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EXHIBIT 4.4

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CAPITAL SECURITIES GUARANTEE AGREEMENT

National Commerce Capital Trust I

Dated as of March 27, 1997

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CROSS-REFERENCE TABLE*
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Section of Trust Indenture Section of Capital Securities
Act of 1939, as amended Guarantee Agreement

310(a) . . . . . . . . . . . . . . . . . . . . . . . . . 4.1(a)
310(b) . . . . . . . . . . . . . . . . . . . . . . . . . 4.1(c)
310(c) . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
311(a) . . . . . . . . . . . . . . . . . . . . . . . . . 2.2(a)
311(b) . . . . . . . . . . . . . . . . . . . . . . . . . 2.2(b)
311(c) . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . 2.2(a)
312(b) . . . . . . . . . . . . . . . . . . . . . . . . . 2.2(b)
312(c) . . . . . . . . . . . . . . . . . . . . . . . . . 2.2(c)
313 . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3
314(a) . . . . . . . . . . . . . . . . . . . . . . . . . 2.4
314(b) . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
314(c) . . . . . . . . . . . . . . . . . . . . . . . . . 2.5
314(d) . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
314(e) . . . . . . . . . . . . . . . . . . . . . . . . . 2.5
314(f) . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
315(a) . . . . . . . . . . . . . . . . . . . . . . . . . 3.1(b)
315(b) . . . . . . . . . . . . . . . . . . . . . . . . . 2.7
315(c) . . . . . . . . . . . . . . . . . . . . . . . . . 3.1(c)
315(d) . . . . . . . . . . . . . . . . . . . . . . . . . 3.1(d)
316(a) . . . . . . . . . . . . . . . . . . . . . . . . . 5.4(a), 2.6
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . 2.1(c)

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* This Cross-Reference Table does not constitute part of this Guarantee
Agreement and shall not affect the interpretation of any of its terms or
provisions.

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TABLE OF CONTENTS

Page

CROSS-REFERENCE TABLE* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i

ARTICLE I
DEFINITIONS AND INTERPRETATION

SECTION 1.1 Definitions and Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II
TRUST INDENTURE ACT

SECTION 2.1 Trust Indenture Act; Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 2.2 Lists of Holders of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.3 Reports by the Guarantee Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.4 Periodic Reports to Guarantee Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.5 Evidence of Compliance with Conditions Precedent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.6 Events of Default; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.7 Events of Default; Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.8 Conflicting Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE III
POWERS, DUTIES AND RIGHTS OF
GUARANTEE TRUSTEE

SECTION 3.1 Powers and Duties of the Guarantee Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 3.2 Certain Rights of Guarantee Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 3.3 Not Responsible for Recitals or Issuance of Capital Securities Guarantee . . . . . . . . . . . . . . . . . . . . . 10

ARTICLE IV
GUARANTEE TRUSTEE

SECTION 4.1 Guarantee Trustee; Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 4.2 Appointment, Removal and Resignation of Guarantee Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE V
GUARANTEE

SECTION 5.1 Capital Securities Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

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Page

SECTION 5.2 Waiver of Notice and Demand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 5.3 Obligations Not Affected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 5.4 Rights of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 5.5 Guarantee of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 5.6 Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 5.7 Independent Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE VI
LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1 Limitation of Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 6.2 Ranking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE VII
TERMINATION

SECTION 7.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE VIII
INDEMNIFICATION

SECTION 8.1 Exculpation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 8.2 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 8.3 Compensation; Reimbursement of Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE IX
MISCELLANEOUS

SECTION 9.1 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 9.2 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 9.3 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 9.4 Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 9.5 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 9.6 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

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GUARANTEE AGREEMENT

This GUARANTEE AGREEMENT (the "Capital Securities Guarantee"),
dated as of ________, 1997, is executed and delivered by National Commerce
Bancorporation, a Tennessee corporation (the "Guarantor"), and The Bank of New
York, a New York banking corporation, as trustee (the "Guarantee Trustee"), for
the benefit of the Holders (as defined herein) from time to time of the Capital
Securities (as defined herein) of National Commerce Capital Trust I, a Delaware
statutory business trust (the "Issuer").

