"This merger means great things for NCF employees, for our shareholders and especially for our customers," said William R. Reed, Jr., NCF President and Chief Executive Officer. "From a cultural perspective, SunTrust operates a similar banking model of regional banks, with local decision-making that keeps the bankers in tune with and responsive to customers' needs. Customers will have access to a deeper and broader array of products and services in a larger geographic footprint. They'll continue to see the benefits of our merger as we couple the strengths of SunTrust with the high entrepreneurial energy of NCF, with a sustained focus on retail growth, community banking, operating efficiency, asset quality and continued investment in de novo opportunities. And because there is little overlap between our footprints, our customers will continue to do business with the people they know and trust."

The combined company board of directors will have 18 members, made up of SunTrust's existing 14 directors plus four new directors from National Commerce. Mr. Reed will continue in his current capacity until the transaction closes; at that time, he will assume a senior executive role within the combined organization. It is anticipated that other members of NCF's executive management team will also play significant roles in the post-merger environment.

The companies said that "ensuring smooth integration and continuity in customer service is merger priority number one." To that end a comprehensive merger integration process has been established, with experienced leadership from both organizations, to draw upon each partner's success in prior merger integrations. As an early illustration of the combined company's customer orientation, SunTrust and NCF customers will, beginning later this week, be able to use ATMs of either bank without any usage fee.

SunTrust said it anticipates that the combined company can reduce annual operating expenses by approximately $117 million, or 20 percent of NCF's total expense base. Approximately 60 percent of those savings would be realized in 2005, with 100 percent realized beginning in 2006.

SunTrust and National Commerce said that cost reductions will come primarily from careful consolidation of various administrative and back-office functions. The companies noted that with limited overlap in their geographic banking networks, no branch-based job eliminations will result from any merger-related branch consolidations. The companies said they anticipated that a "substantial majority" of other job eliminations would be achieved through normal attrition.

Senior management will present details of the merger on a conference call on May 10, 2004 at 10:00 a.m. (Eastern Time). Individuals are encouraged to call in beginning at 9:45 a.m. by dialing 1-888-822-9863 (Passcode: Gary Peacock). Individuals calling from outside the United States should dial 1-484-630-1854 (Passcode: Gary Peacock). A replay of the conference call will be available until 6:00 p.m. (Eastern Time) on May 31, 2004 by dialing 1-888-567-0410 or 1-402-998-1782 (Passcode: Gary Peacock).

Alternatively, individuals may listen to the live webcast of the presentation by visiting the SunTrust Web site at www.suntrust.com. The webcast will be hosted under "Investor Relations" located under "About SunTrust". Beginning the afternoon of May 10, 2004, listeners may access an archived version of the presentation in the "Webcasts" subsection found under "Investor Relations".

SunTrust was advised by Goldman, Sachs & Co. and SunTrust Robinson Humphrey, received a fairness opinion from Goldman, Sachs & Co., and was advised by the law firms of Skadden, Arps, Slate, Meagher & Flom and King & Spalding. National Commerce Financial was advised by UBS Securities LLC and J.P. Morgan Securities Inc. both of whom provided fairness opinions, and the law firms of Wachtell, Lipton, Rosen & Katz and Bass, Berry & Sims.

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Q&A

Who is National Commerce Financial?

National Commerce Financial Corporation, headquartered in Memphis, Tennessee, is a well respected, highly successful 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.

National Bank of Commerce (NBC), the corporation's primary banking subsidiary with operations headquarters in Durham, North Carolina, also operates under the name Central Carolina Bank (CCB) and "Wal-Mart Money Center" in certain markets. These include:

•	258 CCB offices located in North Carolina and South Carolina,

•	16 Wal-Mart Money Centers in Georgia and Tennessee, and

•	175 NBC offices located in Tennessee, Mississippi, Arkansas, Georgia, Virginia and West Virginia.

What does this merger mean to SunTrust?

As noted in our press release, this merger creates what we believe is an incomparable high-growth banking franchise. Specifically, it strengthens SunTrust's existing presence in certain high-growth Southeastern markets like Atlanta and Nashville, and creates an immediate leading position in demographically attractive new markets in North and South Carolina and in cities such as Memphis. Also, SunTrust's retail banking capabilities in particular will be enhanced as we build upon NCF's strengths in areas like de novo branching and in-store banking.

