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New Commerce BanCorp
----------------------------------------
(Name of Registrant as Specified in Its Charter)

-------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NEW COMMERCE BANCORP
501 New Commerce Court
Greenville, South Carolina

Notice of Annual Meeting of Shareholders

Dear Fellow Shareholder:

We cordially invite you to attend the 2002 Annual Meeting of
Shareholders of New Commerce BanCorp, the holding company for New Commerce Bank.
At the meeting, we will report on our operating and financial results for 2001
and will answer your questions and discuss our future plans with you. We hope
that you can attend the meeting and look forward to seeing you there.

This letter serves as your official notice that we will hold the
meeting on April 24, 2002 at 4:00 p.m. at the New Commerce Bank Board Room, 501
New Commerce Court, Greenville, South Carolina for the following purposes:

1. To elect four members to our board of directors; and

2. To transact any other business that may properly come before the
meeting or any adjournment of the meeting.

Shareholders owning our common stock at the close of business on March
11, 2002 are entitled to attend and vote at the meeting. A complete list of
these shareholders will be available at the company's offices prior to the
meeting.

Please use this opportunity to take part in the affairs of your company
by voting on the business to come before this meeting. Even if you plan to
attend the meeting, we encourage you to complete and return the enclosed proxy
to us as promptly as possible.

By order of the board of directors,

/s/ Frank W. Wingate

Frank W. Wingate
President and Chief Executive Officer
Greenville, South Carolina
March 20, 2002

NEW COMMERCE BANCORP
501 New Commerce Court
Greenville, South Carolina

Proxy Statement For Annual Meeting of
Shareholders to be Held on April 24, 2002

Our board of directors is soliciting proxies for the 2002 Annual
Meeting of Shareholders. This proxy statement contains important information for
you to consider when deciding how to vote on the matters brought before the
meeting. We encourage you to read it carefully.

Voting Information

The Board set March 11, 2002 as the record date for the meeting.
Shareholders owning our common stock at the close of business on that date are
entitled to attend and vote at the meeting, with each share entitled to one
vote. There were 1,000,000 shares of common stock outstanding on the record
date. A majority of the outstanding shares of common stock represented at the
meeting will constitute a quorum. We will count abstentions and broker
non-votes, which are described below, in determining whether a quorum exists.

When you sign the proxy card, you appoint Frank W. Wingate and Dennis
O. Raines as your representatives at the meeting. Mr. Wingate and Mr. Raines
will vote your proxy as you have instructed them on the proxy card. If you
submit a proxy but do not specify how you would like it to be voted, Mr. Wingate
and Mr. Raines will vote your proxy for the election to the board of directors
of all nominees listed below under "Election of Directors." We are not aware of
any other matters to be considered at the meeting. However, if any other matters
come before the meeting, Mr. Wingate and Mr. Raines will vote your proxy on such
matters in accordance with their judgment.

You may revoke your proxy and change your vote at any time before the
polls close at the meeting. You may do this by signing and delivering another
proxy with a later date or by voting in person at the meeting.

Brokers who hold shares for the accounts of their clients may vote
these shares either as directed by their clients or in their own discretion if
permitted by the exchange or other organization of which they are members.
Proxies that brokers do not vote on some proposals but that they do vote on
others are referred to as "broker non-votes" with respect to the proposals not
voted upon. A broker non-vote does not count as a vote in favor of or against a
particular proposal for which the broker has no discretionary voting authority.
In addition, if a shareholder abstains from voting on a particular proposal, the
abstention does not count as a vote in favor of or against the proposal.

We are paying for the costs of preparing and mailing the proxy
materials and of reimbursing brokers and others for their expenses of forwarding
copies of the proxy materials to our shareholders. Our officers and employees
may assist in soliciting proxies but will not receive additional compensation
for doing so. We are distributing this proxy statement on or about March 20,
2002.

