted
for the after-tax impact of goodwill and core deposit amortization.  Operating
GAAP earnings and operating cash earnings, respectively, are defined as GAAP
net income and cash net income, adjusted for the after-tax cash impact of
non-recurring expenses discussed in (1) and (2) above.  Average tangible
assets and equity for the periods are determined as average total assets or
stockholders' equity, respectively, less average unamortized goodwill and core
deposit premium.

    (4) Loan balances by category are presented in accordance with the
Corporation's internal classification system which uses the purpose of the
borrowing to determine the reporting category.

    (5) Average balances exclude the mark to market adjustment for Statement
of Accounting Standards No. 115.

    (6) The Corporation's trust preferred securities were previously
considered mezzanine capital and were not included in liabilities nor was the
related interest expense included in the net interest margin.  With the
issuance of $200 million of trust preferred securities in the fourth quarter
of 2001, the Corporation reclassed the previously outstanding trust preferred
securities balances and the related interest expense to be included in
interest-bearing liabilities and interest expense.

    (7) NYSE symbol:  NCF


                     NATIONAL COMMERCE FINANCIAL CORPORATION
              Average Balances and Net Interest Income Analysis
                Three Months Ended December 31, 2001 and 2000
                 (Taxable Equivalent Basis-In Thousands) (1)

                                                           2001
                                                         Interest  Average
                                             Average     Income/    Yield/
                                             Balance     Expense     Rate
    Earning assets:
    Loans (2)                             $ 11,773,105    228,452    7.71 %
    U.S. Treasury and agency
     obligations (3)                         3,167,743     47,801    6.04
    States and political subdivision
     obligations                               154,339      4,454   11.54
    Other securities                           869,003     14,504    6.68
    Trading securities                          90,714        917    4.04
    Federal funds sold and other
     short-term investments                     43,272        318    2.92
    Time deposits in other banks                29,044        247    3.37
        Total earning assets (3)            16,127,220    296,693    7.32

    Non-earning assets:
    Cash and due from banks                    430,220
    Premises and equipment                     209,935
    Goodwill                                   923,549
    Core deposit premium                       249,704
    All other assets, net                      590,911
        Total assets                      $ 18,531,539

    Interest-bearing liabilities:
    Savings and time deposits             $ 10,552,457     83,400    3.14 %
    Short-term borrowed funds                1,105,663      5,055    1.81
    FHLB advances                            2,273,482     25,148    4.39
    Trust preferred securities and
     long-term debt                            121,149      1,223    4.05
        Total interest-bearing
         liabilities                        14,052,751    114,826    3.24

    Other liabilities and stockholders'
     equity:
    Demand deposits                          1,595,390
    Other liabilities                          442,244
    Stockholders' equity                     2,441,154
        Total liabilities and
         stockholders' equity             $ 18,531,539

    Net interest income and net interest
       margin (4)                                       $ 181,867    4.50 %

    Interest rate spread (5)                                         4.08 %

                                                            2000
                                                          Interest    Average
                                              Average      Income/     Yield/
                                              Balance      Expense     Rate
    Earning assets:
    Loans (2)                                10,925,092     258,241     9.41
    U.S. Treasury and agency
     obligations (3)                          3,245,000      57,846     7.13
    States and political subdivision
     obligations                                188,203       3,791     8.06
    Other securities                            892,799      18,772     8.41
    Trading securities                           54,926         797     5.81
    Federal funds sold and other
     short-term investments                      45,090         819     7.22
    Time deposits in other banks                 40,305         685     6.78
        Total earning assets (3)             15,391,415     340,951     8.83

    Non-earning assets:
    Cash and due from banks                     416,709
    Premises and equipment                      200,416
    Goodwill                                    942,307
    Core deposit premium                        297,799
    All other assets, net                       320,067
        Total assets                         17,568,713

    Interest-bearing liabilities:
    Savings and time deposits                10,453,782     136,149     5.18
    Short-term borrowed funds                 1,158,326      17,849     6.13
    FHLB advances                             1,716,218      27,586     6.39
    Trust preferred securities and
     long-term debt                              89,306       1,647     7.38
        Total interest-bearing
         liabilities                         13,417,632     183,231     5.43

    Other liabilities and stockholders'
     equity:
    Demand deposits                           1,394,011
    Other liabilities                           357,352
    Stockholders' equity                      2,399,718
        Total liabilities and
         stockholders' equity                17,568,713

    Net interest income and net interest
       margin (4)                                           157,720     4.09

    Interest rate spread (5)                                            3.40

    (1) The taxable equivalent basis is computed using 35% federal and
         applicable state tax rates in 2001 and 2000.
    (2) The average loan balances include non-accruing loans.  Loan fees of
         $5,055,000 and $5,006,000 for 2001 and 2000, respectively, are
         included in interest income.
    (3) The average balances for debt and equity securities exclude the
         effect of their mark-to-market adjustment, if any.
    (4) Net interest margin is computed by dividing net interest income by
         total earning assets.
    (5) Interest rate spread equals the earning asset yield minus the
         interest-bearing liability rate.

