8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 16, 2003

National Commerce Financial Corporation

(Exact name of registrant as specified in its charter)

Tennessee	0-6094	62-0784645
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Commerce Square, Memphis, Tennessee 38150

(Address of principal executive offices)

Registrant’s telephone number, including area code (901) 523-3434

N/A

(Former name or former address, if changed since last report)

Item 7. Financial Statements and Exhibits.

The following exhibits are furnished pursuant to Items 9 and 12 (reported herein under the Item 9 caption in accordance with the guidance provided in SEC Release Nos. 33-8216 and 34-47583), is not to be considered “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any previous or future filing by the Registrant under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act:

Exhibit No. 99.1  News Release.

Exhibit No. 99.2  Supplemental Financial Tables.

Item 9. Regulation FD Disclosure (Furnished under Items 9 and 12 Pursuant to SEC Release Nos. 33-8216 and 34-47583)

On October 16, 2003, the Registrant issued an earnings release for the quarter ended September 30, 2003, a copy of which is furnished as Exhibit 99.1 to this Current Report.

After filing this Current Report, the Registrant will hold an investor conference call and webcast to discuss financial results for the third quarter ended September 30, 2003. Furnished with this Current Report as Exhibit 99.2 pursuant to Regulation FD and Item 9 of Form 8-K are Supplemental Financial Tables. The contents of these Supplemental Financial Tables will be discussed by the Registrant’s management and otherwise disclosed during the conference call and webcast. All information in the Supplemental Financial Tables is presented as of September 30, 2003 and the Registrant does not assume any obligation to correct or update said information in the future.

All of the foregoing information is furnished by the Registrant pursuant to Items 9 and 12 of Form 8-K in accordance with the guidance provided in SEC Release Nos. 33-8216 and 34-47583 and is not to be considered “filed” under the Exchange Act, and shall not be incorporated by reference into any previous or future filing by the Registrant under the Securities Act or the Exchange Act.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NATIONAL COMMERCE FINANCIAL CORPORATION                         Registrant
Date: October 16, 2003	By:	/s/    JOHN M. PRESLEY
		John M. Presley Chief Financial Officer

3

EX-99.1

Exhibit 99.1

	One Commerce Square
	Memphis, TN 38150
	NEWS RELEASE
	FOR IMMEDIATE RELEASE
	Investor Relations Contact:
	M.J.A. “Jekka” Pinckney
	901.523.3525
	Media Contact: Eileen Sarro
	901.523.3605

National Commerce Financial Reports Third Quarter Earnings of $.42 Per Diluted Share

MEMPHIS, Tennessee, (October 16, 2003) —- National Commerce Financial Corporation (NYSE: NCF) today announced third quarter 2003 net income of $85.8 million or $.42 per diluted share, compared to $71.5 or $.35 per diluted share.

During the third quarter, gains totaling $44.2 million were realized from the sale of the Company’s merchant processing portfolio and five bank branches. The Company has taken actions which create a stronger earnings base entering fourth quarter and 2004. Third quarter earnings included expenses for penalties for early retirement of debt of $32.0 million; provision for loan losses of $2.3 million; severance of $1.6 million; occupancy for consolidating ten branches of $1.4 million; other expenses of $1.7 million for the write down of other repossessed and foreclosed assets; and investment securities losses of $4.5 million. These events roughly offset and collectively had no material impact on reported net income per share.

Second quarter earnings of $71.5 million or $.35 per diluted share, included $.05 after-tax per diluted share of expense for employment contract termination payments and litigation related to the Company’s First Mercantile business unit. The Company continues to record non-cash core deposit amortization expense related to previous acquisitions. Third quarter core deposit amortization expense was $15.1 million, compared to $15.7 million in second quarter.

“I am extremely proud of our third quarter performance. A clear focus on revenue and expense initiatives produced very strong results and allowed us to improve the overall quality of our earnings. Additionally, after a thorough review of our operations we sold our merchant processing portfolio at a substantial gain allowing the Company to improve the product offered to our customers and better position its balance sheet for the future,” said William R. Reed Jr., president and chief executive officer of NCF. “Our momentum is strong as we enter fourth quarter and 2004. While third quarter net income per share rose $.02 over second quarter (excluding second quarter’s unusual expenses employee contract termination payments and First Mercantile litigation), operationally EPS increased $.03 as second quarter earnings benefited from investment securities gains. It is important to note that neither unusual gains and expenses, investment securities gains, nor share buy-backs benefited third quarter net income per share.”

For the nine months ended September 30, 2003, net income and net income per diluted share were $221.4 million and $1.07, respectively, compared to $238.7 million and $1.14 for the nine months ended

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September 30, 2002. Net income for the nine months ended September 30, 2003, includes $.11 after-tax per diluted share of expense for employment contract termination payments and litigation related to the Company’s First Mercantile business unit. Net income for the nine months ended September 30, 2002, includes $.02 after-tax per diluted share of conversion/merger expenses. Core deposit amortization expense for the first nine months of 2003 was $47.0 million versus $.53.0 million for the same period in 2002.

REVENUE

Revenue growth, excluding second quarter’s investment securities gains and the revenue related items in the second paragraph, increased 9.7 percent annualized on a sequential-quarter basis as a result of strong growth in net interest income and non-interest income. Taxable equivalent net interest income totaled $192.5 million, an annualized increase of 8.7 percent from second quarter 2003. Loan growth continued strong in the third quarter with double-digit annualized growth rates in period-end balances in most loan categories as well as at First Market Bank (the Company’s 49 percent-owned, Richmond, Virginia, based savings bank). End-of-period loans at First Market Bank increased to $556.6 million, up 17.0 percent annualized from second quarter 2003.

Period End Loans

($ in thousands)	3Q03	2Q03	Annualized % Change
Commercial	3,654,366	3,570,337	9.4
CRE	3,854,437	3,719,164	14.5
Consumer	4,238,782	4,128,195	10.7
Mortgage1	939,532	783,615	79.6
Other	210,657	210,135	1.0
Total loans1	12,897,774	12,411,446	15.7
First Market Bank	556,564	533,840	17.0
1 Excludes mortgage loans held for sale

Third quarter 2003 non-interest income, excluding second quarter’s investment securities gains and the revenue related items in the second paragraph, increased 11.1 percent annualized over the second quarter of this year. The growth during the quarter was driven primarily by an increase in mortgage banking income, the Company’s asset management businesses, and earnings from First Market Bank, offset by declines in services charges on deposits and the Company’s capital markets business unit. The decline in service charges on deposits was mainly attributable to a reduction in debit card revenue.

First Market Bank, with the great support of our joint venture partner Ukrop’s Supermarkets, Inc., continues to be one of the fastest growing banks in the country based on deposit, loan, asset and net income growth. A complete banking franchise with both traditional and in-store locations, First Market Bank outperforms its peers through its added convenience and superb customer service. Of special note this quarter, First Market Bank reached $1 billion in total assets and had its first month where it earned over $1 million in net income. With its first branch opening November 1997, First Market Bank has proven success the of NCF’s de novo expansion model, having achieved its existing base of business solely through organic growth.

NET INTEREST MARGIN

The net interest margin for the third quarter of 2003 was 3.83 percent, down 3 basis points from 3.86 percent in the second quarter of 2003. The net interest spread was flat versus the prior quarter at 3.56 percent with the earning-asset yield and interest-bearing liability cost both declining 27 basis points. The growth in average balances of non-interest bearing deposits remains strong, up 32.0 percent annualized in third quarter, helping raise the percentage of free funding from 15.0 percent to 15.7 percent.

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During the third quarter, the Company took additional steps to improve the net interest margin. The Company prepaid fixed-rate term borrowings of approximately $658.0 million, replacing the funding with lower cost borrowings, and sold approximately $300.0 million of investment securities, reinvesting the proceeds in higher yielding securities with a comparable average life. The third quarter net interest margin benefited slightly from these transactions and the Company expects the net interest margin to further strengthen in the fourth quarter and 2004 in a stable to rising rate environment. The September net interest margin percentage was 3.86 percent.

ASSET QUALITY

Net charge-offs were $10.1 million or .31 percent of average loans in the third quarter of 2003. Non-performing assets remained stable in the third quarter. At September 30, 2003, non-performing assets totaled $66.6 million or .50 percent of end of period loans, foreclosed real estate, and other repossessed assets, compared to $66.2 million or .51 percent at June 30, 2003. Non-performing assets at September 30, 2003, included $36.0 million of non-performing loans, $25.5 million of foreclosed real estate, and $5.1 million of other repossessed assets.

The allowance for loan losses, at September 30, 2003 was $172.2 million or 1.34 percent of end of period total loans, excluding mortgage loans held for sale, up from $167.3 million or 1.35 percent at June 30, 2003. The current allowance provides a coverage level of 4.30 times third quarter annualized net charge-offs, 4.79 times non-performing loans, and 2.58 times non-performing assets, each significantly above industry levels.

OPERATIONAL EFFICIENCY

The Company continued to experience positive operating leverage in third quarter improving the cash efficiency ratio to 49.02% from 50.40% (which the Company defines as total non-interest expense, less core deposit amortization and the expense related items in the second paragraph, divided by fully-taxable equivalent net interest income and non-interest income, less investment securities gains and the revenue related items in the second paragraph).

Cash Efficiency Ratios

($ in thousands)	3Q03			2Q03			Annualized % Change
Banking revenues	$	261,133		$	251,588		15.2
Banking operating cash expense		116,133			116,497		(1.3	)
Banking operating cash efficiency ratio		44.47	%		46.30	%
Financial Enterprise revenues		57,263			59,501		(15.0	)
Financial Enterprise operating cash expense		40,938			40,893		.4
Financial Enterprise cash efficiency ratio		71.49	%		68.73	%
NCF revenues		316,454			308,991		9.7
NCF cash operating expense		155,129			155,742		(1.6	)
NCF operating cash efficiency ratio		49.02	%		50.40	%

DE NOVO EXPANSION

The Company’s most recent and largest de novo expansion continues to perform as projected. The entry into Atlanta has provided added convenience and has led to significant deposit growth on deposits in the early phase of de novo expansions have led to significant deposit growth in a very short amount of time.

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End of period deposits increased to $409.8 million, up from $382.2 in second quarter 2003. End of period loans increased to $215.0 million, up from $149.8 million in second quarter 2003.

To date, the franchise consists of 31 full-service banking locations of which three are traditional and 28 are in-store, one private banking team, and one commercial lending team. During the third quarter, four additional in-store locations as well as an additional private banker were added. In October two ins-store locations and four traditional locations, previously acquired from Wachovia, will open. A fifth traditional location will open by the end of fourth quarter increasing the total number of branch locations to 38 by year-end. Additional Kroger in-store locations as well the remaining acquired Wachovia branches are planned but have not been determined for 2004.

