NCBC and CCB – Merger of Equals –

CreatingThe Southeast’s Premier

High Growth Bank

Forward Looking StatementThis presentation contains certain statements regarding National Commerce Bancorporation (“NCBC”) and CCB Financial (“CCB”) following the completion of the merger of equals discussed herein, including strategies, plans and objectives, as well as estimates and statements based on underlying estimates of future financial condition, performance and operating efficiencies on a pro forma basis and cost savings and revenue enhancements and accretion to reported earnings that will be realized from the merger.

These statements and estimates 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.

Neither NCBC or CCB assumes 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, risks and uncertainties related to the consummation of the merger, including the realization of expected cost savings from the merger; realization of the level of revenues following the merger; integration costs or difficulties; 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 NCBC or CCB; and other economic, competitive, governmental, regulatory and technological factors affecting NCBC or CCB specifically or the banking industry or economy generally.

Transaction OverviewName: NCBC – Holding Company

CCB – North Carolina and South Carolina National Bank of Commerce, NBC Bank and First Market Bank – all other markets

Pro Forma Market Cap.: $4.2 Billion

Relative Ownership: 53% NCBC / 47% CCB

Board of Directors: 10 NCBC Directors / 10 CCB Directors

Management: Tom Garrott – Chairman Ernest Roessler – CEO Bill Reed – COO Sheldon Fox – CFO Lewis Holland – President, Financial Enterprises

Corporate Headquarters: Memphis, TN Operations headquarters in Durham, NC

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Transaction OverviewFixed Exchange Ratio: 2.45 NCBC shares per CCB share

$48.23 per CCB share; 25% premium (1)

Post Closing Dividend: Quarterly dividend of $0.13 per share anticipated

Accounting Treatment: Pooling of interestsTax free exchange

Option Agreements: 19.9% cross-options granted at market price

Anticipated Closing: 3Q 2000

Due Diligence: Completed

(1) Based on March 17, 2000 closing prices.

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Strategic Rationale Contiguous Southeastern footprint Concentrated in high growth metropolitan markets

Complementary skill sets Proven "Hub & Spoke” retail strategy Accelerated de novo expansion strategy Significant growth potential from financial services businesses

Combines #1 and #6 ranked banks in the U.S.(1)

One of the most profitable banks in the U.S. Significant upside potential in valuation

Commonality in cultures and business philosophies Complementary product offerings and distribution channels Not reliant on aggressive cost savings Identical data processing platforms

Southeastern Powerhouse

Unique Growth Characteristics

“Best in Class” Profitability

Characteristics

Low Risk Transaction

(1) As ranked by U.S. Banker in its May 1999 issue.

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High Growth Southeastern Powerhouse

Nashville

Memphis

Knoxville

Atlanta

Charlotte--Gastonia--Rock Hill

Wilmington

Greensboro--Winston-Salem--High Point

Greenville--Spartanburg--Anderson

Richmond--Petersburg

Raleigh--Durham--Chapel Hill

Roanoke

Legend National Commerce Bancorp CCB Financial Corp.

Charleston

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Unique Growth CharacteristicsNCBC to enjoy a superior long-term projected EPS growth rate:NCBC to enjoy a superior long-term projected EPS growth rate:

(1) U.S. banks with market capitalization greater than $1.0 BN.Note: Growth rates are based on First Call projected long term growth rates.

11%

15%

Bank Avg. FITB & FSR (1)

14%

17%

NCBC Pro Forma NCBC Pro Forma ’00 – ’03 EPS

CAGR

14% blended growth rate before synergies and franchise 14% blended growth rate before synergies and franchise acceleration initiativesacceleration initiatives

Pro forma 17% growth rate superior to industry leadersPro forma 17% growth rate superior to industry leaders

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Guides Anatomy of LOI - Ver1 Anatomy of LOI - Ver2 Asset vs. Stock Purchase Purchase Price Payment Considerations Ways to Structure the Deal - Ver1 Ways to Structure the Deal - Ver2 Ways to Structure the Deal - Ver3 Structuring Effective Earnouts Tax Implications What is a Reverse Merger?

LOI Tools and Templates Full Buyout

Asset Purchase - Ver1 Asset Purchase - Ver2 Stock For Cash Stock For Stock Stock For Cash & Stock Earnout

Partial Investments Series A Preferred Series B Preferred

Presentations Presenting the Deal - Ver1 Presenting the Deal - Ver2 (No Preview) Presenting the Deal - Ver3 Presenting the Deal - Ver4 Presenting the Deal - Ver5 Business Sale Presentation

Buying or Selling a Business Step-by-Step Procedure - Click Here To View