Proposal No. 1: Election of Directors

The board of directors is divided into three classes with staggered
terms, so that the terms of only approximately one-third of the Board members
expire at each annual meeting. The current terms of the Class III directors will
expire at the meeting. The terms of the Class I directors expire at the 2003
Annual Shareholders Meeting. The terms of the Class II directors will expire at
the 2004 Annual Shareholders Meeting. Our directors and their classes are:

Class I Class II Class III
------- -------- ---------

Marshall J. Collins, Jr. Ralph S. Crawley Richard W. Bailey
Tommy D. Greer Bobby L. Johnson Timothy A. Brett
Robert T. Kellett G. Mitchell Gault
Dennis O. Raines Frank W. Wingate

Shareholders will elect four nominees as Class III directors at the
meeting to serve a three-year term, expiring at the 2005 Annual Meeting of
Shareholders. The directors will be elected by a plurality of the votes cast at
the meeting. This means that the four nominees receiving the highest number of
votes will be elected.

The board of directors recommends that you elect Richard W. Bailey,
Timothy A. Brett, G. Mitchell Gault, and Frank W. Wingate as Class III
directors.

If you submit a proxy but do not specify how you would like it to be
voted, Mr. Wingate and Mr. Raines will vote your proxy to elect Mr. Bailey, Mr.
Brett, Mr. Gault, and Mr. Wingate. If any of these nominees is unable or fails
to accept nomination or election (which we do not anticipate), Mr. Wingate and
Mr. Raines will vote instead for a replacement to be recommended by the board of
directors, unless you specifically instruct otherwise in the proxy.

Set forth below is certain information about the nominees. Each of the
nominees is also an organizer and director of our subsidiary, New Commerce Bank,
with the exception of Frank W. Wingate, who became a director and our president
and chief executive officer in October 2001:

Richard W. Bailey, 68, Class III director, is the owner of Bayco
Development Company, and has been involved in commercial real estate and
development since 1986. He is a past member of the Golden Strip and Greenville
advisory boards for BB&T.

Timothy A. Brett, 48, Class III director, is the president of Brett
Public Relations, Inc., a full service public relations company with offices in
Greenville and Columbia, South Carolina which he founded in 1993. Mr. Brett
previously served as director of Governmental Affairs and Community Relations
for Michelin North America from 1987 until 1993. He was also a member of the
South Carolina House of Representatives. After leaving the House of
Representatives, he served in various positions under former Governor Carroll A.
Campbell, Jr. Mr. Brett is a 1974 graduate of Newberry College. He continually
serves his community through his involvement in a number of charitable
organizations, including the Salvation Army, the YMCA, and the Blue Ridge
Council Boy Scouts. He presently serves as a member of the Newberry College
Board of Trustees.

G. Mitchell Gault, 46, Class III director, is the president of
Kent-Gault Manufactured Homes, a retailer of manufactured homes, a second
generation retailer serving the "Upstate" of South Carolina since 1959 where he
has served since 1977. Mr. Gault currently operates two sales centers in the
"Golden Strip" area of Greenville County, South Carolina. Mr. Gault is also
involved in the development of manufactured housing subdivisions, as well as
owning and operating several manufactured housing rental communities in the
Upstate. Mr. Gault graduated from the University of South Carolina in l977. He
is a past president of the Fountain Inn Rotary Club. He has served on the board
of Manufactured Housing Institute of South Carolina for ten years, including two
terms as chairman of that association. He is member of the Golden Strip YMCA
Board of Directors and is a life-long member of Trinity United Methodist Church
of Fountain Inn.