Additionally, NCF will begin a pilot program with Wal-Mart in October to enhance the performance of its existing National Bank of Commerce branches in 16 Wal-Mart locations in Georgia and Tennessee. These branches will be co-branded “Wal-Mart Money Centers by National Bank of Commerce” and migrate to an “everyday low price” type value offer. The branches will be staffed and operated by NBC, and may deliver certain financial services currently offered by Wal-Mart (for example, money transfers, money orders and payroll check cashing) with the complete array of traditional banking and financial services offered by NBC. The opportunity is to provide customers with a convenient, one-stop financial center inside the Wal-Mart stores.

Supplemental financial tables are available on the Company’s website at www.ncfcorp.com/releases.cfm.

ABOUT NCF

National Commerce Financial Corporation, headquartered in Memphis, Tennessee, is a sales and marketing organization that delivers select financial and consulting services through a national network of banking and non-banking affiliates. With $23 billion in assets, NCF operates almost 500 branches in 14 of the nation’s fastest growing metropolitan areas throughout the southeast.

NON-GAAP FINANCIAL INFORMATION

This press release contains financial information determined by methods other than in accordance with Generally Accepted Accounting Principles (GAAP). NCF’s management uses these non-GAAP measures in their analysis of the Company’s performance. These measures adjust GAAP performance measures to exclude the effects of unusual litigation related expenses, conversion/merger expenses, and employment contract terminations as well as the amortization of core deposit intangibles. These non-GAAP measures may also exclude other significant gains or losses that are unusual in nature. Since these items and their impact on NCF’s performance are difficult to predict, management believes presentations of financial measures excluding the impact of these items provide useful supplemental information that is essential to a proper understanding of the operating results of NCF’s core businesses. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

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.

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NATIONAL COMMERCE FINANCIAL CORPORATION

Current Quarter Financial Highlights

(In Thousands Except Share and Per Share Data)

	Three Months Ended				% Change Fav/(Unfav)		Three Months Ended			% Change Fav/(Unfav)
	9/30/2003			6/30/2003			9/30/2003		9/30/2002
Earnings and Earnings Per Share
Revenues (TE)	$	356,138		311,451	14.3		356,138		296,335	20.2
Net income		85,809		71,507	20.0		85,809		82,977	3.4
Average basic shares outstanding		204,609,099		204,628,675			204,609,099		206,258,720
Average diluted shares outstanding		206,005,174		205,700,819			206,005,174		208,328,301
Basic EPS	$	.42		.35	20.0		.42		.40	5.0
Diluted EPS		.42		.35	20.0		.42		.40	5.0
Asset Quality Ratios
Loan loss allowance to total loans		1.30	%	1.30			1.30		1.28
Net loans charged-off (annualized) to average loans		.31		.28			.31		.29
Nonperforming assets to loans plus foreclosed real estate and other repossessed assets		.50		.51			.50		.50
Loan loss allowance to net charge-offs (annualized)		4.30	x	4.69			4.30		4.44
Loan loss allowance to nonperforming loans		4.79		4.94			4.79		5.51
Selected Average Balances
Assets	$	22,727,299		22,173,395	2.5		22,727,299		20,639,674	10.1
Loans		13,065,302		12,614,546	3.6		13,065,302		12,600,075	3.7
Investment securities (1)		6,688,614		6,674,537	.2		6,688,614		5,310,350	26.0
Core deposits		13,180,992		13,056,980	.9		13,180,992		12,358,788	6.7
Stockholders’ equity		2,734,081		2,702,937	1.2		2,734,081		2,606,497	4.9
Selected Period End Balances
Assets	$	22,890,089		22,679,991	.9		22,890,089		20,943,731	9.3
Loans		13,262,380		12,909,893	2.7		13,262,380		12,740,563	4.1
Investment securities		6,702,885		6,756,217	(.8	)	6,702,885		5,447,133	23.1
Core deposits		13,182,330		13,382,416	(1.5	)	13,182,330		12,566,599	4.9
Stockholders’ equity		2,729,403		2,720,435	.3		2,729,403		2,639,513	3.4
Shares outstanding		204,808,440		204,384,778			204,808,440		205,767,938
Number of banking offices		471		482			471		472
Number of ATMs		555		556			555		550
Number of full-time equivalent employees (FTE)		5,458		5,582			5,458		5,402
Capital Ratios
Period-end tangible equity to period-end tangible assets		6.74	%	6.70			6.74		6.69
Risk-based capital ratios:
Tier 1 capital		10.50	E	10.69			10.50	E	10.55
Total capital		11.57	E	11.79			11.57	E	11.74
Leverage ratio		7.88	E	7.81			7.88	E	7.85

E—Estimated

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

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NATIONAL COMMERCE FINANCIAL CORPORATION

Year to Date Financial Highlights

(In Thousands Except Share and Per Share Data)

	Nine Months Ended				$ Change Fav/(Unfav)		% Change Fav/(Unfav)
	09/30/2003			09/30/2002
Earnings and Earnings Per Share
Revenues (TE)	$	960,792		853,581	107,211		12.6
Net income		221,406		238,744	(17,338	)	(7.3	)
Average Basic Shares Outstanding		204,833,742		206,126,098
Average Diluted Shares Outstanding		206,151,148		208,531,349
Basic EPS	$	1.08		1.16	(.08	)	(6.9	)
Diluted EPS		1.07		1.14	(.07	)	(6.1	)
Asset Quality Ratios
Loan loss allowance to total loans		1.30	%	1.28
Net loans charged-off to average loans		.28		.26
Loan loss allowance to net charge-offs		4.83	x	5.01
Selected Average Balances
Assets	$	22,069,634		20,144,291	1,925,343		9.6
Loans		12,823,971		12,349,955	474,016		3.8
Investment securities (1)		6,360,215		5,114,284	1,245,931		24.4
Core deposits		12,992,573		12,168,241	824,332		6.8
Stockholders’ equity		2,711,095		2,541,768	169,327		6.7

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

EX-99.2

Exhibit 99.2

NATIONAL COMMERCE FINANCIAL CORPORATION

Quarterly Financial Results

Third Quarter 2003

	Page
Highlights	2	Current Quarter Financial Highlights
		–  Third Quarter 2003 vs Second Quarter 2003
		–  Third Quarter 2003 vs Third Quarter 2002
	3	Five Quarter Financial Highlights
	4	Year to Date Financial Highlights
Income Statement	5	Current Quarter Consolidated Statement of Income
		–  Third Quarter 2003 vs Second Quarter 2003
		–  Third Quarter 2003 vs Third Quarter 2002
	6	Five Quarter Consolidated Statements of Income
	7	Year to Date Consolidated Statements of Income
	8	Current Quarter Operating Segment Statement of Income
		–  Third Quarter 2003 vs Second Quarter 2003
		–  Third Quarter 2003 vs Third Quarter 2002i2
	9	Five Quarter Operating Segment Statements of Income
	10	Year to Date Operating Segment Statements of Income
Balance Sheet	11	Current Quarter Average Balance Sheet
		–  Third Quarter 2003 vs Second Quarter 2003
		–  Third Quarter 2003 vs Third Quarter 2002
	12	Five Quarter Average Balance Sheets
	13	Year to Date Average Balance Sheets
	14	Current Quarter End of Period Balance Sheet
		–  Third Quarter 2003 vs Second Quarter 2003
		–  Third Quarter 2003 vs Third Quarter 2002
	15	Five Quarter End of Period Balance Sheets
	16	Year to Date Rollforward of Stockholders' Equity
Asset Quality	17	Current Quarter Asset Quality Analysis
		–  Third Quarter 2003 vs Second Quarter 2003
		–  Third Quarter 2003 vs Third Quarter 2002
	18	Five Quarter Asset Quality Analysis
	19	Year to Date Asset Quality Analysis
Net Interest Margin	20	Five Quarter Average Balance Sheets and Net Interest Income Analysis
	21	Year to Date Average Balance Sheets and Net Interest Income Analysis

NOTE: Certain amounts for prior periods have been reclassified to conform to the current presentation.

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NATIONAL COMMERCE FINANCIAL CORPORATION

Current Quarter Financial Highlights

(In Thousands Except Share and Per Share Data)

	Three Months Ended				% Change Fav/(Unfav)		Three Months Ended			% Change Fav/(Unfav)
	9/30/2003			6/30/2003			9/30/2003		9/30/2002
Earnings and Earnings Per Share
Revenues (TE)	$	356,138		311,451	14.3		356,138		296,335	20.2
Net income		85,809		71,507	20.0		85,809		82,977	3.4
Average basic shares outstanding		204,609,099		204,628,675			204,609,099		206,258,720
Average diluted shares outstanding		206,005,174		205,700,819			206,005,174		208,328,301
Basic EPS	$	.42		.35	20.0		.42		.40	5.0
Diluted EPS		.42		.35	20.0		.42		.40	5.0
Asset Quality Ratios
Loan loss allowance to total loans		1.30	%	1.30			1.30		1.28
Net loans charged-off (annualized) to average loans		.31		.28			.31		.29
Nonperforming assets to loans plus foreclosed real estate and other repossessed assets		.50		.51			.50		.50
Loan loss allowance to net charge-offs (annualized)		4.30	x	4.69			4.30		4.44
Loan loss allowance to nonperforming loans		4.79		4.94			4.79		5.51
Selected Average Balances
Assets	$	22,727,299		22,173,395	2.5		22,727,299		20,639,674	10.1
Loans		13,065,302		12,614,546	3.6		13,065,302		12,600,075	3.7
Investment securities (1)		6,688,614		6,674,537	.2		6,688,614		5,310,350	26.0
Core deposits		13,180,992		13,056,980	.9		13,180,992		12,358,788	6.7
Stockholders’ equity		2,734,081		2,702,937	1.2		2,734,081		2,606,497	4.9
Selected Period End Balances
Assets	$	22,890,089		22,679,991	.9		22,890,089		20,943,731	9.3
Loans		13,262,380		12,909,893	2.7		13,262,380		12,740,563	4.1
Investment securities		6,702,885		6,756,217	(.8	)	6,702,885		5,447,133	23.1
Core deposits		13,182,330		13,382,416	(1.5	)	13,182,330		12,566,599	4.9
Stockholders’ equity		2,729,403		2,720,435	.3		2,729,403		2,639,513	3.4
Shares outstanding		204,808,440		204,384,778			204,808,440		205,767,938
Number of banking offices		471		482			471		472
Number of ATMs		555		556			555		550
Number of full-time equivalent employees (FTE)		5,458		5,582			5,458		5,402
Capital Ratios
Period-end tangible equity to period-end tangible assets		6.74	%	6.70			6.74		6.69
Risk-based capital ratios:
Tier 1 capital		10.50	E	10.69			10.50	E	10.55
Total capital		11.57	E	11.79			11.57	E	11.74
Leverage ratio		7.88	E	7.81			7.88	E	7.85

