National Commerce billed the deal as ``a merger of equals,'' but the Memphis, Tenn.-based bank's shareholders will own a majority - about 53 percent - of the combined company, which will keep the name National Commerce Bancorporation. CCB stockholders will own the remaining 47 percent.Under the terms of the pact, CCB shareholders will get 2.45 NCBC common shares for each CCB share, valuing each CCB share at $48.23 - a 25 percent premium, based on its March 17 closing price, the company said.

Durham, N.C.-based CCB closed at 38 1/4 on the New York Stock Exchange on Friday while National Commerce finished at 19 11/16 on Nasdaq. CCB had about 40.48 million shares outstanding as of March 17, valuing the transaction at about $1.95 billion.

The company said Thomas Garrott, chairman and chief executive officer of NCBC, will become chairman of the combined company, while Ernest Roessler, CCB's chairman and chief executive officer, will become chief executive officer.

The deal is expected to add 18.8 percent to NCBC's estimated 2001 earnings per share based on First Call/Thomson Financial estimates ($1.34 a share) and assuming 85 percent phase-in of the anticipated merger synergies, the company said. The company sees the combined entity cutting its operating expenses by about $50 million a year, representing 12 percent of its combined expense base. The company also said the tie-up, a tax-free exchange of shares to be accounted for as a pooling-of-interests, has been unanimously approved by the boards of directors of both companies and hinges on standard regulatory and shareholder approvals. It is expected to close in the third quarter of 2000, the company said. The combined company's 20-seat board of directors will be made up of 10 directors each from CCB and NCBC.