Frank W. Wingate, 41, Class III director, has been the president and
chief executive officer of our company and our bank since October 1, 2001. He is
a second-generation banker who has 18 years of experience in both retail and
commercial banking. Mr. Wingate graduated with a B. S. degree in Financial
Management from Clemson University in 1983 and completed the course of study at
The Graduate School of Banking of the South at Louisiana State University in
1993. His banking career began in 1983 at The Citizens & Southern National Bank
in Atlanta. Mr. Wingate served as the founding president and CEO of The
Community Bank of Greenville, NA from 1996 until the bank's merger with Regions
Bank of Greenville in 1998. He held the position of Executive Vice
President-Retail Banking with Community Bank & Trust, Cornelia, Georgia from May
2000 until his return to Greenville. He is a graduate of Leadership Greenville,
past member of the Board of Regents for Leadership Greenville, past treasurer
and board member of Compass of Carolina and former member of Greenville East
Rotary Club.

Set forth below is also information about each of our other directors
and each of our executive officers. Each director listed below is also an
organizer and a director of New Commerce Bank.

Barry K. Aughtry, 55, joined the bank in February 2002 as a senior vice
president in commercial lending. He has 30 years of experience in both retail
and commercial banking and was most recently employed as senior vice president
and Piedmont Small Business Market Manager at Bank Of America. Mr. Aughtry
received his B. S. degree in Industrial Management from Clemson University in
1968 and upon graduation entered the US Army, where he served as a Lieutenant.
He is a Vietnam Veteran and a Bronze Star recipient. Prior to joining our bank,
Mr. Aughtry spent his entire banking career with Bank Of America, where he
served in various positions including branch manager, commercial loan officer,
city executive and consumer banking manager. He currently serves on the finance
committee at Mauldin United Methodist Church and is also a member of the Mauldin
Rotary Club.

Marshall J. Collins, Jr., 60, Class I director, is chairman of BI-LO,
Inc. and president and chief executive officer of Ahold USA Support Services in
Mauldin, South Carolina, where he served since September 1998. BI-LO, Inc. is a
multi-state grocery store chain and is one of the largest employers in
Greenville County, South Carolina. Mr. Collins was born and raised in Chicago,
Illinois and is a graduate of St. Mary's College in Winona, Minnesota and the
Advanced Management Program at Harvard Business School.

Ralph S. Crawley, 67, Class II director, was co-founder and president
of Carter and Crawley, Inc., a custom automated control systems supplier to
industrial and utility clients since 1967. He previously was manager of control
system manufacturing for Metal Products Corporation. Mr. Crawley graduated from
Ruby High School in 1953 and attended Pierce College in Reseda, California. He
has held several positions with RCA and TRW involving manufacturing and sales.
Mr. Crawley is a member of the Mauldin Rotary Club, and past president and
member of the Rotary Foundation Scholarship Committee. Mr. Crawley was a member
of the Mauldin Library Committee and chairman of the Building and Grounds
Committee of the new Greenville County branch library; past member of the
Chamber of Commerce organizing board; past member of the NCNB (n/k/a NationsBank
advisory board or board of directors), and a member of the Mauldin-Simpsonville
advisory board. In 2001, Carter and Crawley, Inc. was sold to AZZ, Inc. of Fort
Worth, Texas, and Mr. Crawley has since been the general manager of Carter and
Crawley, Inc.

Tommy D. Greer, 70, Class I director, is chairman emeritus of the Board
of Catalina Marketing, where he has served since 1989. He has also served as
president and chief executive officer of Catalina. Mr. Greer has 42 years of
experience as one of the country's leading product marketers. Prior to joining
Catalina, he took Texize Chemicals Company, a cleaning products manufacturer,
from a small regional company to a nationally known marketer of such category
leaders as Fantastic Spray Cleaner, Spray'n Wash, and Glass+Plus. Mr. Greer is a
graduate of the Advanced Management Program at the Harvard School of Business.

Bobby L. Johnson, 67, Class II director, develops light industrial,
office, and warehouse properties. Mr. Johnson began to develop property in 1989,
when he sold Carolina Material Handling, a business he operated for twenty years
in the Golden Strip. Mr. Johnson is a member of Greer First Baptist Church in
Greer and is a volunteer with Meals on Wheels. He previously served on the
advisory board of Summit National Bank.