WHEREAS, pursuant to an Amended and Restated Declaration of
Trust (the "Declaration") dated as of March 27 1997 among the trustees named
therein of the Issuer, the administrators named therein of the Issuer, National
Commerce Bancorporation, as sponsor, and the holders from time to time of
undivided beneficial interests in the assets of the Issuer, the Issuer issued
on March 27, 1997 securities, having an aggregate liquidation amount of up to
$50,000,000, designated the Floating Rate Capital Trust Pass-through
Securities(SM) (the "Old Capital Securities");

WHEREAS, the Old Capital Securities were guaranteed by the
Guarantor to the extent and on the terms and conditions set forth in the
Guarantee Agreement dated as of March 27, 1997 (the "Old Guarantee") from the
Guarantor to the Guarantee Trustee for the benefit of the Holders of the Old
Capital Securities;

WHEREAS, the Guarantor has also executed and delivered a
guarantee agreement dated as of March 27, 1997 (the "Common Securities
Guarantee") in substantially identical terms to this Capital Securities
Guarantee for the benefit of the holders of the Common Securities (as defined
in the Declaration), except that if a Declaration Event of Default (as defined
herein) has occurred and is continuing, the rights of holders of the Common
Securities to receive payments under the Common Securities Guarantee are
subordinated to the rights of the Holders of the Capital Securities to receive
Guarantee Payments under this Capital Securities Guarantee.

WHEREAS, pursuant to the Registration Rights Agreement (as
defined in the Declaration), the Trust has offered to exchange up to
$50,000,000 aggregated liquidation amount of Floating Rate Capital Trust
Pass-through Securities(SM) (the "New Capital Securities" and, together with
the Old Capital Securities, the "Capital Securities"), which have been
registered under the Securities Act of 1933, as amended (the "Securities Act")
for a like liquidation amount of its outstanding Old Capital Securities (the
"Exchange Offer");

WHEREAS, pursuant to the Exchange Offer, the Guarantor and the
Guarantee Trustee wish to exchange the Old Guarantee for this Capital
Securities Guarantee, which is substantially the same as the Old Guarantee,
except that it has been registered under the Securities Act and qualified under
the Trust Indenture Act and which is for the benefit of the Holders of New
Capital Securities and Old Capital Securities not exchanged for New Capital
Securities; and

WHEREAS, as incentive for the Holders to certain the Capital
Securities (which the Guarantor agrees will benefit it), the Guarantor desires
irrevocably and unconditionally to agree, to the extent set forth in this
Capital Securities Guarantee, to pay to the Holders of the Capital Securities
the Guarantee Payments (as defined herein) and to make certain other payments
on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises,
the Guarantor executes and delivers this Capital Securities Guarantee for the
benefit of the Holders.

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ARTICLE I
DEFINITIONS AND INTERPRETATION

SECTION 1.1 Definitions and Interpretation

In this Capital Securities Guarantee, unless the context
otherwise requires:

(a) capitalized terms used in this Capital Securities
Guarantee but not defined in the preamble above have the respective
meanings assigned to them in this Section 1.1;

(b) a term defined anywhere in this Capital Securities
Guarantee has the same meaning throughout;

(c) all references to "the Capital Securities Guarantee" or
"this Capital Securities Guarantee" are to this Capital Securities
Guarantee, as modified, supplemented or amended from time to time;

(d) all references in this Capital Securities Guarantee to
Articles and Sections are to Articles and Sections of this Capital
Securities Guarantee, unless otherwise specified;

(e) terms defined in the Declaration as at the date of
execution of this Capital Securities Guarantee or in the Trust
Indenture Act, as the case may be, have the same meanings when used in
this Capital Securities Guarantee, unless otherwise defined in this
Capital Securities Guarantee or unless the context otherwise requires;
and

(f) a reference to the singular includes the plural and vice
versa.

"Corporate Trust Office" means the office of the Guarantee
Trustee at which the corporate trust business of the Guarantee Trustee shall,
at any particular time, be principally administered, which office at the date
of execution of this Guarantee Agreement is located at 101 Barclay Street,
Floor 21 West, New York, New York 10286.

"Covered Person" means any Holder of Capital Securities.

"Debentures" means the junior subordinated debentures of
National Commerce Bancorporation designated the Floating Rate Junior
Subordinated Deferrable Interest Debentures due 2027, held by the Institutional
Trustee (as defined in the Declaration) of the Issuer.

"Declaration Event of Default" means an "Event of Default" as
defined in the Declaration.

"Event of Default" has the meaning set forth in Section 2.6.

