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) January 15, 2004

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.

(c) Exhibits.

The following exhibits are furnished herewith:

Exhibit No.	Description of Exhibit
99.1	Earnings Release dated January 15, 2004
99.2	Supplemental Financial Tables

Item 12. Results of Operations and Financial Condition.

On January 15, 2004, National Commerce Financial Corporation (“NCF”) issued an earnings release for the quarter and year ended December 31, 2003, a copy of which is furnished as Exhibit 99.1 to this Current Report.

On January 16, 2003 at 10:00 a.m. EST, NCF will hold an investor conference call and simultaneous audio webcast to discuss financial results for the fourth quarter and year ended December 31, 2003. Furnished with this Current Report as Exhibit 99.2 pursuant to Regulation FD are Supplemental Financial Tables. The contents of these Supplemental Financial Tables will be discussed by NCF’s management and otherwise disclosed during the conference call and webcast. All information in the Supplemental Financial Tables is presented as of December 31, 2003 and NCF does not assume any obligation to correct or update said information in the future. In accordance with NCF’s previously established practice, both the earnings release and the supplemental financial tables have been posted on the News Releases section of NCF’s website at www.ncfcorp.com. The website address has been included as an inactive textual reference only. Information posted on NCF’s website is not part of this report.

The information in the preceding paragraphs, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities 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: January 15, 2004	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 Announces Fourth Quarter and 2003 Earnings

MEMPHIS, Tennessee, (January 15, 2003)—National Commerce Financial Corporation (NYSE: NCF) today announced that net income for the fourth quarter of 2003 was $90.3 million or $.44 per diluted share, compared to $85.8 million or $.42 per diluted share in the third quarter of 2003 and $84.9 million or $.41 per diluted share in the fourth quarter of 2002.

“I am extremely proud of what has been accomplished in the second half of a challenging year. The NCF team has worked extremely hard to review every area of our operations, which has resulted in numerous decisions that are already having a positive impact on our performance,” said William R. Reed Jr., president and chief executive officer of NCF. “Some of the accomplishments are the sale of our low margin merchant processing business, sale of eight branches, consolidation of 12 branches, reorganization of our wealth management group, the prepayment of $658 million of high-cost term borrowings, and the restructuring of $300 million of investment securities. Additionally, we settled a major lawsuit, hired and transitioned new management at First Mercantile Trust, and dealt with all known aircraft loan quality issues. As we begin 2004, the slate is clean and we are focused on our key drivers; loan growth is steady; our net interest margin is stable; asset quality is improving; and we have created a team to focus on efficiency improvements and revenue enhancements.”

In the fourth quarter, the Company charged off $5.5 million for an aircraft loan that was the last remaining problem credit out of the original pool of problem credits that was identified in the spring of 2002. “With the last major aircraft loan issue behind us and our portfolio now only $74 million, down from $180 million, I am confident our asset quality will improve in 2004,” said Reed. Additionally, fourth quarter net income included investment security gains of $3.3 million, $2.2 million for the sale of three branches, and $1.2 million for the sale of the remaining portion of the Company’s merchant portfolio, and an expense of $1.3 million for severance.

For comparative purposes, third quarter earnings included gains totaling $44.2 million from the sale of the Company’s merchant processing business and five bank branches, and expenses for penalties for early retirement of debt of $32.0 million; provision for loan losses of $2.3 million; severance payments 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.

For the year ended December 31, 2003, net income and net income per diluted share were $311.7 million and $1.51, respectively, compared to $323.6 million and $1.55 for the same period last year.

Net income for the 12 months ended December 31, 2003, included a net gain of $51.4 million from the sale of the Company’s merchant processing business, sale of several branches, and investment security gains as well as $72.7 million of expenses for penalties related to the early retirement of debt, severance payments, termination of employment contracts, occupancy for the consolidation of branches, the settlement of a class action lawsuit against its First Mercantile business, and write down of other repossessed and foreclosed airplane assets. Net income for the 12 months ended December 31, 2002, includes $11.5 million of investment security gains and $4.9 million of conversion/merger expenses. Additionally, net charge-offs related to the Company’s aircraft portfolio were $11.3 million in 2003 and $5.1 million in 2002. Core deposit amortization expense for 2003 was $61.4 million versus $69.9 million for the same period in 2002.

REVENUE

Revenue, excluding third and fourth quarter’s investment securities gains and revenue-related items in paragraphs mentioned earlier, decreased 6.5 percent annualized on a sequential-quarter basis as a result of a 20.5 percent annualized increase in taxable equivalent net interest income offset by a 48.4 percent annualized decrease in non-interest income. Taxable equivalent net interest income totaled $202.4 million, an increase of $9.9 million from third quarter 2003. While the increase was primarily the result of an increase in the net interest margin percentage, loan growth remained steady in the fourth quarter. During the fourth quarter of 2003, the Company restructured a $58.2 million loan from a prior acquisition into a short-term investment which has a comparable yield and maturity. Excluding mortgage loans held for sale and the $58.2 million change, end of period loans increased 6.1 percent annualized. Consumer loans increased 12.2 percent annualized from the third quarter due primarily to continued strength in home equity lending. End-of-period loans at First Market Bank (the Company’s 49 percent-owned, Richmond, Virginia, based savings bank) increased to $586.4 million, up 21.4 percent annualized from third quarter 2003.

Period End Loans

($ in thousands)	4Q03	3Q03		Annualized % Change
Commercial	7,543,921	7,508,803		1.9
Consumer1	5,275,752	5,120,114	2	12.2
Other	215,275	210,657		8.8
Total1	13,034,948	12,839,574	2	6.1
First Market	586,395	556,564		21.4

¹ Excludes mortgage loans held for sale

² Adjusted to exclude $58.2 million loan discussed above

Fourth quarter 2003 non-interest income, excluding third and fourth quarter’s investment securities gains and revenue-related items mentioned above, decreased $16.0 million from the third quarter of this year. The decline during the quarter was driven primarily by a decrease in the Company’s broker/dealer and mortgage revenues, which were down $3.2 million and $11.0 million, respectively, as well as a $1.5 million decline in revenues from the sale of merchant processing business late in the third quarter. During the quarter, the mortgage unit originated $.7 billion in mortgage loans versus $1.4 billion in third quarter and $1.0 billion in the first quarter of last year. The company expects further modest declines in each of these units in first quarter of this year.

“As it relates to First Mercantile, we ended the year with new management in place and assets under management of $3.2 billion compared to $2.2 billion in December 2002. Even in the midst of a difficult year, over 615 net new plans were added to the platform. Revenues for the fourth quarter of 2003 increased 50 percent over the fourth quarter of 2002 and 58 percent annualized from the third quarter of 2003. This is a true testament to the quality of the organization and product. With the new team and

current momentum, coupled with the lawsuit settlement, First Mercantile is poised for a strong year in 2004,” said Reed.

NET INTEREST MARGIN

The net interest margin percentage for the fourth quarter of 2003 improved 15 basis points to 3.98 percent from 3.83 percent in the third quarter of this year. The increase in net interest margin resulted primarily from actions taken in the second and third quarter of 2003 to lower the Company’s interest-bearing funding cost by prepaying certain amounts of fixed-rate term higher cost borrowings and investment securities restructuring. During the fourth quarter, the loan yield and earning-asset yield both increased modestly, up 1 basis point and 6 basis points respectively, while interest-bearing liability cost declined 11 basis points. The net interest margin percentage for the month of December was 3.99 percent.

ASSET QUALITY

Net charge-offs were $14.1 million or .42 percent of average loans in the fourth quarter of 2003 and $40.8 million or .32 percent of average loans for the year ended December 31, 2003. Net charge-offs related to aircraft loans were $5.4 million in fourth quarter and $11.3 million for 2003. Excluding aircraft loans, net charge-offs were .26 percent of average loans in the fourth quarter of 2003 and .23 percent of average loans for the year; well within the Company’s targeted range of .25 percent to .30 percent.

Non-performing assets at December 31, 2003, were $63.5 million or .48 percent of end of period loans, foreclosed real estate, and other repossessed assets, which included $30.7 million of non-performing loans, $28.2 million of foreclosed real estate, and $4.6 million of other repossessed assets. This is a decline from $66.6 million or .50 percent of end of period loans, foreclosed real estate, and other repossessed assets at September 30, 2003. The decrease of $3.1 million is largely attributable to a reduction in non-performing loans.

The allowance for loan losses at December 31, 2003, was $170.5 million or 1.31 percent of end of period total loans, excluding mortgage loans held for sale, down slightly from $172.2 million or 1.34 percent at September 30, 2003, and up from $163.4 million and 1.31 percent at December 31, 2002. Coverage levels of non-performing loans and non-performing assets each increased during the quarter to 5.55 times and 2.68 times, respectively, each significantly above industry levels.

OPERATIONAL EFFICIENCY

As previously communicated, a company-wide effort is under way to improve efficiency. The cash efficiency ratio (which the Company defines as total non-interest expense, less core deposit amortization and the expense-related items mentioned above, divided by fully-taxable equivalent net interest income and non-interest income, less investment securities gains and the revenue related items mentioned earlier) of the Company improved 100 basis points during the fourth quarter to 47.98 percent from 49.02 percent.

Cash Efficiency Ratios
($ in thousands)	4Q03		3Q03		Annualized % Change
Banking revenues	$256,360		$261,133		(7.3)
Banking operating cash expense	$111,973		$116,133		(14.3)
Banking operating cash efficiency ratio	43.68	%	44.47	%
Financial Enterprise revenues	$54,619		$57,263		(18.5)
Financial Enterprise operating cash expense	$39,367		$40,938		(15.4)
Financial Enterprise cash efficiency ratio	72.08	%	71.49	%
NCF revenues	$311,334		$316,454		(6.5)
NCF cash operating expense	$149,336		$155,129		(18.9)
NCF operating cash efficiency ratio	47.98	%	49.02	%
Core deposit amortization expense	$14,337		$15,062		(19.3)
NCF GAAP Efficiency Ratio	52.57	%	53.78	%

Revenue and non-interest expense excluding the items described above declined $5.1 million and $5.8 million, respectively, from the third quarter to the fourth quarter of this year. Lower business volumes in the Company’s capital markets and mortgage businesses was the primary contributor to the declines. Excluding these two businesses the non-interest expense of the remaining operation declined approximately $1.0 million from the prior quarter.