Robert T. Kellett, 59, Class II director, an entrepreneur since 1965,
owns and operates several businesses in the Golden Strip, including Tommy's
Snack Bar, Kellett Fuel Oil, Kellett's Korner, Inc., and Kellett's Garbage, Inc.
He is a native of Greenville County and he graduated from Hillcrest High School.

Paula S. King, CPA, 41, is the senior vice president and chief
financial officer of our company and our bank. Ms. King has 17 years of
experience in the financial services industry and before joining us in 1999, was
most recently employed as senior vice president and controller of Greenville
National Bank in Greenville, South Carolina from 1992 until the bank's merger
with Regions Bank in 1999. Prior to 1992, Ms. King was employed with Elliott,
Davis, LLP, where she concentrated in bank auditing and was vice president of
Shelter Mortgage and Investment Company. Ms. King received her B.A. degree in
Accounting and Business Administration from Furman University in 1982 and is a
member of the South Carolina Association of Certified Public Accountants and the
American Institute of CPA's. She is a Greenville native and serves as
vice-chairman on the Greenville United Way Allocations Panel, and on the South
Carolina Bankers Association Asset/Liability Committee and is a volunteer
teaching consultant for Junior Achievement of Greenville. Ms. King has announced
her intention to resign from our company and our bank effective March 2002. We
are actively searching for a replacement and expect to hire a new chief
financial officer by the end of the second quarter.

Dennis O. Raines, 48, Class II director, is the executive vice
president of administration/operations for Southern Infrastructure, where he has
served since 2001. An honor graduate of Limestone College, Mr. Raines holds a
degree in business management. He was employed at Kemet Electronics for 26
years, serving in various management positions including manufacturing manager,
human relations manager, and most recently business services manager. Mr. Raines
served for six years as a member of the Mauldin City Council, where he was on
the Recreation & Economic Development, Public Safety and the Finance & Policy
committees. He is a former member of the Mauldin Library Task Force.

Bradley J. Schneider, 39, is senior vice president in commercial
lending for our bank. He has 16 years of experience in the financial services
industry. He began his career with Wachovia Bank and Trust Company, and has had
increasing sales and leadership positions in commercial and consumer banking.
For six years he had served as a vice president for commercial lending in
Mauldin and Greenville, with BB&T from 1996 until he joined New Commerce in
1999, and with Carolina First from 1990 to 1996. Mr. Schneider has a B.A. in
Economics and Business Administration from Furman University and is a graduate
of the Louisiana State University Graduate School of Banking. He serves in a
volunteer capacity with Homeless Children International, Meals on Wheels, and
the Appalachian Council of Governments and is a member of the Mauldin Kiwanis
Club.

Compensation of Directors and Executive Officers

Summary of Cash and Certain Other Compensation

The following table shows the cash compensation paid to certain of our
officers for the years ended December 31, 1998 through 2001. None of our other
executive officers received total annual compensation, including salary and
bonus, in excess of $100,000 in 2001. Mr. Stewart resigned as our president on
September 5, 2001. Mr. Wingate joined us as our new president and chief
executive officer on October 1, 2001.

Summary Compensation Table
Annual Compensation(1)
-----------------------------------------------------
Other Annual
Name and Principal Position Year Salary Bonus Compensation
- --------------------------- ---- ------ ----- ------------

Frank W. Wingate 2001 $ 30,000 (2) $ 10,000 $ 2,274(2)
President and Chief Executive Officer
of New Commerce BanCorp

Paula S. King 2001 $ 94,167 $ 19,388 $ -0-
Senior Vice President and Chief 2000 $ 89,167 $ 18,360 $ -0-
Financial Officer of New Commerce 1999 $ 72,468 $ -0- $ -0-
BanCorp

James D. Stewart 2001 $103,333 $ 3,000 $ 6,822
Former President and Chief Executive 2000 $ 99,663 $ 18,000 $ 8,400
Officer of New Commerce 1999 $ 96,000 $ 10,000 $ 7,600
BanCorp

(1) Our executive officers also receive indirect compensation in the form of
certain perquisites and other personal benefits. The amount of such
benefits received in the fiscal year shown did not exceed 10% of the
officers' annual salary and bonus.
(2) Mr. Wingate's annualized salary is $120,000. The above salary and other
annual compensation cover the period October 1, 2001 through December 31,
2001.

