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National Commerce Financial Announces 22.9 Percent Increase In Operating Cash EPS

    MEMPHIS, Tenn., April 15 /PRNewswire-FirstCall/ -- National Commerce
Financial Corporation (NYSE: NCF) today announced record first quarter
earnings.

                      First Quarter Financial Highlights

    * Operating cash EPS of $.43
    * Cash return on average tangible equity improved to 29.83 percent
    * Cash return on average tangible assets of 1.97 percent
    * Cash efficiency ratio improved to 46.54 percent
    * Annualized net loan charge-offs of .26 percent

    OPERATING CASH EARNINGS
    For the quarter ended March 31, 2002, NCF's operating cash earnings,
defined as net income adjusted for goodwill amortization, core deposit
amortization and non-recurring expenses, net of tax, were $88.7 million
compared to $73.5 million in the first quarter of 2001, an increase of 20.7
percent.  Operating cash earnings per diluted share were $.43 in first quarter
2002, compared to $.35 per share in first quarter 2001, a 22.9 percent
increase.
    During the quarter, the Company reported non-cash core deposit
amortization expense, net of tax, of $10.6 million and non-recurring expenses,
net of tax, of $3.2 million, consisting primarily of conversion and
integration costs associated with the acquisition of the Wachovia branch
divestitures which closed February 14, 2002.  In first quarter 2001, the
Company reported non-cash goodwill and core deposit amortization expense, net
of tax, of $21.3 million.  The reduction in non-cash amortization expense is
the result of a FASB accounting change that became effective January 1, 2002,
and which no longer allows companies to amortize goodwill.
    On an operating cash basis, the Company's annualized return on average
tangible assets and return on average tangible equity were 1.97 percent and
29.83 percent, respectively, for the first quarter of 2002.  These compared
with 2001 first quarter returns of 1.82 percent and 25.29 percent,
respectively.
    "National Commerce once again produced record quarterly earnings driven by
our industry leading financial performance and we were rewarded with a new
record high common stock price," noted Ernest C. Roessler, president and chief
executive officer of NCF.  "Net interest income increased over the fourth
quarter aided by a strong core net interest margin, while we also improved our
cash efficiency ratio with good expense control.  Equally important, we
continue to make strategic investments that will strengthen our franchise and
further position us for continued earnings growth.  The first quarter
acquisition of the Wachovia branch divestitures allowed us to enter Asheville,
NC, and Savannah, GA, and have the immediate opportunity to serve thousands of
new customers.  Additionally, at the end of this month we will open the first
of 30 Kroger in-store branches in the nearly $60 billion Atlanta deposit
market.  Lastly, we are pleased to have partnered with Fifth Third in an
effort to better serve the retirement needs of their small- and medium-sized
businesses.  This agreement is an indication of our commitment to fully
develop a wholesale distribution strategy for the many products within our
Financial Enterprises unit.  We remain very optimistic about our momentum and
prospects for the rest of the year and reaffirm our cash earnings per share
guidance of $1.75 - $1.80 for 2002."

    OPERATING GAAP EARNINGS
    For the quarter ended March 31, 2002, NCF's operating GAAP earnings,
defined as net income adjusted for non-recurring expenses, net of tax, were
$78.1 million, compared to $52.3 million, reported for the same period a year
earlier.  Operating earnings per diluted share were $.38, compared to $.25 per
diluted share in the same period of 2001.

    GAAP NET INCOME
    For the quarter ended March 31, 2002, NCF's GAAP net income was $74.9
million, compared to $52.3 million, reported for the same period a year
earlier.  GAAP net income per diluted share was $.36 for the first quarter
2002 compared to $.25 in the first quarter of 2001.

    BALANCE SHEET TRENDS
    Consolidated assets totaled $20.1 billion at March 31, 2002, up 13.1
percent from $17.8 billion at March 31, 2001.  During the first quarter of
2002, NCF's average loans and leases increased to $12.1 billion, compared to
$11.0 billion for the first quarter of 2001 and $11.8 billion in fourth
quarter 2001.  Average deposits increased to $13.3 billion in the first
quarter of 2002 from $11.9 billion in first quarter 2001 and $12.1 billion in
fourth quarter 2001.
    Adjusting for acquisitions accounted for using the purchase accounting
method, average loans and average core deposits increased 2.9 percent and 6.3
percent, respectively, over the year ago quarter.  Average loans for the
quarter were adversely affected by an increase in the amount of payoffs from
refinanced mortgage loans compared to the Company's experience in 2001 and the
continuing managed decline in the Company's State Farm indirect auto
portfolio.  Excluding these two categories and loans acquired in purchase
acquisitions, average loan growth increased 8.2 percent versus first quarter
2001 and 6.2 percent annualized versus fourth quarter 2001.  Average core
deposits, excluding purchased deposits, increased 1.1% annualized versus
fourth quarter 2001.  Average DDA accounts, excluding purchased deposits,
increased 26.0% versus first quarter 2001 and 13.4% annualized versus fourth
quarter 2001.

    NET INTEREST INCOME
    Net interest income, on a taxable equivalent basis, was $186.1 million in
the first quarter of 2002, compared to $159.3 million for the first quarter of
2001, an increase of 16.8 percent.  The first quarter net interest margin was
4.39 percent, compared to 4.14 percent for first quarter 2001 and 4.50 percent
in fourth quarter 2001.  The decline from fourth quarter 2001 is entirely due
to the impact of the Wachovia branch acquisition, which added approximately
$1.4 billion in deposits and approximately $450 million in loans.  As a result
of this transaction, the Company's ratio of average loans to total average
earning assets declined from 73% in the fourth quarter of 2001 to 71% in the
first quarter.  Overall, the cost of interest-bearing liabilities decreased
from 3.24 percent in fourth quarter 2001 to 2.83 percent in first quarter
2002, while the taxable equivalent yield on earning assets decreased from 7.32
percent to 6.86 percent.

    NON-INTEREST INCOME AND EXPENSE
    Non-interest income totaled $85.3 million in first quarter 2002 versus
$73.9 million for first quarter 2001, an increase of 15.4 percent.  Strong
increases were experienced in deposit service charges and other banking fee
income.
    Financial Enterprises, comprised of NCF's transaction processing, trust
and asset management, consulting, broker/dealer and insurance businesses,
earned cash net income of $8.0 million for the first quarter of 2002 as
compared to $8.3 million for the first quarter of 2001, a decline of 3.6
percent.
    Cash non-interest expense (total non-interest expense less goodwill
amortization, core deposit amortization and non-recurring expenses) for first
quarter 2002 was $126.3 million, compared to $109.8 million in first quarter
2001 and $129.2 million in fourth quarter 2001.  The Company's cash efficiency
ratio, the ratio of cash non-interest expense to net revenues, was 46.54
percent for first quarter 2002, compared to 47.09 percent for first quarter
2001 and 47.07 percent for fourth quarter 2001.  The banking cash efficiency
ratio was 42.23 percent in the first quarter of 2002 compared to 43.21 percent
for first quarter 2001 and 43.24 percent in fourth quarter 2001.

