ALABAMA NATIONAL BANCORPORATION ANNOUNCES SHAREHOLDERS' MEETING AND OFFER TO REPURCHASE COMMON STOCK.

SHOAL CREEK, Ala.--(BUSINESS WIRE)--Dec. 1, 1995--Alabama National BanCorporation (Nasdaq/NM:ALAB) today reported that it has scheduled a meeting of its shareholders on December 29, 1995, to consider and vote upon the proposed merger of National Commerce Corporation ("NCC") and Commerce Bankshares, Inc. ("CBS"). NCC and CBS are the parent companies of National Bank of Commerce of Birmingham ("NBC") and Talladega Federal Savings & Loan Association ("TFSLA"). A proxy statement that describes the proposed merger was mailed to the stockholders of Alabama National, NCC and CBS on November 30, 1995.

If the merger is effected, current shareholders of NCC and CBS will own a controlling 50.1 percent of Alabama National after the merger. Alabama National will be the surviving entity, and NBC and TFSLA will become 100 percent-owned subsidiaries of Alabama National. Alabama National will issue 3,107,000 shares of Alabama National common stock to the former holders of NCC common stock and CBS common stock.

Under the terms of the merger agreement, Alabama National is required to repurchase 360,400 shares of its outstanding common stock from current shareholders. Each record holder of Alabama National will be given the opportunity to participate on a pro rata basis in the repurchase of 360,400 shares of Alabama National common stock currently outstanding. The stock will be repurchased at a price equal to the average of the high and low sales prices of Alabama National common stock for the ten days beginning December 1, 1995, and ending December 14, 1995. The record holders of Alabama National common stock on November 10, 1995, will receive Cash Election Forms which they may use to elect to tender all or a portion of their Alabama National shares to the Company. Cash Election Forms may be used to tender shares of Alabama National common stock from November 30, 1995, until the effective time of the Merger, which is expected to occur on December 29, 1995. Persons who acquire Alabama National common stock after November 10, 1995, may acquire Cash Election Forms from Alabama National's exchange agent, AmSouth Bank of Alabama.

James A. Taylor, Alabama National's Chairman and Chief Executive Officer, and Frank W. Whitehead, Alabama National's Executive Vice President, Chief Financial Officer and Treasurer, have agreed to tender a sufficient number of their Alabama National shares such that the full 360,400 shares will be repurchased. Additionally, Taylor and Whitehead have agreed to relinquish all rights to receive contractually provided stock options beginning January 1, 1996. Finally, both Taylor and Whitehead have agreed to grant a proxy to a designee of NCC to vote all shares held by them after the Merger. Taylor and Whitehead will receive $1.2 million in the aggregate for these agreements.

National Bank of Commerce is the largest privately owned bank in Alabama with approximately $445 million in assets and 13 branches located in Jefferson and North Shelby counties. Alabama National BanCorporation is a bank and thrift holding company with the following subsidiary banks: Citizens Bank of Talladega; First National Bank of Ashland in Ashland and Lineville; Bank of Dadeville in Dadeville, Camp Hill and Jackson's Gap; Alabama Exchange Bank in Tuskegee; Gulf Bank in Orange Beach and Foley; and St. Clair Federal Savings Bank in Pell City, Springville and Moody. The combined institution will have assets in excess of $775 million, with approximately $55 million in capital.

CONTACT: Alabama National Bancorporation, Shoal Creek

Frank W. Whitehead, 205/995-8526