"Guarantee Payments" means the following payments or
distributions, without

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duplication, with respect to the Capital Securities, to the extent not paid or
made by the Issuer: (i) any accrued and unpaid Distributions (as defined in the
Declaration) which are required to be paid on such Capital Securities to the
extent the Issuer shall have funds available therefor, (ii) the redemption
price, including all accrued and unpaid Distributions to the date of redemption
(the "Redemption Price") to the extent the Issuer shall have funds available
therefor, with respect to any Capital Securities called for redemption by the
Issuer, and (iii) upon a voluntary or involuntary liquidation, dissolution,
winding-up or termination of the Issuer (other than in connection with the
distribution of Debentures to the Holders of the Capital Securities in exchange
therefor as provided in the Declaration), the lesser of (a) the aggregate of
the liquidation amount and all accrued and unpaid Distributions on the Capital
Securities to the date of payment, to the extent the Issuer shall have funds
available therefor, and (b) the amount of assets of the Issuer remaining
available for distribution to Holders in liquidation of the Issuer (in either
case, the "Liquidation Distribution").

"Guarantees" means the Common Securities Guarantee and this
Capital Securities Guarantee, collectively.

"Guarantee Trustee" means The Bank of New York, a New York
banking corporation, until a Successor Guarantee Trustee has been appointed and
has accepted such appointment pursuant to the terms of this Capital Securities
Guarantee and thereafter means each such Successor Guarantee Trustee.

"Holder" shall mean any holder, as registered on the books and
records of the Issuer, of any Capital Securities; provided, however, that, in
determining whether the holders of the requisite percentage of Capital
Securities have given any request, notice, consent or waiver hereunder,
"Holder" shall not include the Guarantor, the Guarantee Trustee or any
Affiliate of the Guarantor or the Guarantee Trustee.

"Indemnified Person" means the Guarantee Trustee, any
Affiliate of the Guarantee Trustee, or any officers, directors, shareholders,
members, partners, employees, representatives, nominees, custodians or agents
of the Guarantee Trustee.

"Indenture" means the Indenture dated as of March 27, 1997,
between the Guarantor and The Bank of New York, not in its individual capacity
but solely as trustee, and any indenture supplemental thereto pursuant to which
the Debentures are to be issued to the Institutional Trustee of the Issuer.

"Liquidation Distribution" has the meaning set forth in the
definition of "Guarantee Payments" herein.

"Majority in liquidation amount of the Capital Securities"
means Holder(s) of outstanding Capital Securities, voting together as a class,
but separately from the holders of Common Securities, of more than 50% of the
aggregate liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accrued and unpaid Distributions to
the date upon which the voting percentages are determined) of all Capital
Securities then outstanding.

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"Officer's Certificate" means, with respect to any Person, a
certificate signed by an Authorized Officer of such Person. Any Officer's
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Capital Securities Guarantee shall include:

(a) a statement by each officer signing the Officer's
Certificate that such officer has read the covenant or condition and
the definitions relating thereto;

(b) a brief statement of the nature and scope of the
examination or investigation undertaken by such officer in rendering
the Officer's Certificate;

(c) a statement that each such officer has made such
examination or investigation as, in such officer's opinion, is
necessary to enable such officer to express an informed opinion as to
whether or not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such
officer, such condition or covenant has been complied with.

"Person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated association,
government or any agency or political subdivision thereof, or any other entity
of whatever nature.

"Redemption Price" has the meaning set forth in the definition
of " Guarantee Payments" herein.

"Responsible Officer" means, with respect to the Guarantee
Trustee, any officer within the Corporate Trust Office of the Guarantee Trustee
including any Vice President, Assistant Vice President, Secretary, Assistant
Secretary or any other officer of the Guarantee Trustee customarily performing
functions similar to those performed by any of the above designated officers
and also, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of that officer's knowledge of
and familiarity with the particular subject.

"Successor Guarantee Trustee" means a successor Guarantee
Trustee possessing the qualifications to act as Guarantee Trustee under Section
4.1.

"Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended.

"Trust Securities" means the Common Securities and the Capital
Securities.

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ARTICLE II
TRUST INDENTURE ACT

SECTION 2.1 Trust Indenture Act; Application

(a) This Capital Securities Guarantee is subject to the
provisions of the Trust Indenture Act that are required to be
part of this Capital Securities Guarantee and shall, to the extent
applicable, be governed by such provisions;

(b) This Capital Securities Guarantee has been qualified under
the Trust Indenture Act; and

(c) If and to the extent that any provision of this Capital
Securities Guarantee limits, qualifies or conflicts with the duties
imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act,
such imposed duties shall control.