Option Grants In Last Fiscal Year

Pursuant to the New Commerce BanCorp 1999 Stock Incentive Plan,
approved by our board of directors and shareholders, we may grant options for up
to 150,000 shares to our officers, directors, and employees. 3,000 additional
options are added to the plan each year beginning January 1, 2000 and ending
January 1, 2002 and 1,000 are added on January 1, 2003. The following table sets
forth information concerning the grant of stock options to certain employees
during the year ended December 31, 2001.

Number of Percent of
Securities Total Options Exercise or
Underlying Granted to Base Price
Options Employees in (Dollars per Expiration
Granted Fiscal Year Share) Date
---------- -------------- ----------- -----------
Frank W. Wingate 50,000 95.2% $6.60 10/02/11

Aggregated Option Exercises and Year-End Option Values

Value of Unexercised
Number of Unexercised Securities In-the-Money Options at
Underlying Options at Fiscal Year End Fiscal Year End (1)
Name Exercisable/Unexercisable Exercisable/Unexercisable
- ---- -------------------------------------- --------------------------

Frank W. Wingate -0-/50,000 $0/$70,000

Paula S. King 4,500/8,000 $0/$0

Bradley J. Schneider 4,500/8,000 $0/$0
- ---------------

(1) The values shown equal the difference between the exercise price
of unexercised in-the-money options and the closing market price
($8.00) of the underlying common stock at (most recent date
applicable), record date or 12/31. Options are in-the-money if the fair
market value of the common stock exceeds the exercise price of the
option.

Employment Agreements

Frank W. Wingate. We expect to enter into an employment agreement with
Mr. Wingate and we are currently negotiating the terms of the agreement. Under
our stock option plan, we have granted Mr. Wingate options to purchase 50,000
shares of common stock, which equals 5% of the number of shares sold in our
initial public offering. The options vest ratably over a five-year period, or
immediately upon a change in control, and have a term of ten years.
Additionally, Mr. Wingate participates in our retirement, welfare, and other
benefit programs and is entitled to a life insurance policy and an accident
liability policy, reimbursement for travel and business expenses and club dues.

We employed Mr. Wingate to replace James D. Stewart, who had served as
our president and chief executive officer from our inception in 1999 until his
resignation on September 5, 2001. As part of our separation agreement with Mr.
Stewart, we continued his monthly salary for the earlier of five months or until
Mr. Stewart obtained employment and his health insurance through February 28,
2002. Upon Mr. Stewart's resignation, his stock options expired. Mr. Stewart
retains the ability to exercise 7,500 fully-vested warrants granted to the
organizers of the bank.

Paula S. King. We have also entered into an employment agreement with
Paula S. King, a senior vice president and our chief financial officer for both
our company and our bank. The term of the agreement ended February 22, 2002. The
agreement called for Ms. King to receive a starting salary of $85,000 and to be
eligible for a yearly bonus of up to 25% for meeting specified goals to be
agreed each year. We granted Ms. King options to purchase 10,000 shares of
common stock. These options vest over a period of five years or immediately upon
a change in control, and will be exercisable for ten years. Additionally, Ms.
King participates in our retirement, welfare, and other benefit programs and is
entitled to reimbursement for her business travel expenses. We have also agreed
to pay for all costs and expenses of maintaining her CPA designated professional
memberships and continuing education associated with her CPA status.

