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National Commerce Financial Announces Record Third Quarter Results

    MEMPHIS, Tenn., Oct. 11 /PRNewswire/ -- National Commerce Financial
Corporation (NYSE: NCF) today announced record third quarter earnings.
    For the quarter ended September 30, 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 $80.4 million
compared to $69.8 million in the third quarter of 2000, an increase of 15.2%.
Operating cash earnings per diluted share were $.39 in third quarter 2001,
compared to $.34 per share in third quarter 2000, a 14.7 percent increase.
    On an operating cash basis, the Company's annualized return on average
tangible assets and return on average tangible shareholders' equity were 1.90
percent and 25.48 percent, respectively, for the third quarter.  These
compared with 2000 third quarter returns of 1.75 percent and 24.59 percent,
respectively.
    "I am very pleased with our performance in the third quarter," noted
Ernest C. Roessler, president and chief executive officer of NCF.  "Credit
quality remained solid despite continued weakness in the economy.  Good loan
and deposit growth accompanied by a 3 basis point improvement in the net
margin drove growth in net interest income from last quarter, which offset a
slight decline in fee revenues.  Expense control was good, resulting in an
improved efficiency ratio.  While posting solid results, we continued to
execute on our expansion strategy, completing our acquisition of First
Vantage-Tennessee (Knoxville, TN) during the quarter and announcing the
acquisitions of SouthBanc Shares, Inc. (Anderson, SC) and the divested
branches of Wachovia.  The integration efforts for the latter transactions
have begun and are on track."
    For the nine months ended September 30, 2001, NCF's operating cash
earnings were $230.4 million compared to $127.3 million for the nine months
ended September 30, 2000.  Operating cash earnings per diluted share were
$1.11 for the nine months ended September 30, 2001, compared to $.89 per share
for the nine months ended September 30, 2000, a 24.7 percent increase.
    On an operating cash basis, the Company's annualized return on average
tangible assets and return on average tangible shareholders' equity were 1.87
percent and 25.19 percent respectively, for the first nine months of 2001.
These compared with 2000 returns for the same period of 1.67 percent and 23.31
percent, respectively.
    For the quarter and nine months ended September 30, 2001, the Company
reported non-recurring expenses, net of tax, of $1.9 million, consisting of
conversion and integration costs associated with the acquisitions of First
Vantage, SouthBanc and the divested branches of Wachovia.  For the quarter and
nine months ended September 30, 2000, the Company reported non-recurring
expenses, net of tax, of $42.3 million and $47.1 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.
    For the quarter and nine months ended September 30, 2001, respectively,
NCF's diluted earnings per share were $.28 and $.80, compared to $.03 and
$.38, respectively, per share in the same periods of 2000.  Net income for the
quarter and nine months ended September 30, 2001, respectively, were $57.6
million and $165.4 million, compared to $5.8 million and $53.7 million,
respectively, reported for the same periods a year earlier.
    Consolidated assets totaled $18.5 billion at September 30, 2001, up 4.5
percent from $17.7 billion at September 30, 2000.  During the third quarter of
2001, NCF's average loans and leases increased to $11.4 billion, compared to
$10.5 billion for the third quarter of 2000.  Average deposits increased to
$11.9 billion in the third quarter of 2001 from $11.3 billion in third quarter
2000.  Excluding approximately $67 million of loans and $75 million of
deposits attributable to the third quarter 2001 acquisition of First Vantage,
average loans and average deposits increased 7.9 percent and 4.6 percent,
respectively, over the year ago quarter.

    NET INTEREST EARNINGS
    Net interest earnings, on a taxable equivalent basis, were $173.5 million
in the third quarter of 2001, compared to $156.7 million for the third quarter
of 2000, a 10.7 percent increase.  The third quarter net interest margin was
4.43 percent, compared to 4.20 percent for third quarter 2000 and 4.40 percent
in second quarter 2001.  The cost of interest-bearing liabilities decreased
from 4.45 percent in second quarter 2001 to 4.00 percent in third quarter
2001, while the taxable equivalent yield on earning assets decreased from 8.26
percent to 7.91 percent.