SECTION 2.2 Lists of Holders of Securities

(a) The Guarantor shall provide the Guarantee Trustee (i)
within 14 days after each record date for payment of Distributions, a
list, in such form as the Guarantee Trustee may reasonably require, of
the names and addresses of the Holders of the Capital Securities
("List of Holders") as of such record date, provided that the
Guarantor shall not be obligated to provide such List of Holders at
any time the List of Holders does not differ from the most recent List
of Holders given to the Guarantee Trustee by the Guarantor, and (ii)
at any other time within 30 days of receipt by the Guarantor of a
written request for a List of Holders as of a date no more than 14
days before such List of Holders is given to the Guarantee Trustee.
The Guarantee Trustee may destroy any List of Holders previously given
to it on receipt of a new List of Holders.

(b) The Guarantee Trustee shall comply with its obligations
under Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.

SECTION 2.3 Reports by the Guarantee Trustee

Within 60 days after May 15 of each year, the Guarantee
Trustee shall provide to the Holders of the Capital Securities such reports as
are required by Section 313(a) of the Trust Indenture Act, if any, in the form
and in the manner provided by Section 313 of the Trust Indenture Act. The
Guarantee Trustee shall also comply with the requirements of Sections 313(b),
313(c) and 313(d) of the Trust Indenture Act. The Guarantor will notify the
Guarantee Trustee if and when any Capital Securities are listed on any stock
exchange.

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SECTION 2.4 Periodic Reports to Guarantee Trustee

The Guarantor shall provide to the Guarantee Trustee such
documents, reports and information (if any) as are required by Section 314 of
the Trust Indenture Act and the compliance certificate required by Section 314
of the Trust Indenture Act in the form, in the manner and at the times required
by Section 314 of the Trust Indenture Act, provided that such compliance
certificate shall be delivered on or before 120 days after the end of the
fiscal year of the Guarantor.

SECTION 2.5 Evidence of Compliance with Conditions Precedent

The Guarantor shall provide to the Guarantee Trustee such
evidence of compliance with any conditions precedent provided for in this
Capital Securities Guarantee that relate to any of the matters set forth in
Section 314(c) of the Trust Indenture Act. Any certificate or opinion required
to be given by an officer pursuant to Section 314(c)(1) of the Trust Indenture
Act may be given in the form of an Officer's Certificate.

SECTION 2.6 Events of Default; Waiver

(a) An Event of Default under this Capital Securities
Guarantee will occur upon the failure of the Guarantor to perform any of its
payment or other obligations hereunder.

(b) The Holders of a Majority in liquidation amount of
Capital Securities may, voting or consenting as a class, on behalf of the
Holders of all of the Capital Securities, waive any past Event of Default and
its consequences. Upon such waiver, any such Event of Default shall cease to
exist, and shall be deemed to have been cured, for every purpose of this
Capital Securities Guarantee, but no such waiver shall extend to any subsequent
or other default or Event of Default or impair any right consequent thereon.

SECTION 2.7 Events of Default; Notice

(a) The Guarantee Trustee shall, within 90 days after the
occurrence of an Event of Default, transmit by mail, first class
postage prepaid, to the Holders of the Capital Securities, notices of
all Events of Default actually known to a Responsible Officer of the
Guarantee Trustee, unless such defaults have been cured before the
giving of such notice, provided, however, that the Guarantee Trustee
shall be protected in withholding such notice if and so long as a
Responsible Officer of the Guarantee Trustee in good faith determines
that the withholding of such notice is in the interests of the Holders
of the Capital Securities.

(b) The Guarantee Trustee shall not be deemed to have
knowledge of any Event of Default unless the Guarantee Trustee shall
have received written notice from the Guarantor or a Holder of the
Capital Securities (except in the case of a payment default), or a
Responsible Officer of the Guarantee Trustee charged with the
administration of this Capital Securities Guarantee shall have
obtained actual

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knowledge, thereof.

SECTION 2.8 Conflicting Interests

The Indenture, the Debentures issued or to be issued
thereunder, the Declaration, the Trust Securities issued or to be issued
thereunder and the Capital Securities Guarantee and the Common Securities
Guarantee in connection therewith shall be deemed to be specifically described
in this Capital Securities Guarantee for the purposes of clause (i) of the
proviso contained in Section 310(b)(1) of the Trust Indenture Act.