E—Estimated

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

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NATIONAL COMMERCE FINANCIAL CORPORATION

Five Quarter Financial Highlights

(In Thousands Except Share and Per Share Data)

	Three Months Ended
	9/30/2003			6/30/2003	3/31/2003	12/31/2002	9/30/2002
Earnings and Earnings Per Share
Revenues (TE)	$	356,138		311,451	293,203	300,072	296,335
Net income		85,809		71,507	64,090	84,866	82,977
Average Basic Shares Outstanding		204,609,099		204,628,675	205,270,721	205,360,814	206,258,720
Average Diluted Shares Outstanding		206,005,174		205,700,819	206,755,698	206,994,530	208,328,301
Basic EPS	$	.42		.35	.31	.41	.40
Diluted EPS		.42		.35	.31	.41	.40
Asset Quality Ratios
Loan loss allowance to total loans		1.30	%	1.30	1.33	1.26	1.28
Net loans charged-off (annualized) to average loans		.31		.28	.24	.22	.29
Nonperforming assets to loans plus foreclosed real estate and other repossessed assets		.50		.51	.55	.51	.50
Loan loss allowance to net charge-offs (annualized)		4.30	x	4.69	5.23	5.78	4.44
Loan loss allowance to nonperforming loans		4.79		4.94	4.96	5.30	5.51
Selected Average Balances
Assets	$	22,727,299		22,173,395	21,292,442	20,981,013	20,639,674
Loans		13,065,302		12,614,546	12,789,028	12,803,821	12,600,075
Investment securities (1)		6,688,614		6,674,537	5,706,704	5,382,247	5,310,350
Core deposits		13,180,992		13,056,980	12,734,843	12,586,572	12,358,788
Stockholders’ equity		2,734,081		2,702,937	2,695,846	2,650,155	2,606,497
Selected Period End Balances
Assets	$	22,890,089		22,679,991	21,721,985	21,472,116	20,943,731
Loans		13,262,380		12,909,893	12,288,866	12,923,940	12,740,563
Investment securities		6,702,885		6,756,217	6,594,862	5,702,661	5,447,133
Core deposits		13,182,330		13,382,416	13,121,371	12,771,186	12,566,599
Stockholders’ equity		2,729,403		2,720,435	2,696,014	2,682,432	2,639,513
Shares outstanding		204,808,440		204,384,778	205,009,566	205,408,183	205,767,938
Number of banking offices		471		482	483	479	472
Number of ATMs		555		556	559	554	550
Number of full-time equivalent employees (FTE)		5,458		5,582	5,548	5,490	5,402
Capital Ratios
Period-end tangible equity to period-end tangible assets		6.74	%	6.70	6.85	6.79	6.69
Risk-based capital ratios:
Tier 1 capital		10.50	E	10.69	10.50	10.87	10.55
Total capital		11.57	E	11.79	11.57	12.00	11.74
Leverage ratio		7.88	E	7.81	8.01	7.91	7.85

E—Estimated

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

Page 3

NATIONAL COMMERCE FINANCIAL CORPORATION

Year to Date Financial Highlights

(In Thousands Except Share and Per Share Data)

	Nine Months Ended				$ Change Fav/(Unfav)		% Change Fav/(Unfav)
	09/30/2003			09/30/2002
Earnings and Earnings Per Share
Revenues (TE)	$	960,792		853,581	107,211		12.6
Net income		221,406		238,744	(17,338	)	(7.3	)
Average Basic Shares Outstanding		204,833,742		206,126,098
Average Diluted Shares Outstanding		206,151,148		208,531,349
Basic EPS	$	1.08		1.16	(.08	)	(6.9	)
Diluted EPS		1.07		1.14	(.07	)	(6.1	)
Asset Quality Ratios
Loan loss allowance to total loans		1.30	%	1.28
Net loans charged-off to average loans		.28		.26
Loan loss allowance to net charge-offs		4.83	x	5.01
Selected Average Balances
Assets	$	22,069,634		20,144,291	1,925,343		9.6
Loans		12,823,971		12,349,955	474,016		3.8
Investment securities (1)		6,360,215		5,114,284	1,245,931		24.4
Core deposits		12,992,573		12,168,241	824,332		6.8
Stockholders’ equity		2,711,095		2,541,768	169,327		6.7

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

Page 4

NATIONAL COMMERCE FINANCIAL CORPORATION

Current Quarter Consolidated Statements of Income

(In Thousands Except Share and Per Share Data)

	Three Months Ended					% Change Fav/(Unfav)		Three Months Ended				% Change Fav/(Unfav)
	09/30/2003			06/30/2003				09/30/2003		09/30/2002
Income Statement
Loan income (TE)	$	188,073		190,239		(1.1	)	188,073		217,482		(13.5	)
Securities income (TE)		78,836		81,215		(2.9	)	78,836		73,283		7.6
Other interest income (TE)		303		357		(15.1	)	303		217		39.6
Total interest income (TE)		267,212		271,811		(1.7	)	267,212		290,982		(8.2	)
Savings/NOW and money market expense		9,372		11,006		14.8		9,372		15,605		39.9
Jumbo and brokered CD expense		6,452		7,378		12.6		6,452		8,611		25.1
Consumer time deposit expense		33,981		36,800		7.7		33,981		41,651		18.4
Interest expense on deposits		49,805		55,184		9.7		49,805		65,867		24.4
Short-term borrowed funds expense		4,619		4,698		1.7		4,619		5,393		14.4
FHLB advances expense		18,236		21,397		14.8		18,236		24,010		24.0
Trust preferred securities and long-term debt expense		2,036		2,133		4.5		2,036		2,410		15.5
Total interest expense		74,696		83,412		10.4		74,696		97,680		23.5
Net interest income (TE)		192,516		188,399		2.2		192,516		193,302		(.4	)
Taxable equivalent adjustment		7,057		7,218		2.2		7,057		7,442		5.2
Net interest income		185,459		181,181		2.4		185,459		185,860		(.2	)
Provision for loan losses		14,972		13,376		(11.9	)	14,972		10,990		(36.2	)
Net interest income after provision		170,487		167,805		1.6		170,487		174,870		(2.5	)
Service charges on deposits		42,295		43,500		(2.8	)	42,295		41,391		2.2
Other service charges and fees		9,565		9,721		(1.6	)	9,565		9,971		(4.1	)
Broker/dealer revenue		24,739		28,152		(12.1	)	24,739		19,600		26.2
Asset management		14,828		13,356		11.0		14,828		12,785		16.0
Mortgage banking income		22,420		17,092		31.2		22,420		5,350		319.1
Equity earnings from First Market Bank		1,314		1,071		22.7		1,314		1,074		22.3
Other		8,777		7,700		14.0		8,777		7,802		12.5
Gain on sale of merchant processing		37,141		—		—		37,141		—		—
Gain (loss) on branch sale		7,055		—		—		7,055		—		—
Investment securities gains (losses), net		(4,512	)	2,460		(283.4	)	(4,512	)	5,060		(189.2	)
Total noninterest income		163,622		123,052		33.0		163,622		103,033		58.8
Personnel		85,807		83,117		(3.2	)	85,807		71,149		(20.6	)
Occupancy		14,898		13,292		(12.1	)	14,898		12,434		(19.8	)
Equipment		7,509		7,992		6.0		7,509		7,454		(.7	)
Core deposit amortization		15,062		15,673		3.9		15,062		17,507		14.0
First Mercantile litigation		—		1,041		100.0		—		—		—
Employment contract terminations		—		14,108		100.0		—		—		—
Debt retirement/prepayment penalties (gains)		31,987		(326	)	N/A		31,987		(335	)	N/A
Other		51,709		51,341		(.7	)	51,709		48,114		(7.5	)
Total noninterest expense		206,972		186,238		(11.1	)	206,972		156,323		(32.4	)
Income before income taxes		127,137		104,619		21.5		127,137		121,580		4.6
Income taxes		41,328		33,112		(24.8	)	41,328		38,603		(7.1	)
Net income	$	85,809		71,507		20.0		85,809		82,977		3.4
Average Common Shares Outstanding
Basic		204,609,099		204,628,675				204,609,099		206,258,720
Diluted		206,005,174		205,700,819				206,005,174		208,328,301
Earnings and Dividends Per Share
Basic	$	.42		.35		20.0		.42		.40		5.0
Diluted		.42		.35		20.0		.42		.40		5.0
Cash dividends		.20		.17		17.6		.20		.17		17.6

Page 5

NATIONAL COMMERCE FINANCIAL CORPORATION

Five Quarter Consolidated Statements of Income

(In Thousands Except Share and Per Share Data)

