Shareholders Approve Merger of SunTrust and National Commerce Financial Corporation

Shareholders Approve Merger of SunTrust and National Commerce
Financial Corporation
Federal Reserve Approval for Merger Also Received 


ATLANTA and MEMPHIS, Tenn., Sept. 15  /PRNewswire-FirstCall/ -- SunTrust Banks,
Inc. (NYSE:STI) and National Commerce Financial Corporation (NYSE:NCF)
announced that, at separate meetings today, their respective shareholders
approved the merger of the two companies.  191,434,183 SunTrust shares,
representing 97.3 percent of SunTrust shares voted; and 136,402,923 NCF shares,
representing 98.7 percent of NCF shares voted, approved the transaction.  The
companies expect to complete the merger in early October.

"We are gratified by the strong support of the shareholders of both companies
for this merger," said L. Phillip Humann, chairman, president and CEO of
SunTrust Banks, Inc. "What today's votes say is that shareholders recognize the
potential value in our combined enterprise.  All of us, at both organizations,
are committed to translating that potential into solid, measurable results."

Mr. Humann also noted that the Federal Reserve Board late yesterday announced
its approval of the SunTrust-National Commerce Financial merger. "As a result,"
he said, "we are very much on the home stretch towards timely and smooth
completion of this transaction as planned."

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.

SunTrust Banks, Inc., headquartered in Atlanta, Georgia, is one of the nation's
largest commercial banking organizations.  As of June 30, 2004, SunTrust had
total assets of $128.1 billion and total deposits of $85.5 billion.  The
company operates through an extensive distribution network primarily in
Florida, Georgia, Maryland, Tennessee, Virginia and the District of Columbia
and also serves customers in selected markets nationally. Its primary
businesses include deposit, credit, trust and investment services. Through
various subsidiaries the company provides credit cards, mortgage banking,
insurance, brokerage and capital markets services.  SunTrust's Internet address
is http://www.suntrust.com/ . 

DATASOURCE: SunTrust Banks, Inc.; National Commerce Financial Corporation



CONTACT:  Barry Koling of SunTrust Banks, Inc., [phone]; or

Eileen Sarro of National Commerce Financial Corp., [phone]



Web site:  http://www.suntrust.com/ 

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