DE NOVO EXPANSION

The Company continues to focus its efforts on de novo expansion opportunities with emphasis on its newest markets: Asheville/Savannah acquired in the branch acquisition from Wachovia; Atlanta; First Market; and Wal-Mart Money Centers. In 2003, NCF and First Market opened a total of 32 new branches 20 of which were in Atlanta and four at First Market. As previously promised by the Company, the entire expansion was substantially funded by the sale or consolidation of branches. In total, 30 branches were sold or consolidated in 2003.

Each of the de novo markets experienced solid growth in loans and deposits. Collectively, loans and deposits in the de novo markets increased 55.6 percent and 25.1 percent, respectively, in 2003. The Company’s two newest efforts, Atlanta and Wal-Mart Money Center, contributed the most growth adding $247.9 million in loans and $385.2 million in deposits.

In 2004, the Company plans to continue its expansion by adding 38 new branches the majority of which will be in Atlanta or Wal-Mart Money Centers.

De Novo Branch Report

	NCF and First Market	Asheville/ Savannah	Atlanta	First Market	Wal-Mart Money Center
12/31/2002
Instore	181	4	18	19	16
Traditional	298	17	0	9	0
Total Branches	479	21	18	28	16
2003 Opened
Instore	20	0	12	4	0
Traditional	12	0	8	0	0
Total Branches	32	0	20	4	0
2003 Closed/Sold
Instore	14	0	0	1	0
Traditional	16	0	0	1	0
Total Branches	30	0	0	2	0
12/31/2003
Instore	187	4	30	22	16
Traditional	294	17	8	8	0
Total Branches	481	21	38	30	16

Period End Balance
			2003
($ in thousands)	31-Dec-03	31-Dec-02	Annual%
Loans
Asheville/Savannah	380,151	251,495	51.2	%
Atlanta	281,372	61,408	358.2	%
Wal-Mart Money Center	71,028	43,071	64.9	%
Total	352,400	104,479	237.3	%
First Market	586,395	491,892	19.2	%
Deposits
Asheville/Savannah	644,207	591,708	8.9	%
Atlanta	487,070	241,070	102.0	%
Wal-Mart Money Center	469,667	330,482	42.1	%
Total	1,600,944	1,163,260	37.6	%
First Market	874,509	814,910	7.3	%

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.

NATIONAL COMMERCE FINANCIAL CORPORATION

Current Quarter Financial Highlights

(In Thousands Except Share and Per Share Data)

	Three Months Ended				% Change		Three Months Ended			% Change
	12/31/2003			09/30/2003	Fav/(Unfav)		12/31/2003		12/31/2002	Fav/(Unfav)
Earnings and Earnings Per Share
Revenues (TE and excluding discontinued op.)	$	316,872		318,997	(.7	)	316,872		300,072	5.6
Net income		90,268		85,809	5.2		90,268		84,866	6.4
Average basic shares outstanding		204,953,486		204,609,099			204,953,486		205,360,814
Average diluted shares outstanding		207,009,648		206,005,174			207,009,648		206,994,530
Basic EPS	$	.44		.42	4.8		.44		.41	7.3
Diluted EPS		.44		.42	4.8		.44		.41	7.3
Asset Quality Ratios
Loan loss allowance to total loans		1.29	%	1.30			1.29		1.26
Loan loss allowance to loans (excluding loans held for sale)		1.31		1.34			1.31		1.31
Net loans charged-off (annualized) to average loans		.42		.31			.42		.22
Nonperforming assets to loans plus foreclosed real estate and other repossessed assets		.48		.50			.48		.51
Loan loss allowance to net charge-offs (annualized)		3.04	x	4.30			3.04		5.78
Loan loss allowance to nonperforming loans		5.55		4.79			5.55		5.30
Selected Average Balances
Assets	$	22,845,698		22,727,299	.5		22,845,698		20,981,013	8.9
Loans		13,219,321		13,065,302	1.2		13,219,321		12,803,821	3.2
Investment securities (1)		6,626,168		6,688,614	(.9	)	6,626,168		5,382,247	23.1
Core deposits		13,143,769		13,180,992	(.3	)	13,143,769		12,586,572	4.4
Stockholders’ equity		2,745,465		2,734,081	.4		2,745,465		2,650,155	3.6
Selected Period End Balances
Assets	$	23,016,916		22,890,089	.6		23,016,916		21,472,116	7.2
Loans		13,250,080		13,262,380	(.1	)	13,250,080		12,923,940	2.5
Investment securities		6,619,000		6,702,885	(1.3	)	6,619,000		5,702,661	16.1
Core deposits		13,342,851		13,182,330	1.2		13,342,851		12,771,186	4.5
Stockholders’ equity		2,781,186		2,729,403	1.9		2,781,186		2,682,432	3.7
Shares outstanding		205,136,649		204,808,440			205,136,649		205,408,183
Number of banking offices		481		471			481		479
Number of ATMs		569		555			569		554
Number of full-time equivalent employees (FTE)		5,441		5,458			5,441		5,548
Capital Ratios
Period-end tangible equity to period-end tangible assets		7.00	%	6.74			7.00		6.79
Risk-based capital ratios:
Tier 1 capital		11.37	E	10.81			11.37	E	10.87
Total capital		12.47	E	11.90			12.47	E	12.00
Leverage ratio		8.13	E	7.93			8.13	E	7.91

E—Estimated

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

NATIONAL COMMERCE FINANCIAL CORPORATION

Year to Date Financial Highlights

(In Thousands Except Share and Per Share Data)

	Year Ended				$ Change Fav/(Unfav)		% Change Fav/(Unfav)
	12/31/2003			12/31/2002
Earnings and Earnings Per Share
Revenues (TE and excluding discontinued op.)	$	1,240,523		1,153,653	86,870		7.5
Net income		311,674		323,610	(11,936	)	(3.7	)
Average Basic Shares Outstanding		204,863,924		205,933,204
Average Diluted Shares Outstanding		206,367,537		208,143,987
Basic EPS	$	1.52		1.57	(.05	)	(3.2	)
Diluted EPS		1.51		1.55	(.04	)	(2.6	)
Asset Quality Ratios
Loan loss allowance to total loans		1.29	%	1.26
Loan loss allowance to loans (excluding loans held for sale)		1.31	%	1.31
Net loans charged-off to average loans		.32		.25
Loan loss allowance to net charge-offs		4.18	x	5.19
Selected Average Balances
Assets	$	22,265,245		20,355,186	1,910,059		9.4
Loans		12,923,620		12,464,347	459,273		3.7
Investment securities (1)		6,427,250		5,181,826	1,245,424		24.0
Core deposits		13,030,682		12,273,684	756,998		6.2
Stockholders’ equity		2,719,758		2,569,088	150,670		5.9

(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

Fourth Quarter 2003

	Page
Highlights	2	Current Quarter Financial Highlights
		—  Fourth Quarter 2003 vs Third Quarter 2003
		—  Fourth Quarter 2003 vs Fourth Quarter 2002
	3	Five Quarter Financial Highlights
	4	Year to Date Financial Highlights
Income Statement	5	Current Quarter Consolidated Statement of Income
		—  Fourth Quarter 2003 vs Third Quarter 2003
		—  Fourth Quarter 2003 vs Fourth 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
		—  Fourth Quarter 2003 vs Third Quarter 2003
		—  Fourth Quarter 2003 vs Fourth Quarter 2002
	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
		—  Fourth Quarter 2003 vs Third Quarter 2003
		—  Fourth Quarter 2003 vs Fourth Quarter 2002
	12	Five Quarter Average Balance Sheets
	13	Year to Date Average Balance Sheets
	14	Current Quarter End of Period Balance Sheet
		—  Fourth Quarter 2003 vs Third Quarter 2003
		—  Fourth Quarter 2003 vs Fourth 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
		—  Fourth Quarter 2003 vs Third Quarter 2003
		—  Fourth Quarter 2003 vs Fourth 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.

Page 1

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)
	12/31/2003			09/30/2003			12/31/2003		12/31/2002
Earnings and Earnings Per Share
Revenues (TE and excluding discontinued op.)	$	316,872		318,997	(.7	)	316,872		300,072	5.6
Net income		90,268		85,809	5.2		90,268		84,866	6.4
Average basic shares outstanding		204,953,486		204,609,099			204,953,486		205,360,814
Average diluted shares outstanding		207,009,648		206,005,174			207,009,648		206,994,530
Basic EPS	$	.44		.42	4.8		.44		.41	7.3
Diluted EPS		.44		.42	4.8		.44		.41	7.3
Asset Quality Ratios
Loan loss allowance to total loans		1.29	%	1.30			1.29		1.26
Loan loss allowance to loans (excluding loans held for sale)		1.31		1.34			1.31		1.31
Net loans charged-off (annualized) to average loans		.42		.31			.42		.22
Nonperforming assets to loans plus foreclosed real estate and other repossessed assets		.48		.50			.48		.51
Loan loss allowance to net charge-offs (annualized)		3.04	x	4.30			3.04		5.78
Loan loss allowance to nonperforming loans		5.55		4.79			5.55		5.30
Selected Average Balances
Assets	$	22,845,698		22,727,299	.5		22,845,698		20,981,013	8.9
Loans		13,219,321		13,065,302	1.2		13,219,321		12,803,821	3.2
Investment securities (1)		6,626,168		6,688,614	(.9	)	6,626,168		5,382,247	23.1
Core deposits		13,143,769		13,180,992	(.3	)	13,143,769		12,586,572	4.4
Stockholders’ equity		2,745,465		2,734,081	.4		2,745,465		2,650,155	3.6
Selected Period End Balances
Assets	$	23,016,916		22,890,089	.6		23,016,916		21,472,116	7.2
Loans		13,250,080		13,262,380	(.1	)	13,250,080		12,923,940	2.5
Investment securities		6,619,000		6,702,885	(1.3	)	6,619,000		5,702,661	16.1
Core deposits		13,342,851		13,182,330	1.2		13,342,851		12,771,186	4.5
Stockholders’ equity		2,781,186		2,729,403	1.9		2,781,186		2,682,432	3.7
Shares outstanding		205,136,649		204,808,440			205,136,649		205,408,183
Number of banking offices		481		471			481		479
Number of ATMs		569		555			569		554
Number of full-time equivalent employees (FTE)		5,441		5,458			5,441		5,548
Capital Ratios
Period-end tangible equity to period-end tangible assets		7.00	%	6.74			7.00		6.79
Risk-based capital ratios:
Tier 1 capital		11.37	E	10.81			11.37	E	10.87
Total capital		12.47	E	11.90			12.47	E	12.00
Leverage ratio		8.13	E	7.93			8.13	E	7.91