	Three Months Ended
	09/30/2003			06/30/2003		03/31/2003		12/31/2002		09/30/2002
Income Statement
Loan income (TE)	$	188,073		190,239		199,861		214,799		217,482
Securities income (TE)		78,836		81,215		70,263		71,601		73,283
Other interest income (TE)		303		357		192		199		217
Total interest income (TE)		267,212		271,811		270,316		286,599		290,982
Savings/NOW and money market expense		9,372		11,006		11,957		14,036		15,605
Jumbo and brokered CD expense		6,452		7,378		7,189		8,281		8,611
Consumer time deposit expense		33,981		36,800		38,142		40,878		41,651
Interest expense on deposits		49,805		55,184		57,288		63,195		65,867
Short-term borrowed funds expense		4,619		4,698		4,368		4,463		5,393
FHLB advances expense		18,236		21,397		22,118		23,667		24,010
Trust preferred securities and long-term debt expense		2,036		2,133		2,160		2,458		2,410
Total interest expense		74,696		83,412		85,934		93,783		97,680
Net interest income (TE)		192,516		188,399		184,382		192,816		193,302
Taxable equivalent adjustment		7,057		7,218		6,940		6,993		7,442
Net interest income		185,459		181,181		177,442		185,823		185,860
Provision for loan losses		14,972		13,376		7,684		7,127		10,990
Net interest income after provision		170,487		167,805		169,758		178,696		174,870
Service charges on deposits		42,295		43,500		41,250		43,884		41,391
Other service charges and fees		9,565		9,721		9,341		9,736		9,971
Broker/dealer revenue		24,739		28,152		21,081		22,982		19,600
Asset management		14,828		13,356		12,382		11,743		12,785
Mortgage banking income		22,420		17,092		13,880		6,896		5,350
Equity earnings from First Market Bank		1,314		1,071		926		1,084		1,074
Other		8,777		7,700		7,642		8,903		7,802
Gain on sale of merchant processing		37,141		—		—		—		—
Gain (loss) on branch sale		7,055		—		(145	)	—		—
Investment securities gains (losses), net		(4,512	)	2,460		2,464		2,028		5,060
Total noninterest income		163,622		123,052		108,821		107,256		103,033
Personnel		85,807		83,117		81,679		75,630		71,149
Occupancy		14,898		13,292		12,904		12,866		12,434
Equipment		7,509		7,992		7,405		7,707		7,454
Core deposit amortization		15,062		15,673		16,284		16,895		17,507
First Mercantile litigation		—		1,041		19,654		—		—
Employment contract terminations		—		14,108		—		—		—
Debt retirement/prepayment penalties (gains)		31,987		(326	)	—		(65	)	(335	)
Other		51,709		51,341		46,404		48,873		48,114
Total noninterest expense		206,972		186,238		184,330		161,906		156,323
Income before income taxes		127,137		104,619		94,249		124,046		121,580
Income taxes		41,328		33,112		30,159		39,180		38,603
Net income	$	85,809		71,507		64,090		84,866		82,977
Average Common Shares Outstanding
Basic		204,609,099		204,628,675		205,270,721		205,360,814		206,258,720
Diluted		206,005,174		205,700,819		206,755,698		206,994,530		208,328,301
Earnings and Dividends Per Share
Basic	$	.42		.35		.31		.41		.40
Diluted		.42		.35		.31		.41		.40
Cash dividends		.20		.17		.17		.17		.17

Page 6

NATIONAL COMMERCE FINANCIAL CORPORATION

Year to Date Consolidated Statements of Income

(In Thousands Except Share and Per Share Data)

	Nine Months Ended				$ Change Fav/(Unfav)		$ Change Fav/(Unfav)
	09/30/2003		09/30/2002
Income Statement
Loan income (TE)	$	578,173	657,159		(78,986	)	(12.0	)
Securities income (TE)		230,314	215,394		14,920		6.9
Other interest income (TE)		852	804		48		6.0
Total interest income (TE)		809,339	873,357		(64,018	)	(7.3	)
Savings/NOW and money market expense		32,335	51,534		19,199		37.3
Jumbo and brokered CD expense		21,019	25,719		4,700		18.3
Consumer time deposit expense		108,923	135,311		26,388		19.5
Interest expense on deposits		162,277	212,564		50,287		23.7
Short-term borrowed funds expense		13,685	13,354		(331	)	(2.5	)
FHLB advances expense		61,751	69,825		8,074		11.6
Trust preferred securities and long-term debt expense		6,329	7,365		1,036		14.1
Total interest expense		244,042	303,108		59,066		19.5
Net interest income (TE)		565,297	570,249		(4,952	)	(.9	)
Taxable equivalent adjustment		21,215	22,466		(1,251	)	(5.6	)
Net interest income		544,082	547,783		(3,701	)	(.7	)
Provision for loan losses		36,032	25,217		(10,815	)	(42.9	)
Net interest income after provision		508,050	522,566		(14,516	)	(2.8	)
Service charges on deposits		127,045	115,518		11,527		10.0
Other service charges and fees		28,627	28,645		(18	)	(.1	)
Broker/dealer revenue		73,972	52,663		21,309		40.5
Asset management		40,566	39,173		1,393		3.6
Mortgage banking income		53,392	11,598		41,794		360.4
Equity earnings from First Market Bank		3,311	2,363		948		40.1
Other		24,119	23,898		221		.9
Gain on sale of merchant processing		37,141	—		37,141		—
Gain (loss) on branch sale		6,910	—		6,910		—
Investment securities gains, net		412	9,474		(9,062	)	(95.7	)
Total noninterest income		395,495	283,332		112,163		39.6
Personnel		250,603	208,400		(42,203	)	(20.3	)
Occupancy		41,094	35,620		(5,474	)	(15.4	)
Equipment		22,906	20,481		(2,425	)	(11.8	)
Core deposit amortization		47,019	53,035		6,016		11.3
First Mercantile litigation		20,695	—		(20,695	)	—
Employment contract terminations		14,108	—		(14,108	)	—
Debt retirement/prepayment penalties (gains)		31,661	(335	)	(31,996	)	N/A
Conversion/merger expenses		—	4,940		4,940		100.0
Other		149,454	133,781		(15,673	)	(11.7	)
Total noninterest expense		577,540	455,922		(121,618	)	(26.7	)
Income before income taxes		326,005	349,976		(23,971	)	(6.8	)
Income taxes		104,599	111,232		6,633		6.0
Net income	$	221,406	238,744		(17,338	)	(7.3	)
Average Common Shares Outstanding
Basic		204,833,742	206,126,098
Diluted		206,151,148	208,531,349
Earnings and Dividends Per Share
Basic	$	1.08	1.16		(.08	)	(6.9	)
Diluted		1.07	1.14		(.07	)	(6.1	)
Cash dividends		.54	.47		.07		14.9

Page 7

NATIONAL COMMERCE FINANCIAL CORPORATION

Current Quarter Operating Segment Statement of Income

(In Thousands)

	Three Months Ended					% Change Fav/(Unfav)		Three Months Ended				% Change Fav/(Unfav)
	9/30/03			6/30/03				9/30/03		9/30/02
Traditional Banking
Net interest income (TE)	$	187,218		183,113		2.2		187,218		187,947		(.4	)
Provision for loan losses		(14,972	)	(13,376	)	(11.9	)	(14,972	)	(10,990	)	(36.2	)
Gain on sale of merchant processing		—		—		—		—		—		—
Gain (loss) on branch sale		7,055		—		—		7,055		—		—
Other noninterest income		69,403		70,935		(2.2	)	69,403		61,964		12.0
Intangibles amortization		(15,062	)	(15,673	)	3.9		(15,062	)	(17,507	)	14.0
First Mercantile litigation		—		—		—		—		—		—
Employment contract terminations		—		(14,108	)	100.0		—		—		—
Debt retirement/prepayment (penalties) gains		(31,987	)	326		N/A		(31,987	)	335		N/A
Conversion/merger expenses		—		—		—		—		—		—
Other noninterest expense		(120,927	)	(116,947	)	(3.4	)	(120,927	)	(106,918	)	(13.1	)
Income before income taxes (TE)		80,728		94,270		(14.4	)	80,728		114,831		(29.7	)
Income taxes		27,533		33,479		17.8		27,533		40,510		32.0
Net income	$	53,195		60,791		(12.5	)	53,195		74,321		(28.4	)
Financial Enterprises
Net interest income (TE)	$	5,298		5,286		.2		5,298		5,355		(1.1	)
Provision for loan losses		—		—		—		—		—		—
Gain on sale of merchant processing		37,141		—		—		37,141		—		—
Gain (loss) on branch sale		—		—		—		—		—		—
Other noninterest income		51,965		54,215		(4.2	)	51,965		42,835		21.3
Intangibles amortization		—		—		—		—		—		—
First Mercantile litigation		—		(1,041	)	100.0		—		—		—
Employment contract terminations		—		—		—		—		—		—
Debt retirement/prepayment (penalties) gains		—		—		—		—		—		—
Conversion/merger expenses		—		—		—		—		—		—
Other noninterest expense		(40,938	)	(40,893	)	(.1	)	(40,938	)	(33,999	)	(20.4	)
Income before income taxes (TE)		53,466		17,567		204.4		53,466		14,191		276.8
Income taxes		20,852		6,851		(204.4	)	20,852		5,535		(276.7	)
Net income	$	32,614		10,716		204.3		32,614		8,656		276.8
Fully Consolidated
Net interest income (TE)	$	192,516		188,399		2.2		192,516		193,302		(.4	)
Provision for loan losses		(14,972	)	(13,376	)	(11.9	)	(14,972	)	(10,990	)	(36.2	)
Gain on sale of merchant processing		37,141		—		—		37,141		—		—
Gain (loss) on branch sale		7,055		—		—		7,055		—		—
Other noninterest income		119,426		123,052		(2.9	)	119,426		103,033		15.9
Intangibles amortization		(15,062	)	(15,673	)	3.9		(15,062	)	(17,507	)	14.0
First Mercantile litigation		—		(1,041	)	100.0		—		—		—
Employment contract terminations		—		(14,108	)	100.0		—		—		—
Debt retirement/prepayment (penalties) gains		(31,987	)	326		N/A		(31,987	)	335		N/A
Conversion/merger expenses		—		—		—		—		—		—
Other noninterest expense		(159,923	)	(155,742	)	(2.7	)	(159,923	)	(139,151	)	(14.9	)
Income before income taxes (TE)		134,194		111,837		20.0		134,194		129,022		4.0
Income taxes		48,385		40,330		(20.0	)	48,385		46,045		(5.1	)
Net income	$	85,809		71,507		20.0		85,809		82,977		3.4

(1) Inter-segment eliminations are not separately presented.

