SunTrust, NCF Announce Post-Merger Structure for Key Markets

SunTrust, NCF Announce Post-Merger Structure for Key Markets



ATLANTA and MEMPHIS, Tenn., July 19  /PRNewswire-FirstCall/ -- SunTrust Banks,
Inc. (NYSE:STI) and National Commerce Financial Corporation (NYSE:NCF) today
announced the organizational configuration and senior management appointments
for key banking markets in the companies' combined, post-merger geographic
"footprint." Included is the establishment of a new Carolinas Banking Group
that will serve as the focal point for expansion of the company's business in
North Carolina and South Carolina.

According to L. Phillip Humann, SunTrust chairman, president and CEO, and
William R. Reed Jr., National Commerce Financial president and CEO and vice
chairman-designate of SunTrust, the changes will take effect upon completion of
the companies' previously announced merger.  Messrs. Humann and Reed noted that
overall merger integration planning is "on track, on target and on schedule"
for that completion to take place in the fourth quarter of 2004 pending
regulatory and shareholder approval.

"Our announcement today underscores SunTrust's commitment to an operating model
that places a high degree of decision-making authority in the hands of our
local management teams while also making it easy for customers to benefit from
the significant resources and capabilities that come from our position as one
of the nation's largest banking organizations," said Mr. Humann.

"Under the post-merger structure National Commerce Financial customers will by
and large continue to be served by the same people they know and trust, in the
same locations as before," said Mr. Reed.  "That's consistent with our number
one merger goal: to make this transition a smooth and positive experience from
the customer's standpoint."

The new Durham-based Carolinas Banking Group will encompass 254 branches and
approximately 1,900 employees, and brings to four the number of SunTrust
banking groups, the company's primary geographic banking units.  The others are
based in Atlanta (covering primarily Georgia and Tennessee), Orlando (covering
Florida) and Richmond (covering Virginia, Maryland and the District of
Colombia). 

   -- Richard Furr, currently chief operating officer of NCF has been
      designated chairman, president and CEO of the Carolinas Banking Group
      in the post-merger SunTrust organization.  Scott Edwards, who is
      currently NCF's chief administrative officer, will be named Carolinas
      Banking Group credit officer.


The Group will consist of four regions in North Carolina and South Carolina: 

   -- Mecklenburg Region, based in Charlotte with Carl Wicker as chairman,
      president and CEO.
   -- Triad Region, based in Greensboro with Rocky Johnson as chairman,
      president and CEO.
   -- Triangle Region, headquartered in Raleigh with Robert Jones as
      chairman, president and CEO.
   -- South Carolina Region, based in Greenville with Chuck Perry as
      chairman, president and CEO.


Messers. Wicker, Johnson and Perry are currently regional presidents in their
respective markets for NCF's Central Carolina Bank.  Mr. Jones, who currently
serves as National Bank of Commerce's (NBC) chief credit officer, will succeed
Rick Glover who has announced plans to retire. 

   Additionally,
   -- John Stallings, currently director of retail banking for NCF with
      responsibility for small business and group banking, will become the
      Carolinas Banking Group Retail line of business manager, with
      additional responsibility for Business Banking and Private Banking.
   -- Dan Hogan, who is currently NBC's regional president in
      Atlanta/Savannah/West Virginia/North Georgia, will become the
      Carolinas Group Commercial and Commercial Real Estate line of business
      manager.


SunTrust and NCF also announced the post-merger management structure for the
combined company's Memphis operations, which will be part of the Atlanta- based
Central Banking Group in the post-merger SunTrust organization.

   -- David Popwell, currently NCF's executive vice president responsible
      for NCF's Financial Enterprise businesses has been named chairman and
      CEO of the newly created Memphis Region, which will become part of the
      Atlanta-based Central Banking Group.  Mr. Popwell will also retain
      responsibility for the Financial Enterprise businesses -- Fleet One,
      Chapter 13, First Mercantile Trust and USI Alliance.
   -- Bill Menkel, currently president of NBC in Memphis and Nashville, will
      become president of the Memphis Region with responsibility for the
      company's retail, commercial and commercial real estate businesses in
      that market.

  ABOUT NATIONAL COMMERCE FINANCIAL


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.

ABOUT SUNTRUST

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/ .

This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements include,
but are not limited to, statements about the benefits of the merger between
SunTrust Banks, Inc. ("SunTrust") and National Commerce Financial Corporation
("NCF"), including future financial and operating results, SunTrust's plans,
objectives, expectations and intentions and other statements that are not
historical facts. Such statements are based upon the current beliefs and
expectations of SunTrust's and NCF's management and are subject to significant
risks and uncertainties. Actual results may differ from those set forth in the
forward-looking statements. The following factors, among others, could cause
actual results to differ from those set forth in the forward- looking
statements: the ability to obtain governmental approvals of the merger on the
proposed terms and schedule; the failure of SunTrust and NCF stockholders to
approve the merger; the risk that the businesses will not be integrated
successfully; the risk that the cost savings and any revenue synergies from the
merger may not be fully realized or may take longer to realize than expected;
disruption from the merger making it more difficult to maintain relationships
with clients, employees or suppliers; increased competition and its effect on
pricing, spending, third-party relationships and revenues; the risk of new and
changing regulation in the U.S. and internationally. Additional factors that
could cause SunTrust's and NCF's results to differ materially from those
described in the forward-looking statements can be found in the 2003 Annual
Reports on Form 10-K of SunTrust and NCF, and in the Quarterly Reports on Form
10-Q of SunTrust and NCF filed with the Securities and Exchange Commission and
available at the Securities and Exchange Commission's internet site (
http://www.sec.gov/ ). The forward- looking statements in this press release
speak only as of the date of the filing, and neither SunTrust nor NCF assumes
any obligation to update the forward-looking statements or to update the
reasons why actual results could differ from those contained in the
forward-looking statements.

Stockholders are urged to read the joint proxy statement/prospectus regarding
the proposed transaction when it becomes available because it will contain
important information. Stockholders will be able to obtain a free copy of the
joint proxy statement/prospectus, as well as other filings containing
information about SunTrust and NCF, without charge, at the Securities and
Exchange Commission's internet site ( http://www.sec.gov/ ). Copies of the
joint proxy statement/prospectus and the filings with the Securities and
Exchange Commission that will be incorporated by reference in the joint proxy
statement/prospectus can also be obtained, without charge, by directing a
request to SunTrust Banks, Inc., 303 Peachtree St., N.E., Atlanta, Georgia
30308; Attention: Investor Relations; or National Commerce Financial
Corporation, One Commerce Square, Memphis, Tennessee, 38159; Attention:
Investor Relations.

The respective directors and executive officers of SunTrust and NCF and other
persons may be deemed to be participants in the solicitation of proxies in
respect of the proposed merger. Information regarding SunTrust's directors and
executive officers is available in the proxy statement filed with the
Securities and Exchange Commission by SunTrust on March 2, 2004, and
information regarding NCF's directors and executive officers is available in
the proxy statement filed with the Securities and Exchange Commission by NCF on
March 17, 2004.   Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the joint proxy
statement/prospectus and other relevant materials to be filed with the
Securities and Exchange Commission when they become available. 

DATASOURCE: SunTrust Banks, Inc.



CONTACT:  Mike McCoy of SunTrust Banks, Inc., [phone]; or Eileen

Sarro of National Commerce Financial Corp., [phone]



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

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