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NCBC and CCB – Merger of Equals –

Creating The Southeast’s Premier High Growth Bank. NCBC and CCB – Merger of Equals –. Forward Looking Statement.

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NCBC and CCB – Merger of Equals –

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  1. CreatingThe Southeast’s PremierHigh Growth Bank NCBC and CCB– Merger of Equals –

  2. Forward Looking Statement • This presentation contains certain statements regarding National Commerce Bancorporation (“NCBC”) and CCB Financial (“CCB”) following the completion of the merger of equals discussed herein, including strategies, plans and objectives, as well as estimates and statements based on underlying estimates of future financial condition, performance and operating efficiencies on a pro forma basis and cost savings and revenue enhancements and accretion to reported earnings that will be realized from the merger. • These statements and estimates constitute forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995), which involve significant risks and uncertainties. A variety of factors could cause actual results and experience to differ materially from the anticipated results or other expectations expressed in such forward-looking statements. • Neither NCBC or CCB assumes any obligation to update these forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements. • Factors that might cause such a difference include, but are not limited to, risks and uncertainties related to the consummation of the merger, including the realization of expected cost savings from the merger; realization of the level of revenues following the merger; integration costs or difficulties; competition from both financial and non-financial institutions; changes in interest rates, deposit flows, loan demand and real estate values; changes in legislation or regulation; changes in accounting principles, policies or guidelines; the timing and occurrence (or non-occurrence) of transactions and events that may be subject to circumstances beyond the control of NCBC or CCB; and other economic, competitive, governmental, regulatory and technological factors affecting NCBC or CCB specifically or the banking industry or economy generally.

  3. 1 Transaction Overview • Name:n NCBC – Holding Companyn CCB – North Carolina and South Carolina n National Bank of Commerce, NBC Bank and First Market Bank – all other markets • Pro Forma Market Cap.:n $4.2 Billion • Relative Ownership:n 53% NCBC / 47% CCB • Board of Directors:n 10 NCBC Directors / 10 CCB Directors • Management:n Tom Garrott – Chairmann Ernest Roessler – CEOn Bill Reed – COOn Sheldon Fox – CFOn Lewis Holland – President, Financial Enterprises • Corporate Headquarters:n Memphis, TN • n Operations headquarters in Durham, NC

  4. 2 Transaction Overview • Fixed Exchange Ratio: 2.45 NCBC shares per CCB share$48.23 per CCB share; 25% premium (1) • Post Closing Dividend: Quarterly dividend of $0.13 per share anticipated • Accounting Treatment: Pooling of interestsTax free exchange • Option Agreements: 19.9% cross-options granted at market price • Anticipated Closing: 3Q 2000 • Due Diligence: Completed (1) Based on March 17, 2000 closing prices.

  5. 3 Strategic Rationale Southeastern Powerhouse • Contiguous Southeastern footprint • Concentrated in high growth metropolitan markets • Complementary skill sets • Proven "Hub & Spoke” retail strategy • Accelerated de novo expansion strategy • Significant growth potential from financial services businesses • Combines #1 and #6 ranked banks in the U.S.(1) • One of the most profitable banks in the U.S. • Significant upside potential in valuation • Commonality in cultures and business philosophies • Complementary product offerings and distribution channels • Not reliant on aggressive cost savings • Identical data processing platforms Unique Growth Characteristics “Best in Class” Profitability Characteristics Low Risk Transaction (1) As ranked by U.S. Banker in its May 1999 issue.

  6. 4 High Growth Southeastern Powerhouse

  7. 5 Unique Growth Characteristics • NCBC to enjoy a superior long-term projected EPS growth rate: • 14% blended growth rate before synergies and franchise acceleration initiatives • Pro forma 17% growth rate superior to industry leaders (1) U.S. banks with market capitalization greater than $1.0 BN. Note: Growth rates are based on First Call projected long term growth rates.

  8. PARTIAL DOCUMENT – THE REMAINDER IS VIEWABLY BY MEMBERS ONLY \\snyc14232\DIG\Kinder\National Commerce_NCBC\NCBC_Investor Presentation_Final.ppt 12/07/2014 23:05:108

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