    PROVISION FOR LOAN LOSSES
    The provision for loan losses in the first quarter of 2002 was $5.5
million, compared to $6.4 million for first quarter 2001.  Annualized net
charge-offs for the first quarter of 2002 were .26 percent of average loans,
compared to .22 percent of average loans in the year-ago quarter and .25
percent in the fourth quarter of 2001.

    NON-PERFORMING LOANS AND ASSETS
    Non-performing assets amounted to $44.3 million at March 31, 2002, or .36
percent of net loans plus other real estate, compared to $16.5 million at
March 31, 2001, or .15 percent and $33.5 million at December 31, 2001, or .28
percent.  The increase in non-performing assets is primarily attributable to
two secured commercial relationships, neither of which is expected to result
in a significant charge-off.  The loan loss reserve amounts to 1.31 percent of
total net loans at March 31, 2002, compared to 1.30 percent at March 31, 2001
and 1.31 percent at December 31, 2001.

    ABOUT NCF
    National Commerce Financial Corporation is a diversified financial
services company with $20.1 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
                           Quarterly Financial Results
                                First Quarter 2002

                       Page
    Highlights            1 Current Quarter Financial Highlights
                            - First Quarter 2002 vs Fourth Quarter 2001
                            - First Quarter 2002 vs First Quarter 2001

                          2 Five Quarter Financial Highlights


    Income Statement      3 Current Quarter Consolidated Statement of Income
                            - First Quarter 2002 vs Fourth Quarter 2001
                            - First Quarter 2002 vs First Quarter 2001

                          4 Five Quarter Consolidated Statements of Income

                          5 Current Quarter Operating Segment Statement of
                            Income
                            - First Quarter 2002 vs Fourth Quarter 2001
                            - First Quarter 2002 vs First Quarter 2001

                          6 Five Quarter Operating Segment Statements of
                            Income


    Balance Sheet         7 Current Quarter Average Balance Sheet
                            - First Quarter 2002 vs Fourth Quarter 2001
                            - First Quarter 2002 vs First Quarter 2001

                          8 Five Quarter Average Balance Sheets

                          9 Current Quarter  End of Period Balance Sheet
                            - First Quarter 2002 vs Fourth Quarter 2001
                            - First Quarter 2002 vs First Quarter 2001

                         10 Five Quarter End of Period Balance Sheets


    Asset Quality        11 Current Quarter Asset Quality Analysis
                            - First Quarter 2002 vs Fourth Quarter 2001
                            - First Quarter 2002 vs First Quarter 2001

                         12 Five Quarter Asset Quality Analysis


    Net Interest Margin  13 Five Quarter Average Balance Sheets and Net
                            Interest Income Analysis



                     NATIONAL COMMERCE FINANCIAL CORPORATION
                       Current Quarter Financial Highlights
                  (In Thousands Except Share and Per Share Data)

                                                                        %
                                             Three Months Ended       Change
    Earnings and Earnings Per Share       03/31/2002    12/31/2001 Fav/(Unfav)
    Revenues                              $  271,354      274,528       (1.2)

    GAAP net income                       $   74,899       59,860       25.1
    Non-recurring expenses, after-tax          3,211        5,400       40.5
    Operating GAAP earnings                   78,110       65,260       19.7
    Amortization of goodwill and
     core deposit, net of tax                 10,620       21,041       49.5
    Operating cash earnings               $   88,730       86,301        2.8

    Average basic shares outstanding     205,745,885  204,533,263
    Average diluted shares outstanding   208,287,199  206,807,357

    Basic EPS - GAAP                      $      .36          .29       24.1
    Diluted EPS - GAAP                           .36          .29       24.1

    Basic EPS - Operating GAAP                   .38          .32       18.8
    Diluted EPS - Operating GAAP                 .38          .32       18.8

    Basic EPS -Operating Cash                    .43          .42        2.4
    Diluted EPS - Operating Cash                 .43          .42        2.4

    Key Performance Ratios
    Net interest margin                         4.39  %      4.50
    Cash efficiency ratio                      46.54        47.07
    Banking cash efficiency ratio              42.23        43.24
    Cash return on average assets               1.84         1.85
    Cash return on average tangible
     assets                                     1.97         1.97
    Cash return on average equity              14.47        14.03
    Cash return on average tangible
     equity                                    29.83        27.00

    Asset Quality Ratios
    Loan loss allowance to total loans          1.31  %      1.31
    Net loans charged-off (annualized) to
     average loans                               .26          .25
    Nonperforming assets to loans and
     foreclosed real estate                      .36          .28
    Loan loss allowance to net charge-
     offs (annualized)                          5.05 x       5.26
    Loan loss allowance to nonperforming
     assets                                     3.61 x       4.67

    Selected Average Balances
    Assets                               $19,547,879   18,531,539       5.5
    Tangible assets                       18,266,619   17,358,286       5.2
    Loans                                 12,108,855   11,773,105       2.9
    Core deposits                         11,733,235   10,846,023       8.2
    Stockholders' equity                   2,487,581    2,441,154       1.9
    Tangible stockholders' equity          1,206,321    1,267,901      (4.9)

    Selected Period End Balances
    Assets                               $20,086,505   19,273,713       4.2
    Tangible assets                       18,726,573   18,076,092       3.6
    Loans                                 12,264,784   11,974,765       2.4
    Core deposits                         12,568,334   11,253,445      11.7
    Stockholders' equity                   2,502,225    2,455,331       1.9
    Tangible stockholders' equity          1,142,293    1,257,710      (9.2)
    Shares outstanding                   206,163,422  205,058,713
    Number of banking offices                    445          407
    Number of ATMs                               533          483
    Number of full-time equivalent
     employees (FTE)                           5,278        4,935

    Capital Ratios
    Average equity to average assets           12.73  %     13.17
    Average tangible equity to average
     tangible assets                            6.60         7.30
    Period-end tangible equity to period-
     end tangible assets                        6.10         6.96
    Risk-based capital ratios:
    Tier 1 capital                              9.95  E     11.04
    Total capital                              11.15  E     12.25
    Leverage ratio                              7.50  E      8.65

    E - Estimated


                     NATIONAL COMMERCE FINANCIAL CORPORATION
                       Current Quarter Financial Highlights
                  (In Thousands Except Share and Per Share Data)

                                                                        %
                                              Three Months Ended     Change
    Earnings and Earnings Per Share       03/31/2002   03/31/2001  Fav/(Unfav)
    Revenues                              $  271,354      233,180     16.4

    GAAP net income                       $   74,899       52,290     43.2
    Non-recurring expenses, after-tax          3,211           --       --
    Operating GAAP earnings                   78,110       52,290     49.4
    Amortization of goodwill and
     core deposit, net of tax                 10,620       21,250     50.0
    Operating cash earnings               $   88,730       73,540     20.7

    Average basic shares outstanding     205,745,885  205,632,478
    Average diluted shares outstanding   208,287,199  208,544,880

    Basic EPS - GAAP                      $      .36          .25     44.0
    Diluted EPS - GAAP                           .36          .25     44.0

    Basic EPS - Operating GAAP                   .38          .25     52.0
    Diluted EPS - Operating GAAP                 .38          .25     52.0

    Basic EPS -Operating Cash                    .43          .36     19.4
    Diluted EPS - Operating Cash                 .43          .35     22.9