ARTICLE III
POWERS, DUTIES AND RIGHTS OF
GUARANTEE TRUSTEE

SECTION 3.1 Powers and Duties of the Guarantee Trustee

(a) This Capital Securities Guarantee shall be held by the
Guarantee Trustee for the benefit of the Holders of the Capital
Securities, and the Guarantee Trustee shall not transfer this Capital
Securities Guarantee to any Person except a Holder of Capital
Securities exercising his or her rights pursuant to Section 5.4(b) or
to a Successor Guarantee Trustee on acceptance by such Successor
Guarantee Trustee of its appointment to act as Successor Guarantee
Trustee. The right, title and interest of the Guarantee Trustee, as
such, shall automatically vest in any Successor Guarantee Trustee, and
such vesting and cessation of title shall be effective whether or not
conveyancing documents have been executed and delivered pursuant to
the appointment of such Successor Guarantee Trustee.

(b) If an Event of Default actually known to a Responsible
Officer of the Guarantee Trustee has occurred and is continuing, the
Guarantee Trustee shall enforce this Capital Securities Guarantee for
the benefit of the Holders of the Capital Securities.

(c) The Guarantee Trustee, before the occurrence of any Event
of Default and after curing all Events of Default that may have
occurred, shall undertake to perform only such duties as are
specifically set forth in this Capital Securities Guarantee, and no
implied covenants shall be read into this Capital Securities Guarantee
against the Guarantee Trustee. In case an Event of Default has
occurred (that has not been cured or waived pursuant to Section 2.6)
and is actually known to a Responsible Officer of the Guarantee
Trustee, the Guarantee Trustee shall exercise such of the rights and
powers vested in it by this Capital Securities Guarantee, and use the
same degree of care and skill in its exercise thereof, as a prudent
person would exercise or use under the circumstances in the conduct of
his or her own affairs.

(d) No provision of this Capital Securities Guarantee shall
be construed to relieve the Guarantee Trustee from liability for its
own negligent action, its own negligent failure to act, or its own
willful misconduct, except that:

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(i) prior to the occurrence of any Event of Default
and after the curing or waiving of all such Events of Default
that may have occurred:

(A) the duties and obligations of the
Guarantee Trustee shall be determined solely by the
express provisions of this Capital Securities
Guarantee, and the Guarantee Trustee shall not be
liable except for the performance of such duties and
obligations as are specifically set forth in this
Capital Securities Guarantee, and no implied
covenants or obligations shall be read into this
Capital Securities Guarantee against the Guarantee
Trustee; and

(B) in the absence of bad faith on the part
of the Guarantee Trustee, the Guarantee Trustee may
conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished
to the Guarantee Trustee and conforming to the
requirements of this Capital Securities Guarantee;
but in the case of any such certificates or opinions
furnished to the Guarantee Trustee, the Guarantee
Trustee shall be under a duty to examine the same to
determine whether or not they conform to the
requirements of this Capital Securities Guarantee;

(ii) the Guarantee Trustee shall not be liable for
any error of judgment made in good faith by a Responsible
Officer of the Guarantee Trustee, unless it shall be proved
that such Responsible Officer of the Guarantee Trustee or the
Guarantee Trustee was negligent in ascertaining the pertinent
facts upon which such judgment was made;

(iii) the Guarantee Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in
good faith in accordance with the direction of the Holders of
not less than a Majority in liquidation amount of the Capital
Securities relating to the time, method and place of
conducting any proceeding for any remedy available to the
Guarantee Trustee, or exercising any trust or power conferred
upon the Guarantee Trustee under this Capital Securities
Guarantee; and

(iv) no provision of this Capital Securities
Guarantee shall require the Guarantee Trustee to expend or
risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the
exercise of any of its rights or powers, if the Guarantee
Trustee shall have reasonable grounds for believing that the
repayment of such funds is not reasonably assured to it under
the terms of this Capital Securities Guarantee or indemnity,
reasonably satisfactory to the Guarantee Trustee, against such
risk or liability is not reasonably assured to it.

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SECTION 3.2 Certain Rights of Guarantee Trustee

(a) Subject to the provisions of Section 3.1:

(i) The Guarantee Trustee may conclusively rely, and
shall be fully protected in acting or refraining from acting,
upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order,
bond, debenture, note, other evidence of indebtedness or other
paper or document believed by it to be genuine and to have
been signed, sent or presented by the proper party or parties.

(ii) Any direction or act of the Guarantor
contemplated by this Capital Securities Guarantee shall be
sufficiently evidenced by an Officer's Certificate, unless
otherwise prescribed herein.

(iii) Whenever, in the administration of this
Capital Securities Guarantee, the Guarantee Trustee shall deem
it desirable that a matter be proved or established before
taking, suffering or omitting any action hereunder, the
Guarantee Trustee (unless other evidence is herein
specifically prescribed) may, in the absence of bad faith on
its part, request and conclusively rely upon an Officer's
Certificate which, upon receipt of such request, shall be
promptly delivered by the Guarantor.