    NON-INTEREST INCOME AND EXPENSE
    Non-interest income (excluding securities gains and losses) totaled $76.6
million in third quarter 2001 versus $67.2 million for third quarter 2000, an
increase of 14.0 percent.  Strong increases were experienced in deposit
service charges, transaction processing fees, mortgage banking and
institutional broker/dealer revenues.
    Non-interest expenses, excluding non-recurring expenses, for the third
quarter 2001 were $140.1 million, compared to $137.8 million in third quarter
2000 and $144.9 million in second quarter 2001.  The Company's cash efficiency
ratio, the ratio of non-interest expenses, excluding intangibles amortization
and non-recurring expenses, to net revenues, was 44.97 percent for the third
quarter 2001, compared to 48.16 percent for third quarter 2000 and 47.67
percent for second quarter 2001.
    Financial Enterprises, comprised of NCF's transaction processing, trust
and asset management, consulting and capital markets businesses, earned net
income of $8.4 million for the third quarter of 2001 as compared to $6.4
million for the third quarter of 2000, an increase of 31.3 percent.

    PROVISION FOR LOAN LOSSES
    The provision for loan losses in the third quarter of 2001 was $9.6
million, compared to $5.1 million for third quarter 2000.  Annualized net
charge-offs for the third quarter of 2001 were .21 percent of average loans,
compared to .18 percent of average loans in the year-ago quarter and .17
percent in the second quarter of 2001.

    NON-PERFORMING LOANS AND ASSETS
    Total risk assets, including loans past due 90 days or more, were $56.2
million (.49 percent of net loans) at September 30, 2001, compared to $39.8
million at September 30, 2000 (.37 percent of net loans) and $49.0 million at
June 30, 2001 (.44 percent of net loans) .  Non-performing assets amounted to
$23.8 million at September 30, 2001 (.21 percent of net loans) compared to
$19.6 million at June 30, 2001 (.17 percent of net loans).  The loan loss
reserve amounts to 1.31 percent of total net loans at September 30, 2001
compared to 1.32 percent at September 30, 2000 and 1.30 percent at June 30,
2001.

    ABOUT NCF
    National Commerce Financial Corporation has $18.5 billion in assets and
nearly 400 locations in nine Southeastern states.  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 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

      Income Statement     09/30/2001 06/30/2000 3/31/2001 2/31/2000 9/30/2000
    Loan income (TE)           $237,958    242,174  249,355  258,241  253,399
    Securities income (TE)       71,610     73,746   79,051   81,206   79,649
    Other interest income (TE)      790        974    1,855    1,504    3,864
       Total interest income
        (TE)                    310,358    316,894  330,261  340,951  336,912

    Savings/NOW and money
     market expense              26,395     29,164   35,791   38,193   37,568
    Jumbo and brokered CD
     expense                     16,210     21,994   29,685   34,250   33,236
    Consumer time deposit
     expense                     59,452     62,849   64,683   63,706   61,224
       Interest expense on
        deposits                102,057    114,007  130,159  136,149  132,028
    Short-term borrowed funds
     expense                      8,602      9,578   15,831   17,849   21,934
    FHLB advances expense        25,586     23,688   23,416   27,586   25,643
    Long-term debt expense          646        646      642      648      648
       Total interest expense   136,891    147,919  170,048  182,232  180,253

    Net interest income (TE)    173,467    168,975  160,213  158,719  156,659
    Taxable equivalent
     adjustment                   7,866      6,874    7,170    6,878    7,822
    Net interest income         165,601    162,101  153,043  151,841  148,837
    Provision for loan losses     9,623      6,304    6,380    5,317    5,098
    Net interest income after
     provision                  155,978    155,797  146,663  146,524  143,739

    Service charges on
     deposits                    29,639     30,460   27,290   26,063   26,640
    Other service charges and
     fees                         9,427      9,064    8,736    9,823    9,247
    Trust and employee benefit
     plan income                 11,422     13,382   13,882   13,977   14,275
    Broker/dealer revenue and
     other commissions           15,114     16,202   15,066   10,751    9,649
    Other                        11,042      9,435    8,183    8,773    7,402
    Investment securities
     gains (losses)               2,588        575      720     (141)   4,522
       Total noninterest
        income                   79,232     79,118   73,877   69,246   71,735

    Personnel                    58,063     62,447   59,900   60,626   57,241
    Occupancy                     9,610      9,159    9,322    9,661   10,119
    Equipment                     6,399      6,135    5,835    7,263    6,464
    Goodwill amortization        12,060     12,046   12,074   12,060   11,941
    Core deposit amortization    14,389     14,622   15,042   15,461   15,881
    Other                        39,562     40,515   34,974   38,667   36,175
    Losses on interest rate
     swaps (1)                        -          -      672   57,221   12,324
    Conversion/merger expenses
     (2)                          3,122          -        -   25,892   44,765
       Total noninterest
        expense                 143,205    144,924  137,819  226,851  194,910