    Key Performance Ratios
    Net interest margin                         4.39         4.14
    Cash efficiency ratio                      46.54        47.09
    Banking cash efficiency ratio              42.23        43.21
    Cash return on average assets               1.84         1.70
    Cash return on average tangible
     assets                                     1.97         1.82
    Cash return on average equity              14.47        12.47
    Cash return on average tangible
     equity                                    29.83        25.29

    Asset Quality Ratios
    Loan loss allowance to total loans          1.31         1.30
    Net loans charged-off (annualized) to
     average loans                               .26          .22
    Nonperforming assets to loans and
     foreclosed real estate                      .36          .15
    Loan loss allowance to net charge-
     offs (annualized)                          5.05         5.96
    Loan loss allowance to nonperforming
     assets                                     3.61         8.74

    Selected Average Balances
    Assets                              $ 19,547,879   17,581,548      11.2
    Tangible assets                       18,266,619   16,368,869      11.6
    Loans                                 12,108,855   11,033,307       9.7
    Core deposits                         11,733,235    9,909,925      18.4
    Stockholders' equity                   2,487,581    2,391,764       4.0
    Tangible stockholders' equity          1,206,321    1,179,085       2.3

    Selected Period End Balances
    Assets                              $ 20,086,505   17,761,836      13.1
    Tangible assets                       18,726,573   16,566,690      13.0
    Loans                                 12,264,784   11,092,775      10.6
    Core deposits                         12,568,334   10,328,895      21.7
    Stockholders' equity                   2,502,225    2,395,852       4.4
    Tangible stockholders' equity          1,142,293    1,200,706      (4.9)
    Shares outstanding                   206,163,422  205,487,104
    Number of banking offices                    445          377
    Number of ATMs                               533          453
    Number of full-time equivalent
     employees (FTE)                           5,278        4,716

    Capital Ratios
    Average equity to average assets           12.73        13.60
    Average tangible equity to average
     tangible assets                            6.60         7.20
    Period-end tangible equity to period-
     end tangible assets                        6.10         7.25
    Risk-based capital ratios:
    Tier 1 capital                              9.95         9.87
    Total capital                              11.15        11.15
    Leverage ratio                              7.50         7.42

    E - Estimated



                     NATIONAL COMMERCE FINANCIAL CORPORATION
                        Five Quarter Financial Highlights
                  (In Thousands Except Share and Per Share Data)

                                                  Three Months Ended
    Earnings and Earnings Per Share     03/31/2002     12/31/2001   09/30/2001
    Revenues                           $  271,354        274,528      252,165

    GAAP net income                    $   74,899         59,860       57,611
    Non-recurring expenses, after-tax       3,211          5,400        1,904
    Operating GAAP earnings                78,110         65,260       59,515
    Amortization of goodwill and
     core deposit, net of tax              10,620         21,041       20,837
    Operating cash earnings            $   88,730         86,301       80,352

    Average Basic Shares Outstanding  205,745,885    204,533,263  204,307,702
    Average Diluted Shares
     Outstanding                      208,287,199    206,807,357  206,723,011

    Basic EPS - GAAP                   $      .36            .29          .28
    Diluted EPS - GAAP                        .36            .29          .28

    Basic EPS - Operating GAAP                .38            .32          .29
    Diluted EPS - Operating GAAP              .38            .32          .29

    Basic EPS -Operating Cash                 .43            .42          .39
    Diluted EPS - Operating Cash              .43            .42          .39

    Key Performance Ratios
    Net interest margin                      4.39  %        4.50         4.42
    Cash efficiency ratio                   46.54          47.07        44.85
    Banking cash efficiency ratio           42.23          43.24        41.14
    Cash return on average assets            1.84           1.85         1.78
    Cash return on average tangible
     assets                                  1.97           1.97         1.90
    Cash return on average equity           14.47          14.03        13.20
    Cash return on average tangible
     equity                                 29.83          27.00        25.48

    Asset Quality Ratios
    Loan loss allowance to total
     loans                                   1.31  %        1.31         1.31
    Net loans charged-off
     (annualized) to average loans            .26            .25          .21
    Nonperforming assets to loans and
     foreclosed real estate                   .36            .28          .21
    Loan loss allowance to net
     charge-offs (annualized)                5.05 x         5.26         6.19
    Loan loss allowance to
     nonperforming assets                    3.61 x         4.67         6.32

    Selected Average Balances
    Assets                           $ 19,547,879     18,531,539   17,899,618
    Tangible assets                    18,266,619     17,358,286   16,734,682
    Loans                              12,108,855     11,773,105   11,370,853
    Core deposits                      11,733,235     10,846,023   10,373,805
    Stockholders' equity                2,487,581      2,441,154    2,415,884
    Tangible stockholders' equity       1,206,321      1,267,901    1,250,948

    Selected Period End Balances
    Assets                           $ 20,086,505     19,273,713   18,481,554
    Tangible assets                    18,726,573     18,076,092   17,322,978
    Loans                              12,264,784     11,974,765   11,516,651
    Core deposits                      12,568,334     11,253,445   10,615,568
    Stockholders' equity                2,502,225      2,455,331    2,414,864
    Tangible stockholders' equity       1,142,293      1,257,710    1,256,288
    Shares outstanding                206,163,422    205,058,713  204,032,413
    Number of banking offices                 445            407          393
    Number of ATMs                            533            483          466
    Number of full-time equivalent
     employees (FTE)                        5,278          4,935        4,809

    Capital Ratios
    Average equity to average assets        12.73  %       13.17        13.50
    Average tangible equity to
     average tangible assets                 6.60           7.30         7.48
    Period-end tangible equity to
     period-end tangible assets              6.10           6.96         7.25
    Risk-based capital ratios:
    Tier 1 capital                           9.95 E        11.04         9.72
    Total capital                           11.15 E        12.25        10.97
    Leverage ratio                           7.50 E         8.65         7.59

    E - Estimated


                     NATIONAL COMMERCE FINANCIAL CORPORATION
                        Five Quarter Financial Highlights
                  (In Thousands Except Share and Per Share Data)

                                                      Three Months Ended
    Earnings and Earnings Per Share              06/30/2001        03/31/2001
    Revenues                                    $  247,469           233,180

    GAAP net income                             $   55,535            52,290
    Non-recurring expenses, after-tax                   --                --
    Operating GAAP earnings                         55,535            52,290
    Amortization of goodwill and
     core deposit, net of tax                       20,965            21,250
    Operating cash earnings                     $   76,500            73,540

    Average Basic Shares Outstanding           205,433,029       205,632,478
    Average Diluted Shares Outstanding         207,891,271       208,544,880

    Basic EPS - GAAP                            $      .27               .25
    Diluted EPS - GAAP                                 .27               .25

    Basic EPS - Operating GAAP                         .27               .25
    Diluted EPS - Operating GAAP                       .27               .25

    Basic EPS -Operating Cash                          .37               .36
    Diluted EPS - Operating Cash                       .37               .35

    Key Performance Ratios
    Net interest margin                               4.38              4.14
    Cash efficiency ratio                            47.53             47.09
    Banking cash efficiency ratio                    43.93             43.21
    Cash return on average assets                     1.74              1.70
    Cash return on average tangible
     assets                                           1.87              1.82
    Cash return on average equity                    12.66             12.47
    Cash return on average tangible
     equity                                          24.80             25.29