(iv) The Guarantee Trustee may consult with counsel
of its selection, and the advice or opinion of such counsel
with respect to legal matters shall be full and complete
authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in
accordance with such advice or opinion. Such counsel may be
counsel to the Guarantor or any of its Affiliates and may
include any of its employees. The Guarantee Trustee shall
have the right at any time to seek instructions concerning the
administration of this Capital Securities Guarantee from any
court of competent jurisdiction.

(v) The Guarantee Trustee shall be under no
obligation to exercise any of the rights or powers vested in
it by this Capital Securities Guarantee at the request or
direction of any Holder, unless such Holder shall have
provided to the Guarantee Trustee such security and indemnity,
reasonably satisfactory to the Guarantee Trustee, against the
costs, expenses (including attorneys' fees and expenses and
the expenses of the Guarantee Trustee's agents, nominees or
custodians) and liabilities that might be incurred by it in
complying with such request or direction, including such
reasonable advances as may be requested by the Guarantee
Trustee; provided, however, that nothing contained in this
Section 3.2(a)(vi) shall be taken to relieve the Guarantee
Trustee, upon the occurrence of an Event of Default, of its
obligation to exercise the rights and powers vested in it by
this Capital Securities Guarantee.

(vi) The Guarantee Trustee shall not be bound to
make any

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investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper
or document, but the Guarantee Trustee, in its discretion, may
make such further inquiry or investigation into such facts or
matters as it may see fit.

(vii) The Guarantee Trustee may execute any of the
trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents, nominees, custodians
or attorneys, and the Guarantee Trustee shall not be
responsible for any misconduct or negligence on the part of
any agent or attorney appointed with due care by it hereunder.

(viii) Any action taken by the Guarantee Trustee or
its agents hereunder shall bind the Holders of the Capital
Securities, and the signature of the Guarantee Trustee or its
agents alone shall be sufficient and effective to perform any
such action. No third party shall be required to inquire as
to the authority of the Guarantee Trustee to so act or as to
its compliance with any of the terms and provisions of this
Capital Securities Guarantee, both of which shall be
conclusively evidenced by the Guarantee Trustee's or its
agent's taking such action.

(ix) Whenever in the administration of this Capital
Securities Guarantee the Guarantee Trustee shall deem it
desirable to receive instructions with respect to enforcing
any remedy or right or taking any other action hereunder, the
Guarantee Trustee (i) may request instructions from the
Holders of a Majority in liquidation amount of the Capital
Securities, (ii) may refrain from enforcing such remedy or
right or taking such other action until such instructions are
received, and (iii) shall be protected in conclusively relying
on or acting in accordance with such instructions.

(x) The Guarantee Trustee shall not be liable for
any action taken, suffered, or omitted to be taken by it in
good faith and reasonably believed by it to be authorized or
within the discretion or rights or powers conferred upon it by
this Capital Securities Guarantee.

(b) No provision of this Capital Securities Guarantee shall
be deemed to impose any duty or obligation on the Guarantee Trustee to
perform any act or acts or exercise any right, power, duty or
obligation conferred or imposed on it, in any jurisdiction in which it
shall be illegal or in which the Guarantee Trustee shall be
unqualified or incompetent in accordance with applicable law to
perform any such act or acts or to exercise any such right, power,
duty or obligation. No permissive power or authority available to the
Guarantee Trustee shall be construed to be a duty.

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SECTION 3.3 Not Responsible for Recitals or Issuance of Capital Securities
Guarantee

The recitals contained in this Capital Securities Guarantee
shall be taken as the statements of the Guarantor, and the Guarantee Trustee
does not assume any responsibility for their correctness. The Guarantee
Trustee makes no representation as to the validity or sufficiency of this
Capital Securities Guarantee, except that it has the authority to enter into
this Capital Securities Guarantee and that this Capital Securities Guarantee
has been duly executed and delivered by it and constitutes a legal, valid and
binding obligation of the Guarantee Trustee, enforceable against it in
accordance with its terms.