E—Estimated

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

Page 2

NATIONAL COMMERCE FINANCIAL CORPORATION

Five Quarter Financial Highlights

(In Thousands Except Share and Per Share Data)

	Three Months Ended
	12/31/2003			09/30/2003	06/30/2003	03/31/2003	12/31/2002
Earnings and Earnings Per Share
Revenues (TE and excluding discontinued op.)	$	316,872		318,997	311,451	293,203	300,072
Net income		90,268		85,809	71,507	64,090	84,866
Average Basic Shares Outstanding		204,953,486		204,609,099	204,628,675	205,270,721	205,360,814
Average Diluted Shares Outstanding		207,009,648		206,005,174	205,700,819	206,755,698	206,994,530
Basic EPS	$	.44		.42	.35	.31	.41
Diluted EPS		.44		.42	.35	.31	.41
Asset Quality Ratios
Loan loss allowance to total loans		1.29	%	1.30	1.30	1.33	1.26
Loan loss allowance to loans (excluding loans held for sale)		1.31		1.34	1.35	1.37	1.31
Net loans charged-off (annualized) to average loans		.42		.31	.28	.24	.22
Nonperforming assets to loans plus foreclosed real estate and other repossessed assets		.48		.50	.51	.55	.51
Loan loss allowance to net charge-offs (annualized)		3.04	x	4.30	4.69	5.23	5.78
Loan loss allowance to nonperforming loans		5.55		4.79	4.94	4.96	5.30
Selected Average Balances
Assets	$	22,845,698		22,727,299	22,173,395	21,292,442	20,981,013
Loans		13,219,321		13,065,302	12,614,546	12,789,028	12,803,821
Investment securities (1)		6,626,168		6,688,614	6,674,537	5,706,704	5,382,247
Core deposits		13,143,769		13,180,992	13,056,980	12,734,843	12,586,572
Stockholders’ equity		2,745,465		2,734,081	2,702,937	2,695,846	2,650,155
Selected Period End Balances
Assets	$	23,016,916		22,890,089	22,679,991	21,721,985	21,472,116
Loans		13,250,080		13,262,380	12,909,893	12,288,866	12,923,940
Investment securities		6,619,000		6,702,885	6,756,217	6,594,862	5,702,661
Core deposits		13,342,851		13,182,330	13,382,416	13,121,371	12,771,186
Stockholders’ equity		2,781,186		2,729,403	2,720,435	2,696,014	2,682,432
Shares outstanding		205,136,649		204,808,440	204,384,778	205,009,566	205,408,183
Number of banking offices		481		471	482	483	479
Number of ATMs		569		555	556	559	554
Number of full-time equivalent employees (FTE)		5,441		5,458	5,582	5,564	5,548
Capital Ratios
Period-end tangible equity to period-end tangible assets		7.00	%	6.74	6.70	6.85	6.79
Risk-based capital ratios:
Tier 1 capital		11.37	E	10.81	10.69	10.50	10.87
Total capital		12.47	E	11.90	11.79	11.57	12.00
Leverage ratio		8.13	E	7.93	7.81	8.01	7.91

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)

	Year Ended				$ Change Fav/(Unfav)		% Change Fav/(Unfav)
	12/31/2003			12/31/2002
Earnings and Earnings Per Share
Revenues (TE and excluding discontinued op.)	$	1,240,523		1,153,653	86,870		7.5
Net income		311,674		323,610	(11,936	)	(3.7	)
Average Basic Shares Outstanding		204,863,924		205,933,204
Average Diluted Shares Outstanding		206,367,537		208,143,987
Basic EPS	$	1.52		1.57	(.05	)	(3.2	)
Diluted EPS		1.51		1.55	(.04	)	(2.6	)
Asset Quality Ratios
Loan loss allowance to total loans		1.29	%	1.26
Loan loss allowance to loans (excluding loans held for sale)		1.31	%	1.31
Net loans charged-off to average loans		.32		.25
Loan loss allowance to net charge-offs		4.18	x	5.19
Selected Average Balances
Assets	$	22,265,245		20,355,186	1,910,059		9.4
Loans		12,923,620		12,464,347	459,273		3.7
Investment securities (1)		6,427,250		5,181,826	1,245,424		24.0
Core deposits		13,030,682		12,273,684	756,998		6.2
Stockholders’ equity		2,719,758		2,569,088	150,670		5.9

(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)
	12/31/2003		09/30/2003				12/31/2003	12/31/2002
Income Statement
Loan income (TE)	$	190,799	188,073		1.4		190,799	214,799		(11.2	)
Securities income (TE)		81,051	78,836		2.8		81,051	71,601		13.2
Other interest income (TE)		1,125	303		271.3		1,125	199		465.3
Total interest income (TE)		272,975	267,212		2.2		272,975	286,599		(4.8	)
Savings/NOW and money market expense		9,287	9,372		.9		9,287	14,036		33.8
Jumbo and brokered CD expense		6,354	6,452		1.5		6,354	8,281		23.3
Consumer time deposit expense		32,769	33,981		3.6		32,769	40,878		19.8
Interest expense on deposits		48,410	49,805		2.8		48,410	63,195		23.4
Short-term borrowed funds expense		4,532	4,619		1.9		4,532	4,463		(1.5	)
FHLB advances expense		15,722	18,236		13.8		15,722	23,667		33.6
Trust preferred securities and long-term debt expense		1,920	2,036		5.7		1,920	2,458		21.9
Total interest expense		70,584	74,696		5.5		70,584	93,783		24.7
Net interest income (TE)		202,391	192,516		5.1		202,391	192,816		5.0
Taxable equivalent adjustment		6,963	7,057		1.3		6,963	6,993		.4
Net interest income		195,428	185,459		5.4		195,428	185,823		5.2
Provision for loan losses		12,382	14,972		17.3		12,382	7,127		(73.7	)
Net interest income after provision		183,046	170,487		7.4		183,046	178,696		2.4
Service charges on deposits		41,211	42,295		(2.6	)	41,211	43,884		(6.1	)
Other service charges and fees		8,303	9,565		(13.2	)	8,303	9,736		(14.7	)
Broker/dealer revenue		21,560	24,739		(12.9	)	21,560	22,982		(6.2	)
Asset management		16,234	14,828		9.5		16,234	11,743		38.2
Mortgage banking income		11,422	22,420		(49.1	)	11,422	6,896		65.6
Equity earnings from First Market Bank		1,218	1,314		(7.3	)	1,218	1,084		12.4
Other		8,995	8,777		2.5		8,995	8,903		1.0
Gain (loss) on branch sale		2,200	7,055		(68.8	)	2,200	—		—
Investment securities gains (losses), net		3,338	(4,512	)	(174.0	)	3,338	2,028		64.6
Total noninterest income		114,481	126,481		(9.5	)	114,481	107,256		6.7
Personnel		79,167	85,807		7.7		79,167	75,630		(4.7	)
Occupancy		13,244	14,898		11.1		13,244	12,866		(2.9	)
Equipment		7,399	7,509		1.5		7,399	7,707		4.0
Core deposit amortization		14,337	15,062		4.8		14,337	16,895		15.1
Debt retirement/prepayment penalties (gains)		—	31,987		100.0		—	(65	)	100.0
Other		50,865	51,709		1.6		50,865	48,873		(4.1	)
Total noninterest expense		165,012	206,972		20.3		165,012	161,906		(1.9	)
Income before income taxes		132,515	89,996		47.2		132,515	124,046		6.8
Income taxes		43,014	28,329		(51.8	)	43,014	39,180		(9.8	)
Net income from continuing operations		89,501	61,667		45.1		89,501	84,866		5.5
Discontinued operation—merchant processing		767	24,142		(96.8	)	767	—		—
Net income	$	90,268	85,809		5.2		90,268	84,866		6.4
Average Common Shares Outstanding
Basic		204,953,486	204,609,099				204,953,486	205,360,814
Diluted		207,009,648	206,005,174				207,009,648	206,994,530
Earnings and Dividends Per Share
Basic	$	.44	.42		4.8		.44	.41		7.3
Diluted		.44	.42		4.8		.44	.41		7.3
Cash dividends		.20	.20		—		.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
	12/31/2003		09/30/2003		06/30/2003		03/31/2003		12/31/2002
Income Statement
Loan income (TE)	$	190,799	188,073		190,239		199,861		214,799
Securities income (TE)		81,051	78,836		81,215		70,263		71,601
Other interest income (TE)		1,125	303		357		192		199
Total interest income (TE)		272,975	267,212		271,811		270,316		286,599
Savings/NOW and money market expense		9,287	9,372		11,006		11,957		14,036
Jumbo and brokered CD expense		6,354	6,452		7,378		7,189		8,281
Consumer time deposit expense		32,769	33,981		36,800		38,142		40,878
Interest expense on deposits		48,410	49,805		55,184		57,288		63,195
Short-term borrowed funds expense		4,532	4,619		4,698		4,368		4,463
FHLB advances expense		15,722	18,236		21,397		22,118		23,667
Trust preferred securities and long-term debt expense		1,920	2,036		2,133		2,160		2,458
Total interest expense		70,584	74,696		83,412		85,934		93,783
Net interest income (TE)		202,391	192,516		188,399		184,382		192,816
Taxable equivalent adjustment		6,963	7,057		7,218		6,940		6,993
Net interest income		195,428	185,459		181,181		177,442		185,823
Provision for loan losses		12,382	14,972		13,376		7,684		7,127
Net interest income after provision		183,046	170,487		167,805		169,758		178,696
Service charges on deposits		41,211	42,295		43,500		41,250		43,884
Other service charges and fees		8,303	9,565		9,721		9,341		9,736
Broker/dealer revenue		21,560	24,739		28,152		21,081		22,982
Asset management		16,234	14,828		13,356		12,382		11,743
Mortgage banking income		11,422	22,420		17,092		13,880		6,896
Equity earnings from First Market Bank		1,218	1,314		1,071		926		1,084
Other		8,995	8,777		7,700		7,642		8,903
Gain (loss) on branch sale		2,200	7,055		—		(145	)	—
Investment securities gains (losses), net		3,338	(4,512	)	2,460		2,464		2,028
Total noninterest income		114,481	126,481		123,052		108,821		107,256
Personnel		79,167	85,807		83,117		81,679		75,630
Occupancy		13,244	14,898		13,292		12,904		12,866
Equipment		7,399	7,509		7,992		7,405		7,707
Core deposit amortization		14,337	15,062		15,673		16,284		16,895
First Mercantile litigation		—	—		1,041		19,654		—
Employment contract terminations		—	—		14,108		—		—
Debt retirement/prepayment penalties (gains)		—	31,987		(326	)	—		(65	)
Other		50,865	51,709		51,341		46,404		48,873
Total noninterest expense		165,012	206,972		186,238		184,330		161,906
Income before income taxes		132,515	89,996		104,619		94,249		124,046
Income taxes		43,014	28,329		33,112		30,159		39,180
Net income from continuing operations		89,501	61,667		71,507		64,090		84,866
Discontinued operation—merchant processing		767	24,142		—		—		—
Net income	$	90,268	85,809		71,507		64,090		84,866
Average Common Shares Outstanding
Basic		204,953,486	204,609,099		204,628,675		205,270,721		205,360,814
Diluted		207,009,648	206,005,174		205,700,819		206,755,698		206,994,530
Earnings and Dividends Per Share
Basic	$	.44	.42		.35		.31		.41
Diluted		.44	.42		.35		.31		.41
Cash dividends		.20	.20		.17		.17		.17