    Asset Quality Ratios
    Loan loss allowance to total loans                1.30              1.30
    Net loans charged-off (annualized) to
     average loans                                     .17               .22
    Nonperforming assets to loans and
     foreclosed real estate                            .17               .15
    Loan loss allowance to net charge-
     offs (annualized)                                7.75              5.96
    Loan loss allowance to nonperforming
     assets                                           7.44              8.74

    Selected Average Balances
    Assets                                   $  17,604,925        17,581,548
    Tangible assets                             16,419,104        16,368,869
    Loans                                       11,142,888        11,033,307
    Core deposits                               10,138,381         9,909,925
    Stockholders' equity                         2,423,250         2,391,764
    Tangible stockholders' equity                1,237,429         1,179,085

    Selected Period End Balances
    Assets                                   $  17,952,690        17,761,836
    Tangible assets                             16,784,227        16,566,690
    Loans                                       11,236,246        11,092,775
    Core deposits                               10,292,517        10,328,895
    Stockholders' equity                         2,387,523         2,395,852
    Tangible stockholders' equity                1,219,060         1,200,706
    Shares outstanding                         204,359,873       205,487,104
    Number of banking offices                          379               377
    Number of ATMs                                     454               453
    Number of full-time equivalent
     employees (FTE)                                 4,766             4,716

    Capital Ratios
    Average equity to average assets                 13.76             13.60
    Average tangible equity to average
     tangible assets                                  7.54              7.20
    Period-end tangible equity to period-
     end tangible assets                              7.26              7.25
    Risk-based capital ratios:
    Tier 1 capital                                    9.86              9.87
    Total capital                                    11.12             11.15
    Leverage ratio                                    7.55              7.42

    E - Estimated



                     NATIONAL COMMERCE FINANCIAL CORPORATION
                Current Quarter Consolidated Statements of Income
                  (In Thousands Except Share and Per Share Data)

                                           Three Months Ended        % Change
    Income Statement                    03/31/2002    12/31/2001   Fav/(Unfav)
    Loan income (TE)                     $220,821       228,452        (3.3)
    Securities income (TE)                 68,943        67,676         1.9
    Other interest income (TE)                317           565       (43.9)
       Total interest income (TE)         290,081       296,693        (2.2)

    Savings/NOW and money market expense   17,402        20,899        16.7
    Jumbo and brokered CD expense           8,818         9,044         2.5
    Consumer time deposit expense          48,614        53,457         9.1
       Interest expense on deposits        74,834        83,400        10.3
    Short-term borrowed funds expense       3,500         5,055        30.8
    FHLB advances expense                  23,189        25,148         7.8
    Trust preferred securities and long-
     term debt expense                      2,481         1,223      (102.9)
       Total interest expense             104,004       114,826         9.4

    Net interest income (TE)              186,077       181,867         2.3
    Taxable equivalent adjustment           7,396         9,431       (21.6)
    Net interest income                   178,681       172,436         3.6
    Provision for loan losses               5,514         6,892        20.0
    Net interest income after provision   173,167       165,544         4.6

    Service charges on deposits            33,826        34,061         (.7)
    Other service charges and fees          9,205         9,476        (2.9)
    Broker/dealer revenue                  15,413        21,624       (28.7)
    Asset management                       12,900        12,498         3.2
    Equity earnings from First Market
     Bank                                     516           685       (24.7)
    Other                                  10,697        11,565        (7.5)
    Investment securities gains, net        2,720         2,752        (1.2)
       Total noninterest income            85,277        92,661        (8.0)

    Personnel                              68,878        69,155          .4
    Occupancy                              10,977         9,211       (19.2)
    Equipment                               6,227         5,797        (7.4)
    Goodwill amortization                      --        12,060       100.0
    Core deposit amortization              17,410        14,722       (18.3)
    Other                                  40,205        45,051        10.8
    Conversion/merger expenses              4,940         8,242        40.1
       Total noninterest expense          148,637       164,238         9.5

    Income before income taxes            109,807        93,967        16.9
    Income taxes                           34,908        34,107        (2.3)
    GAAP net income                        74,899        59,860        25.1
    Non-recurring conversion/merger
     expenses, after-tax                    3,211         5,400        40.5
    Operating GAAP earnings                78,110        65,260        19.7
    Amortization of goodwill and core
     deposit, net of tax                   10,620        21,041        49.5
    Operating cash earnings             $  88,730        86,301         2.8

    Average Common Shares Outstanding
    Basic                             205,745,885   204,533,263
    Diluted                           208,287,199   206,807,357

    Earnings and Dividends Per Share
    Basic GAAP                          $     .36           .29        24.1
    Diluted GAAP                              .36           .29        24.1

    Basic operating GAAP                      .38           .32        18.8
    Diluted operating GAAP                    .38           .32        18.8

    Basic operating cash                      .43           .42         2.4
    Diluted operating cash                    .43           .42         2.4

    Cash dividends                            .15           .15          --


                     NATIONAL COMMERCE FINANCIAL CORPORATION
                Current Quarter Consolidated Statements of Income
                  (In Thousands Except Share and Per Share Data)

                                           Three Months Ended     % Change
    Income Statement                    03/31/2002    03/31/2001  Fav/(Unfav)
    Loan income (TE)                    $  220,821       249,355      (11.4)
    Securities income (TE)                  68,943        79,051      (12.8)
    Other interest income (TE)                 317         1,855      (82.9)
       Total interest income (TE)          290,081       330,261      (12.2)

    Savings/NOW and money market expense    17,402        35,791       51.4
    Jumbo and brokered CD expense            8,818        29,685       70.3
    Consumer time deposit expense           48,614        64,683       24.8
       Interest expense on deposits         74,834       130,159       42.5
    Short-term borrowed funds expense        3,500        15,831       77.9
    FHLB advances expense                   23,189        23,416        1.0
    Trust preferred securities and long-
     term debt expense                       2,481         1,552      (59.9)
       Total interest expense              104,004       170,958       39.2

    Net interest income (TE)               186,077       159,303       16.8
    Taxable equivalent adjustment            7,396         7,170        3.2
    Net interest income                    178,681       152,133       17.5
    Provision for loan losses                5,514         6,380       13.6
    Net interest income after provision    173,167       145,753       18.8

    Service charges on deposits             33,826        27,290       24.0
    Other service charges and fees           9,205         8,736        5.4
    Broker/dealer revenue                   15,413        15,066        2.3
    Asset management                        12,900        13,882       (7.1)
    Equity earnings from First Market
     Bank                                      516           334       54.5
    Other                                   10,697         7,849       36.3
    Investment securities gains, net         2,720           720      277.8
       Total noninterest income             85,277        73,877       15.4

    Personnel                               68,878        59,900      (15.0)
    Occupancy                               10,977         9,322      (17.8)
    Equipment                                6,227         5,835       (6.7)
    Goodwill amortization                       --        12,074      100.0
    Core deposit amortization               17,410        15,042      (15.7)
    Other                                   40,205        34,736      (15.7)
    Conversion/merger expenses               4,940            --         --
       Total noninterest expense           148,637       136,909       (8.6)

