For Immediate Release
NCBC Contact:  M.J. "Jekka" Ashman
901.523.3525

CCB Financial Contact: Eileen Sarro
919.683.7642




National Commerce Bancorp., CCB Financial to Merge
Agreement to Create Southeast's Premier High-Growth Banking Franchise

MEMPHIS, Tenn./ DURHAM, NC. (March 20, 2000, 4 a.m. EST.)  --
National Commerce Bancorporation (Nasdaq:NCBC) and CCB
Financial Corporation (NYSE:CCB) today announced they have
signed a definitive merger of equals agreement creating the
Southeast's premier high-growth banking franchise.  The
combined company, which will retain the name National Commerce
Bancorporation, will be headquartered in Memphis, Tennessee,
with its operations headquarters in Durham, North Carolina.
The company will have assets of $15 billion and a pro forma
market capitalization of $4.2 billion.

Under the terms of the agreement, CCB Financial shareholders
will receive 2.45 shares of NCBC common stock.  The combined
company's 20-seat board of directors will be made up of 10
directors each from CCB and NCBC.  The transaction will be a
tax-free exchange of shares and will be accounted for as a
pooling-of-interests.

Based upon National Commerce Bancorporation's closing share
price on March 17, 2000, the transaction values each CCB
Financial common share at $48.23, a premium of 25 percent to
CCB Financial's closing share price on that date.  Common
stockholders of NCBC will have ownership of approximately 53
percent of the combined company, while CCB Financial's common
stockholders will own approximately 47 percent.

The merger, which has been unanimously approved by the boards
of directors of both companies, is conditioned upon standard
regulatory and shareholder approvals and is expected to close
in the third quarter of 2000.

Thomas M. Garrott, chairman and chief executive officer of
NCBC, will become chairman of the combined company, while
Ernest C. Roessler, chairman and chief executive officer of
CCB Financial, will become chief executive officer of National
Commerce

- -more-

Bancorporation upon the closing of the transaction.  Both
Garrott and Roessler will co-head the transition team, which
will manage the integration of the new company.

"This transaction builds on the strengths of two highly
successful companies.  Both of our companies, which are ranked
by USBanker magazine as being among the top 10 performing
banks in the country, have emphasized high earnings growth and
superior financial and shareholder returns," said Garrott.

"Tom and I share a vision and an operating philosophy of high
growth regional banking," commented Roessler.  "This union of
our two companies marries each of their inherent strengths.
NCBC has an unparalleled track record of generating high-
growth and returns in retail banking and is the preeminent
innovator in the area of in-store supermarket banking.  CCB
Financial has a long and demonstrated record of building
shareholder value and a core competency in high growth
commercial banking.  In addition, both companies have
developed highly attractive non-bank businesses which will
continue to drive the two companies' exceptional growth rates
while also diversifying the earnings streams," he said.

"In addition, our combined banking franchise will have top-
tier market positions in some of the fastest growing regional
economies in the U.S., including the #1 position in deposit
market share in the Research Triangle [Raleigh, Durham and
Chapel Hill, N.C.] and top-three market share positions in the
Triad [Winston-Salem, High Point and Greensboro, N.C.] and in
Memphis," added Roessler.  "Our combined business model will
be better balanced going forward to provide both increased
geographic and revenue diversification to our shareholders.
Given our conservative cost savings projections and near
identical technology platforms, we also believe that our
transaction is low risk, especially since revenue synergies we
identified are excluded from the projections."

"By combining both of our companies' core competencies and
best practices," added Garrott, "we can ensure that NCBC will
maximize the financial, product and cultural strengths of our
attractive regional franchise.  I look forward to working with
Ernie to sustain NCBC's high growth rate and in delivering to
our combined shareholders returns they associate with our
respective companies," Garrott said.

NCBC will maintain its existing brand names in all markets
outside the Carolinas, while the combined company will operate
as CCB in the Carolinas.

Senior managers who will report directly to Roessler include
William R. Reed Jr., chief operating officer; Sheldon M. Fox,
chief financial officer; J. Scott Edwards, chief
administrative officer; and Lewis E. Holland, president of
financial enterprises.  Other key members of the combined
company's management team include Richard L. Furr, who will
serve as president of the banks in both Carolinas, Virginia,
and West Virginia; and David T. Popwell, executive vice
president for mergers and acquisitions.

It is estimated that the combined company will reduce its
operating expenses by approximately $50 million annually,
representing 12 percent of its combined expense base. National
Commerce Bancorporation and CCB Financial have emphasized,
however, that while significant cost savings would be
available through the consolidation of back office and other
non-customer-sensitive functional areas, they have largely
contiguous geographic franchises, mitigating merger
integration risk. The transaction is expected to be 18.8
percent accretive to NCBC's estimated 2001 earnings per share
based on FirstCall estimates and assuming 85 percent phase-in
of the anticipated merger synergies.

- -more-
National Commerce Bancorporation is a $7.3 billion-asset bank
holding company (excludes $500 million in assets in First
Market Bank-Richmond, Va.) based in Memphis, Tennessee.  NCBC
operates 162 branches in seven Southeastern states (Tennessee,
Virginia, North Carolina, Georgia, Arkansas, West Virginia and
Mississippi.)

CCB Financial, based in Durham, North Carolina, is an $8.2
billion-asset bank holding company which operates 208 branches
in the Southeastern states of North and South Carolina.  The
Trust and Investment Management division has 16 offices in the
Carolinas, Virginia and Florida.

Credit Suisse First Boston provided a fairness opinion and
served as advisor to National Commerce Bancorporation, who was
also advised by Morgan Stanley Dean Witter.  J.P. Morgan
provided a fairness opinion and served as exclusive financial
advisor to CCB Financial.

Forward Looking Statements
The matters discussed in this press release contain "forward-
looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 that involve
substantial risks and uncertainties.  Actual results could
differ materially from those described in this press release.
Factors that could cause or contribute to these differences
include, but are not limited to:  the risk that the businesses
of NCBC and CCB may not be integrated successfully or within
the time frame envisioned, the risk that the expected
financial results, business opportunities and synergies
anticipated to result from this business combination will not
be achieved or will fail to be achieved within the expected
time frame, and the various matters discussed under the
heading "Management's Discussion and Analysis of Financial
Condition and Results of Operation" in CCB's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999 (filed
with the Securities and Exchange Commission ("SEC") on March
17, 2000) and under the heading "Forward Looking Statements"
in NCBC's Registration Statement on Form S-4 (filed with the
SEC on February 18, 2000).


NOTE --- MEDIA CONFERENCE CALL:
Monday, March 20, 1:00 p.m. EST.
Participant dial-in number is 888.209.3752 (Resv. # 14730184)
Thomas M. Garrott, NCBC chairman, and Ernest C. Roessler,
chairman of CCB Financial will answer questions about today's
announcement.  Please dial in approximately 10 minutes prior
to the conference call to assure connectivity.

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