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Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY FOR TENDER OF ANY AND ALL
OF THE OUTSTANDING FLOATING RATE CAPITAL TRUST
PASS-THROUGH SECURITIES (LIQUIDATION AMOUNT $1,000 PER
CAPITAL SECURITY) OF NATIONAL COMMERCE CAPITAL TRUST I
FULLY AND UNCONDITIONALLY GUARANTEED BY NATIONAL
COMMERCE BANCORPORATION
This Notice of Guaranteed Delivery, or one
substantially equivalent to this form, must be used to
accept the Exchange Offer (as defined below) if (i)
certificates for the Trust's (as defined below)
Floating Rate Capital Trust Pass-through Securities
(the "Old Capital Securities") are not immediately
available, (ii) Old Capital Securities, the Letter of
Transmittal and all other required documents cannot be
delivered to The Bank of New York (the "Exchange
Agent") on or prior to the Expiration Date (as defined
in the Prospectus referred to below) or (iii) the
procedures for delivery by book-entry transfer cannot
be completed on a timely basis. This Notice of
Guaranteed Delivery may be delivered by hand,
overnight courier or mail, or transmitted by facsimile
transmission, to the Exchange Agent on or prior to the
Expiration Date. See "The Exchange Offer--Procedures
for Tendering Old Capital Securities" in the
Prospectus. In addition, in order to utilize the
guaranteed delivery procedure to tender Old Capital
Securities pursuant to the Exchange Offer, a
completed, signed and dated Letter of Transmittal
relating to the Old Capital Securities (or facsimile
thereof) must also be received by the Exchange Agent
prior to 5:00 p.m., New York City time, on the
Expiration Date.
Capitalized terms used but not defined herein
have the meanings given them in the Prospectus.
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The Exchange Agent for the Exchange Offer is:
THE BANK OF NEW YORK
BY HAND OR OVERNIGHT DELIVERY:
The Bank of New York
101 Barclay Street
New York, New York 10286
Corporate Trust Services Window
Ground Level
Attn: Reorganization Section
Enriquez Lopez
FACSIMILE TRANSMISSIONS: (Eligible Institutions Only)
(212) 571-3080
To confirm by telephone or for information call:
(212) 815-6333
BY REGISTERED OR CERTIFIED MAIL:
The Bank of New York
101 Barclay Street, 7E
New York, New York 10286
Attn: Reorganization Section
Enriquez Lopez
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN
ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF
THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE
A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY 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.
Ladies and Gentlemen:
The undersigned hereby tenders to National
Commerce Capital Trust I, a Delaware business trust (the
"Trust"), upon the terms and subject to the conditions
set forth in the Prospectus dated _________, 1997 (as
the same may be amended or supplemented from time to
time, the "Prospectus"), and the related Letter of
Transmittal (which together constitute the "Exchange
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Offer"), receipt of which is hereby acknowledged, the
aggregate liquidation amount of Old Capital Securities set
forth below pursuant to the guaranteed delivery
procedures set forth in the Prospectus under the caption
"The Exchange Offer--Procedures for Tendering Old
Capital Securities."
Aggregate Liquidation Amount Tendered: $_______________
Name(s) of Registered Holder(s): _______________________
________________________________________________________
Certificate No(s)(if available): _______________________
Total Liquidation Amount represented by Old Capital
Securities Certificate(s): $____________________
If Old Capital Securities will be tendered by book-entry
transfer, provide the following information:
DTC Account Number: ____________________
Date: _____________, 1997
All authority herein conferred or agreed to be
conferred in this Notice of Guaranteed Delivery shall
survive the death, incapacity or dissolution of the
undersigned and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors,
administrators, personal representatives, trustees in
bankruptcy, legal representatives, successors and
assigns of the undersigned.
PLEASE SIGN HERE:
_________________________ __________, 1997
_________________________ __________, 1997
(Signature(s) of Owner(s)
or Authorized Signatory)
Area Code and telephone number: _______________________
Must be signed by the holder(s) of the Old
Capital Securities exactly as their name(s) appear(s) on
certificate(s) for the Old Capital Securities or on a
security position listing, or by person(s) authorized to
become registered holder(s) by endorsements and
documents transmitted with this Notice of Guaranteed
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Delivery. If signature is by an attorney-in-fact,
executor, administrator, trustee, guardian, officer of a
corporation or other person acting in a fiduciary or
representative capacity, please set forth the signer's
full title. Please print name(s) and address(es)
Names: ____________________________________________
____________________________________________
____________________________________________
Capacity: _____________________________________________
Address: _____________________________________________
_____________________________________________
_____________________________________________
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity
identified in Rule 17Ad-15 under the Securities Exchange
Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined
therein): (i) a bank; (ii) a broker, dealer, municipal
securities broker, municipal securities dealer,
government securities broker or government securities
dealer; (iii) a credit union; (iv) a national securities
exchange, registered securities association or clearing
agency; or (v) a savings association that is a
participant in a Securities Transfer Association
recognized program (each of the foregoing being referred
to as an "Eligible Institution"), hereby guarantees to
deliver to the Exchange Agent, at one of its addresses
set forth above, either the Old Capital Securities
tendered hereby in proper form for transfer, or
confirmation of the book-entry transfer of such Old
Capital Securities to the Exchange Agent's account at
The Depository Trust Company ("DTC"), pursuant to the
procedures for book-entry transfer set forth in the
Prospectus, in either case together with one or more
properly completed and duly executed Letter(s) of
Transmittal (or facsimile thereof) and any other
required documents within five business days after the
date of execution of this Notice of Guaranteed Delivery.
The undersigned acknowledges that it must deliver
the Letter(s) of Transmittal (or facsimile thereof) and
the Old Capital Securities tendered hereby to the
Exchange Agent within
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the time period set forth above and that failure to do
so could result in a financial loss to the undersigned.
Name of Firm: ______________________________
Authorized
Signature: ______________________________
Print name
and title: ______________________________
Address: ______________________________
(Zip code)
Area code and telephone number: ________________
Date: _____________, 1997
NOTE: DO NOT SEND CERTIFICATES FOR OLD CAPITAL
SECURITIES WITH THIS NOTICE OF GUARANTEED DELIVERY.
ACTUAL SURRENDER OF OLD CAPITAL SECURITIES MUST BE
MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY
COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND
ANY OTHER REQUIRED DOCUMENTS.
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