    Income before income taxes   92,005     89,991   82,721  (11,081)  20,564
    Income taxes                 34,394     34,456   30,431   (2,669)  14,775
    GAAP net income              57,611     55,535   52,290   (8,412)   5,789
    Amortization of goodwill
     and core deposit, net of
     tax                         20,837     20,965   21,250   21,491   21,628
    Cash net income (3)          78,448     76,500   73,540   13,079   27,417
    Non-recurring items,
     after-tax (1) (2)            1,904          -        -   53,567   42,334
    Operating cash earnings
     (3)                        $80,352     76,500   73,540   66,646   69,751

     GAAP Earnings Per Share
            and Ratios
    Operating GAAP earnings
     (1) (2) (3):
       Basic earnings per
        share                      $.29        .27      .25      .22      .23
       Diluted earnings per
        share                       .29        .27      .25      .22      .23
       Return on average
        tangible assets (3)        1.41 %     1.36     1.30     1.10     1.21
       Return on average
        tangible equity (3)       18.88      18.00    17.99    15.49    16.97
    GAAP net income:
       Basic earnings per
        share                      $.28        .27      .25     (.04)     .03
       Diluted earnings per
        share                       .28        .27      .25     (.04)     .03
       Return on average
        tangible assets (3)        1.37 %     1.36     1.30     (.20)     .15
       Return on average
        tangible equity (3)       18.27      18.00    17.99    (2.89)    2.04
       Return on average
        assets                     1.28       1.27     1.21     (.19)     .13
       Return on average
        equity                     9.46       9.19     8.87    (1.39)     .98


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

                                                 Three Months Ended
    Cash Earnings Per Share and Ratios  09/30/2001     06/30/2001  03/31/2001
    Operating cash earnings (1) (2) (3):
       Basic earnings per share                $.39           .37         .36
       Diluted earnings per share               .39           .37         .35
       Return on average tangible
        assets (3)                             1.90 %        1.87        1.82
       Return on average tangible
        equity (3)                            25.48         24.80       25.29
    Cash net income (3):
       Basic earnings per share                $.38           .37         .36
       Diluted earnings per share               .38           .37         .35
       Return on average tangible
        assets (3)                             1.86 %        1.87        1.82
       Return on average tangible
        equity (3)                            24.88         24.80       25.29
    Average tangible equity to average
     tangible assets (3)                       7.48          7.54        7.20

          Cash Efficiency Ratios
    As a percentage of average tangible
     assets (3) (excluding non-
      recurring items (1) (2) and
       amortization of intangibles):
       Noninterest income                      1.88 %        1.93        1.83
       Personnel expense                       1.38          1.53        1.48
       Occupancy and equipment expense          .38           .37         .38
       Other operating expense                  .94           .99         .88
       Noninterest expense                     2.70          2.89        2.74
          Net overhead (noninterest
           exp. - noninterest inc.)             .82 %         .96         .91
    Noninterest expense as a percentage
     of net interest
        income (TE) and other income
         (excluding non-reccurring
        items (1) (2) and amortization
         of intangibles)                      44.97 %       47.67       47.29

             Average Balances
    Assets                              $17,899,618    17,604,925  17,581,548
    Tangible assets (3)                  16,734,682    16,419,104  16,368,869
    Loans (all domestic) (4):
       Commercial                         2,754,651     2,689,381   2,656,499
       Construction and commercial real
        estate                            3,071,879     2,950,444   2,889,249
       Mortgage                           1,775,924     1,814,964   1,785,875
       Consumer                           3,569,413     3,493,513   3,509,229
       Revolving credit                      61,125        61,235      62,211
       Lease financing                      137,861       133,351     130,244
          Total loans                    11,370,853    11,142,888  11,033,307
    Investment securities (5)             4,103,249     4,090,134   4,204,465
    Earning assets (5)                   15,609,871    15,371,113  15,430,752
    Goodwill                                911,204       918,208     930,169
    Core deposit premium                    253,732       267,613     282,510
    Deposits:
       Demand deposits (noninterest-
        bearing)                          1,491,593     1,417,129   1,284,045
       Savings/NOW and money market
        accounts                          4,657,037     4,525,169   4,455,858
       Jumbo and brokered CD's            1,504,141     1,696,004   2,031,238
       Consumer time deposits             4,225,175     4,196,083   4,170,022
          Total deposits                 11,877,946    11,834,385  11,941,163
    Short-term borrowed funds             1,047,314       984,703   1,179,763
    FHLB advances                         2,090,236     1,878,033   1,544,128
    Long-term debt                           39,376        39,379      39,380
    Interest-bearing liabilities         13,563,279    13,319,371  13,420,389
    Stockholders' equity                  2,415,884     2,423,250   2,391,764
    Tangible stockholders' equity (3)     1,250,948     1,237,429   1,179,085