    Income before income taxes             109,807        82,721       32.7
    Income taxes                            34,908        30,431      (14.7)
    GAAP net income                         74,899        52,290       43.2
    Non-recurring conversion/merger
     expenses, after-tax                     3,211            --         --
    Operating GAAP earnings                 78,110        52,290       49.4
    Amortization of goodwill and core
     deposit, net of tax                    10,620        21,250       50.0
    Operating cash earnings              $  88,730        73,540       20.7

    Average Common Shares Outstanding
    Basic                              205,745,885   205,632,478
    Diluted                            208,287,199   208,544,880

    Earnings and Dividends Per Share
    Basic GAAP                           $     .36           .25       44.0
    Diluted GAAP                               .36           .25       44.0

    Basic operating GAAP                       .38           .25       52.0
    Diluted operating GAAP                     .38           .25       52.0

    Basic operating cash                       .43           .36       19.4
    Diluted operating cash                     .43           .35       22.9

    Cash dividends                             .15           .13       15.4



    NATIONAL COMMERCE FINANCIAL CORPORATION
    Five Quarter Consolidated Statements of Income
    (In Thousands Except Share and Per Share Data)

    Three Months Ended
    Income Statement  03/31/    12/31/       09/30/       06/30/      03/31/
                       2002      2001         2001         2001        2001

    Loan income (TE)$220,821   228,452      237,958      242,174     249,355
    Securities
     income (TE)      68,943    67,676       71,610      73,746       79,051
    Other interest
     income (TE)         317       565          790         974        1,855
    Total interest
     income (TE)     290,081   296,693      310,358     316,894      330,261

    Savings/NOW and money
     market expense   17,402    20,899       26,395      29,164       35,791
    Jumbo and brokered
     CD expense        8,818     9,044       16,210      21,994       29,685
    Consumer time
     deposit expense  48,614    53,457       59,452      62,849       64,683
    Interest expense
     on deposits      74,834    83,400      102,057     114,007      130,159
    Short-term borrowed
     funds expense     3,500     5,055        8,602       9,578       15,831
    FHLB advances
     expense          23,189    25,148       25,586      23,688       23,416
    Trust preferred
     securities and
     long-term debt
     expense           2,481     1,223        1,180       1,270        1,552
    Total interest
     expense         104,004   114,826      137,425     148,543      170,958

    Net interest
     income (TE)     186,077   181,867      172,933     168,351      159,303
    Taxable equivalent
     adjustment        7,396     9,431        7,866       6,874        7,170
    Net interest
     income          178,681   172,436      165,067     161,477      152,133
    Provision for
     loan losses       5,514     6,892        9,623       6,304        6,380
    Net interest income
     after provision 173,167   165,544      155,444     155,173      145,753

    Service charges
     on deposits      33,826    34,061       29,639      30,460       27,290
    Other service
     charges and fees  9,205     9,476        9,427       9,064        8,736
    Broker/dealer
     revenue          15,413    21,624       15,114      16,202       15,066
    Asset management  12,900    12,498       11,422      13,382       13,882
    Equity earnings
     from First
     Market Bank        516        685          699         498          334
    Other            10,697     11,565       10,343       8,937        7,849
    Investment
     securities gains,
     net              2,720      2,752        2,588         575          720
    Total noninterest
     income          85,277     92,661       79,232      79,118       73,877

    Personnel        68,878     69,155       58,063      62,447       59,900
    Occupancy        10,977      9,211        9,610       9,159        9,322
    Equipment         6,227      5,797        6,399       6,135        5,835
    Goodwill
     amortization        --     12,060       12,060      12,046       12,074
    Core deposit
     amortization    17,410     14,722       14,389      14,622       15,042
    Other            40,205     45,051       39,028      39,891       34,736
    Conversion/merger
     expenses         4,940      8,242        3,122          --           --
    Total noninterest
     expense        148,637    164,238      142,671     144,300      136,909

    Income before
     income taxes   109,807     93,967       92,005      89,991       82,721
    Income taxes     34,908     34,107       34,394      34,456       30,431
    GAAP net income  74,899     59,860       57,611      55,535       52,290
    Non-recurring
     conversion/merger
     expenses,
     after-tax        3,211      5,400        1,904          --           --
    Operating GAAP
     earnings        78,110     65,260       59,515      55,535       52,290
    Amortization of
     goodwill and
     core deposit,
     net of tax      10,620     21,041       20,837      20,965       21,250
    Operating cash
     earnings      $ 88,730     86,301       80,352      76,500       73,540

    Average Common Shares Outstanding

    Basic      205,745,885  204,533,263  204,307,702  205,433,029  205,632,478
    Diluted    208,287,199  206,807,357  206,723,011  207,891,271  208,544,880

    Earnings and Dividends Per Share

    Basic GAAP     $    .36        .29          .28         .27          .25
    Diluted GAAP        .36        .29          .28         .27          .25

    Basic operating
     GAAP               .38        .32          .29         .27          .25
    Diluted operating
     GAAP               .38        .32          .29         .27          .25

    Basic operating
     cash               .43        .42          .39         .37          .36
    Diluted operating
     cash               .43        .42          .39         .37          .35

    Cash dividends      .15        .15          .15         .13          .13


                     NATIONAL COMMERCE FINANCIAL CORPORATION
              Current Quarter Operating Segment Statement of Income
                                  (In Thousands)

                                            %                             %
                     Three Months Ended   Change  Three Months Ended   Change
                                           Fav/                          Fav/
                  03/31/2002  12/31/2001 (Unfav) 03/31/2002 03/31/2001 (Unfav)
    Traditional Banking
    Net interest
     income (TE)    $181,636    177,273    2.5      181,636   155,001   17.2
    Provision for loan
     losses           (5,514)    (6,892)  20.0       (5,514)   (6,380)  13.6
    Noninterest
     income           46,809     46,109    1.5       46,809    36,221   29.2
    Intangibles
     amortization    (17,410)   (26,335)  33.9      (17,410)  (26,668)  34.7
    Noninterest
     expense        (101,402)  (104,822)   3.3     (101,402)  (82,620) (22.7)
    Income before income
     taxes (TE)      104,119     85,333   22.0      104,119    75,554   37.8
    Income taxes     (37,201)   (36,614)  (1.6)     (37,201)  (31,269) (19.0)
    GAAP net income   66,918     48,719   37.4       66,918    44,285   51.1
    Non-recurring
     expenses,
     after-tax         3,211      5,400   40.5        3,211        --     --
    Operating GAAP
     earnings         70,129     54,119   29.6       70,129    44,285   58.4
    Amortization of
     goodwill and
     core deposit, net
     of tax           10,620     20,768   48.9       10,620    20,977   49.4
    Operating cash
     earnings      $  80,749     74,887    7.8       80,749    65,262   23.7