Page 8

NATIONAL COMMERCE FINANCIAL CORPORATION

Five Quarter Operating Segment Statements of Income

(In Thousands)

	Three Months Ended
	09/30/2003			06/30/2003		03/31/2003		12/31/2002		09/30/2002
Traditional Banking
Net interest income (TE)	$	187,218		183,113		179,167		186,708		187,947
Provision for loan losses		(14,972	)	(13,376	)	(7,684	)	(7,127	)	(10,990	)
Gain on sale of merchant processing		—		—		—		—		—
Gain (loss) on branch sale		7,055		—		(145	)	—		—
Other noninterest income		69,403		70,935		65,827		64,495		61,964
Intangibles amortization		(15,062	)	(15,673	)	(16,284	)	(16,895	)	(17,507	)
First Mercantile litigation		—		—		—		—		—
Employment contract terminations		—		(14,108	)	—		—		—
Debt retirement/prepayment (penalties) gains		(31,987	)	326		—		65		335
Conversion/merger expenses		—		—		—		—		—
Other noninterest expense		(120,927	)	(116,947	)	(115,279	)	(110,040	)	(106,918	)
Income before income taxes (TE)		80,728		94,270		105,602		117,206		114,831
Income taxes		27,533		33,479		38,820		40,778		40,510
Net income	$	53,195		60,791		66,782		76,428		74,321
Financial Enterprises
Net interest income (TE)	$	5,298		5,286		5,215		6,108		5,355
Provision for loan losses		—		—		—		—		—
Gain on sale of merchant processing		37,141		—		—		—		—
Gain (loss) on branch sale		—		—		—		—		—
Other noninterest income		51,965		54,215		44,757		44,367		42,835
Intangibles amortization		—		—		—		—		—
First Mercantile litigation		—		(1,041	)	(19,654	)	—		—
Employment contract terminations		—		—		—		—		—
Debt retirement/prepayment (penalties) gains		—		—		—		—		—
Conversion/merger expenses		—		—		—		—		—
Other noninterest expense		(40,938	)	(40,893	)	(34,731	)	(36,642	)	(33,999	)
Income before income taxes (TE)		53,466		17,567		(4,413	)	13,833		14,191
Income taxes		20,852		6,851		(1,721	)	5,395		5,535
Net income	$	32,614		10,716		(2,692	)	8,438		8,656
Fully Consolidated
Net interest income (TE)	$	192,516		188,399		184,382		192,816		193,302
Provision for loan losses		(14,972	)	(13,376	)	(7,684	)	(7,127	)	(10,990	)
Gain on sale of merchant processing		37,141		—		—		—		—
Gain (loss) on branch sale		7,055		—		(145	)	—		—
Other noninterest income		119,426		123,052		108,966		107,256		103,033
Intangibles amortization		(15,062	)	(15,673	)	(16,284	)	(16,895	)	(17,507	)
First Mercantile litigation		—		(1,041	)	(19,654	)	—		—
Employment contract terminations		—		(14,108	)	—		—		—
Debt retirement/prepayment (penalties) gains		(31,987	)	326		—		65		335
Conversion/merger expenses		—		—		—		—		—
Other noninterest expense		(159,923	)	(155,742	)	(148,392	)	(145,076	)	(139,151	)
Income before income taxes (TE)		134,194		111,837		101,189		131,039		129,022
Income taxes		48,385		40,330		37,099		46,173		46,045
Net income	$	85,809		71,507		64,090		84,866		82,977

(1) Inter-segment eliminations are not separately presented.

Page 9

NATIONAL COMMERCE FINANCIAL CORPORATION

Year to Date Operating Segment Statements of Income

(In Thousands)

	Nine Months Ended					$ Change Fav/(Unfav)		% Change Fav/(Unfav)
	09/30/2003			09/30/2002
Traditional Banking
Net interest income (TE)	$	549,498		555,667		(6,169	)	(1.1	)
Provision for loan losses		(36,032	)	(25,217	)	(10,815	)	(42.9	)
Gain on sale of merchant processing		—		—		—		—
Gain on branch sale		6,910		—		6,910		—
Other noninterest income		206,165		160,500		45,665		28.5
Intangibles amortization		(47,019	)	(53,035	)	6,016		11.3
First Mercantile litigation		—		—		—		—
Employment contract terminations		(14,108	)	—		(14,108	)	—
Debt retirement/prepayment (penalties) gains		(31,661	)	335		(31,996	)	N/A
Conversion/merger expenses		—		(4,940	)	4,940		100.0
Other noninterest expense		(353,153	)	(304,589	)	(48,564	)	(15.9	)
Income before income taxes (TE)		280,600		328,721		(48,121	)	(14.6	)
Income taxes		99,832		116,647		16,815		14.4
Net income	$	180,768		212,074		(31,306	)	(14.8	)
Financial Enterprises
Net interest income (TE)	$	15,799		14,582		1,217		8.3
Provision for loan losses		—		—		—		—
Gain on sale of merchant processing		37,141		—		37,141		—
Gain on branch sale		—		—		—		—
Other noninterest income		150,937		128,159		22,778		17.8
Intangibles amortization		—		—		—		—
First Mercantile litigation		(20,695	)	—		(20,695	)	—
Employment contract terminations		—		—		—		—
Debt retirement/prepayment (penalties) gains		—		—		—		—
Conversion/merger expenses		—		—		—		—
Other noninterest expense		(116,562	)	(99,020	)	(17,542	)	(17.7	)
Income before income taxes (TE)		66,620		43,721		22,899		52.4
Income taxes		25,982		17,051		(8,931	)	(52.4	)
Net income	$	40,638		26,670		13,968		52.4
Fully Consolidated
Net interest income (TE)	$	565,297		570,249		(4,952	)	(.9	)
Provision for loan losses		(36,032	)	(25,217	)	(10,815	)	(42.9	)
Gain on sale of merchant processing		37,141		—		37,141		—
Gain on branch sale		6,910		—		6,910		—
Other noninterest income		351,444		283,332		68,112		24.0
Intangibles amortization		(47,019	)	(53,035	)	6,016		11.3
First Mercantile litigation		(20,695	)	—		(20,695	)	—
Employment contract terminations		(14,108	)	—		(14,108	)	—
Debt retirement/prepayment (penalties) gains		(31,661	)	335		(31,996	)	N/A
Conversion/merger expenses		—		(4,940	)	4,940		100.0
Other noninterest expense		(464,057	)	(398,282	)	(65,775	)	(16.5	)
Income before income taxes (TE)		347,220		372,442		(25,222	)	(6.8	)
Income taxes		125,814		133,698		7,884		5.9
Net income	$	221,406		238,744		(17,338	)	(7.3	)

(1) Inter-segment eliminations are not separately presented.

Page 10

NATIONAL COMMERCE FINANCIAL CORPORATION

Current Quarter Average Balance Sheet

(In Thousands)

	Three Months Ended			% Inc/(Decr)		Three Months Ended		% Inc/(Decr)
	09/30/2003		06/30/2003			09/30/2003	09/30/2002
Assets
Cash and due from banks	$	450,576	422,653	6.6		450,576	418,062	7.8
Time deposits in other banks		5,726	5,742	(.3	)	5,726	5,475	4.6
Federal funds sold and other short-term investments		148,627	107,462	38.3		148,627	39,867	272.8
Investment securities (1)		6,688,614	6,674,537	.2		6,688,614	5,310,350	26.0
Trading securities		136,198	120,999	12.6		136,198	75,782	79.7
Loans:
Commercial		3,547,153	3,492,900	1.6		3,547,153	3,164,303	12.1
Construction and commercial real estate		3,785,911	3,690,766	2.6		3,785,911	3,621,559	4.5
Mortgage (including loans held for sale)		1,315,157	1,159,296	13.4		1,315,157	1,670,716	(21.3	)
Consumer		4,207,450	4,059,490	3.6		4,207,450	3,940,340	6.8
Revolving credit		80,631	78,142	3.2		80,631	70,419	14.5
Lease financing		129,000	133,952	(3.7	)	129,000	132,738	(2.8	)
Total loans		13,065,302	12,614,546	3.6		13,065,302	12,600,075	3.7
Allowance for loan losses		168,160	164,108	2.5		168,160	162,243	3.6
Net loans		12,897,142	12,450,438	3.6		12,897,142	12,437,832	3.7
Bank owned life insurance		235,741	231,397	1.9		235,741	221,185	6.6
Investment in First Market Bank		30,471	29,248	4.2		30,471	26,221	16.2
Premises and equipment		276,435	276,227	.1		276,435	251,228	10.0
Goodwill		1,083,340	1,082,077	.1		1,083,340	1,071,943	1.1
Core deposit intangibles		197,593	213,065	(7.3	)	197,593	262,844	(24.8	)
Other assets		576,836	559,550	3.1		576,836	518,885	11.2
Total assets	$	22,727,299	22,173,395	2.5		22,727,299	20,639,674	10.1
Liabilities
Deposits:
Demand deposits (noninterest-bearing)	$	2,565,673	2,375,641	8.0		2,565,673	1,989,040	29.0
Savings, NOW and money market accounts		5,845,036	5,765,351	1.4		5,845,036	5,591,451	4.5
Jumbo and brokered certificates of deposit		2,166,011	2,032,881	6.5		2,166,011	1,683,886	28.6
Time deposits		4,770,283	4,915,988	(3.0	)	4,770,283	4,778,297	(.2	)
Total deposits		15,347,003	15,089,861	1.7		15,347,003	14,042,674	9.3
Short-term borrowings		1,608,179	1,388,604	15.8		1,608,179	1,192,955	34.8
FHLB advances		2,218,184	2,197,173	1.0		2,218,184	2,133,208	4.0
Trust preferred securities and long-term debt		297,701	299,247	(.5	)	297,701	281,684	5.7
Other liabilities		522,151	495,573	5.4		522,151	382,656	36.5
Total liabilities		19,993,218	19,470,458	2.7		19,993,218	18,033,177	10.9
Stockholders’ Equity
Common stock		409,218	409,257	(.0	)	409,218	412,517	(.8	)
Additional paid-in capital		1,733,149	1,735,104	(.1	)	1,733,149	1,773,722	(2.3	)
Retained earnings		544,342	512,491	6.2		544,342	386,072	41.0
Accumulated other comprehensive income		47,372	46,085	2.8		47,372	34,186	38.6
Total stockholders’ equity		2,734,081	2,702,937	1.2		2,734,081	2,606,497	4.9
Total liabilities and stockholders’ equity	$	22,727,299	22,173,395	2.5		22,727,299	20,639,674	10.1

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

Page 11

NATIONAL COMMERCE FINANCIAL CORPORATION

Five Quarter Average Balance Sheets

(In Thousands)