                                                      Three Months Ended
     Cash Earnings Per Share and Ratios            12/31/2000       09/30/2000
    Operating cash earnings (1) (2) (3):
       Basic earnings per share                        .32               .34
       Diluted earnings per share                      .32               .34
       Return on average tangible assets (3)          1.62              1.75
       Return on average tangible equity (3)         22.86             24.59
    Cash net income (3):
       Basic earnings per share                        .06               .13
       Diluted earnings per share                      .06               .13
       Return on average tangible assets (3)           .32               .69
       Return on average tangible equity (3)          4.49              9.67
    Average tangible equity to average
     tangible assets (3)                              7.10              7.11

           Cash Efficiency Ratios
    As a percentage of average tangible
     assets (3) (excluding non-
      recurring items (1) (2) and
       amortization of intangibles):
       Noninterest income                             1.69              1.80
       Personnel expense                              1.48              1.44
       Occupancy and equipment expense                 .41               .42
       Other operating expense                         .94               .91
       Noninterest expense                            2.83              2.77
          Net overhead (noninterest exp.
           - noninterest inc.)                        1.14               .97
    Noninterest expense as a percentage
     of net interest
        income (TE) and other income
         (excluding non-reccurring
        items (1) (2) and amortization of
         intangibles)                                50.98             48.16

              Average Balances
    Assets                                      17,568,713        17,078,334
    Tangible assets (3)                         16,328,607        15,866,271
    Loans (all domestic) (4):
       Commercial                                2,625,855         2,491,256
       Construction and commercial real
        estate                                   2,750,605         2,527,587
       Mortgage                                  1,791,150         1,729,083
       Consumer                                  3,559,848         3,532,893
       Revolving credit                             68,753            67,889
       Lease financing                             128,881           120,352
          Total loans                           10,925,092        10,469,060
    Investment securities (5)                    4,326,002         4,155,934
    Earning assets (5)                          15,391,415        14,898,896
    Goodwill                                       942,307           911,137
    Core deposit premium                           297,799           300,926
    Deposits:
       Demand deposits (noninterest-
        bearing)                                 1,394,011         1,282,276
       Savings/NOW and money market
        accounts                                 4,343,972         4,195,504
       Jumbo and brokered CD's                   2,158,017         2,078,178
       Consumer time deposits                    3,951,793         3,736,116
          Total deposits                        11,847,793        11,292,074
    Short-term borrowed funds                    1,158,326         1,411,844
    FHLB advances                                1,716,218         1,532,451
    Long-term debt                                  39,385            37,952
    Interest-bearing liabilities                13,367,711        12,992,045
    Stockholders' equity                         2,399,718         2,340,383
    Tangible stockholders' equity (3)            1,159,612         1,128,320



                     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      09/30/2001     06/30/2001   03/31/2001
    Beginning balance                    $145,659        144,039      143,614
    Provision for loan losses               9,623          6,304        6,380
    Additions from acquired
     institutions                           1,331              -            -
    Recoveries                              1,637          1,671        2,052
    Charge-offs                            (7,763)        (6,355)      (8,007)
    Ending balance                       $150,487        145,659      144,039

    Net charge-offs by loan type:
       Commercial                            $729            519          743
       Construction and commercial
        real estate                             3             30           29
       Secured by real estate                 485             21          452
       Consumer                             3,848          3,556        4,545
       Revolving credit                       218            354           89
       Lease financing                        843            204           97
    Total net charge-offs                  $6,126          4,684        5,955

     Non-Performing and Risk Assets
    Nonaccrual loans                      $15,466         11,780       10,977
    Foreclosed real estate                  8,347          7,787        5,512
              Total nonperforming
               assets                      23,813         19,567       16,489

    Restructured loans                          -              -        2,224
    Ninety days past due and accruing      32,426         29,397       21,682
              Total risk assets           $56,239         48,964       40,395

          Asset Quality Ratios
    Total risk assets to:
       Net loans                              .49 %          .44          .36
       Total assets                           .30            .27          .23
    Loan loss allowance to total risk
     assets                                  2.68 x         2.97         3.57
    Net charge-offs to average loans
     (annualized)                             .21 %          .17          .22
    Loan loss allowance to total
     loans                                   1.31           1.30         1.30