    Financial Enterprises
    Net interest income
     (TE)          $   4,441      4,594   (3.3)       4,441     4,302    3.2
    Provision for loan
     losses               --         --     --           --        --     --
    Noninterest
     income           39,620     47,736  (17.0)      39,620    38,333    3.4
    Intangibles
     amortization         --       (447) 100.0           --      (448) 100.0
    Noninterest
     expense         (30,977)   (33,818)   8.4      (30,977)  (27,850) (11.2)
    Income before income
     taxes (TE)       13,084     18,065  (27.6)      13,084    14,337   (8.7)
    Income taxes      (5,103)    (6,924)  26.3       (5,103)   (6,332)  19.4
    GAAP net income    7,981     11,141  (28.4)       7,981     8,005    (.3)
    Non-recurring
     expenses,
     after-tax            --         --     --           --        --     --
    Operating GAAP
     earnings          7,981     11,141  (28.4)       7,981     8,005    (.3)
    Amortization of
     goodwill and
     core deposit, net
     of tax               --        273     --           --       273     --
    Operating cash
     earnings       $  7,981     11,414  (30.1)       7,981     8,278   (3.6)


    Fully Consolidated
    Net interest income
     (TE)           $186,077    181,867    2.3      186,077   159,303   16.8
    Provision for loan
     losses           (5,514)    (6,892)  20.0       (5,514)   (6,380)  13.6
    Noninterest
     income           85,277     92,661   (8.0)      85,277    73,877   15.4
    Intangibles
     amortization    (17,410)   (26,782)  35.0      (17,410)  (27,116)  35.8
    Noninterest
     expense        (131,227)  (137,456)   4.5     (131,227) (109,793) (19.5)
    Income before income
     taxes (TE)      117,203    103,398   13.4      117,203    89,891   30.4
    Income taxes     (42,304)   (43,538)   2.8      (42,304)  (37,601) (12.5)
    GAAP net income   74,899     59,860   25.1       74,899    52,290   43.2
    Non-recurring
     expenses,
     after-tax         3,211      5,400   40.5        3,211        --     --
    Operating GAAP
     earnings         78,110     65,260   19.7       78,110    52,290   49.4
    Amortization of
     goodwill and
     core deposit, net
     of tax           10,620     21,041   49.5       10,620    21,250   50.0
    Operating cash
     earnings      $  88,730     86,301    2.8       88,730    73,540   20.7

    Note:  Inter-segment eliminations are not separately presented.



                     NATIONAL COMMERCE FINANCIAL CORPORATION
               Five Quarter Operating Segment Statements of Income
                                  (In Thousands)

                                          Three Months Ended
                       03/31/2002  12/31/2001 09/30/2001 06/30/2001 03/31/2001
    Traditional Banking
    Net interest
     income (TE)         $ 181,636   177,273    168,033   163,629   155,001
    Provision for loan
     losses                 (5,514)   (6,892)    (9,623)   (6,304)   (6,380)
    Noninterest income      46,809    46,109     41,127    38,973    36,221
    Intangibles
     amortization          (17,410)  (26,335)   (26,001)  (26,221)  (26,668)
    Noninterest expense   (101,402) (104,822)   (89,176)  (89,009)  (82,620)
    Income before income
     taxes (TE)            104,119    85,333     84,360    81,068    75,554
    Income taxes           (37,201)  (36,614)   (37,195)  (34,757)  (31,269)
    GAAP net income         66,918    48,719     47,165    46,311    44,285
    Non-recurring expenses,
     after-tax               3,211     5,400      1,904        --        --
    Operating GAAP earnings 70,129    54,119     49,069    46,311    44,285
    Amortization of goodwill
     and core deposit, net of
     tax                    10,620    20,768     20,564    20,692    20,977
    Operating cash
     earnings            $  80,749    74,887     69,633    67,003    65,262


    Financial Enterprises
    Net interest
     income (TE)         $   4,441     4,594      4,900     4,722     4,302
    Provision for loan
     losses                     --        --         --        --        --
    Noninterest income      39,620    47,736     39,908    40,781    38,333
    Intangibles
     amortization               --      (447)      (448)     (447)     (448)
    Noninterest expense    (30,977)  (33,818)   (28,849)  (29,259)  (27,850)
    Income before income
     taxes (TE)             13,084    18,065     15,511    15,797    14,337
    Income taxes            (5,103)   (6,924)    (5,065)   (6,573)   (6,332)
    GAAP net income          7,981    11,141     10,446     9,224     8,005
    Non-recurring expenses,
     after-tax                  --        --         --        --        --
    Operating GAAP earnings  7,981    11,141     10,446     9,224     8,005
    Amortization of goodwill
     and core deposit, net of
     tax                        --       273        273       273       273
    Operating cash
     earnings            $   7,981    11,414     10,719     9,497     8,278


    Fully Consolidated
    Net interest
     income (TE)         $ 186,077   181,867    172,933   168,351   159,303
    Provision for loan
     losses                 (5,514)   (6,892)    (9,623)   (6,304)   (6,380)
    Noninterest income      85,277    92,661     79,232    79,118    73,877
    Intangibles
     amortization          (17,410)  (26,782)   (26,449)  (26,668)  (27,116)
    Noninterest expense   (131,227) (137,456)  (116,222) (117,632) (109,793)
    Income before income
     taxes (TE)            117,203   103,398     99,871    96,865    89,891
    Income taxes           (42,304)  (43,538)   (42,260)  (41,330)  (37,601)
    GAAP net income         74,899    59,860     57,611    55,535    52,290
    Non-recurring expenses,
     after-tax               3,211     5,400      1,904        --        --
    Operating GAAP earnings 78,110    65,260     59,515    55,535    52,290
    Amortization of goodwill
     and core deposit, net of
     tax                    10,620    21,041     20,837    20,965    21,250
    Operating cash
     earnings            $  88,730    86,301     80,352    76,500    73,540


    Note:  Inter-segment eliminations are not separately presented.



                     NATIONAL COMMERCE FINANCIAL CORPORATION
                      Current Quarter Average Balance Sheet
                                  (In Thousands)

                                               Three Months Ended        %
                                           03/31/2002   12/31/2001 Incr/(Decr)
    Assets
    Cash and due from banks               $    472,661      430,220     9.9
    Time deposits in other banks                28,133       29,044    (3.1)
    Federal funds sold and
     other short-term investments               28,898       43,272   (33.2)
    Investment securities (1)                4,829,779    4,191,085    15.2
    Trading securities                          75,722       90,714   (16.5)

    Loans:
       Commercial                            2,987,844    2,839,398     5.2
       Construction and commercial real
        estate                               3,411,639    3,262,322     4.6
       Mortgage                              1,790,963    1,853,465    (3.4)
       Consumer                              3,717,714    3,619,796     2.7
       Revolving credit                         65,489       60,938     7.5
       Lease financing                         135,206      137,186    (1.4)
    Total loans                             12,108,855   11,773,105     2.9
    Allowance for loan losses                  157,676      154,273     2.2
    Net loans                               11,951,179   11,618,832     2.9

    Bank owned life insurance                  213,996      199,190     7.4
    Investment in First Market Bank             24,722       24,097     2.6
    Premises and equipment                     230,541      209,935     9.8
    Goodwill                                 1,010,192      923,549     9.4
    Core deposit premium                       271,068      249,704     8.6
    Other assets                               410,988      521,897   (21.3)
    Total assets                          $ 19,547,879   18,531,539     5.5