Page 6

NATIONAL COMMERCE FINANCIAL CORPORATION

Year to Date Consolidated Statements of Income

(In Thousands Except Share and Per Share Data)

	Year Ended				$ Change Fav/(Unfav)		% Change Fav/(Unfav)
	12/31/2003		12/31/2002
Income Statement
Loan income (TE)	$	768,972	871,958		(102,986	)	(11.8	)
Securities income (TE)		311,365	286,995		24,370		8.5
Other interest income (TE)		1,977	1,003		974		97.1
Total interest income (TE)		1,082,314	1,159,956		(77,642	)	(6.7	)
Savings/NOW and money market expense		41,622	65,570		23,948		36.5
Jumbo and brokered CD expense		27,373	34,000		6,627		19.5
Consumer time deposit expense		141,692	176,189		34,497		19.6
Interest expense on deposits		210,687	275,759		65,072		23.6
Short-term borrowed funds expense		18,217	17,817		(400	)	(2.2	)
FHLB advances expense		77,473	93,492		16,019		17.1
Trust preferred securities and long-term debt expense		8,249	9,823		1,574		16.0
Total interest expense		314,626	396,891		82,265		20.7
Net interest income (TE)		767,688	763,065		4,623		.6
Taxable equivalent adjustment		28,178	29,459		(1,281	)	(4.3	)
Net interest income		739,510	733,606		5,904		.8
Provision for loan losses		48,414	32,344		(16,070	)	(49.7	)
Net interest income after provision		691,096	701,262		(10,166	)	(1.4	)
Service charges on deposits		168,256	159,402		8,854		5.6
Other service charges and fees		36,930	38,381		(1,451	)	(3.8	)
Broker/dealer revenue		95,532	75,645		19,887		26.3
Asset management		56,800	50,916		5,884		11.6
Mortgage banking income		64,814	18,494		46,320		250.5
Equity earnings from First Market Bank		4,529	3,447		1,082		31.4
Other		33,114	32,801		313		1.0
Gain (loss) on branch sale		9,110	—		9,110		—
Investment securities gains, net		3,750	11,502		(7,752	)	(67.4	)
Total noninterest income		472,835	390,588		82,247		21.1
Personnel		329,770	284,030		(45,740	)	(16.1	)
Occupancy		54,338	48,486		(5,852	)	(12.1	)
Equipment		30,305	28,188		(2,117	)	(7.5	)
Core deposit amortization		61,356	69,930		8,574		12.3
First Mercantile litigation		20,695	—		(20,695	)	—
Employment contract terminations		14,108	—		(14,108	)	—
Debt retirement/prepayment penalties (gains)		31,661	(400	)	(32,061	)	N/A
Conversion/merger expenses		—	4,940		4,940		100.0
Other		200,319	182,654		(17,665	)	(9.7	)
Total noninterest expense		742,552	617,828		(124,724	)	(20.2	)
Income before income taxes		421,379	474,022		(52,643	)	(11.1	)
Income taxes		134,614	150,412		15,798		10.5
Net income from continuing operations		286,765	323,610		(36,845	)	(11.4	)
Discontinued operation—merchant processing		24,909	—		24,909		—
Net income	$	311,674	323,610		(11,936	)	(3.7	)
Average Common Shares Outstanding
Basic		204,863,924	205,933,204
Diluted		206,367,537	208,143,987
Earnings and Dividends Per Share
Basic	$	1.52	1.57		(.05	)	(3.2	)
Diluted		1.51	1.55		(.04	)	(2.6	)
Cash dividends		.74	.64		.10		15.6

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)
	12/31/03			9/30/03				12/31/03		12/31/02
Traditional Banking
Net interest income (TE)	$	195,876		187,218		4.6		195,876		186,708		4.9
Provision for loan losses		(12,382	)	(14,972	)	17.3		(12,382	)	(7,127	)	(73.7	)
Gain (loss) on branch sale		2,200		7,055		68.8		2,200		—		—
Other noninterest income		66,022		69,403		(4.9	)	66,022		64,495		2.4
Intangibles amortization		(14,337	)	(15,062	)	4.8		(14,337	)	(16,895	)	15.1
Debt retirement/prepayment (penalties) gains		—		(31,987	)	100.0		—		65		100.0
Other noninterest expense		(113,153	)	(120,927	)	6.4		(113,153	)	(110,040	)	(2.8	)
Income before income taxes (TE)		124,226		80,728		53.9		124,226		117,206		6.0
Income taxes		45,515		27,533		(65.3	)	45,515		40,778		(11.6	)
Net income from continuing operations		78,711		53,195		48.0		78,711		76,428		3.0
Discontinued operation—merchant processing		—		—		—		—		—		—
Net income	$	78,711		53,195		48.0		78,711		76,428		3.0
Financial Enterprises
Net interest income (TE)	$	6,515		5,298		23.0		6,515		6,108		6.7
Provision for loan losses		—		—		—		—		—		—
Gain (loss) on branch sale		—		—		—		—		—		—
Other noninterest income		48,104		51,965		(7.4	)	48,104		44,367		8.4
Intangibles amortization		—		—		—		—		—		—
Debt retirement/prepayment (penalties) gains		—		—		—		—		—		—
Other noninterest expense		(39,367	)	(40,938	)	3.8		(39,367	)	(36,642	)	(7.4	)
Income before income taxes (TE)		15,252		16,325		(6.6	)	15,252		13,833		10.3
Income taxes		4,462		7,853		43.2		4,462		5,395		17.3
Net income from continuing operations		10,790		8,472		27.4		10,790		8,438		27.9
Discontinued operation—merchant processing		767		24,142		(96.8	)	767		—		—
Net income	$	11,557		32,614		(64.6	)	11,557		8,438		37.0
Fully Consolidated
Net interest income (TE)	$	202,391		192,516		5.1		202,391		192,816		5.0
Provision for loan losses		(12,382	)	(14,972	)	17.3		(12,382	)	(7,127	)	(73.7	)
Gain (loss) on branch sale		2,200		7,055		68.8		2,200		—		—
Other noninterest income		112,281		119,426		(6.0	)	112,281		107,256		4.7
Intangibles amortization		(14,337	)	(15,062	)	4.8		(14,337	)	(16,895	)	15.1
Debt retirement/prepayment (penalties) gains		—		(31,987	)	100.0		—		65		100.0
Other noninterest expense		(150,675	)	(159,923	)	5.8		(150,675	)	(145,076	)	(3.9	)
Income before income taxes (TE)		139,478		97,053		43.7		139,478		131,039		6.4
Income taxes		49,977		35,386		(41.2	)	49,977		46,173		(8.2	)
Net income from continuing operations		89,501		61,667		45.1		89,501		84,866		5.5
Discontinued operation—merchant processing		767		24,142		(96.8	)	767		—		—
Net income	$	90,268		85,809		5.2		90,268		84,866		6.4