                     NATIONAL COMMERCE FINANCIAL CORPORATION
                Average Balances and Net Interest Income Analysis
                      Years Ended December 31, 2001 and 2000
                   (Taxable Equivalent Basis-In Thousands) (1)

                                                           2001
                                                         Interest   Average
                                             Average      Income/    Yield/
                                             Balance      Expense    Rate
    Earning assets:
    Loans (2)                             $ 11,332,177     957,939   8.45 %
    U.S. Treasury and agency
     obligations (3)                         2,997,402     205,741   6.87
    States and political subdivision
     obligations                               165,652      13,729   8.29
    Equity securities and other
     securities (3)                            984,023      69,383   7.05
    Trading account securities                  67,389       3,230   4.79
    Federal funds sold and other
     short-term investments                     62,065       2,927   4.72
    Time deposits in other banks                27,870       1,257   4.51
       Total earning assets                 15,636,578   1,254,206   8.02

    Non-earning assets:
    Cash and due from banks                    401,214
    Premises and equipment                     205,401
    Goodwill                                   920,738
    Core deposit premium                       263,273
    All other assets, net                      479,808
        Total assets                      $ 17,907,012

    Interest-bearing liabilities:
    Savings and time deposits             $ 10,502,689     429,623   4.09 %
    Short-term borrowed funds                1,079,070      39,066   3.62
    FHLB advances                            1,948,861      97,838   5.02
    Trust preferred securities and
     long-term debt                             93,656       5,225   5.58
        Total interest-bearing
         liabilities                        13,624,276     571,752   4.20

    Other liabilities and stockholders'
     equity:
    Demand deposits                          1,448,014
    Other liabilities                          416,573
    Stockholders' equity                     2,418,149
        Total liabilities and
         stockholders' equity             $ 17,907,012

    Net interest income and net interest
       margin (4)                                         $682,454   4.36 %

    Interest rate spread (5)                                         3.82 %

                                                            2000
                                                           Interest   Average
                                               Average      Income/    Yield/
                                               Balance      Expense     Rate
    Earning assets:
    Loans (2)                                 7,427,320     698,614     9.41
    U.S. Treasury and agency
     obligations (3)                          2,488,612     177,307     7.12
    States and political subdivision
     obligations                                158,693      12,815     8.08
    Equity securities and other
     securities (3)                             754,632      59,581     7.90
    Trading account securities                   40,064       2,482     6.19
    Federal funds sold and other
     short-term investments                     136,043       8,893     6.54
    Time deposits in other banks                 27,937       1,597     5.72
       Total earning assets                  11,033,301     961,289     8.71

    Non-earning assets:
    Cash and due from banks                     293,618
    Premises and equipment                      123,688
    Goodwill                                    520,525
    Core deposit premium                        163,899
    All other assets, net                       266,951
        Total assets                         12,401,982

    Interest-bearing liabilities:
    Savings and time deposits                 7,227,569     364,433     5.04
    Short-term borrowed funds                 1,159,814      69,577     6.00
    FHLB advances                             1,247,613      77,912     6.24
    Trust preferred securities and
     long-term debt                              72,529       5,282     7.28
        Total interest-bearing
         liabilities                          9,707,525     517,204     5.33

    Other liabilities and stockholders'
     equity:
    Demand deposits                             930,713
    Other liabilities                           241,527
    Stockholders' equity                      1,522,217
        Total liabilities and
         stockholders' equity                12,401,982

    Net interest income and net interest
       margin (4)                                           444,085     4.02

    Interest rate spread (5)                                            3.38

    (1) The taxable equivalent basis is computed using 35% federal and
         applicable state tax rates in 2001 and 2000.
    (2) The average loan balances include non-accruing loans.  Loan fees of
         $20,838,000 and $14,235,000 for 2001 and 2000, respectively, are
         included in interest income.
    (3) The average balances for debt and equity securities exclude the effect
         of their mark-to-market adjustment, if any.
    (4) Net interest margin is computed by dividing net interest income by
         total earning assets.
    (5) Interest rate spread equals the earning asset yield minus the
         interest-bearing liability rate.




SOURCE National Commerce Financial Corporation




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