    Liabilities
    Deposits:
       Demand deposits (noninterest-
        bearing)                          $  1,746,302    1,595,390     9.5
       Savings, NOW and money market
        accounts                             5,484,307    5,017,308     9.3
       Jumbo and brokered certificates of
        deposit                              1,571,856    1,301,824    20.7
    Time deposits                            4,502,626    4,233,325     6.4
    Total deposits                          13,305,091   12,147,847     9.5
    Short-term borrowings                      971,252    1,105,663   (12.2)
    FHLB advances                            2,093,957    2,273,482    (7.9)
    Trust preferred securities and long-
     term debt                                 282,050      121,149   132.8
    Other liabilities                          407,948      442,244    (7.8)
    Total liabilities                       17,060,298   16,090,385     6.0

    Stockholders' Equity
    Common stock                               411,492      409,067      .6
    Additional paid-in capital               1,765,703    1,741,256     1.4
    Retained earnings                          297,896      257,955    15.5
    Accumulated other comprehensive
     income                                     12,490       32,876   (62.0)
    Total stockholders' equity               2,487,581    2,441,154     1.9

    Total liabilities and stockholders'
     equity                              $  19,547,879   18,531,539     5.5

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


                     NATIONAL COMMERCE FINANCIAL CORPORATION
                      Current Quarter Average Balance Sheet
                                  (In Thousands)

                                              Three Months Ended         %

                                           03/31/2002   03/31/2001 Incr/(Decr)
    Assets
    Cash and due from banks               $    472,661       346,416     36.4
    Time deposits in other banks                28,133        28,200      (.2)
    Federal funds sold and
     other short-term investments               28,898       100,589    (71.3)
    Investment securities (1)                4,829,779     4,204,465     14.9
    Trading securities                          75,722        64,191     18.0

    Loans:
       Commercial                            2,987,844     2,656,499     12.5
       Construction and commercial real
        estate                               3,411,639     2,889,249     18.1
       Mortgage                              1,790,963     1,785,875       .3
       Consumer                              3,717,714     3,509,229      5.9
       Revolving credit                         65,489        62,211      5.3
       Lease financing                         135,206       130,244      3.8
    Total loans                             12,108,855    11,033,307      9.7
    Allowance for loan losses                  157,676       143,726      9.7
    Net loans                               11,951,179    10,889,581      9.7

    Bank owned life insurance                  213,996        83,321    156.8
    Investment in First Market Bank             24,722        22,378     10.5
    Premises and equipment                     230,541       205,552     12.2
    Goodwill                                 1,010,192       930,169      8.6
    Core deposit premium                       271,068       282,510     (4.1)
    Other assets                               410,988       424,176     (3.1)
    Total assets                         $  19,547,879    17,581,548     11.2


    Liabilities
    Deposits:
       Demand deposits (noninterest-
        bearing)                         $   1,746,302     1,284,045     36.0
       Savings, NOW and money market
        accounts                             5,484,307     4,455,858     23.1
       Jumbo and brokered certificates of
        deposit                              1,571,856     2,031,238    (22.6)
    Time deposits                            4,502,626     4,170,022      8.0
    Total deposits                          13,305,091    11,941,163     11.4
    Short-term borrowings                      971,252     1,179,763    (17.7)
    FHLB advances                            2,093,957     1,544,128     35.6
    Trust preferred securities and long-
     term debt                                 282,050        89,222    216.1
    Other liabilities                          407,948       435,508     (6.3)
    Total liabilities                       17,060,298    15,189,784     12.3

    Stockholders' Equity
    Common stock                               411,492       411,105       .1
    Additional paid-in capital               1,765,703     1,767,878      (.1)
    Retained earnings                          297,896       189,004     57.6
    Accumulated other comprehensive
     income                                     12,490        23,777    (47.5)
    Total stockholders' equity               2,487,581     2,391,764      4.0

    Total liabilities and stockholders'
     equity                               $ 19,547,879    17,581,548     11.2

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



                     NATIONAL COMMERCE FINANCIAL CORPORATION
                       Five Quarter Average Balance Sheets
                                  (In Thousands)

                                                  Three Months Ended
                                          03/31/2002   12/31/2001  09/30/2001
    Assets
    Cash and due from banks              $    472,661     430,220     425,866
    Time deposits in other banks               28,133      29,044      29,048
    Federal funds sold and
     other short-term investments              28,898      43,272      52,336
    Investment securities (1)               4,829,779   4,191,085   4,103,249
    Trading securities                         75,722      90,714      54,379

    Loans:
       Commercial                           2,987,844   2,839,398   2,754,651
       Construction and commercial real
        estate                              3,411,639   3,262,322   3,071,879
       Mortgage                             1,790,963   1,853,465   1,775,924
       Consumer                             3,717,714   3,619,796   3,569,413
       Revolving credit                        65,489      60,938      61,125
       Lease financing                        135,206     137,186     137,861
    Total loans                            12,108,855  11,773,105  11,370,853
    Allowance for loan losses                 157,676     154,273     146,786
    Net loans                              11,951,179  11,618,832  11,224,067

    Bank owned life insurance                 213,996     199,190     187,822
    Investment in First Market Bank            24,722      24,097      23,348
    Premises and equipment                    230,541     209,935     203,270
    Goodwill                                1,010,192     923,549     911,204
    Core deposit premium                      271,068     249,704     253,732
    Other assets                              410,988     521,897     431,297
    Total assets                         $ 19,547,879  18,531,539  17,899,618


    Liabilities
    Deposits:
       Demand deposits (noninterest-
        bearing)                         $  1,746,302   1,595,390   1,491,593
       Savings, NOW and money market
        accounts                            5,484,307   5,017,308   4,657,037
       Jumbo and brokered certificates of
        deposit                             1,571,856   1,301,824   1,504,141
    Time deposits                           4,502,626   4,233,325   4,225,175
    Total deposits                         13,305,091  12,147,847  11,877,946
    Short-term borrowings                     971,252   1,105,663   1,047,314
    FHLB advances                           2,093,957   2,273,482   2,090,236
    Trust preferred securities and long-
     term debt                                282,050     121,149      82,015
    Other liabilities                         407,948     442,244     386,223
    Total liabilities                      17,060,298  16,090,385  15,483,734

    Stockholders' Equity
    Common stock                              411,492     409,067     408,912
    Additional paid-in capital              1,765,703   1,741,256   1,733,906
    Retained earnings                         297,896     257,955     246,566
    Accumulated other comprehensive
     income                                    12,490      32,876      26,500
    Total stockholders' equity              2,487,581   2,441,154   2,415,884

    Total liabilities and stockholders'
     equity                              $ 19,547,879  18,531,539  17,899,618

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


                     NATIONAL COMMERCE FINANCIAL CORPORATION
                       Five Quarter Average Balance Sheets
                                  (In Thousands)

                                                       Three Months Ended
                                                 06/30/2001        03/31/2001
    Assets
    Cash and due from banks                   $    401,156           346,416
    Time deposits in other banks                    25,166            28,200
    Federal funds sold and
     other short-term investments                   52,800           100,589
    Investment securities (1)                    4,090,134         4,204,465
    Trading securities                              60,125            64,191

    Loans:
       Commercial                                2,689,381         2,656,499
       Construction and commercial real
        estate                                   2,950,444         2,889,249
       Mortgage                                  1,814,964         1,785,875
       Consumer                                  3,493,513         3,509,229
       Revolving credit                             61,235            62,211
       Lease financing                             133,351           130,244
    Total loans                                 11,142,888        11,033,307
    Allowance for loan losses                      144,188           143,726
    Net loans                                   10,998,700        10,889,581