(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
	12/31/2003			09/30/2003		06/30/2003		03/31/2003		12/31/2002
Traditional Banking
Net interest income (TE)	$	195,876		187,218		183,113		179,167		186,708
Provision for loan losses		(12,382	)	(14,972	)	(13,376	)	(7,684	)	(7,127	)
Gain (loss) on branch sale		2,200		7,055		—		(145	)	—
Other noninterest income		66,022		69,403		70,935		65,827		64,495
Intangibles amortization		(14,337	)	(15,062	)	(15,673	)	(16,284	)	(16,895	)
First Mercantile litigation		—		—		—		—		—
Employment contract terminations		—		—		(14,108	)	—		—
Debt retirement/prepayment (penalties) gains		—		(31,987	)	326		—		65
Other noninterest expense		(113,153	)	(120,927	)	(116,947	)	(115,279	)	(110,040	)
Income before income taxes (TE)		124,226		80,728		94,270		105,602		117,206
Income taxes		45,515		27,533		33,479		38,820		40,778
Net income from continuing operations		78,711		53,195		60,791		66,782		76,428
Discontinued operation—merchant processing		—		—		—		—		—
Net income	$	78,711		53,195		60,791		66,782		76,428
Financial Enterprises
Net interest income (TE)	$	6,515		5,298		5,286		5,215		6,108
Provision for loan losses		—		—		—		—		—
Gain (loss) on branch sale		—		—		—		—		—
Other noninterest income		48,104		51,965		54,215		44,757		44,367
Intangibles amortization		—		—		—		—		—
First Mercantile litigation		—		—		(1,041	)	(19,654	)	—
Employment contract terminations		—		—		—		—		—
Debt retirement/prepayment (penalties) gains		—		—		—		—		—
Other noninterest expense		(39,367	)	(40,938	)	(40,893	)	(34,731	)	(36,642	)
Income before income taxes (TE)		15,252		16,325		17,567		(4,413	)	13,833
Income taxes		4,462		7,853		6,851		(1,721	)	5,395
Net income from continuing operations		10,790		8,472		10,716		(2,692	)	8,438
Discontinued operation—merchant processing		767		24,142		—		—		—
Net income	$	11,557		32,614		10,716		(2,692	)	8,438
Fully Consolidated
Net interest income (TE)	$	202,391		192,516		188,399		184,382		192,816
Provision for loan losses		(12,382	)	(14,972	)	(13,376	)	(7,684	)	(7,127	)
Gain (loss) on branch sale		2,200		7,055		—		(145	)	—
Other noninterest income		112,281		119,426		123,052		108,966		107,256
Intangibles amortization		(14,337	)	(15,062	)	(15,673	)	(16,284	)	(16,895	)
First Mercantile litigation		—		—		(1,041	)	(19,654	)	—
Employment contract terminations		—		—		(14,108	)	—		—
Debt retirement/prepayment (penalties) gains		—		(31,987	)	326		—		65
Other noninterest expense		(150,675	)	(159,923	)	(155,742	)	(148,392	)	(145,076	)
Income before income taxes (TE)		139,478		97,053		111,837		101,189		131,039
Income taxes		49,977		35,386		40,330		37,099		46,173
Net income from continuing operations		89,501		61,667		71,507		64,090		84,866
Discontinued operation—merchant processing		767		24,142		—		—		—
Net income	$	90,268		85,809		71,507		64,090		84,866

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

Page 9

NATIONAL COMMERCE FINANCIAL CORPORATION

Year to Date Operating Segment Statements of Income

(In Thousands)

	Year Ended					$ Change Fav/(Unfav)		% Change Fav/(Unfav)
	12/31/2003			12/31/2002
Traditional Banking
Net interest income (TE)	$	745,374		742,373		3,001		.4
Provision for loan losses		(48,414	)	(32,344	)	(16,070	)	(49.7	)
Gain on branch sale		9,110		—		9,110		—
Other noninterest income		272,187		223,784		48,403		21.6
Intangibles amortization		(61,356	)	(69,930	)	8,574		12.3
First Mercantile litigation		—		—		—		—
Employment contract terminations		(14,108	)	—		(14,108	)	—
Debt retirement/prepayment (penalties) gains		(31,661	)	400		(32,061	)	N/A
Conversion/merger expenses		—		(4,940	)	4,940		100.0
Other noninterest expense		(466,306	)	(413,479	)	(52,827	)	(12.8	)
Income before income taxes (TE)		404,826		445,864		(41,038	)	(9.2	)
Income taxes		145,347		157,400		12,053		7.7
Net income from continuing operations		259,479		288,464		(28,985	)	(10.0	)
Discontinued operation—merchant processing		—		—		—		—
Net income	$	259,479		288,464		(28,985	)	(10.0	)
Financial Enterprises
Net interest income (TE)	$	22,314		20,692		1,622		7.8
Provision for loan losses		—		—		—		—
Gain on branch sale		—		—		—		—
Other noninterest income		199,041		173,737		25,304		14.6
Intangibles amortization		—		—		—		—
First Mercantile litigation		(20,695	)	—		(20,695	)	—
Employment contract terminations		—		—		—		—
Debt retirement/prepayment (penalties) gains		—		—		—		—
Conversion/merger expenses		—		—		—		—
Other noninterest expense		(155,929	)	(136,812	)	(19,117	)	(14.0	)
Income before income taxes (TE)		44,731		57,617		(12,886	)	(22.4	)
Income taxes		17,445		22,471		5,026		22.4
Net income from continuing operations		27,286		35,146		(7,860	)	(22.4	)
Discontinued operation—merchant processing		24,909		—		24,909		—
Net income	$	52,195		35,146		17,049		48.5
Fully Consolidated
Net interest income (TE)	$	767,688		763,065		4,623		.6
Provision for loan losses		(48,414	)	(32,344	)	(16,070	)	(49.7	)
Gain on branch sale		9,110		—		9,110		—
Other noninterest income		463,725		390,588		73,137		18.7
Intangibles amortization		(61,356	)	(69,930	)	8,574		12.3
First Mercantile litigation		(20,695	)	—		(20,695	)	—
Employment contract terminations		(14,108	)	—		(14,108	)	—
Debt retirement/prepayment (penalties) gains		(31,661	)	400		(32,061	)	N/A
Conversion/merger expenses		—		(4,940	)	4,940		100.0
Other noninterest expense		(614,732	)	(543,358	)	(71,374	)	(13.1	)
Income before income taxes (TE)		449,557		503,481		(53,924	)	(10.7	)
Income taxes		162,792		179,871		17,079		9.5
Net income from continuing operations		286,765		323,610		(36,845	)	(11.4	)
Discontinued operation—merchant processing		24,909		—		24,909		—
Net income	$	311,674		323,610		(11,936	)	(3.7	)

(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)
	12/31/2003		09/30/2003			12/31/2003	12/31/2002
Assets
Cash and due from banks	$	458,469	450,576	1.8		458,469	419,601	9.3
Time deposits in other banks		64,169	5,726	N/A		64,169	8,491	N/A
Federal funds sold and other short-term investments		142,362	148,627	(4.2	)	142,362	35,083	305.8
Investment securities (1)		6,626,168	6,688,614	(.9	)	6,626,168	5,382,247	23.1
Trading securities		188,287	136,198	38.2		188,287	70,464	167.2
Loans:
Commercial		3,732,128	3,547,153	5.2		3,732,128	3,246,050	15.0
Construction and commercial real estate		3,776,419	3,785,911	(.3	)	3,776,419	3,666,631	3.0
Mortgage (including loans held for sale)		1,221,013	1,315,157	(7.2	)	1,221,013	1,734,853	(29.6	)
Consumer		4,278,651	4,207,450	1.7		4,278,651	3,950,658	8.3
Revolving credit		82,922	80,631	2.8		82,922	73,195	13.3
Lease financing		128,188	129,000	(.6	)	128,188	132,434	(3.2	)
Total loans		13,219,321	13,065,302	1.2		13,219,321	12,803,821	3.2
Allowance for loan losses		171,580	168,160	2.0		171,580	163,012	5.3
Net loans		13,047,741	12,897,142	1.2		13,047,741	12,640,809	3.2
Bank owned life insurance		239,161	235,741	1.5		239,161	224,742	6.4
Investment in First Market Bank		31,803	30,471	4.4		31,803	27,265	16.6
Premises and equipment		271,113	276,435	(1.9	)	271,113	257,005	5.5
Goodwill		1,085,565	1,083,340	.2		1,085,565	1,073,597	1.1
Core deposit intangibles		180,879	197,593	(8.5	)	180,879	245,583	(26.3	)
Other assets		509,981	576,836	(11.6	)	509,981	596,126	(14.5	)
Total assets	$	22,845,698	22,727,299	.5		22,845,698	20,981,013	8.9
Liabilities
Deposits:
Demand deposits (noninterest-bearing)	$	2,554,870	2,565,673	(.4	)	2,554,870	2,120,154	20.5
Savings, NOW and money market accounts		5,799,594	5,845,036	(.8	)	5,799,594	5,601,106	3.5
Jumbo and brokered certificates of deposit		2,207,988	2,166,011	1.9		2,207,988	1,740,695	26.8
Time deposits		4,789,305	4,770,283	.4		4,789,305	4,865,312	(1.6	)
Total deposits		15,351,757	15,347,003	—		15,351,757	14,327,267	7.2
Short-term borrowings		1,685,250	1,608,179	4.8		1,685,250	1,134,553	48.5
FHLB advances		2,312,746	2,218,184	4.3		2,312,746	2,132,665	8.4
Trust preferred securities and long-term debt		299,867	297,701	.7		299,867	285,003	5.2
Other liabilities		450,613	522,151	(13.7	)	450,613	451,370	(.2	)
Total liabilities		20,100,233	19,993,218	.5		20,100,233	18,330,858	9.7
Stockholders’ Equity
Common stock		409,907	409,218	.2		409,907	410,722	(.2	)
Additional paid-in capital		1,737,372	1,733,149	.2		1,737,372	1,752,110	(.8	)
Retained earnings		593,057	544,342	8.9		593,057	439,535	34.9
Accumulated other comprehensive income		5,129	47,372	(89.2	)	5,129	47,788	(89.3	)
Total stockholders’ equity		2,745,465	2,734,081	.4		2,745,465	2,650,155	3.6
Total liabilities and stockholders’ equity	$	22,845,698	22,727,299	.5		22,845,698	20,981,013	8.9