	Three Months Ended
	09/30/2003		06/30/2003	03/31/2003	12/31/2002	09/30/2002
Assets
Cash and due from banks	$	450,576	422,653	398,564	419,601	418,062
Time deposits in other banks		5,726	5,742	9,575	8,491	5,475
Federal funds sold and other short-term investments		148,627	107,462	51,187	35,083	39,867
Investment securities (1)		6,688,614	6,674,537	5,706,704	5,382,247	5,310,350
Trading securities		136,198	120,999	87,496	70,464	75,782
Loans:
Commercial		3,547,153	3,492,900	3,350,959	3,246,050	3,164,303
Construction and commercial real estate		3,785,911	3,690,766	3,677,697	3,666,631	3,621,559
Mortgage (including loans held for sale)		1,315,157	1,159,296	1,601,618	1,734,853	1,670,716
Consumer		4,207,450	4,059,490	3,945,287	3,950,658	3,940,340
Revolving credit		80,631	78,142	76,939	73,195	70,419
Lease financing		129,000	133,952	136,528	132,434	132,738
Total loans		13,065,302	12,614,546	12,789,028	12,803,821	12,600,075
Allowance for loan losses		168,160	164,108	163,203	163,012	162,243
Net loans		12,897,142	12,450,438	12,625,825	12,640,809	12,437,832
Bank owned life insurance		235,741	231,397	228,214	224,742	221,185
Investment in First Market Bank		30,471	29,248	28,353	27,265	26,221
Premises and equipment		276,435	276,227	258,614	257,005	251,228
Goodwill		1,083,340	1,082,077	1,077,121	1,073,597	1,071,943
Core deposit intangibles		197,593	213,065	229,044	245,583	262,844
Other assets		576,836	559,550	591,745	596,126	518,885
Total assets	$	22,727,299	22,173,395	21,292,442	20,981,013	20,639,674
Liabilities
Deposits:
Demand deposits (noninterest-bearing)	$	2,565,673	2,375,641	2,140,299	2,120,154	1,989,040
Savings, NOW and money market accounts		5,845,036	5,765,351	5,684,696	5,601,106	5,591,451
Jumbo and brokered certificates of deposit		2,166,011	2,032,881	1,796,198	1,740,695	1,683,886
Time deposits		4,770,283	4,915,988	4,909,848	4,865,312	4,778,297
Total deposits		15,347,003	15,089,861	14,531,041	14,327,267	14,042,674
Short-term borrowings		1,608,179	1,388,604	1,249,458	1,134,553	1,192,955
FHLB advances		2,218,184	2,197,173	2,056,896	2,132,665	2,133,208
Trust preferred securities and long-term debt		297,701	299,247	296,745	285,003	281,684
Other liabilities		522,151	495,573	462,456	451,370	382,656
Total liabilities		19,993,218	19,470,458	18,596,596	18,330,858	18,033,177
Stockholders’ Equity
Common stock		409,218	409,257	410,541	410,722	412,517
Additional paid-in capital		1,733,149	1,735,104	1,749,408	1,752,110	1,773,722
Retained earnings		544,342	512,491	485,214	439,535	386,072
Accumulated other comprehensive income		47,372	46,085	50,683	47,788	34,186
Total stockholders’ equity		2,734,081	2,702,937	2,695,846	2,650,155	2,606,497
Total liabilities and stockholders’ equity	$	22,727,299	22,173,395	21,292,442	20,981,013	20,639,674

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

Page 12

NATIONAL COMMERCE FINANCIAL CORPORATION

Year to Date Average Balance Sheets

(In Thousands)

	Nine Months Ended
	09/30/2003		09/30/2002	$ Change		% Change
Assets
Cash and due from banks	$	424,121	442,199	(18,078	)	(4.1	)
Time deposits in other banks		7,000	18,590	(11,590	)	(62.3	)
Federal funds sold and other short-term investments		102,782	30,024	72,758		242.3
Investment securities (1)		6,360,215	5,114,284	1,245,931		24.4
Trading securities		115,076	80,245	34,831		43.4
Loans:
Commercial		3,464,389	3,072,080	392,309		12.8
Construction and commercial real estate		3,718,521	3,520,802	197,719		5.6
Mortgage (including loans held for sale)		1,357,641	1,708,020	(350,379	)	(20.5	)
Consumer		4,071,703	3,846,997	224,706		5.8
Revolving credit		78,584	68,178	10,406		15.3
Lease financing		133,133	133,878	(745	)	—
Total loans		12,823,971	12,349,955	474,016		3.8
Allowance for loan losses		165,175	160,226	4,949		3.1
Net loans		12,658,796	12,189,729	469,067		3.8
Bank owned life insurance		231,812	217,573	14,239		6.5
Investment in First Market Bank		29,365	25,425	3,940		15.5
Premises and equipment		270,491	243,245	27,246		11.2
Goodwill		1,080,869	1,051,179	29,690		2.8
Core deposit intangibles		213,119	271,507	(58,388	)	(21.5	)
Other assets		575,988	460,291	115,697		25.1
Total assets	$	22,069,634	20,144,291	1,925,343		9.6
Liabilities
Deposits:
Demand deposits (noninterest-bearing)	$	2,362,096	1,887,139	474,957		25.2
Savings, NOW and money market accounts		5,765,615	5,625,867	139,748		2.5
Jumbo and brokered certificates of deposit		1,999,718	1,596,697	403,021		25.2
Time deposits		4,864,862	4,655,235	209,627		4.5
Total deposits		14,992,291	13,764,938	1,227,353		8.9
Short-term borrowings		1,416,728	1,096,987	319,741		29.1
FHLB advances		2,158,008	2,058,921	99,087		4.8
Trust preferred securities and long-term debt		297,902	281,928	15,974		5.7
Other liabilities		493,610	399,749	93,861		23.5
Total liabilities		19,358,539	17,602,523	1,756,016		10.0
Stockholders’ Equity
Common stock		409,667	412,252	(2,585	)	(.6	)
Additional paid-in capital		1,739,160	1,773,207	(34,047	)	(1.9	)
Retained earnings		514,233	343,205	171,028		49.8
Accumulated other comprehensive income		48,035	13,104	34,931		266.6
Total stockholders’ equity		2,711,095	2,541,768	169,327		6.7
Total liabilities and stockholders’ equity	$	22,069,634	20,144,291	1,925,343		9.6

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

Page 13

NATIONAL COMMERCE FINANCIAL CORPORATION

Current Quarter End of Period Balance Sheet

(In Thousands)

	As of					As of
	09/30/2003		06/30/2003	% Inc/(Decr)		09/30/2003	09/30/2002	% Inc/(Decr)
Assets
Cash and due from banks	$	520,138	536,123	(3.0	)	520,138	484,879	7.3
Time deposits in other banks		9,335	5,265	77.3		9,335	2,984	212.8
Federal funds sold and other short-term investments		105,629	160,383	(34.1	)	105,629	10,722	885.2
Investment securities:
Available for sale		5,254,107	5,311,700	(1.1	)	5,254,107	4,512,627	16.4
Held to maturity		1,448,778	1,444,517	.3		1,448,778	934,506	55.0
Trading securities		175,048	105,923	65.3		175,048	102,892	70.1
Loans:
Commercial		3,654,366	3,570,337	2.4		3,654,366	3,219,205	13.5
Construction and commercial real estate		3,854,437	3,719,164	3.6		3,854,437	3,668,588	5.1
Mortgage (including loans held for sale)		1,304,138	1,282,062	1.7		1,304,138	1,685,122	(22.6	)
Consumer		4,238,782	4,128,195	2.7		4,238,782	3,962,914	7.0
Revolving credit		81,916	79,437	3.1		81,916	71,805	14.1
Lease financing		128,741	130,698	(1.5	)	128,741	132,929	(3.2	)
Total loans		13,262,380	12,909,893	2.7		13,262,380	12,740,563	4.1
Allowance for loan losses		172,186	167,316	2.9		172,186	163,336	5.4
Net loans		13,090,194	12,742,577	2.7		13,090,194	12,577,227	4.1
Bank owned life insurance		237,840	233,452	1.9		237,840	223,425	6.5
Investment in First Market Bank		31,309	29,995	4.4		31,309	26,913	16.3
Premises and equipment		273,395	275,612	(.8	)	273,395	253,739	7.7
Goodwill		1,085,565	1,083,157	.2		1,085,565	1,072,371	1.2
Core deposit intangibles		187,867	204,959	(8.3	)	187,867	253,812	(26.0	)
Other assets		470,884	546,328	(13.8	)	470,884	487,634	(3.4	)
Total assets	$	22,890,089	22,679,991	.9		22,890,089	20,943,731	9.3
Liabilities
Deposits:
Demand deposits (noninterest-bearing)	$	2,672,509	2,657,291	.6		2,672,509	2,185,954	22.3
Savings, NOW and money market accounts		5,813,981	5,849,113	(.6	)	5,813,981	5,558,221	4.6
Jumbo and brokered certificates of deposit		2,277,003	2,063,785	10.3		2,277,003	1,856,527	22.6
Time deposits		4,695,840	4,876,012	(3.7	)	4,695,840	4,822,424	(2.6	)
Total deposits		15,459,333	15,446,201	.1		15,459,333	14,423,126	7.2
Short-term borrowings		1,641,172	1,465,425	12.0		1,641,172	1,012,128	62.2
FHLB advances		2,324,433	2,274,384	2.2		2,324,433	2,218,750	4.8
Trust preferred securities and long-term debt		303,248	295,049	2.8		303,248	279,112	8.6
Other liabilities		432,500	478,497	(9.6	)	432,500	371,102	16.5
Total liabilities		20,160,686	19,959,556	1.0		20,160,686	18,304,218	10.1
Stockholders’ Equity
Common stock		409,617	408,770	.2		409,617	411,536	(.5	)
Additional paid-in capital		1,736,411	1,730,367	.3		1,736,411	1,762,453	(1.5	)
Retained earnings		578,249	533,462	8.4		578,249	417,769	38.4
Accumulated other comprehensive income		5,126	47,836	(89.3	)	5,126	47,755	(89.3	)
Total stockholders’ equity		2,729,403	2,720,435	.3		2,729,403	2,639,513	3.4
Total liabilities and stockholders’ equity	$	22,890,089	22,679,991	.9		22,890,089	20,943,731	9.3

14

NATIONAL COMMERCE FINANCIAL CORPORATION

Five Quarter End of Period Balance Sheets

(In Thousands Except Share and Per Share Data)