    Bank owned life insurance                      138,796            83,321
    Investment in First Market Bank                 22,834            22,378
    Premises and equipment                         202,822           205,552
    Goodwill                                       918,208           930,169
    Core deposit premium                           267,613           282,510
    Other assets                                   426,571           424,176
    Total assets                             $  17,604,925        17,581,548


    Liabilities
    Deposits:
       Demand deposits (noninterest-
        bearing)                             $   1,417,129         1,284,045
       Savings, NOW and money market
        accounts                                 4,525,169         4,455,858
       Jumbo and brokered certificates of
        deposit                                  1,696,004         2,031,238
    Time deposits                                4,196,083         4,170,022
    Total deposits                              11,834,385        11,941,163
    Short-term borrowings                          984,703         1,179,763
    FHLB advances                                1,878,033         1,544,128
    Trust preferred securities and long-
     term debt                                      82,016            89,222
    Other liabilities                              402,538           435,508
    Total liabilities                           15,181,675        15,189,784

    Stockholders' Equity
    Common stock                                   411,253           411,105
    Additional paid-in capital                   1,762,875         1,767,878
    Retained earnings                              222,531           189,004
    Accumulated other comprehensive
     income                                         26,591            23,777
    Total stockholders' equity                   2,423,250         2,391,764

    Total liabilities and stockholders'
     equity                                  $  17,604,925        17,581,548

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



                     NATIONAL COMMERCE FINANCIAL CORPORATION
                   Current Quarter End of Period Balance Sheet
                                  (In Thousands)

                                                     As of               %
                                            03/31/2002  12/31/2001 Incr/(Decr)
    Assets
    Cash and due from banks               $    455,126      561,429   (18.93)
    Time deposits in other banks                27,657       31,118   (11.12)
    Federal funds sold and
     other short-term investments               11,871       51,873   (77.12)
    Investment securities:
    Available for sale                       4,366,436    3,611,706    20.90
    Held to maturity                           719,841      900,750   (20.08)
    Trading securities                          96,583      197,214   (51.03)

    Loans:
       Commercial                            3,044,614    2,900,346      5.0
       Construction and commercial real
        estate                               3,455,569    3,361,232      2.8
       Mortgage                              1,717,904    1,912,345    (10.2)
       Consumer                              3,845,195    3,602,013      6.8
       Revolving credit                         68,060       61,731     10.3
       Lease financing                         133,442      137,098     (2.7)
    Total loans                             12,264,784   11,974,765      2.4
    Allowance for loan losses                  160,194      156,401      2.4
    Net loans                               12,104,590   11,818,364      2.4

    Bank owned life insurance                  216,212      212,376      1.8
    Investment in First Market Bank             25,067       24,550      2.1
    Premises and equipment                     245,037      219,595     11.6
    Goodwill                                 1,070,496      946,157     13.1
    Core deposit premium                       289,436      251,464     15.1
    Other assets                               458,153      447,117      2.5
    Total assets                          $ 20,086,505   19,273,713      4.2


    Liabilities
    Deposits:
       Demand deposits (noninterest-
        bearing)                          $  1,995,028    1,732,140     15.2
       Savings, NOW and money market
        accounts                             5,846,894    5,230,621     11.8
       Jumbo and brokered certificates of
        deposit                              1,583,986    1,366,034     16.0
    Time deposits                            4,726,412    4,290,684     10.2
    Total deposits                          14,152,320   12,619,479     12.1
    Short-term borrowings                      853,227    1,141,617    (25.3)
    FHLB advances                            1,878,220    2,306,554    (18.6)
    Trust preferred securities and long-
     term debt                                 282,032      282,018       --
    Other liabilities                          418,481      468,714    (10.7)
    Total liabilities                       17,584,280   16,818,382      4.6

    Stockholders' Equity
    Common stock                               412,327      410,117       .5
    Additional paid-in capital               1,777,898    1,756,128      1.2
    Retained earnings                          320,064      276,342     15.8
    Accumulated other comprehensive
     income                                     (8,064)      12,744   (163.3)
    Total stockholders' equity               2,502,225    2,455,331      1.9

    Total liabilities and stockholders'
     equity                                $20,086,505   19,273,713      4.2


                     NATIONAL COMMERCE FINANCIAL CORPORATION
                   Current Quarter End of Period Balance Sheet
                                  (In Thousands)

                                                   As of               %
                                           03/31/2002  03/31/2001 Incr/(Decr)
    Assets
    Cash and due from banks               $   455,126      491,757    (7.45)
    Time deposits in other banks               27,657       34,146   (19.00)
    Federal funds sold and
     other short-term investments              11,871       28,839   (58.84)
    Investment securities:
    Available for sale                      4,366,436    2,293,383    90.39
    Held to maturity                          719,841    1,874,022   (61.59)
    Trading securities                         96,583       77,989    23.84

    Loans:
       Commercial                           3,044,614    2,669,147     14.1
       Construction and commercial real
        estate                              3,455,569    2,925,171     18.1
       Mortgage                             1,717,904    1,819,191     (5.6)
       Consumer                             3,845,195    3,486,245     10.3
       Revolving credit                        68,060       60,816     11.9
       Lease financing                        133,442      132,205       .9
    Total loans                            12,264,784   11,092,775     10.6
    Allowance for loan losses                 160,194      144,039     11.2
    Net loans                              12,104,590   10,948,736     10.6

    Bank owned life insurance                 216,212       84,539    155.8
    Investment in First Market Bank            25,067       22,668     10.6
    Premises and equipment                    245,037      202,445     21.0
    Goodwill                                1,070,496      922,481     16.0
    Core deposit premium                      289,436      272,665      6.2
    Other assets                              458,153      508,166     (9.8)
    Total assets                         $ 20,086,505   17,761,836     13.1


    Liabilities
    Deposits:
       Demand deposits (noninterest-
        bearing)                         $  1,995,028    1,532,741     30.2
       Savings, NOW and money market
        accounts                            5,846,894    4,613,763     26.7
       Jumbo and brokered certificates of
        deposit                             1,583,986    1,950,014    (18.8)
    Time deposits                           4,726,412    4,182,391     13.0
    Total deposits                         14,152,320   12,278,909     15.3
    Short-term borrowings                     853,227      958,129    (10.9)
    FHLB advances                           1,878,220    1,597,504     17.6
    Trust preferred securities and long-
     term debt                                282,032       81,716    245.1
    Other liabilities                         418,481      449,726     (6.9)
    Total liabilities                      17,584,280   15,365,984     14.4

    Stockholders' Equity
    Common stock                              412,327      410,975       .3
    Additional paid-in capital              1,777,898    1,764,798       .7
    Retained earnings                         320,064      191,400     67.2
    Accumulated other comprehensive
     income                                    (8,064)      28,679   (128.1)
    Total stockholders' equity              2,502,225    2,395,852      4.4

    Total liabilities and stockholders'
     equity                              $ 20,086,505   17,761,836     13.1




SOURCE National Commerce Financial Corporation




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    CONTACT:
    Tim Schools of National Commerce Financial
    Corporation, +1-901-523-3087