1
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
OF
NATIONAL BANCSHARES CORPORATION OF TEXAS
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
As set forth in Section 2 of the Offer to Purchase (as defined below), this
form or one substantially equivalent hereto must be used to accept the Offer (as
defined below) if certificates representing shares of common stock, par value
$.001 per share (the "Shares"), of National Bancshares Corporation of Texas, a
Texas corporation (the "Company"), are not immediately available or if the
procedures for book-entry transfer cannot be completed on a timely basis or time
will not permit all required documents to reach the Depositary prior to the
Expiration Date (as defined in the Offer to Purchase). This form may be
delivered by hand to the Depositary or transmitted by telegram, facsimile
transmission or mail to the Depositary and must include a guarantee by an
Eligible Institution (as defined in the Offer to Purchase). See Section 2 of the
Offer to Purchase.
<Table>
By Registered or Certified Mail: By Facsimile Transmission: By Hand or Overnight Courier:
Tender and Exchange Department (for Eligible Institutions Only) Tender & Exchange Department
P.O. Box 11248 101 Barclay Street
Church Street Station (212) 815- 6213 Receive and Deliver Window
New York, New York New York, New York 10286
10286 For Confirmation Only
Telephone:
(212) 815-6156
</Table>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE
TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY TO THE DEPOSITARY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION"
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
2
Ladies and Gentlemen:
The undersigned hereby tenders to NBC Acquisition Corp., a Texas
corporation (the "Purchaser") and a wholly-owned subsidiary of International
Bancshares Corporation, a Texas corporation ("Parent"), upon the terms and
subject to the conditions set forth in the Purchaser's Offer to Purchase dated
August 9, 2001 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer"), receipt of which is hereby acknowledged,
the number of Shares set forth below, all pursuant to the guaranteed delivery
procedures set forth in Section 2 of the Offer to Purchase.
Number of Shares
- --------------------------------
Certificate Nos. (if available)
- ----------------------
(Check box if Shares will be tendered by
book-entry transfer)
[ ] The Depository Trust Company
Account Number
- ---------------------------------
Dated
- --------------------------------------------
Name(s) of Record Holder(s):
- --------------------
- ---------------------------------------------------
- ---------------------------------------------------
PLEASE PRINT
Address(es):
- --------------------------------------
- ---------------------------------------------------
(ZIP CODE)
Daytime Area Code and Tel. No.:
- -----------------
Signature(s):
- -------------------------------------
3
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a participant in the Security Transfer
Agents Medallion Program or the New York Stock Exchange Guarantee Program or the
Stock Exchange Medallion Program or an "eligible guarantor institution", as such
term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended, hereby guarantees to deliver to the Depositary either the certificates
representing the Shares tendered hereby, in proper form for transfer, or a
Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to
such Shares, in any such case together with a properly completed and duly
executed Letter of Transmittal (or a facsimile thereof), with any required
signature guarantees, or an Agent's Message (as defined in the Offer to
Purchase), and any other required documents, within three American Stock
Exchange trading days (as defined in the Letter of Transmittal) after the date
hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares to the Depositary within the time period shown herein.
Failure to do so could result in a financial loss to such Eligible Institution.
Name of Firm:
- ----------------------------------
Address(es):
- ------------------------------------
- --------------------------------------------------
ZIP CODE
Area Code and Tel. No.:
- -----------------------
---------------------------------------------------
AUTHORIZED SIGNATURE
Name:
- -------------------------------------------
PLEASE TYPE OR PRINT
- --------------------------------------------------
Title:
- --------------------------------------------
Dated:
- -------------------------------------------
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES FOR
SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.