(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
	12/31/2003		09/30/2003	06/30/2003	03/31/2003	12/31/2002
Assets
Cash and due from banks	$	458,469	450,576	422,653	398,564	419,601
Time deposits in other banks		64,169	5,726	5,742	9,575	8,491
Federal funds sold and other short-term investments		142,362	148,627	107,462	51,187	35,083
Investment securities (1)		6,626,168	6,688,614	6,674,537	5,706,704	5,382,247
Trading securities		188,287	136,198	120,999	87,496	70,464
Loans:
Commercial		3,732,128	3,547,153	3,492,900	3,350,959	3,246,050
Construction and commercial real estate		3,776,419	3,785,911	3,690,766	3,677,697	3,666,631
Mortgage (including loans held for sale)		1,221,013	1,315,157	1,159,296	1,601,618	1,734,853
Consumer		4,278,651	4,207,450	4,059,490	3,945,287	3,950,658
Revolving credit		82,922	80,631	78,142	76,939	73,195
Lease financing		128,188	129,000	133,952	136,528	132,434
Total loans		13,219,321	13,065,302	12,614,546	12,789,028	12,803,821
Allowance for loan losses		171,580	168,160	164,108	163,203	163,012
Net loans		13,047,741	12,897,142	12,450,438	12,625,825	12,640,809
Bank owned life insurance		239,161	235,741	231,397	228,214	224,742
Investment in First Market Bank		31,803	30,471	29,248	28,353	27,265
Premises and equipment		271,113	276,435	276,227	258,614	257,005
Goodwill		1,085,565	1,083,340	1,082,077	1,077,121	1,073,597
Core deposit intangibles		180,879	197,593	213,065	229,044	245,583
Other assets		509,981	576,836	559,550	591,745	596,126
Total assets	$	22,845,698	22,727,299	22,173,395	21,292,442	20,981,013
Liabilities
Deposits:
Demand deposits (noninterest-bearing)	$	2,554,870	2,565,673	2,375,641	2,140,299	2,120,154
Savings, NOW and money market accounts		5,799,594	5,845,036	5,765,351	5,684,696	5,601,106
Jumbo and brokered certificates of deposit		2,207,988	2,166,011	2,032,881	1,796,198	1,740,695
Time deposits		4,789,305	4,770,283	4,915,988	4,909,848	4,865,312
Total deposits		15,351,757	15,347,003	15,089,861	14,531,041	14,327,267
Short-term borrowings		1,685,250	1,608,179	1,388,604	1,249,458	1,134,553
FHLB advances		2,312,746	2,218,184	2,197,173	2,056,896	2,132,665
Trust preferred securities and long-term debt		299,867	297,701	299,247	296,745	285,003
Other liabilities		450,613	522,151	495,573	462,456	451,370
Total liabilities		20,100,233	19,993,218	19,470,458	18,596,596	18,330,858
Stockholders’ Equity
Common stock		409,907	409,218	409,257	410,541	410,722
Additional paid-in capital		1,737,372	1,733,149	1,735,104	1,749,408	1,752,110
Retained earnings		593,057	544,342	512,491	485,214	439,535
Accumulated other comprehensive income		5,129	47,372	46,085	50,683	47,788
Total stockholders’ equity		2,745,465	2,734,081	2,702,937	2,695,846	2,650,155
Total liabilities and stockholders’ equity	$	22,845,698	22,727,299	22,173,395	21,292,442	20,981,013

(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)

	Year Ended
	12/31/2003		12/31/2002	$ Change		% Change
Assets
Cash and due from banks	$	432,779	436,503	(3,724	)	(.9	)
Time deposits in other banks		21,410	16,045	5,365		33.4
Federal funds sold and other short-term investments		112,758	31,299	81,459		260.3
Investment securities (1)		6,427,250	5,181,826	1,245,424		24.0
Trading securities		133,529	77,780	55,749		71.7
Loans:
Commercial		3,531,874	3,115,922	415,952		13.3
Construction and commercial real estate		3,733,114	3,557,559	175,555		4.9
Mortgage (including loans held for sale)		1,323,203	1,714,784	(391,581	)	(22.8	)
Consumer		4,123,865	3,873,125	250,740		6.5
Revolving credit		79,678	69,443	10,235		14.7
Lease financing		131,886	133,514	(1,628	)	(1.2	)
Total loans		12,923,620	12,464,347	459,273		3.7
Allowance for loan losses		166,790	160,929	5,861		3.6
Net loans		12,756,830	12,303,418	453,412		3.7
Bank owned life insurance		233,664	219,380	14,284		6.5
Investment in First Market Bank		29,980	25,889	4,091		15.8
Premises and equipment		270,648	246,714	23,934		9.7
Goodwill		1,082,052	1,056,830	25,222		2.4
Core deposit intangibles		204,993	264,973	(59,980	)	(22.6	)
Other assets		559,352	494,529	64,823		13.1
Total assets	$	22,265,245	20,355,186	1,910,059		9.4
Liabilities
Deposits:
Demand deposits (noninterest-bearing)	$	2,410,685	1,945,872	464,813		23.9
Savings, NOW and money market accounts		5,774,180	5,619,626	154,554		2.8
Jumbo and brokered certificates of deposit		2,052,214	1,632,993	419,221		25.7
Time deposits		4,845,817	4,708,186	137,631		2.9
Total deposits		15,082,896	13,906,677	1,176,219		8.5
Short-term borrowings		1,484,410	1,106,456	377,954		34.2
FHLB advances		2,197,011	2,077,508	119,503		5.8
Trust preferred securities and long-term debt		298,397	282,703	15,694		5.6
Other liabilities		482,773	412,754	70,019		17.0
Total liabilities		19,545,487	17,786,098	1,759,389		9.9
Stockholders’ Equity
Common stock		409,728	411,866	(2,138	)	(.5	)
Additional paid-in capital		1,738,710	1,767,889	(29,179	)	(1.7	)
Retained earnings		534,100	367,485	166,615		45.3
Accumulated other comprehensive income		37,220	21,848	15,372		70.4
Total stockholders’ equity		2,719,758	2,569,088	150,670		5.9
Total liabilities and stockholders’ equity	$	22,265,245	20,355,186	1,910,059		9.4

(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			% Inc/(Decr)		As of		% Inc/(Decr)
	12/31/2003		09/30/2003			12/31/2003	12/31/2002
Assets
Cash and due from banks	$	558,313	520,138	7.3		558,313	517,295	7.9
Time deposits in other banks		64,174	9,335	587.5		64,174	12,276	422.8
Federal funds sold and other short-term investments		129,722	105,629	22.8		129,722	73,186	77.2
Investment securities:
Available for sale		5,238,429	5,254,107	(.3	)	5,238,429	4,777,009	9.7
Held to maturity		1,380,571	1,448,778	(4.7	)	1,380,571	925,652	49.1
Trading securities		280,649	175,048	60.3		280,649	116,954	140.0
Loans:
Commercial		3,820,585	3,654,366	4.5		3,820,585	3,329,451	14.8
Construction and commercial real estate		3,723,336	3,854,437	(3.4	)	3,723,336	3,655,671	1.9
Mortgage (including loans held for sale)		1,148,189	1,304,138	(12.0	)	1,148,189	1,798,326	(36.2	)
Consumer		4,342,695	4,238,782	2.5		4,342,695	3,933,482	10.4
Revolving credit		84,534	81,916	3.2		84,534	74,463	13.5
Lease financing		130,741	128,741	1.6		130,741	132,547	(1.4	)
Total loans		13,250,080	13,262,380	(.1	)	13,250,080	12,923,940	2.5
Allowance for loan losses		170,452	172,186	(1.0	)	170,452	163,424	4.3
Net loans		13,079,628	13,090,194	(.1	)	13,079,628	12,760,516	2.5
Bank owned life insurance		241,481	237,840	1.5		241,481	227,051	6.4
Investment in First Market Bank		32,527	31,309	3.9		32,527	27,997	16.2
Premises and equipment		266,401	273,395	(2.6	)	266,401	257,676	3.4
Goodwill		1,085,565	1,085,565	—		1,085,565	1,077,118	.8
Core deposit intangibles		172,658	187,867			172,658	236,916	(27.1	)
Other assets		486,798	470,884	3.4		486,798	462,470	5.3
Total assets	$	23,016,916	22,890,089	.6		23,016,916	21,472,116	7.2
Liabilities
Deposits:
Demand deposits (noninterest-bearing)	$	2,602,026	2,672,509	(2.6	)	2,602,026	2,241,833	16.1
Savings, NOW and money market accounts		5,878,002	5,813,981	1.1		5,878,002	5,666,407	3.7
Jumbo and brokered certificates of deposit		2,206,736	2,277,003	(3.1	)	2,206,736	1,723,548	28.0
Time deposits		4,862,823	4,695,840	3.6		4,862,823	4,862,946	(.0	)
Total deposits		15,549,587	15,459,333	.6		15,549,587	14,494,734	7.3
Short-term borrowings		1,671,908	1,641,172	1.9		1,671,908	1,452,764	15.1
FHLB advances		2,301,191	2,324,433	(1.0	)	2,301,191	2,106,474	9.2
Trust preferred securities and long-term debt		277,996	303,248	(8.3	)	277,996	296,707	(6.3	)
Other liabilities		435,048	432,500	.6		435,048	439,005	(.9	)
Total liabilities		20,235,730	20,160,686	.4		20,235,730	18,789,684	7.7
Stockholders’ Equity
Common stock		410,273	409,617	.2		410,273	410,816	(.1	)
Additional paid-in capital		1,738,157	1,736,411	.1		1,738,157	1,753,241	(.9	)
Retained earnings		627,406	578,249	8.5		627,406	467,641	34.2
Accumulated other comprehensive income		5,350	5,126	4.4		5,350	50,734	(89.5	)
Total stockholders’ equity		2,781,186	2,729,403	1.9		2,781,186	2,682,432	3.7
Total liabilities and stockholders’ equity	$	23,016,916	22,890,089	.6		23,016,916	21,472,116	7.2

Page 14

NATIONAL COMMERCE FINANCIAL CORPORATION

Five Quarter End of Period Balance Sheets

(In Thousands Except Share and Per Share Data)