Ms. King's employment agreement also provides that following
termination of her employment and for a period of six months thereafter Ms. King
may not (a) compete with us by, directly or indirectly, forming, serving as an
organizer, director of, or acquiring or maintaining more than 1% passive
investment in, a depository financial institution or holding company which has
one or more offices or branches within 10 miles of our main office or any
branch, (b) solicit our customers for the purpose of providing financial
services, or (c) solicit our employees for employment. These provisions do not
apply after a change in control. If Ms. King terminates her employment for good
reason or if Ms. King is terminated within one year following a change in
control, she will be entitled to a severance payment equal to her then current
monthly salary multiplied by 12, plus an amount equal to her prior year's bonus
paid and any unpaid accrued bonus, and all outstanding options and incentives
will

vest immediately. If Ms. King's employment is terminated for any reason
other than for cause, she will be entitled to 12 months' severance plus any
bonus earned or accrued through the date of termination.

Director Compensation

Neither the company nor the bank paid directors' fees during the last
fiscal year.

On January 12, 1999, we issued warrants to purchase 7,500 shares of
common stock of the company to each director. Each of these warrants includes
the following features:

o an exercise price of $10.00 per share,
o an exercise period of ten years,
o an exercise date of May 17, 1999,
o a provision allowing the OCC or FDIC to require the
warrant holder to exercise or forfeit the warrants if our bank's
capital falls below the minimum regulatory requirements, and
o restrictions on transferability.

On August 26, 1999, we issued options to purchase 2,500 shares of the
common stock of the company to each director. Each of these options includes the
following features:

o an exercise price of $10.00 per share,
o an exercise period of ten years,
o a ratable vesting schedule over five years beginning on
August 26, 2000.

Stock Options

We believe that the issuance of stock options can promote our growth
and profitability by providing additional incentives for participants to focus
on our long-range objectives. We also believe that stock options help us attract
and retain highly qualified personnel and to link their interests directly to
our shareholders' interests. In 1999, we adopted a stock option plan covering
150,000 shares of common stock. As of March 11, 2002, there were options to
acquire 113,000 shares outstanding under this plan, with a weighted average
exercise price of $8.35 per share. Of the outstanding options, 21,500 are
currently exercisable. In connection with his employment, we granted Mr. Wingate
options to purchase 50,000 shares of common stock, exercisable at $6.60 per
share. The options vest over five years and have a ten-year term.

Security Ownership of Certain
Beneficial Owners and Management
General

The following table shows how much common stock in the company is owned
by our directors, certain executive officers, and owners of more than 5% of the
outstanding common stock, as of March 11, 2002.

Percentage of
Number of Shares Beneficial
Name Owned (1) Rights to Acquire(2) Ownership(3)
---- --------- ------------------------- ---------------

Barry K. Aughtry -- -- --
Richard W. Bailey 22,350 8,500 3.06%
Timothy A. Brett 15,500 8,500 2.38%
Marshall J. Collins, Jr. 18,500 8,500 2.68%
Ralph S. Crawley 25,000 8,500 3.32%
G. Mitchell Gault 15,100 8,500 2.34%
Tommy D. Greer 25,000 8,500 3.32%
Bobby L. Johnson 15,000 8,500 2.33%
Robert T. Kellett 10,880 8,500 1.92%
Paula S. King -- 4,500 *
David H. Matthews 80,000 -- 8.00%
Dennis O. Raines 6,500 8,500 1.49%
Bradley J. Schneider 500 4,500 *
James D. Stewart 63,965 7,500 7.09%
Frank W. Wingate 2,950 -- *

Executive officers and directors as a 157,280 85,000 22.37%
group (13 persons)

- ---------------------
* Less than 1%

(1) Includes shares for which the named person:
o has sole voting and investment power,
o has shared voting and investment power with a spouse or other
person, or
o holds in an IRA or other retirement plan program, unless otherwise
indicated in these footnotes.

Does not include shares that may be acquired by exercising stock
options.

