ALABAMA NATIONAL BANCORPORATION REPORTS YEAR-END EARNINGS.

National BanCorporation (Nasdaq/NM:ALAB) today announced results for the year ended December 31, 1995.

Effective at the close of business on December 29, 1995, Alabama National BanCorporation (ANB) consummated its merger with National Commerce Corporation (NCC) and Commerce Bankshares, Inc. (CBS), the parent companies of National Bank of Commerce of Birmingham (NBC) and Talladega Federal Savings and Loan Association (TFS&L). Although ANB survived the merger, NCC is treated as the acquiring entity because the merger resulted in a change of control. Accordingly, the consolidated financial statements of ANB for 1995 and prior years will reflect the operations of NCC and its subsidiaries only. The results of operations of ANB will not be included in such historical financial statements.

On a pro forma combined basis, assuming the merger had occurred on January 1, 1995, but excluding nonrecurring expenses related to the merger of approximately $2,000,000, ANB and its subsidiaries (including those of NCC and CBS) would have earned $1.28 per share on an average of 6,377,000 common and common equivalent shares outstanding. In 1994, ANB and its subsidiaries (excluding those of NCC and CBS) earned $1.25 per share on an average of 2,579,000 common and common equivalent shares outstanding. The following table reflects the results of operations of ANB, assuming the merger of ANB, NCC and CBS had been consummated on January 1, 1994, and excluding the nonrecurring expenses related to the merger of approximately $2,000,000. The decrease in the pro forma earnings per share is primarily due to the increase in number of outstanding shares as a result of the initial public offering in late 1994 and the merger in 1995 as well as the increase in expenses of NCC in the fourth quarter discussed below. -0-

                    ALABAMA NATIONAL BANCORPORATION
                     Unaudited Financial Highlights
                (In Thousands, Except Per Share Amounts)

                                         (Pro Forma)(1)
                                          Year Ended
                                         December 31,
                                      1995           1994
Net interest income               $  30,779     $   27,276
Provision for loan losses             1,225          1,435
Noninterest income                   10,492          6,872
Other noninterest expense            30,305         23,652
Income before income taxes            9,741          9,061
Income taxes                          1,556          1,000
Net income                        $   8,185     $    8,061

Earnings per common and
   common equivalent share        $    1.28     $     1.51

Average common and common
   equivalent shares outstanding      6,377          5,325

    (1) Assumes the merger of ANB, NCC and CBS had been consummated
on January 1, 1994, and excludes nonrecurring merger expenses of
approximately $2.0 million.

The year-end merger produced combined assets of $806,574,000 with shareholders' equity of $55,590,000. At December 31, 1995, gross loans outstanding were $533,977,000 with loan loss reserves of $8,640,000, or 1.62% of loans. -0-

                     Unaudited Financial Highlights

                                         December 31,
                                      1995(1)        1994(2)
Assets                            $ 806,574     $  393,712
Earning assets                      730,581        367,415
Securities                          148,115         76,253
Loans                               533,977        283,462
Allowance for loan losses             8,640          5,009
Deposits                            646,614        319,136
Unrealized securities
   gains (losses) net of
   taxes                                134         (1,091)
Stockholders' equity                 55,590     $   25,369

    (1) Consolidated amounts after the merger of ANB, NCC & CBS
December 29, 1995.
    (2) Represents historical assets, liabilities and stockholders'
equity of NCC.

For the fourth quarter ended December 31, 1995, net interest income after provision for loan losses increased 14.7%. Noninterest income increased by 215% which was primarily attributable to increased revenue in the NBC bond department. The increase in revenue from the bond department was offset by an increase in bond department expenses. Noninterest expense also increased due to nonrecurring consolidation expenses for TFS&L into ANB of $.3 million and litigation expense of $1.2 million. Net income of $401,000 resulted for the quarter compared with net income of $1.167 million for the 1994 quarter. -0-

                    ALABAMA NATIONAL BANCORPORATION
                    Unaudited Financial Highlights
                (In Thousands, Except Per Share Amounts)

                           (Actual)(1)               (Actual)(2)
                        Three Months Ended            Year Ended
                           December 31,              December 31,
                        1995         1994         1995         1994
Net interest
 income             $   4,685    $   4,167    $  17,277    $  15,706
Provision for
 loan losses              192          250          392        1,229
Net securities
 losses                    --           --           --           (7)
Noninterest income      2,981          946        7,403        4,213
Noninterest expense     7,033        3,488       19,642       12,997
Income before
 income taxes             441        1,375        4,646        5,686
Income taxes                3           --          195           86
Income before
 minority interest
  in earnings of
  consolidated
  subsidiary              438        1,375        4,451        5,600
Minority interest in
 earnings of
  consolidated
  subsidiary               37          208          650          750
Net income          $     401    $   1,167    $   3,801    $   4,850

Earnings per common
 and common
  equivalent
  share(2)          $    0.09    $    0.45    $    1.15    $    1.64

Average common and
 common equivalent
  shares outstanding    2,582        2,529        2,569        2,529

    (1) Represents results of operations of NCC.
    (2) Per common share data is calculated based upon net income as
adjusted for cash dividends paid on preferred stock of $169 and $23
for the three months ended December 31, 1995 and 1994, and $848 and
$715 for the years ended December 31, 1995 and 1994.

James A. Taylor, chairman and chief executive officer, said, "We are pleased to report a very significant year in the history of Alabama National BanCorporation. As a result of the merger completed in December 1995, we believe there are significant benefits to be realized by our combined organizations that will enhance shareholder value. This merger provides additional opportunities to offer loan products, credit cards, and trust, investment and brokerage services in our traditional community bank markets. We have a broader market presence and are committed to providing our customers with the highest levels of service and convenience."

Taylor went on to say, "We ended 1995 with total assets of $807 million, loans of $534 million, deposits of $647 million and stockholders' equity of $56 million. We have expanded the base of our company and are optimistic about the future of Alabama National."

Alabama National BanCorporation is the sixth largest bank holding company in Alabama. The Company operates through seven bank subsidiaries: National Bank of Commerce of Birmingham; Citizens Bank of Talladega; First National Bank of Ashland; Bank of Dadeville; Alabama Exchange Bank in Tuskegee; Gulf Bank in Orange Beach; and St. Clair Federal Savings Bank in Pell City. The Company provides full banking services to individuals and small businesses that prefer local bank decision making and personalized service.

CONTACT: Alabama National BanCorporation, Shoal Creek

Frank W. Whitehead, 205/583-3654