	As of
	12/31/2003		09/30/2003	06/30/2003	03/31/2003	12/31/2002
Assets
Cash and due from banks	$	558,313	520,138	536,123	522,814	517,295
Time deposits in other banks		64,174	9,335	5,265	4,328	12,276
Federal funds sold and other short-term investments		129,722	105,629	160,383	42,899	73,186
Investment securities:
Available for sale		5,238,429	5,254,107	5,311,700	5,299,253	4,777,009
Held to maturity		1,380,571	1,448,778	1,444,517	1,295,609	925,652
Trading securities		280,649	175,048	105,923	80,842	116,954
Loans:
Commercial		3,820,585	3,654,366	3,570,337	3,403,217	3,329,451
Construction and commercial real estate		3,723,336	3,854,437	3,719,164	3,689,692	3,655,671
Mortgage (including loans held for sale) (1)		1,148,189	1,304,138	1,282,062	1,017,221	1,798,326
Consumer		4,342,695	4,238,782	4,128,195	3,966,994	3,933,482
Revolving credit		84,534	81,916	79,437	76,616	74,463
Lease financing		130,741	128,741	130,698	135,126	132,547
Total loans		13,250,080	13,262,380	12,909,893	12,288,866	12,923,940
Allowance for loan losses		170,452	172,186	167,316	162,842	163,424
Net loans		13,079,628	13,090,194	12,742,577	12,126,024	12,760,516
Bank owned life insurance		241,481	237,840	233,452	230,228	227,051
Investment in First Market Bank		32,527	31,309	29,995	28,923	27,997
Premises and equipment		266,401	273,395	275,612	274,433	257,676
Goodwill		1,085,565	1,085,565	1,083,157	1,077,332	1,077,118
Core deposit intangibles		172,658	187,867	204,959	220,632	236,916
Other assets		486,798	470,884	546,328	518,668	462,470
Total assets	$	23,016,916	22,890,089	22,679,991	21,721,985	21,472,116
Liabilities
Deposits:
Demand deposits (noninterest-bearing)	$	2,602,026	2,672,509	2,657,291	2,383,806	2,241,833
Savings, NOW and money market accounts		5,878,002	5,813,981	5,849,113	5,795,400	5,666,407
Jumbo and brokered certificates of deposit		2,206,736	2,277,003	2,063,785	1,804,492	1,723,548
Time deposits		4,862,823	4,695,840	4,876,012	4,942,165	4,862,946
Total deposits		15,549,587	15,459,333	15,446,201	14,925,863	14,494,734
Short-term borrowings		1,671,908	1,641,172	1,465,425	1,351,105	1,452,764
FHLB advances		2,301,191	2,324,433	2,274,384	1,951,912	2,106,474
Trust preferred securities and long-term debt		277,996	303,248	295,049	300,127	296,707
Other liabilities		435,048	432,500	478,497	496,964	439,005
Total liabilities		20,235,730	20,160,686	19,959,556	19,025,971	18,789,684
Stockholders’ Equity
Common stock		410,273	409,617	408,770	410,019	410,816
Additional paid-in-capital		1,738,157	1,736,411	1,730,367	1,743,146	1,753,241
Retained earnings		627,406	578,249	533,462	496,783	467,641
Accumulated other comprehensive income		5,350	5,126	47,836	46,066	50,734
Total stockholders’ equity		2,781,186	2,729,403	2,720,435	2,696,014	2,682,432
Total liabilities and stockholders’ equity	$	23,016,916	22,890,089	22,679,991	21,721,985	21,472,116

(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	—			—		—		323,610		—		323,610
Restricted stock transactions, net	5,115			10		2,488		—		—		2,498
Options exercised, net of shares tendered	2,256,614			4,514		37,238		—		—		41,752
Shares repurchased and retired	(2,356,900	)		(4,714	)	(53,020	)	—		—		(57,734	)
Common stock issued in acquisitions	610,998			1,222		13,637		—		—		14,859
Cash dividends ($.64 per share)	—			—		—		(132,311	)	—		(132,311	)
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	—			—		—		—		37,892		37,892
Other transactions, net	(166,357	)		(333	)	(3,230	)	—		—		(3,563	)
Balance December 31, 2002	205,408,183		$	410,816		1,753,241		467,641		50,734		2,682,432
Balance January 1, 2003	205,408,183		$	410,816		1,753,241		467,641		50,734		2,682,432
Net income	—			—		—		311,674		—		311,674
Restricted stock transactions, net	42,092			84		1,490		—		—		1,574
Options exercised, net of shares tendered	1,545,388			3,091		23,551		—		—		26,642
Shares repurchased and retired	(1,892,964	)		(3,786	)	(39,919	)	—		—		(43,705	)
Cash dividends ($.74 per share)	—			—		—		(151,909	)	—		(151,909	)
Change in minimum pension liability, net of applicable income taxes	—			—		—		—		(742	)	(742	)
Change in unrealized gains on investment securities available for sale, net of applicable income taxes	—			—		—		—		(39,625	)	(39,625	)
Change in unrealized loss on hedging
instruments, net of applicable income taxes	—			—		—		—		(5,017	)	(5,017	)
Other transactions, net	33,950			68		(206	)	—		—		(138	)
Balance December 31, 2003	205,136,649		$	410,273		1,738,157		627,406		5,350		2,781,186

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				%
	12/31/03			9/30/03		Inc/(Decr)		12/31/03		12/31/02		Inc/(Decr)
Allowance For Loan Losses
Beginning balance	$	172,186		167,316		2.9		172,186		163,336		5.4
Charge-offs:
Commercial		(7,348	)	(3,023	)	143.1		(7,348	)	(1,287	)	470.9
Construction and commercial real estate		(106	)	(19	)	457.9		(106	)	(123	)	(13.8	)
Secured by real estate		(1,140	)	(1,833	)	(37.8	)	(1,140	)	(951	)	19.9
Consumer		(6,048	)	(5,355	)	12.9		(6,048	)	(4,053	)	49.2
Revolving credit		(1,016	)	(1,077	)	(5.7	)	(1,016	)	(1,255	)	(19.0	)
Lease financing		(849	)	(146	)	481.5		(849	)	(708	)	19.9
Total charge-offs		(16,507	)	(11,453	)	44.1		(16,507	)	(8,377	)	97.1
Recoveries:
Commercial		1,280		218		487.2		1,280		125		924.0
Construction and commercial real estate		1		22		(95.5	)	1		—		—
Secured by real estate		70		145		(51.7	)	70		49		42.9
Consumer		693		705		(1.7	)	693		813		(14.8	)
Revolving credit		250		240		4.2		250		231		8.2
Lease financing		97		21		361.9		97		38		155.3
Total recoveries		2,391		1,351		77.0		2,391		1,256		90.4
Net charge-offs		(14,116	)	(10,102	)	39.7		(14,116	)	(7,121	)	98.2
Provision for loan losses		12,382		14,972		(17.3	)	12,382		7,127		73.7
Changes from acquisitions (sales)		—		—		—		—		82		(100.0	)
Ending balance	$	170,452		172,186		(1.0	)	170,452		163,424		4.3
Nonperforming Assets
Nonaccrual loans by loan type:
Commercial	$	13,991		15,691		(10.8	)	13,991		16,992		(17.7	)
Construction and commercial real estate		10,944		13,911		(21.3	)	10,944		8,531		28.3
Secured by real estate		1,701		239		611.7		1,701		2,261		(24.8	)
Consumer		2,916		4,734		(38.4	)	2,916		2,089		39.6
Lease financing		1,137		1,408		(19.2	)	1,137		933		21.9
Total nonperforming loans		30,689		35,983		(14.7	)	30,689		30,806		(.4	)
Foreclosed real estate		28,196		25,500		10.6		28,196		25,480		10.7
Nonperforming loans and foreclosed real estate		58,885		61,483		(4.2	)	58,885		56,286		4.6
Other repossessed assets		4,638		5,138		(9.7	)	4,638		9,285		(50.0	)
Nonperforming assets	$	63,523		66,621		(4.7	)	63,523		65,571		(3.1	)
Ninety days past due and accruing	$	64,457		59,691		8.0		64,457		49,803		29.4
Asset Quality Ratios
Net charge-offs (annualized) by loan type:
Commercial		.65	%	.31				.65		.14
Construction and commercial real estate		.01		—				.01		.01
Secured by real estate		.35		.51				.35		.21
Consumer		.50		.44				.50		.33
Revolving credit		3.66		4.12				3.66		5.55
Lease financing		2.33		.38				2.33		2.01
Net loans charged-off (annualized) to average loans		.42		.31				.42		.22
Nonperforming loans to total loans		.23		.27				.23		.24
Nonperforming loans and foreclosed real estate to loans and foreclosed real estate		.44		.46				.44		.43
Nonperforming assets to loans plus foreclosed real estate and other repossessed assets		.48		.50				.48		.51
Loan loss allowance to total loans		1.29		1.30				1.29		1.26
Loan loss allowance to loans (excluding loans held for sale)		1.31		1.34				1.31		1.31
Loan loss allowance to net charge-offs (annualized)		3.04	x	4.30				3.04		5.78
Loan loss allowance to nonperforming loans		5.55		4.79				5.55		5.30

Page 17

NATIONAL COMMERCE FINANCIAL CORPORATION

Five Quarter Asset Quality

(In Thousands)