(2) Includes shares that may be acquired within the next 60 days by
exercising stock options or warrants but does not include any other
stock options.

(3) Determined by assuming the named person exercises all options which he
or she has the right to acquire within 60 days, but that no other
persons exercise any options.

Meetings and Committees of the Board of Directors

During the year ended December 31, 2001, the board of directors of the
company held two meetings and the board of directors of the bank held 12
meetings. All of the directors of the company and the bank attended at least 75%
of the aggregate of such board meetings and the meetings of each committee on
which they served.

The company's board of directors has appointed a number of committees,
including an audit and compliance committee and a personnel committee. The audit
committee is composed of Mssrs. Crawley, Gault, and Raines. Each of these
members are considered "independent" under Rule 4200(a)(14) of the National
Association of Securities Dealers' listing standards. The audit committee met
two times in 2001.

The audit committee has the responsibility of reviewing internal audit
and compliance reports, evaluating internal accounting controls, reviewing
reports of regulatory authorities, and determining that all audits and
examinations required by law are performed. The committee recommends to the
board the appointment of the independent auditors for the next fiscal year,
reviews and approves the auditor's audit plans, and reviews with the independent
auditors the results of the audit and management's responses. The audit
committee has a written charter which was adopted on November 27, 2000. The
charter outlines the committee's responsibilities for overseeing the entire
audit function and appraising the effectiveness of internal and external audit
efforts and may be amended by the board at any time. The audit committee reports
its findings to the board of directors.

Report of the Audit Committee of the Board

The report of the audit committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent that the company specifically
incorporates the information contained in the report by reference, and shall not
be deemed filed under such acts. The audit committee has reviewed and discussed
with management the audited financial statements. The audit committee has
discussed with the independent auditors the matters required to be discussed by
the Statement on Auditing Standards No. 61. The audit committee has received
from the independent auditors the written disclosures and the letter required by
Independent Standards Board Standard No. 1 ("Independence Discussions with Audit
Committees") and has discussed with the independent auditors the independent
auditor's independence from the company and its management. In reliance on the
reviews and discussions referred to above, the audit committee recommended to
the company's board of directors that the audited financial statements be
included in the company's Annual Report and referenced on SEC Form 10-KSB for
the fiscal year ended December 31, 2001 for filing with the SEC. The report of
the audit committee is included herein at the direction of its members, Mssrs.
Crawley, Gault, and Raines.

Audit Fees

The aggregate fees billed for professional services rendered by the
independent auditors during the company's 2001 fiscal year for review of the
company's annual financial statements and those financial statements included in
the company's quarterly reports filed on SEC Form 10-QSB totaled $3,400. The
company estimates that the total fees of its annual financial statements for the
year ended December 31, 2001 will be approximately $11,800.

Financial Information Systems Design and Implementation Fees

We did not engage the independent auditors to provide, and the
independent auditors did not bill for, professional services regarding financial
information systems design and implementation during the year ended December 31,
2001.

All Other Fees

The aggregate fees billed for non-audit services rendered by the
independent auditors during the company's 2001 fiscal year totaled $9,326 for
internal audit services, income tax return preparation, and employee benefit
plan services.

Other Committees

Our personnel committee is responsible for establishing the
compensation plans for the company. Its duties include the development with
management of all benefit plans for employees of the company, the formulation of
bonus plans, incentive compensation packages, and medical and other benefit
plans. This committee met one time during the year ended December 31, 2001. The
personnel committee is composed of Messrs. Brett, Collins, Greer, and Wingate.

The company formed a nominating committee in January, 2001. This
committee is composed of Messrs. Bailey, Collins, Gault, and Johnson. The
nominating committee will consider nominees recommended by shareholders if the
shareholders comply with the requirements to submit shareholder proposals for
the 2003 Annual Meeting.