ARTICLE IV
GUARANTEE TRUSTEE

SECTION 4.1 Guarantee Trustee; Eligibility

(a) There shall at all times be a Guarantee Trustee which
shall:

(i) not be an Affiliate of the Guarantor; and

(ii) be a corporation organized and doing business
under the laws of the United States of America or any State or
Territory thereof or of the District of Columbia, or Person
permitted by the Securities and Exchange Commission to act as
an institutional trustee under the Trust Indenture Act,
authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least 50 million
U.S. dollars ($50,000,000), and subject to supervision or
examination by Federal, State, Territorial or District of
Columbia authority. If such corporation publishes reports of
condition at least annually, pursuant to law or to the
requirements of the supervising or examining authority
referred to above, then, for the purposes of this Section
4.1(a)(ii), the combined capital and surplus of such
corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so
published.

(b) If at any time the Guarantee Trustee shall cease to be
eligible to so act under Section 4.1(a), the Guarantee Trustee shall
immediately resign in the manner and with the effect set out in
Section 4.2(c).

(c) If the Guarantee Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the
Trust Indenture Act, the Guarantee Trustee and Guarantor shall in all
respects comply with the provisions of Section 310(b) of the Trust
Indenture Act.

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SECTION 4.2 Appointment, Removal and Resignation of Guarantee Trustee

(a) The Guarantee Trustee may be removed with cause at any
time by the Holders of at least a Majority in liquidation amount of
the Capital Securities. Subject to Section 4.2(b), the Guarantee
Trustee may resign at any time by giving written notice thereof to the
Holders. A resigning Guarantee Trustee shall appoint a successor by
(i) requesting from at least three Persons meeting the eligibility
requirements of Section 4.1 such Person's expenses and charges to
serve as the Guarantee Trustee and (ii) selecting the Person who
agrees to the lowest expenses and charges.

(b) The Guarantee Trustee shall not be removed in accordance
with Section 4.2(a) until a Successor Guarantee Trustee has been
appointed and has accepted such appointment by written instrument
executed by such Successor Guarantee Trustee and delivered to the
Guarantor.

(c) The Guarantee Trustee appointed to office shall hold
office until a Successor Guarantee Trustee shall have been appointed
or until its removal or resignation. The Guarantee Trustee may resign
from office (without need for prior or subsequent accounting) by an
instrument in writing executed by the Guarantee Trustee and delivered
to the Guarantor, which resignation shall not take effect until a
Successor Guarantee Trustee has been appointed and has accepted such
appointment by an instrument in writing executed by such Successor
Guarantee Trustee and delivered to the Guarantor and the resigning
Guarantee Trustee.

(d) If a resigning Guarantee Trustee shall fail to appoint a
successor, or if the Guarantee Trustee shall be removed or become
incapable of acting as Guarantee Trustee, or if any vacancy shall
occur in the office of the Guarantee Trustee for any cause, the
Holders of not less than 25% in aggregate liquidation amount of the
Capital Securities then outstanding shall promptly appoint a Successor
Guarantee Trustee. If no Successor Guarantee Trustee shall have been
so appointed by the Holders or such appointment shall not have been
accepted by the Successor Guarantee Trustee within 60 days after
delivery of an instrument of removal or resignation, any Holder, on
behalf of himself and all others similarly situated, may petition any
court of competent jurisdiction for the appointment of a Successor
Guarantee Trustee. Such court may thereupon, after prescribing such
notice, if any, as it may deem proper, appoint a Successor Guarantee
Trustee.

(e) No Guarantee Trustee shall be liable for the acts or
omissions to act of any Successor Guarantee Trustee.

(f) Upon termination of this Capital Securities Guarantee or
removal or resignation of the Guarantee Trustee pursuant to this
Section 4.2, the Guarantor shall pay to the Guarantee Trustee all
amounts owing to the Guarantee Trustee under Sections 8.2 and 8.3
accrued to the date of such termination, removal or resignation.

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ARTICLE V
GUARANTEE

SECTION 5.1 Capital Securities Guarantee

The Guarantor irrevocably and unconditionally agrees to pay in
full to the Holders the Guarantee Payments (without duplication of amounts
theretofore paid by or on behalf of the Issuer), as and when due, regardless of
any defense (except a defense of payment by the Issuer), right of set-off or
counterclaim that the Issuer may have or assert. Such Guarantee Payments shall
rank pari passu with any payments made in respect of the Common Securities;
provided, however, if a Declaration Event of Default resulting from an
Indenture Event of Default has occurred and is continuing, the rights of
holders of the Common Securities to receive Guarantee Payments are subordinated
to the rights of Holders of the Capital Securities to receive any payments
under this Capital Securities Guarantee. Such obligations will not be
discharged except by payment of the Guarantee Payments in full. The
Guarantor's obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Guarantor to the Holders or by causing
the Issuer to pay such amounts to the Holders.