What impact will this have on SunTrust's earnings? And on our stock price?

Clearly, we expect this merger to add to earnings. Typically in large bank mergers, the stock price of the acquiring institution takes a temporary hit but then bounces back. Nobody can predict what will happen in our case, especially in today's uncertain environment, but we fully expect to follow the typical pattern. Over time, we believe, this merger will be good for STI's stock price as the market begins to appreciate and value the merits of this partnership.

There were press reports last week of a "bidding war" for NCF. Does this move signal any change in SunTrust's approach to mergers?

No. It is entirely consistent with our selective approach to mergers and acquisitions under which we pursue transactions that are intelligently priced, that provide an opportunity to expand into attractive geographic markets and/or that enhance our business capabilities. The NCF merger meets those standards to a tee.

Why did we do this now?

Quite simply, this is when the opportunity presented itself; this is when NCF's board and management determined the time was right for them to consider their strategic alternatives.

What happens now?

It's important to keep in mind that the STI-NCF merger was just announced today. Although the broad strategic, business and financial merits that drove this combination are clear, there are many legitimate questions -- about organizational, operational, business, people and other matters -- that we just don't have detailed answers for yet. We will, however, get those answers – and get them right. We'll do that through a formal, comprehensive merger integration process that begins immediately. Within the next few weeks, a series of teams will be formed including individuals from major business lines and key support functions from both organizations. They will work together to identify all issues that need to be addressed to ensure a smooth transition and, importantly, to ensure post-merger success. As part of this process we are committed to full and frequent communication, especially with any units or any individuals directly affected by merger developments.

How exactly will NCF fit into the SunTrust organizational structure of groups, regions, etc?

That is one of the key questions that will be answered through the merger integration process. That said, we can assume that under SunTrust's operating model NCF's local management structure will remain largely intact.

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What does this merger mean for SunTrust – and for NCF – employees?

In general, little will change for most SunTrust employees although, over time, employees from both companies can expect to benefit from the expanded career opportunities that come from being part of a bigger, more successful institution. We expect the majority of NCF's employees will remain with the combined company in their current positions, and we do not expect any branch-based job reductions. In time, as in any merger, there inevitably will be merger-related job eliminations as we pursue consolidations in various back office and administrative areas, although we expect that much of this reduction will be achieved through normal attrition. It is premature to speculate about individual jobs or functions at this time since those decisions have not been made. A full communication program covering the entire range of Human Resources issues – job status, compensation, benefits, policies and procedures – is planned for NCF employees.

What about customers?

A Q&A addressing SunTrust customer issues has been distributed to the branches and call centers. In general, SunTrust customers will notice few, if any, changes other than the increased convenience of more branches and ATMs in SunTrust's expanded footprint. Over time, we can expect possible product and/or service capability enhancements as we leverage NCF strengths. NCF Customers will benefit from the convenience of more nearby branches and ATMs as well as the convenience of SunTrust locations in other states. Plus, as a larger institution, SunTrust can offer access to a wider range of products and services, such as in the securities and investment-related area. We will be developing, in concert with NCF, an aggressive retention effort that will work with NCF customers throughout the transition and ensure that they remain satisfied, profitable customers. We plan on extensive customer communication so there will be no surprises. Meanwhile, we hope customers of both institutions will be pleased by our decision to permit use of either company's ATMs with no usage fee, effective later this week.

Will there be branch closings?

In those few areas where there is branch overlap we will pursue appropriate consolidation but no decisions regarding specific branches have been made. As noted, we do not anticipate any job losses in branches as a result of merger-related branch closings.

Will there be a systems conversion?

Yes. NCF systems will convert to SunTrust systems. The systems conversion is tentatively targeted for early 2005.

How can I find out more about the merger transaction... or about NCF?

The analyst presentation outlining the transaction is available in the Investor Relations section of About SunTrust on www.suntrust.com. Additional information about NCF may be found on their Web site, www.ncfcorp.com.

What should I do if I receive a call from a media reporter?

Refer all media calls to Corporate Communications, primary contact: Barry Koling, (404) 230-5268.

SunTrust Corporate Communications

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

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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.

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