Certain Relationships and Related Transactions

Interests of Management and Others in Certain Transactions

We enter into banking and other transactions in the ordinary course of
business with our directors and officers and their affiliates. It is the our
policy that these transactions be on substantially the same terms (including
price, or interest rates and collateral) as those prevailing at the time for
comparable transactions with unrelated parties. We do not expect these
transactions to involve more than the normal risk of collectibility nor present
other unfavorable features us. Loans to individual directors and officers must
also comply with our bank's lending policies and statutory lending limits, and
directors with a personal interest in any loan application are excluded from the
consideration of the loan application. We intends for all of our transactions
with our affiliates to be on terms no less favorable to us than could be
obtained from an unaffiliated third party and to be approved by a majority of
disinterested directors.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

As required by Section 16(a) of the Securities Exchange Act of 1934,
our directors and executive officers and certain other individuals are required
to report periodically their ownership of our common stock and any changes in
ownership to the SEC. Based on a review of Forms 3, 4, and 5 and any
representations made to us, it appears that they were filed in a timely fashion
during 2001, with the exception of Messr. Bailey for whom we filed a late Form 5
for shares purchased in 2000 and inadvertently not reported, and for Messr.
Kellett for whom we also filed a late Form 5 for shares purchased in 2000 and
inadvertently not reported.

Independent Auditors

We have selected the firm of Elliott Davis, LLP to serve as our
independent auditors for the year ending December 31, 2002. We expect that a
representative from this firm will be present and available to answer questions
at the annual meeting and will have the opportunity to make a statement if he or
she desires to do so.

Shareholder Proposals for the 2003 Annual Meeting of Shareholders

If shareholders wish a proposal to be included in our proxy statement
and form of proxy relating to the 2003 annual meeting, they must deliver a
written copy of their proposal to our principal executive offices no later than
November 20, 2002. To ensure prompt receipt by the company, the proposal should
be sent certified mail, return receipt requested. Proposals must comply with our
bylaws relating to shareholder proposals in order to be included in our proxy
materials.

March 20, 2002

PROXY SOLICITED FOR ANNUAL MEETING
OF SHAREHOLDERS OF
NEW COMMERCE BANCORP
to be held on April 24, 2002

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned hereby constitutes and appoints Frank W. Wingate and
Dennis O. Raines, and each of them, his or her true and lawful agents and
proxies with full power of substitution in each, to represent and vote, as
indicated below, all of the shares of common stock of New Commerce BanCorp that
the undersigned would be entitled to vote at the Annual Meeting of Shareholders
of the company to be held at the New Commerce Bank Board Room, 501 New Commerce
Court, Greenville, South Carolina, at 4:00 p.m. local time, and at any
adjournment, upon the matters described in the accompanying Notice of Annual
Meeting of Shareholders and Proxy Statement. These proxies are directed to vote
on the matters described in the Notice of Annual Meeting of Shareholders and
Proxy Statement as follows:

This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder. If no direction is made, this
proxy will be voted: "for" the election of the four identified Class III
directors to serve on the board of directors for three-year terms.

1. PROPOSAL to elect the four identified Class III directors to serve for
three-year terms.

Richard W. Bailey
Timothy A. Brett
G. Mitchell Gault
Frank W. Wingate

|_| FOR all nominees |_| WITHHOLD AUTHORITY
listed (except as marked to to vote for all nominees
the contrary)

(INSTRUCTION: To withhold authority to vote for any individual nominee(s),
write that nominees name(s) in the space provided below).

- --------------------------------------------------------------------------------

Dated: ____________________________, 2002

____________________________ ____________________________
Signature of Shareholder(s) Signature of Shareholder(s)

____________________________ ____________________________
Please print name clearly Please print name clearly

Please sign exactly as name or names appear on your stock certificate. Where
more than one owner is shown on your stock certificate, each owner should sign.
Persons signing in a fiduciary or representative capacity shall give full title.
If a corporation, please sign in full corporate name by authorized officer. If a
partnership, please sign in partnership name by authorized person.