	As of
	9/30/2003		6/30/2003	3/31/2003	12/31/2002	9/30/2002
Assets
Cash and due from banks	$	520,138	536,123	522,814	517,295	484,879
Time deposits in other banks		9,335	5,265	4,328	12,276	2,984
Federal funds sold and other short-term investments		105,629	160,383	42,899	73,186	10,722
Investment securities:
Available for sale		5,254,107	5,311,700	5,299,253	4,777,009	4,512,627
Held to maturity		1,448,778	1,444,517	1,295,609	925,652	934,506
Trading securities		175,048	105,923	80,842	116,954	102,892
Loans:
Commercial		3,654,366	3,570,337	3,403,217	3,329,451	3,219,205
Construction and commercial real estate		3,854,437	3,719,164	3,689,692	3,655,671	3,668,588
Mortgage (including loans held for sale) (1)		1,304,138	1,282,062	1,017,221	1,798,326	1,685,122
Consumer		4,238,782	4,128,195	3,966,994	3,933,482	3,962,914
Revolving credit		81,916	79,437	76,616	74,463	71,805
Lease financing		128,741	130,698	135,126	132,547	132,929
Total loans		13,262,380	12,909,893	12,288,866	12,923,940	12,740,563
Allowance for loan losses		172,186	167,316	162,842	163,424	163,336
Net loans		13,090,194	12,742,577	12,126,024	12,760,516	12,577,227
Bank owned life insurance		237,840	233,452	230,228	227,051	223,425
Investment in First Market Bank		31,309	29,995	28,923	27,997	26,913
Premises and equipment		273,395	275,612	274,433	257,676	253,739
Goodwill		1,085,565	1,083,157	1,077,332	1,077,118	1,072,371
Core deposit intangibles		187,867	204,959	220,632	236,916	253,812
Other assets		470,884	546,328	518,668	462,470	487,634
Total assets	$	22,890,089	22,679,991	21,721,985	21,472,116	20,943,731
Liabilities
Deposits:
Demand deposits (noninterest-bearing)	$	2,672,509	2,657,291	2,383,806	2,241,833	2,185,954
Savings, NOW and money market accounts		5,813,981	5,849,113	5,795,400	5,666,407	5,558,221
Jumbo and brokered certificates of deposit		2,277,003	2,063,785	1,804,492	1,723,548	1,856,527
Time deposits		4,695,840	4,876,012	4,942,165	4,862,946	4,822,424
Total deposits		15,459,333	15,446,201	14,925,863	14,494,734	14,423,126
Short-term borrowings		1,641,172	1,465,425	1,351,105	1,452,764	1,012,128
FHLB advances		2,324,433	2,274,384	1,951,912	2,106,474	2,218,750
Trust preferred securities and long-term debt		303,248	295,049	300,127	296,707	279,112
Other liabilities		432,500	478,497	496,964	439,005	371,102
Total liabilities		20,160,686	19,959,556	19,025,971	18,789,684	18,304,218
Stockholders’ Equity
Common stock		409,617	408,770	410,019	410,816	411,536
Additional paid-in-capital		1,736,411	1,730,367	1,743,146	1,753,241	1,762,453
Retained earnings		578,249	533,462	496,783	467,641	417,769
Accumulated other comprehensive income		5,126	47,836	46,066	50,734	47,755
Total stockholders’ equity		2,729,403	2,720,435	2,696,014	2,682,432	2,639,513
Total liabilities and stockholders’ equity	$	22,890,089	22,679,991	21,721,985	21,472,116	20,943,731

(1) In late March 2003, the Company consummated a transaction securitizing mortgage loans and retained a majority of the resulting securities. The March 31, 2003 period end balances were reduced by approximately $646 million.

Page 15

NATIONAL COMMERCE FINANCIAL CORPORATION

Year to Date Rollforward of Stockholders’ Equity

(In Thousands Except for Share Data)

	Shares of Common Stock		Common Stock			Additional Paid-In Capital		Retained Earnings		Other Comp. Income		Total Stockholders’ Equity
Balance January 1, 2002	205,058,713		$	410,117		1,756,128		276,342		12,744		2,455,331
Net income	—			—		—		238,744		—		238,744
Restricted stock transactions, net	4,615			9		1,890		—		—		1,899
Options exercised, net of shares tendered	2,034,268			4,069		33,986		—		—		38,055
Shares repurchased and retired	(1,275,500	)		(2,551	)	(28,550	)	—		—		(31,101	)
Cash dividends ($.47 per share)	—			—		—		(97,317	)	—		(97,317	)
Change in minimum pension liability, net of applicable income taxes	—			—		—		—		98		98
Change in unrealized losses on investment securities available for sale, net of applicable income taxes	—			—		—		—		34,913		34,913
Other transactions, net	(54,158	)		(108	)	(1,001	)	—		—		(1,109	)
Total equity, September 30, 2002	205,767,938		$	411,536		1,762,453		417,769		47,755		2,639,513
Total equity, January 1, 2003	205,408,183		$	410,816		1,753,241		467,641		50,734		2,682,432
Net income	—			—		—		221,406		—		221,406
Restricted stock transactions, net	25,943			52		1,432		—		—		1,484
Options exercised, net of shares tendered	881,429			1,764		12,084		—		—		13,848
Shares repurchased and retired	(1,474,300	)		(2,949	)	(29,272	)	—		—		(32,221	)
Cash dividends ($.54 per share)	—			—		—		(110,798	)	—		(110,798	)
Change in minimum pension liability, net of applicable income taxes	—			—		—		—		(3,152	)	(3,152	)
Change in unrealized gains on investment securities available for sale, net of applicable income taxes	—			—		—		—		(42,255	)	(42,255	)
Change in unrealized loss on hedging instruments, net of applicable income taxes	—			—		—		—		(201	)	(201	)
Other transactions, net	(32,815	)		(66	)	(1,074	)	—		—		(1,140	)
Balance, September 30, 2003	204,808,440		$	409,617		1,736,411		578,249		5,126		2,729,403

Page 16

NATIONAL COMMERCE FINANCIAL CORPORATION

Current Quarter Asset Quality

(In Thousands )

	As Of And For The Three Months Ended							As Of And For The Three Months Ended
	9/30/03			6/30/03		% Inc/(Decr)		9/30/03		9/30/02		% Inc/(Decr)
Allowance For Loan Losses
Beginning balance	$	167,316		162,842		2.7		167,316		161,616		3.5
Charge-offs:
Commercial		(3,023	)	(893	)	238.5		(3,023	)	(2,449	)	23.4
Construction and commercial real estate		(19	)	(84	)	(77.4	)	(19	)	(126	)	(84.9	)
Secured by real estate		(1,833	)	(1,375	)	33.3		(1,833	)	(666	)	175.2
Consumer		(5,355	)	(6,289	)	(14.9	)	(5,355	)	(6,231	)	(14.1	)
Revolving credit		(1,077	)	(1,133	)	(4.9	)	(1,077	)	(955	)	12.8
Lease financing		(146	)	(605	)	(75.9	)	(146	)	(249	)	(41.4	)
Total charge-offs		(11,453	)	(10,379	)	10.3		(11,453	)	(10,676	)	7.3
Recoveries:
Commercial		218		261		(16.5	)	218		141		54.6
Construction and commercial real estate		22		1		N/A		22		6		266.7
Secured by real estate		145		69		110.1		145		119		21.8
Consumer		705		824		(14.4	)	705		961		(26.6	)
Revolving credit		240		290		(17.2	)	240		179		34.1
Lease financing		21		32		(34.4	)	21		—		—
Total recoveries		1,351		1,477		(8.5	)	1,351		1,406		(3.9	)
Net charge-offs		(10,102	)	(8,902	)	13.5		(10,102	)	(9,270	)	9.0
Provision for loan losses		14,972		13,376		11.9		14,972		10,990		36.2
Changes from acquisitions (sales)		—		—		—		—		—		—
Ending balance	$	172,186		167,316		2.9		172,186		163,336		5.4
Nonperforming Assets
Nonaccrual loans by loan type:
Commercial	$	15,691		20,151		(22.1	)	15,691		19,761		(20.6	)
Construction and commercial real estate		13,911		7,014		98.3		13,911		6,976		99.4
Secured by real estate		239		1,901		(87.4	)	239		278		(14.0	)
Consumer		4,734		3,227		46.7		4,734		1,461		224.0
Lease financing		1,408		1,550		(9.2	)	1,408		1,178		19.5
Total nonperforming loans		35,983		33,843		6.3		35,983		29,654		21.3
Foreclosed real estate		25,500		23,961		6.4		25,500		24,612		3.6
Nonperforming loans and foreclosed real estate		61,483		57,804		6.4		61,483		54,266		13.3
Other repossessed assets		5,138		8,420		(39.0	)	5,138		9,688		(47.0	)
Nonperforming assets	$	66,621		66,224		.6		66,621		63,954		4.2
Ninety days past due and accruing	$	59,691		56,104		6.4		59,691		52,351		14.0
Asset Quality Ratios
Net charge-offs (annualized) by loan type:
Commercial		.31	%	.07				.31		.29
Construction and commercial real estate		—		.01				—		.01
Secured by real estate		.51		.45				.51		.13
Consumer		.44		.54				.44		.53
Revolving credit		4.12		4.33				4.12		4.37
Lease financing		.38		1.72				.38		.74
Net loans charged-off (annualized) to average loans		.31		.28				.31		.29
Nonperforming loans to total loans		.27		.26				.27		.23
Nonperforming loans and foreclosed real estate to
loans and foreclosed real estate		.46		.45				.46		.43
Nonperforming assets to loans plus foreclosed real
estate and other repossessed assets		.50		.51				.50		.50
Loan loss allowance to total loans		1.30		1.30				1.30		1.28
Loan loss allowance to loans (excluding loans held for sale)		1.34		1.35				1.34		1.30
Loan loss allowance to net charge-offs (annualized)		4.30	x	4.69				4.30		4.44
Loan loss allowance to nonperforming loans		4.79		4.94				4.79		5.51

Page 17

NATIONAL COMMERCE FINANCIAL CORPORATION

Five Quarter Asset Quality

(In Thousands)

	As Of And For The Three Months Ended
	09/30/2003			06/30/2003		03/31/2003		12/31/2002		09/30/2002
Allowance For Loan Losses
Beginning balance	$	167,316		162,842		163,424		163,336		161,616
Charge-offs:
Commercial		(3,023	)	(893	)	(1,441	)	(1,287	)	(2,449	)
Construction and commercial real estate		(19	)	(84	)	(141	)	(123	)	(126	)
Secured by real estate		(1,833	)	(1,375	)	(727	)	(951	)	(666	)
Consumer		(5,355	)	(6,289	)	(5,977	)	(4,053	)	(6,231	)
Revolving credit		(1,077	)	(1,133	)	(941	)	(1,255	)	(955	)
Lease financing		(146	)	(605	)	(53	)	(708	)	(249	)
Total charge-offs		(11,453	)	(10,379	)	(9,280	)	(8,377	)	(10,676	)
Recoveries:
Commercial		218		261		273		125		141
Construction and commercial real estate		22		1		7		—		6
Secured by real estate		145		69		26		49		119
Consumer		705		824		931		813		961
Revolving credit		240		290		322		231		179
Lease financing		21		32		37		38		—
Total recoveries		1,351		1,477		1,596		1,256		1,406
Net charge-offs		(10,102	)	(8,902	)	(7,684	)	(7,121	)	(9,270	)
Provision for loan losses		14,972		13,376		7,684		7,127		10,990
Changes from acquisitions (sales)		—		—		(582	)	82		—
Ending balance	$	172,186		167,316		162,842		163,424		163,336
Nonperforming Assets
Nonaccrual loans by loan type:
Commercial	$	15,691		20,151		19,833		16,992		19,761
Construction and commercial real estate		13,911		7,014		6,883		8,531		6,976
Secured by real estate		239		1,901		2,105		2,261		278
Consumer		4,734		3,227		2,004		2,089		1,461
Lease financing		1,408		1,550		2,013		933		1,178
Total nonperforming loans		35,983		33,843		32,838		30,806		29,654
Foreclosed real estate		25,500		23,961		22,981		25,480		24,612
Nonperforming loans and foreclosed real estate		61,483		57,804		55,819		56,286		54,266
Other repossessed assets		5,138		8,420		11,962		9,285		9,688
Nonperforming assets	$	66,621		66,224		67,781		65,571		63,954
Ninety days past due and accruing		59,691		56,104		56,384		49,803		52,351
Asset Quality Ratios
Net charge-offs (annualized) by loan type:
Commercial		.31	%	.07		.14		.14		.29
Construction and commercial real estate		—		.01		.01		.01		.01
Secured by real estate		.51		.45		.18		.21		.13
Consumer		.44		.54		.52		.33		.53
Revolving credit		4.12		4.33		3.26		5.55		4.37
Lease financing		.38		1.72		.05		2.01		.74
Net loans charged-off (annualized) to average loans		.31		.28		.24		.22		.29
Nonperforming loans to total loans		.27		.26		.27		.24		.23
Nonperforming loans and foreclosed real estate to loans and foreclosed real estate		.46		.45		.45		.43		.43
Nonperforming assets to loans plus foreclosed real estate and other repossessed assets		.50		.51		.55		.51		.50
Loan loss allowance to total loans		1.30		1.30		1.33		1.26		1.28
Loan loss allowance to loans (excluding loans held for sale)		1.34		1.35		1.37		1.31		1.30
Loan loss allowance to net charge-offs (annualized)		4.30	x	4.69		5.23		5.78		4.44
Loan loss allowance to nonperforming loans		4.79		4.94		4.96		5.30		5.51