        Share and Per Share Data
    Common shares outstanding         204,032,413    204,359,873  205,487,104
    Weighted average shares
     outstanding:
       Basic                          204,307,702    205,433,029  205,632,478
       Diluted                        206,723,011    207,891,271  208,544,880
    Cash dividends                           $.15            .13          .13
    Book value                              11.84          11.68        11.66
    Closing stock price (6)                 26.10          24.37        24.81
    High stock price for the quarter        27.05          25.55        27.44
    Low stock price for the quarter         22.00          22.15        21.56

       Net Interest Income Ratios
    Yield on earning assets                  7.91 %         8.26         8.64
    Cost of interest-bearing
     liabilities                             4.00           4.45         5.14
    Net interest margin                      4.43           4.40         4.17
    Interest rate spread                     3.91           3.81         3.50

      Other Period-End Information
    Number of offices                         393            379          377
    Intangible assets:
       Goodwill                          $909,541        910,421      922,481
       Deposit base premium               249,035        258,042      273,665
    Mortgage servicing rights               6,009          6,590        7,139
    Cash dividends                         30,687         26,706       26,774


                                              As Of And For The Three Months
                                                            Ended
          Allowance For Loan Losses              12/31/2000        09/30/2000
    Beginning balance                              143,510            62,061
    Provision for loan losses                        5,317             5,098
    Additions from acquired institutions                 -            81,097
    Recoveries                                       1,321             1,847
    Charge-offs                                     (6,534)           (6,593)
    Ending balance                                 143,614           143,510

    Net charge-offs by loan type:
       Commercial                                      432               781
       Construction and commercial real
        estate                                          23                12
       Secured by real estate                          631               675
       Consumer                                      3,485             2,894
       Revolving credit                                634               421
       Lease financing                                   8               (37)
    Total net charge-offs                            5,213             4,746

       Non-Performing and Risk Assets
    Nonaccrual loans                                 7,219            26,432
    Foreclosed real estate                           5,652             3,219
              Total nonperforming assets            12,871            29,651

    Restructured loans                               2,232             2,235
    Ninety days past due and accruing               26,362             7,949
              Total risk assets                     41,465            39,835

            Asset Quality Ratios
    Total risk assets to:
       Net loans                                       .38               .37
       Total assets                                    .23               .23
    Loan loss allowance to total risk
     assets                                           3.46              3.60
    Net charge-offs to average loans
     (annualized)                                      .19               .18
    Loan loss allowance to total loans                1.30              1.32

          Share and Per Share Data
    Common shares outstanding                  205,246,098       205,186,627
    Weighted average shares outstanding:
       Basic                                   205,334,106       205,458,341
       Diluted                                 207,800,709       207,268,076
    Cash dividends                                     .13               .13
    Book value                                       11.52             11.64
    Closing stock price (6)                          24.75             19.94
    High stock price for the quarter                 25.19             20.13
    Low stock price for the quarter                  17.65             15.25

         Net Interest Income Ratios
    Yield on earning assets                           8.83              9.01
    Cost of interest-bearing liabilities              5.42              5.52
    Net interest margin                               4.12              4.20
    Interest rate spread                              3.41              3.49

        Other Period-End Information
    Number of offices                                  378               380
    Intangible assets:
       Goodwill                                    934,467           946,527
       Deposit base premium                        287,707           303,168
    Mortgage servicing rights                        7,688             8,237
    Cash dividends                                  26,689            26,728


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

                                                Nine Months Ended September 30
        Income Statement                            2001               2000
    Loan income (TE)                              $729,487            440,373
    Securities income (TE)                         224,407            170,979
    Other interest income (TE)                       3,619              8,984
       Total interest income (TE)                  957,513            620,336

    Savings/NOW and money market expense            91,350             62,037
    Jumbo and brokered CD expense                   67,889             77,498
    Consumer time deposit expense                  186,984             88,748
       Interest expense on deposits                346,223            228,283
    Short-term borrowed funds expense               34,011             51,728
    FHLB advances expense                           72,690             50,327
    Long-term debt expense                           1,934                832
       Total interest expense                      454,858            331,170

    Net interest income (TE)                       502,655            289,166
    Taxable equivalent adjustment                   21,910             16,433
    Net interest income                            480,745            272,733
    Provision for loan losses                       22,307             11,139
    Net interest income after provision            458,438            261,594

    Service charges on deposits                     87,389             42,703
    Other service charges and fees                  27,227             20,096
    Trust and employee benefit plan
     income                                         38,686             18,987
    Broker/dealer revenue and other
     commissions                                    46,382             18,065
    Other                                           28,660             15,744
    Investment securities gains (losses)             3,883              4,650
       Total noninterest income                    232,227            120,245

