First American Corporation and National Commerce Bancorporation Announce Branch Swap and Contract with IFC, Holdings Inc.

NASHVILLE, Tenn.--(BUSINESS WIRE)--Oct. 19, 1998--First American Corporation (NYSE: FAM) and National Commerce Bancorporation (NASDAQ: NCBC) today announced the signing of a definitive agreements to exchange a total of 15 bank branches in Tennessee and Virginia.

Under the terms of the agreements, NCBC will acquire four of First American Federal Savings Bank's free-standing branches in Roanoke, Va., and one in Blacksburg, Va. First American National Bank will acquire 10 NCBC branches throughout Tennessee. The branches will be located inside Wal-Mart and Kroger stores in Collierville and Bartlett, both suburbs of Memphis; Paris and Jackson (2 branches), both in western Tennessee; Clarksville (3 branches) and Gallatin in northern middle Tennessee; and Cleveland, located in the state's southeastern corner near Chattanooga. The branch swaps and conversions of both transactions are expected to be complete by mid-1999. Financial terms were not disclosed.

Dennis C. Bottorff, chairman and CEO of First American, said, "These agreements will enable First American to increase our presence in markets where we already have a strong client base with above average growth prospects. The addition of these in-store locations allows us to further develop our strategy of creating a 'hub-and-spoke' distribution system which has more mini-branches supported by a centrally located full service office. We believe this allows us to more efficiently deliver our products and services while increasing our access points to increase convenience to our clients."

Thomas C. Garrott, chairman of NCBC, said, "We are continuing to align our company to more efficiently reach our customers. By improving the allocation of our resources, we can better serve our customers, communities and shareholders."

The agreements support the strategies of both First American and NCBC to maximize the use of capital in their respective markets. The companies will be increasing their focus on markets where they have strong existing customer bases and decreasing their presence in markets where they do not have a competitive advantage.

After the transactions are completed, NCBC will have 33 branches in Virginia, including 19 branches of First Market Bank, which is co-owned by NCBC and Ukrop's Super Markets in Richmond. Overall, NCBC will have 144 branches in Tennessee, Virginia, Georgia, North Carolina, Mississippi and Arkansas.

First American will have 178 branches in Tennessee upon completion of the swap. First American Federal Savings Bank will continue to operate 5 branches in southeast Virginia. Overall, First American will operate 349 banking offices throughout Tennessee, Mississippi, Louisiana, Kentucky, Arkansas and Virginia at that point, through its banking subsidiaries.

NCBC/IFC Holdings Contract

NCBC also signed a definitive agreement with IFC Holdings Inc., a subsidiary of First American, to use IFC's services to enable NCBC to offer certain insurance and investment products to its customers through NCBC's branch system. NCBC represents a unique opportunity for IFC to operate in a distribution system that uses both traditional branches and the non-traditional supermarket stores. IFC will provide 10 - 15 licensed investment representatives that will operate within the NCBC branch network to provide alternative investment products to NCBC's customers.

"By partnering with IFC, we are able to broaden the array of products and services that we offer our customers. We believe the IFC program offers the best means of meeting our customers' annuity and investment needs," said Garrott.

About National Commerce

Memphis, Tennessee-based National Commerce Bancorporation is a $5.5 billion-asset sales and marketing organization that provides select financial services and consulting activities through a national network of banking affiliates and non-banking subsidiaries.

About First American

First American Corporation is a $19 billion Nashville-based financial services holding company with approximately 6,400 employees. The corporation is the parent company of First American National Bank, First American Federal Savings Bank, and First American Enterprises Inc. The company owns 98.75 percent of IFC Holdings Inc. Through IFC Holdings, the company has approximately 2,400 representatives selling mutual funds, annuities and other investment and insurance products in more than 1,100 investment centers throughout the U.S.

To the extent that statements in this report relate to the plans, objectives or future performance of First American Corporation and National Commerce Bancorporation, these statements may be deemed to be forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on Management's current expectations and the current economic environment. Actual strategies and results in future periods may differ materially from those currently expected due to various risks and uncertainties. Additional discussion of factors affecting First American's and National Commerce's business and prospects is contained in the Company's periodic filings with the Securities and Exchange Commission.