Formations of, Acquisitions by, and Mergers of Bank Holding Companies

The companies listed in this notice have applied to the Board for approval, pursuant to the Bank Holding Company Act of 1956 (12 U.S.C. 1841 et seq.) (BHC Act), Regulation Y (12 CFR Part 225), and all other applicable statutes and regulations to become a bank holding company and/or to acquire the assets or the ownership of, control of, or the power to vote shares of a bank or bank holding company and all of the banks and nonbanking companies owned by the bank holding company, including the companies listed below.

The applications listed below, as well as other related filings required by the Board, are available for immediate inspection at the Federal Reserve Bank indicated. The application also will be available for inspection at the offices of the Board of Governors. Interested persons may express their views in writing on the standards enumerated in the BHC Act (12 U.S.C. 1842(c)). If the proposal also involves the acquisition of a nonbanking company, the review also includes whether the acquisition of the nonbanking company complies with the standards in section 4 of the BHC Act (12 U.S.C. 1843). Unless otherwise noted, nonbanking activities will be conducted throughout the United States. Additional information on all bank holding companies may be obtained from the National Information Center website at www.ffiec.gov/nic/ .

Unless otherwise noted, comments regarding each of these applications must be received at the Reserve Bank indicated or the offices of the Board of Governors not later than July 19, 2004.

A. Federal Reserve Bank of Atlanta (Sue Costello, Vice President) 1000 Peachtree Street, N.E., Atlanta, Georgia 30303:

1. SunTrust Banks, Inc., Atlanta, Georgia; to merge with National Commerce Financial Corporation, Memphis, Tennessee, and thereby indirectly acquire voting shares of National Bank of Commerce, Memphis, Tennessee.

In connection with this application, Applicant also has applied to acquire NBC Bank, FSB, Memphis, Tennessee, and thereby engage in operating a savings association, pursuant to section 225.28(b)(4)(ii) of Regulation Y.

In connection with this application, Applicant also has applied to acquire First Market Bank, FSB, Memphis, Tennessee, and thereby engage in operating a savings association, pursuant to section 225.28(b)(4)(ii) of Regulation Y.

In connection with this application, Applicant also has applied to acquire First Mercantile Trust Company, Memphis, Tennessee, and thereby engage in operating nonbank depository institutions and to engage in financial and investment advisory activities, pursuant to sections 225.28(b)(4)(i) and 225.28(b)(6)(i) of Regulation Y.

In connection with this application, Applicant also has applied to acquire FMT Capital Management, Inc., Memphis, Tennessee, and thereby engage in financial and investment advisory activities, pursuant to section 225.28(b)(6)(i) of Regulation Y.

In connection with this application, Applicant also has applied to acquire TransPlatinum Service Corp., Nashville, Tennessee, and thereby engage in data processing activities, pursuant to section 225.28(b)(14)(i) of Regulation Y.

In connection with this application, Applicant also has applied to acquire Commerce Capital Management, Inc., Memphis, Tennessee, and thereby engage in financial and investment advisory activities, pursuant to section 225.28(b)(6)(i) of Regulation Y.

In connection with this application, Applicant also has applied to acquire USI Alliance Corp., Memphis, Tennessee, and thereby engage in leasing personal or real property activities, and community development activities, pursuant to sections 225.28(b)(3) and 225.28(b)(12)(i) of Regulation Y.

In connection with this application, Applicant also has applied to acquire Senior Housing Crime Prevention Foundation Investment Corporation, Memphis, Tennessee, and thereby engage in community development activities, pursuant to section 225.28(b)(12)(i) of Regulation Y.

In connection with this application, Applicant also has applied to acquire Brooks, Montague & Associates, Inc., Chattanooga, Tennessee, and thereby engage in financial and investment advisory activities, pursuant to section 225.28(b)(6)(i) of Regulation Y.