    Personnel                                      180,410             99,510
    Occupancy                                       28,091             17,590
    Equipment                                       18,369             10,104
    Goodwill amortization                           36,180             14,824
    Core deposit amortization                       44,053             19,075
    Other                                          115,051             64,974
    Losses on interest rate swaps (1)                  672             20,006
    Conversion/merger expenses (2)                   3,122             44,765
       Total noninterest expense                   425,948            290,848

    Income before income taxes                     264,717             90,991
    Income taxes                                    99,281             37,269
    GAAP net income                                165,436             53,722
    Amortization of goodwill and core
     deposit, net of tax                            63,052             26,460
    Cash net income (3)                            228,488             80,182
    Non-recurring items, after-tax (1) (2)           1,904             47,097
    Operating cash earnings (3)                   $230,392            127,279

     GAAP Earnings Per Share
           and Ratios
    Operating GAAP earnings (1) (2) (3):
       Basic earnings per share                       $.82                .71
       Diluted earnings per share                      .81                .71
       Return on average tangible assets (3)          1.36 %             1.32
       Return on average tangible equity (3)         18.30              18.46
    GAAP net income:
       Basic earnings per share                       $.81                .38
       Diluted earnings per share                      .80                .38
       Return on average tangible assets (3)          1.34 %              .71
       Return on average tangible equity (3)         18.09               9.84
       Return on average assets                       1.25                .67
       Return on average equity                       9.18               5.85


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

                                   Nine Months Ended September 30
     Cash Earnings Per Share and
       Ratios                         2001           2000
    Operating cash
     earnings (1) (2) (3):
       Basic earnings per share      $1.12            .90
       Diluted earnings per
        share                         1.11            .89
       Return on average tangible
        assets (3)                    1.87 %         1.67
       Return on average
        tangible equity (3)          25.19          23.31
    Cash net income (3):
       Basic earnings
        per share                    $1.11            .57
       Diluted earnings per
        share                         1.10            .56
       Return on average
        tangible assets (3)           1.85 %         1.05
       Return on average
        tangible equity (3)          24.98          14.68
    Average tangible equity to
     average tangible assets (3)      7.41           7.17

                              As of September 30           YTD Averages
      Balance
     Sheet Data            2001           2000         2001        2000
    Assets             $18,481,554     17,665,793   17,696,543  10,666,900
    Tangible assets
     (3)                17,322,978     16,416,098   16,508,906  10,169,055
    Loans (all
     domestic) (4):
       Commercial        2,782,210      2,577,628    2,700,536   1,549,013
       Construction
        and
        commercial
        real estate      3,163,634      2,710,421    2,971,193   1,040,989
       Mortgage          1,750,961      1,793,208    1,792,218     910,301
       Consumer          3,619,187      3,585,154    3,524,272   2,663,120
       Revolving
        credit              61,902         70,930       61,520      27,619
       Lease
        financing          138,757        128,960      133,847      61,844
          Total loans   11,516,651     10,866,301   11,183,586   6,252,886
    Available for
     sale securities     2,794,233      2,406,954           --          --
    Held to maturity
     securities -
     book value          1,489,414      1,954,463           --          --
    Total investment
     securities (5)      4,283,647      4,361,417    4,132,245   3,091,667
    Trading
     securities            131,374         41,879       59,529      35,074
    Earning assets
     (5)                15,975,297     15,492,349   15,471,233   9,569,993
    Goodwill               909,541        946,527      919,791     378,905
    Core deposit
     premium               249,035        303,168      267,846     118,940
    Deposits:
       Demand deposits
        (noninterest-
        bearing)         1,564,212      1,364,830    1,398,349     775,154
       Savings/NOW
        and money market
        accounts         4,834,686      4,335,019    4,546,759   2,496,589
       Jumbo and
        brokered CD's    1,329,640      2,100,068    1,741,864   1,712,792
       Consumer time
        deposits         4,216,670      3,903,572    4,197,296   1,934,934
          Total
           deposits     11,945,208     11,703,489   11,884,268   6,919,469
    Short-term
     borrowed funds      1,308,386      1,345,004    1,070,108   1,160,313
    FHLB advances        2,243,509      1,786,181    1,839,466   1,090,271
    Long-term debt          39,375         39,087       39,378      16,983
    Interest-bearing
     liabilities        13,972,267     13,508,930   13,434,871   8,411,882
    Stockholders'
     equity              2,414,864      2,389,157    2,410,397   1,227,228
    Fair value
     adjustment for
     FAS 115 included
     in stockholders'
     equity                 33,099          1,220       25,736      (7,030)
    Tangible
     stockholders'
     equity (3)          1,256,288      1,139,462    1,222,760     729,383