	As Of And For The Three Months Ended
	12/31/2003			09/30/2003		06/30/2003		03/31/2003		12/31/2002
Allowance For Loan Losses
Beginning balance	$	172,186		167,316		162,842		163,424		163,336
Charge-offs:
Commercial		(7,348	)	(3,023	)	(893	)	(1,441	)	(1,287	)
Construction and commercial real estate		(106	)	(19	)	(84	)	(141	)	(123	)
Secured by real estate		(1,140	)	(1,833	)	(1,375	)	(727	)	(951	)
Consumer		(6,048	)	(5,355	)	(6,289	)	(5,977	)	(4,053	)
Revolving credit		(1,016	)	(1,077	)	(1,133	)	(941	)	(1,255	)
Lease financing		(849	)	(146	)	(605	)	(53	)	(708	)
Total charge-offs		(16,507	)	(11,453	)	(10,379	)	(9,280	)	(8,377	)
Recoveries:
Commercial		1,280		218		261		273		125
Construction and commercial real estate		1		22		1		7		—
Secured by real estate		70		145		69		26		49
Consumer		693		705		824		931		813
Revolving credit		250		240		290		322		231
Lease financing		97		21		32		37		38
Total recoveries		2,391		1,351		1,477		1,596		1,256
Net charge-offs		(14,116	)	(10,102	)	(8,902	)	(7,684	)	(7,121	)
Provision for loan losses		12,382		14,972		13,376		7,684		7,127
Changes from acquisitions (sales)		—		—		—		(582	)	82
Ending balance	$	170,452		172,186		167,316		162,842		163,424
Nonperforming Assets
Nonaccrual loans by loan type:
Commercial	$	13,991		15,691		20,151		19,833		16,992
Construction and commercial real estate		10,944		13,911		7,014		6,883		8,531
Secured by real estate		1,701		239		1,901		2,105		2,261
Consumer		2,916		4,734		3,227		2,004		2,089
Lease financing		1,137		1,408		1,550		2,013		933
Total nonperforming loans		30,689		35,983		33,843		32,838		30,806
Foreclosed real estate		28,196		25,500		23,961		22,981		25,480
Nonperforming loans and foreclosed real estate		58,885		61,483		57,804		55,819		56,286
Other repossessed assets		4,638		5,138		8,420		11,962		9,285
Nonperforming assets	$	63,523		66,621		66,224		67,781		65,571
Ninety days past due and accruing		64,457		59,691		56,104		56,384		49,803
Asset Quality Ratios
Net charge-offs (annualized) by loan type:
Commercial		.65	%	.31		.07		.14		.14
Construction and commercial real estate		.01		—		.01		.01		.01
Secured by real estate		.35		.51		.45		.18		.21
Consumer		.50		.44		.54		.52		.33
Revolving credit		3.66		4.12		4.33		3.26		5.55
Lease financing		2.33		.38		1.72		.05		2.01
Net loans charged-off (annualized) to average loans		.42		.31		.28		.24		.22
Nonperforming loans to total loans		.23		.27		.26		.27		.24
Nonperforming loans and foreclosed real estate to loans and foreclosed real estate		.44		.46		.45		.45		.43
Nonperforming assets to loans plus foreclosed real estate and other repossessed assets		.48		.50		.51		.55		.51
Loan loss allowance to total loans		1.29		1.30		1.30		1.33		1.26
Loan loss allowance to loans (excluding loans held for sale)		1.31		1.34		1.35		1.37		1.31
Loan loss allowance to net charge-offs (annualized)		3.04	x	4.30		4.69		5.23		5.78
Loan loss allowance to nonperforming loans		5.55		4.79		4.94		4.96		5.30

Page 18

NATIONAL COMMERCE FINANCIAL CORPORATION

Year to Date Asset Quality

(In Thousands)

	As Of And For The Year Ended							%
	12/31/03			12/31/02		$ Change		Inc/ (Decr)
Allowance For Loan Losses
Beginning balance	$	163,424		156,401		7,023		4.5
Charge-offs:
Commercial		(12,705	)	(7,455	)	(5,250	)	70.4
Construction and commercial real estate		(350	)	(384	)	34		(8.9	)
Secured by real estate		(5,075	)	(3,485	)	(1,590	)	45.6
Consumer		(23,669	)	(20,816	)	(2,853	)	13.7
Revolving credit		(4,167	)	(4,080	)	(87	)	2.1
Lease financing		(1,653	)	(1,298	)	(355	)	27.3
Total charge-offs		(47,619	)	(37,518	)	(10,101	)	26.9
Recoveries:
Commercial		2,032		791		1,241		156.9
Construction and commercial real estate		31		8		23		287.5
Secured by real estate		310		260		50		19.2
Consumer		3,153		3,986		(833	)	(20.9	)
Revolving credit		1,102		919		183		19.9
Lease financing		187		44		143		325.0
Total recoveries		6,815		6,008		807		13.4
Net charge-offs		(40,804	)	(31,510	)	(9,294	)	29.5
Provision for loan losses		48,414		32,344		16,070		49.7
Changes from acquisitions (sales)		(582	)	6,189		(6,771	)	(109.4	)
Ending balance	$	170,452		163,424		7,028		4.3
Asset Quality Ratios
Net charge-offs by loan type:
Commercial		.30	%	.21
Construction and commercial real estate		.01		.01
Secured by real estate		.36		.19
Consumer		.50		.43
Revolving credit		3.85		4.55
Lease financing		1.11		.94
Net loans charged-off to average loans		.32		.25
Loan loss allowance to total loans		1.29		1.26
Loan loss allowance to net charge-offs		4.18	x	5.19

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
	12/31/2003						09/30/2003			06/30/2003			03/31/2003			12/31/2002
	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	$	13,219,321		190,799	5.73	%	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
Investment securities (1)		6,626,168		79,588	4.80		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
Trading securities		188,287		1,463	3.11		136,198	416	1.22	120,999	437	1.44	87,496	586	2.68	70,464	595	3.38
Time deposits in other banks		64,169		814	5.03		5,726	16	1.11	5,742	17	1.21	9,575	25	1.06	8,491	37	1.72
Federal funds sold and other short-term investments		142,362		311	.87		148,627	287	.76	107,462	340	1.27	51,187	167	1.33	35,083	162	1.85
Total earning assets		20,240,307		272,975	5.37		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
Non-earning assets:
Cash and due from banks		458,469					450,576			422,653			398,564			419,601
Bank owned life insurance		239,161					235,741			231,397			228,214			224,742
Investment in First Market Bank		31,803					30,471			29,248			28,353			27,265
Premises and equipment		271,113					276,435			276,227			258,614			257,005
Goodwill		1,085,565					1,083,340			1,082,077			1,077,121			1,073,597
Core deposit intangibles		180,879					197,593			213,065			229,044			245,583
Other assets, net		338,401					408,676			395,442			428,542			433,114
Total assets	$	22,845,698					22,727,299			22,173,395			21,292,442			20,981,013
Interest-bearing liabilities
Interest-bearing deposits:
Savings, NOW and money market accounts	$	5,799,594		9,287	.63	%	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
Jumbo and brokered certificates of deposit		2,207,988		6,354	1.14		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
Time deposits		4,789,305		32,769	2.71		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
Total interest-bearing deposits		12,796,887		48,410	1.50		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
Short-term borrowings		1,685,250		4,532	1.06		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
FHLB advances		2,312,746		15,722	2.70		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
Trust preferred securities and long-term debt (2)		299,867		1,920	2.56		297,701	2,036	2.74	299,247	2,133	2.81	296,745	2,160	2.95	285,003	2,458	3.45
Total interest-bearing liabilities		17,094,750		70,584	1.64		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
Other liabilities and stockholders’ equity:
Demand deposits (noninterest-bearing)		2,554,870					2,565,673			2,375,641			2,140,299			2,120,154
Other liabilities		450,613					522,151			495,573			462,456			451,370
Stockholders’ equity		2,745,465					2,734,081			2,702,937			2,695,846			2,650,155
Total liabilities and stockholders’ equity	$	22,845,698					22,727,299			22,173,395			21,292,442			20,981,013
Net interest income and margin			$	202,391	3.98	%		192,516	3.83		188,399	3.86		184,382	3.98		192,816	4.20
Interest rate spread					3.73	%			3.56			3.56			3.67			3.87

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

(2) NCF adopted the provisions of FASB Interpretation No. 46 in the fourth quarter of 2003 and deconsolidated entities that had issued trust preferred securities.

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NATIONAL COMMERCE FINANCIAL CORPORATION

Year to Date Average Balance Sheets and Net Interest Income Analysis

(In Thousands Except Share and Per Share Data)

	Year Ended
	12/31/2003						12/31/2002
	Average Balance		Interest		Average Yield/Rate		Average Balance	Interest	Average Yield/Rate
Earning assets:
Total loans	$	12,923,620		768,972	5.95	%	12,464,347	871,958	7.00
Investment securities (1)		6,427,250		308,463	4.80		5,181,826	284,673	5.49
Trading securities		133,529		2,902	2.17		77,780	2,322	2.99
Time deposits in other banks		21,410		872	4.07		16,045	372	2.32
Federal funds sold and other short-term investments		112,758		1,105	0.98		31,299	631	2.02
Total earning assets		19,618,567		1,082,314	5.52		17,771,297	1,159,956	6.53
Non-earning assets:
Cash and due from banks		432,779					436,503
Bank owned life insurance		233,664					219,380
Investment in First Market Bank		29,980					25,889
Premises and equipment		270,648					246,714
Goodwill		1,082,052					1,056,830
Core deposit intangibles		204,993					264,973
Other assets, net		392,562					333,600
Total assets	$	22,265,245					20,355,186
Interest-bearing liabilities
Interest-bearing deposits:
Savings, NOW and money market accounts	$	5,774,180		41,622	.72	%	5,619,626	65,570	1.28
Jumbo and brokered certificates of deposit		2,052,214		27,373	1.33		1,632,993	34,000	2.15
Time deposits		4,845,817		141,692	2.92		4,708,186	176,189	4.11
Total interest-bearing deposits		12,672,211		210,687	1.66		11,960,805	275,759	2.31
Short-term borrowings		1,484,410		18,217	1.23		1,106,456	17,817	1.61
FHLB advances		2,197,011		77,473	3.53		2,077,508	93,492	4.50
Trust preferred securities and long-term debt		298,397		8,249	2.77		282,703	9,823	3.48
Total interest-bearing liabilities		16,652,029		314,626	1.89		15,427,472	396,891	2.57
Other liabilities and stockholders’ equity:
Demand deposits (noninterest-bearing)		2,410,685					1,945,872
Other liabilities		482,773					412,754
Stockholders’ equity		2,719,758					2,569,088
Total liabilities and stockholders’ equity	$	22,265,245					20,355,186
Net interest income and margin			$	767,688	3.91	%		763,065	4.29
Interest rate spread					3.63	%			3.96

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

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