Page 18

NATIONAL COMMERCE FINANCIAL CORPORATION

Year to Date Asset Quality

(In Thousands)

	As Of And For The Nine Months Ended					$ Change		% Inc/(Decr)
	9/30/03			9/30/02
Allowance For Loan Losses
Beginning balance	$	163,424		156,401		7,023		4.5
Charge-offs:
Commercial		(5,357	)	(6,168	)	811		(13.1	)
Construction and commercial real estate		(244	)	(261	)	17		(6.5	)
Secured by real estate		(3,935	)	(2,534	)	(1,401	)	55.3
Consumer		(17,621	)	(16,763	)	(858	)	5.1
Revolving credit		(3,151	)	(2,825	)	(326	)	11.5
Lease financing		(804	)	(590	)	(214	)	36.3
Total charge-offs		(31,112	)	(29,141	)	(1,971	)	6.8
Recoveries:
Commercial		752		666		86		12.9
Construction and commercial real estate		30		8		22		275.0
Secured by real estate		240		211		29		13.7
Consumer		2,460		3,173		(713	)	(22.5	)
Revolving credit		852		688		164		23.8
Lease financing		90		6		84		N/A
Total recoveries		4,424		4,752		(328	)	(6.9	)
Net charge-offs		(26,688	)	(24,389	)	(2,299	)	9.4
Provision for loan losses		36,032		25,217		10,815		42.9
Changes from acquisitions (sales)		(582	)	6,107		(6,689	)	(109.5	)
Ending balance	$	172,186		163,336		8,850		5.4
Asset Quality Ratios
Net charge-offs by loan type:
Commercial		.18	%	.24
Construction and commercial real estate		.01		.01
Secured by real estate		.36		.18
Consumer		.50		.47
Revolving credit		3.91		4.19
Lease financing		.72		.58
Net loans charged-off to average loans		.28		.26
Loan loss allowance to total loans		1.30		1.28
Loan loss allowance to net charge-offs		4.83x		5.01

Page 19

NATIONAL COMMERCE FINANCIAL CORPORATION

Five Quarter Average Balance Sheets and Net Interest Income Analysis

(In Thousands Except Share and Per Share Data)

	Three Months Ended
	09/30/2003						06/30/2003			03/31/2003			12/31/2002			09/30/2002
	Average Balance		Interest		Average Yield/Rate		Average Balance	Interest	Average Yield/Rate	Average Balance	Interest	Average Yield/Rate	Average Balance	Interest	Average Yield/Rate	Average Balance	Interest	Average Yield/Rate
Earning assets:
Total loans	$	13,065,302		188,073	5.72	%	12,614,546	190,239	6.05	12,789,028	199,861	6.32	12,803,821	214,799	6.67	12,600,075	217,482	6.86
Investment securities (1)		6,688,614		78,420	4.69		6,674,537	80,778	4.84	5,706,704	69,677	4.88	5,382,247	71,006	5.28	5,310,350	72,611	5.47
Trading securities		136,198		416	1.22		120,999	437	1.44	87,496	586	2.68	70,464	595	3.38	75,782	672	3.55
Time deposits in other banks		5,726		16	1.11		5,742	17	1.21	9,575	25	1.06	8,491	37	1.72	5,475	26	1.87
Federal funds sold and other short-term investments		148,627		287	.76		107,462	340	1.27	51,187	167	1.33	35,083	162	1.85	39,867	191	1.90
Total earning assets		20,044,467		267,212	5.31		19,523,286	271,811	5.58	18,643,990	270,316	5.85	18,300,106	286,599	6.23	18,031,549	290,982	6.42
Non-earning assets:
Cash and due from banks		450,576					422,653			398,564			419,601			418,062
Bank owned life insurance		235,741					231,397			228,214			224,742			221,185
Investment in First Market Bank		30,471					29,248			28,353			27,265			26,221
Premises and equipment		276,435					276,227			258,614			257,005			251,228
Goodwill		1,083,340					1,082,077			1,077,121			1,073,597			1,071,943
Core deposit intangibles		197,593					213,065			229,044			245,583			262,844
Other assets, net		408,676					395,442			428,542			433,114			356,642
Total assets	$	22,727,299					22,173,395			21,292,442			20,981,013			20,639,674
Interest-bearing liabilities
Interest-bearing deposits:
Savings, NOW and money market accounts	$	5,845,036		9,372	.64	%	5,765,351	11,006	.76	5,684,696	11,957	.85	5,601,106	14,036	0.99	5,591,451	15,605	1.11
Jumbo and brokered certificates of deposit		2,166,011		6,452	1.18		2,032,881	7,378	1.46	1,796,198	7,189	1.62	1,740,695	8,281	1.89	1,683,886	8,611	2.03
Time deposits		4,770,283		33,981	2.82		4,915,988	36,800	3.00	4,909,848	38,142	3.15	4,865,312	40,878	3.33	4,778,297	41,651	3.46
Total interest-bearing deposits		12,781,330		49,805	1.55		12,714,220	55,184	1.74	12,390,742	57,288	1.88	12,207,113	63,195	2.05	12,053,634	65,867	2.17
Short-term borrowings		1,608,179		4,619	1.14		1,388,604	4,698	1.37	1,249,458	4,368	1.40	1,134,553	4,463	1.56	1,192,955	5,393	1.79
FHLB advances		2,218,184		18,236	3.26		2,197,173	21,397	3.91	2,056,896	22,118	4.36	2,132,665	23,667	4.40	2,133,208	24,010	4.47
Trust preferred securities and long-term debt		297,701		2,036	2.74		299,247	2,133	2.81	296,745	2,160	2.95	285,003	2,458	3.45	281,684	2,410	3.42
Total interest-bearing liabilities		16,905,394		74,696	1.75		16,599,244	83,412	2.02	15,993,841	85,934	2.18	15,759,334	93,783	2.36	15,661,481	97,680	2.47
Other liabilities and stockholders’ equity:
Demand deposits (noninterest-bearing)		2,565,673					2,375,641			2,140,299			2,120,154			1,989,040
Other liabilities		522,151					495,573			462,456			451,370			382,656
Stockholders’ equity		2,734,081					2,702,937			2,695,846			2,650,155			2,606,497
Total liabilities and stockholders’ equity	$	22,727,299					22,173,395			21,292,442			20,981,013			20,639,674
Net interest income and margin			$	192,516	3.83	%		188,399	3.86		184,382	3.98		192,816	4.20		193,302	4.27
Interest rate spread					3.56	%			3.56			3.67			3.87			3.95

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

Page 20

NATIONAL COMMERCE FINANCIAL CORPORATION

Year to Date Average Balance Sheets and Net Interest Income Analysis

(In Thousands Except Share and Per Share Data)

	Nine Months Ended
	09/30/2003						09/30/2002
	Average Balance		Interest		Average Yield/Rate		Average Balance	Interest	Average Yield/Rate
Earning assets:
Total loans	$	12,823,971		578,173	6.03	%	12,349,955	657,159	7.11
Investment securities (1)		6,360,215		228,875	4.80		5,114,284	214,339	5.57
Trading securities		115,076		1,439	1.67		80,245	1,055	2.87
Time deposits in other banks		7,000		58	1.11		18,590	310	2.41
Federal funds sold and other short-term investments		102,782		794	1.03		30,024	494	2.08
Total earning assets		19,409,044		809,339	5.57		17,593,098	873,357	6.63
Non-earning assets:
Cash and due from banks		424,121					442,199
Bank owned life insurance		231,812					217,573
Investment in First Market Bank		29,365					25,425
Premises and equipment		270,491					243,245
Goodwill		1,080,869					1,051,179
Core deposit intangibles		213,119					271,507
Other assets, net		410,813					300,065
Total assets	$	22,069,634					20,144,291
Interest-bearing liabilities
Interest-bearing deposits:
Savings, NOW and money market accounts	$	5,765,615		32,335	.75	%	5,625,867	51,534	1.28
Jumbo and brokered certificates of deposit		1,999,718		21,019	1.41		1,596,697	25,719	2.15
Time deposits		4,864,862		108,923	2.99		4,655,235	135,311	4.11
Total interest-bearing deposits		12,630,195		162,277	1.72		11,877,799	212,564	2.39
Short-term borrowings		1,416,728		13,685	1.29		1,096,987	13,354	1.63
FHLB advances		2,158,008		61,751	3.83		2,058,921	69,825	4.53
Trust preferred securities and long-term debt		297,902		6,329	2.84		281,928	7,365	3.52
Total interest-bearing liabilities		16,502,833		244,042	1.98		15,315,635	303,108	2.65
Other liabilities and stockholders’ equity:
Demand deposits (noninterest-bearing)		2,362,096					1,887,139
Other liabilities		493,610					399,749
Stockholders’ equity		2,711,095					2,541,768
Total liabilities and stockholders’ equity	$	22,069,634					20,144,291
Net interest income and margin			$	565,297	3.89	%		570,249	4.33
Interest rate spread					3.59	%			3.98

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

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