                         Nine Months Ended September 30
     Allowance For Loan
       Losses                 2001            2000
    Beginning balance      $143,614          59,597
    Provision for
     loan losses             22,307          11,139
    Addition from
     acquired
     institutions             1,331          82,228
    Recoveries                5,360           3,695
    Charge-offs             (22,125)        (13,149)
    Ending balance         $150,487         143,510

    Net charge-offs
     to average loans
     (annualized)               .20 %           .20


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

                                               Nine Months Ended September 30
      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                            1.88 %              1.58
       Personnel expense                             1.46                1.31
       Occupancy and equipment expense                .38                 .36
       Other operating expense                        .94                 .85
       Noninterest expense                           2.78                2.52
          Net overhead (noninterest
           expense - noninterest income)              .90 %               .94
    Noninterest expense as a percentage
     of net interest
        income (TE) and other income
         (excluding non-recurring
       items (1) (2) and amortization of
        intangibles)                                46.62 %             46.94

     Share and Per Share Data
    Weighted average shares outstanding:
       Basic                                  205,119,550         141,288,526
       Diluted                                207,712,220         142,954,184
    Cash dividends per share                         $.41                 .35

    Net Interest Income Ratios
    Yield on earning assets                          8.27 %              8.65
    Cost of interest-bearing liabilities             4.53                5.26
    Net interest margin                              4.34                4.03
    Interest rate spread                             3.74                3.39

    (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 quarter of 2001
        were related to the Corporation's acquisition of First Vantage and
        pending acquisitions of SouthBanc and the divested branches of
        Wachovia and in the third and fourth quarters of 2000
        ($34.7 million and $15.8 million, respectively, after-tax) were
        related to the Corporation's merger with CCB Financial Corporation.
        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) NYSE symbol:  NCF




                     NATIONAL COMMERCE FINANCIAL CORPORATION
                Average Balances and Net Interest Income Analysis
                 Three Months Ended September 30, 2001 and 2000
                   (Taxable Equivalent Basis-In Thousands) (1)

                                                            2001
                                                          Interest  Average
                                             Average      Income/    Yield/
                                             Balance      Expense     Rate
    Earning assets:
    Loans (2)                               $11,370,853     237,958    8.31 %
    U.S. Treasury and agency obligations
     (3)                                      3,034,442      51,553    6.79
    States and political subdivision
     obligations                                157,226       3,463    9.24
    Other securities                            911,581      16,000    7.02
    Trading securities                           54,379         594    4.37
    Federal funds sold and other short-
     term investments                            52,369         491    3.72
    Time deposits in other banks                 29,021         299    4.09
        Total earning assets (3)             15,609,871     310,358    7.91

    Non-earning assets:
    Cash and due from banks                     425,874
    Premises and equipment                      203,270
    Goodwill                                    911,204
    Core deposit premium                        253,732
    All other assets, net                       495,667
        Total assets                        $17,899,618

    Interest-bearing liabilities:
    Savings and time deposits               $10,386,353     102,057    3.90 %
    Short-term borrowed funds                 1,047,314       8,602    4.34
    FHLB advances                             2,090,236      25,586    4.86
    Long-term debt                               39,376         646    6.58
        Total interest-bearing
         liabilities                         13,563,279     136,891    4.00

    Other liabilities and stockholders'
     equity:
    Demand deposits                           1,491,593
    Other liabilities                           386,222
    Capital trust pass-through securities        42,640
    Stockholders' equity                      2,415,884
        Total liabilities and
         stockholders' equity               $17,899,618

    Net interest income and net interest
       margin (4)                                          $173,467    4.43 %

    Interest rate spread (5)                                           3.91 %


    (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
        $4,992,000 and $3,806,000 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.


                                                            2000
                                                          Interest   Average
                                             Average      Income/    Yield/
                                             Balance      Expense     Rate
    Earning assets:
    Loans (2)                                10,469,060     253,399     9.64
    U.S. Treasury and agency obligations
     (3)                                      3,237,725      60,609     7.49
    States and political subdivision
     obligations                                188,746       3,812     8.08
    Other securities                            729,463      14,560     7.98
    Trading securities                           40,187         668     6.65
    Federal funds sold and other short-
     term investments                           185,855       3,081     6.60
    Time deposits in other banks                 47,860         783     6.50
        Total earning assets (3)             14,898,896     336,912     9.01

    Non-earning assets:
    Cash and due from banks                     376,580
    Premises and equipment                      193,787
    Goodwill                                    911,137
    Core deposit premium                        300,926
    All other assets, net                       397,008
        Total assets                         17,078,334

    Interest-bearing liabilities:
    Savings and time deposits                10,009,798     132,028     5.25
    Short-term borrowed funds                 1,411,844      21,934     6.20
    FHLB advances                             1,532,451      25,643     6.66
    Long-term debt                               37,952         648     6.86
        Total interest-bearing
         liabilities                         12,992,045     180,253     5.52

    Other liabilities and stockholders'
     equity:
    Demand deposits                           1,282,276
    Other liabilities                           413,713
    Capital trust pass-through securities        49,917
    Stockholders' equity                      2,340,383
        Total liabilities and
         stockholders' equity                17,078,334

    Net interest income and net interest
       margin (4)                                           156,659     4.20

    Interest rate spread (5)                                            3.49


    (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
        $4,992,000 and $3,806,000 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
                  Nine Months Ended September 30, 2001 and 2000
                   (Taxable Equivalent Basis-In Thousands) (1)

                                                            2001
                                                          Interest  Average
                                             Average      Income/    Yield/
                                             Balance      Expense     Rate
    Earning assets:
    Loans (2)                               $11,183,586     729,487    8.72 %
    U.S. Treasury and agency obligations
     (3)                                      2,939,998     157,940    7.17
    States and political subdivision
     obligations                                169,463       9,275    7.35
    Equity securities and other
     securities (3)                           1,022,784      54,879    7.15
    Trading account securities                   59,529       2,313    5.18
    Federal funds sold and other short-
     term investments                            68,398       2,609    5.10
    Time deposits in other banks                 27,475       1,010    4.92
       Total earning assets                  15,471,233     957,513    8.27

    Non-earning assets:
    Cash and due from banks                     391,440
    Premises and equipment                      203,873
    Goodwill                                    919,791
    Core deposit premium                        267,846
    All other assets, net                       442,360
        Total assets                        $17,696,543

    Interest-bearing liabilities:
    Savings and time deposits               $10,485,919     346,223    4.41 %
    Short-term borrowed funds                 1,070,108      34,011    4.34
    FHLB advances                             1,839,466      72,690    5.28
    Long-term debt                               39,378       1,934    6.58
        Total interest-bearing
         liabilities                         13,434,871     454,858    4.53

    Other liabilities and stockholders'
     equity:
    Demand deposits                           1,398,349
    Other liabilities                           407,913
    Capital trust pass-through securities        45,013
    Stockholders' equity                      2,410,397
        Total liabilities and
         stockholders' equity               $17,696,543

    Net interest income and net interest
       margin (4)                                          $502,655    4.34 %

    Interest rate spread (5)                                           3.74 %


    (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
        $15,783,000 and $9,229,000 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.


                                                            2000
                                                          Interest   Average
                                             Average      Income/    Yield/
                                             Balance      Expense     Rate
    Earning assets:
    Loans (2)                                 6,252,886     440,373     9.40
    U.S. Treasury and agency obligations
     (3)                                      2,234,642     138,501     7.13
    States and political subdivision
     obligations                                148,785       5,212     8.12
    Equity securities and other
     securities (3)                             708,240      26,250     7.68
    Trading account securities                   35,074       1,016     6.40
    Federal funds sold and other short-
     term investments                           166,582       4,995     6.48
    Time deposits in other banks                 23,784       3,989     5.11
       Total earning assets                   9,569,993     620,336     8.65

    Non-earning assets:
    Cash and due from banks                     252,282
    Premises and equipment                       97,925
    Goodwill                                    378,905
    Core deposit premium                        118,940
    All other assets, net                       248,855
        Total assets                         10,666,900

    Interest-bearing liabilities:
    Savings and time deposits                 6,144,315     228,283     4.96
    Short-term borrowed funds                 1,160,313      51,728     5.97
    FHLB advances                             1,090,271      50,327     6.17
    Long-term debt                               16,983         832     6.58
        Total interest-bearing
         liabilities                          8,411,882     331,170     5.26

    Other liabilities and stockholders'
     equity:
    Demand deposits                             775,154
    Other liabilities                           202,722
    Capital trust pass-through securities        49,914
    Stockholders' equity                      1,227,228
        Total liabilities and
         stockholders' equity                10,666,900

    Net interest income and net interest
       margin (4)                                           289,166     4.03

    Interest rate spread (5)                                            3.39


    (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
        $15,783,000 and $9,229,000 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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  • http://www.ncfcorp.com
    CONTACT:
    Eileen M. Sarro, +1-919-683-7642, or M.J.A.
    "Jekka" Pinckney, +1-901-523-3525, both of National Commerce
    Financial Corporation