SECTION 5.2 Waiver of Notice and Demand

The Guarantor hereby waives notice of acceptance of this
Capital Securities Guarantee and of any liability to which it applies or may
apply, presentment, demand for payment, any right to require a proceeding first
against the Issuer or any other Person before proceeding against the Guarantor,
protest, notice of nonpayment, notice of dishonor, notice of redemption and all
other notices and demands.

SECTION 5.3 Obligations Not Affected

The obligations, covenants, agreements and duties of the
Guarantor under this Capital Securities Guarantee shall in no way be affected
or impaired by reason of the happening from time to time of any of the
following:

(a) the release or waiver, by operation of law or otherwise,
of the performance or observance by the Issuer of any express or
implied agreement, covenant, term or condition relating to the Capital
Securities to be performed or observed by the Issuer;

(b) the extension of time for the payment by the Issuer of
all or any portion of the Distributions, Redemption Price, Liquidation
Distribution or any other sums payable under the terms of the Capital
Securities or the extension of time for the performance of any other
obligation under, arising out of, or in connection with, the Capital
Securities (other than an extension of time for payment of
Distributions, Redemption Price, Liquidation Distribution or other sum
payable that results from the extension of any interest payment period
on the Debentures or any extension of the maturity date of the
Debentures permitted by the Indenture);

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(c) any failure, omission, delay or lack of diligence on the
part of the Holders to enforce, assert or exercise any right,
privilege, power or remedy conferred on the Holders pursuant to the
terms of the Capital Securities, or any action on the part of the
Issuer granting indulgence or extension of any kind;

(d) the voluntary or involuntary liquidation, dissolution,
sale of any collateral, receivership, insolvency, bankruptcy,
assignment for the benefit of creditors, reorganization, arrangement,
composition or readjustment of debt of, or other similar proceedings
affecting, the Issuer or any of the assets of the Issuer;

(e) any invalidity of, or defect or deficiency in, the
Capital Securities;

(f) the settlement or compromise of any obligation guaranteed
hereby or hereby incurred; or

(g) any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a guarantor
(other than payment of the underlying obligation), it being the intent
of this Section 5.3 that the obligations of the Guarantor hereunder
shall be absolute and unconditional under any and all circumstances.

There shall be no obligation of the Holders to give notice to,
or obtain consent of, the Guarantor with respect to the happening of any of the
foregoing.

SECTION 5.4 Rights of Holders

(a) The Holders of a Majority in liquidation amount of the
Capital Securities have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Guarantee
Trustee in respect of this Capital Securities Guarantee or to direct
the exercise of any trust or power conferred upon the Guarantee
Trustee under this Capital Securities Guarantee; provided, however,
that (subject to Section 3.1) the Guarantee Trustee shall have the
right to decline to follow any such direction if the Guarantee Trustee
shall determine that the actions so directed would be unjustly
prejudicial to the Holders not taking part in such direction or if the
Guarantee Trustee being advised by counsel determines that the action
or proceeding so directed may not lawfully be taken or if the
Guarantee Trustee in good faith by its board of directors or trustees,
executive committees or a trust committee of directors or trustees
and/or Responsible Officers shall determine that the action or
proceeding so directed would involve the Guarantee Trustee in personal
liability.

(b) Any Holder of Capital Securities may institute a legal
proceeding directly against the Guarantor to enforce the Guarantee
Trustee's rights under this Capital Securities Guarantee, without
first instituting a legal proceeding against the Issuer, the Guarantee
Trustee or any other Person. The Guarantor waives any right or remedy
to require that any such action be brought first against the Issuer,
the Guarantee Trustee or any other Person before so proceeding
directly against the Guarantor.

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SECTION 5.5 Guarantee of Payment

This Capital Securities Guarantee creates a guarantee of
payment and not of collection.

SECTION 5.6 Subrogation

The Guarantor shall be subrogated to all rights (if any) of
the Holders of Capital Securities against the Issuer in respect of any amounts
paid to such Holders by the Guarantor under this Capital Securities Guarantee;
provided, however, that the Guarantor shall not (except to the extent required
by mandatory provisions of law) be entitled to enforce or exercise any right
that it may acquire by way of subrogation or any indemnity, reimbursement or
other agreement, in all cases as a result of payment under this Capital
Securities Guarantee, if, after giving effect to any such payment, any amounts
are due and unpaid under this Capital Securities Guarantee. If any amount
shall be paid to the Guarantor in violation of the preceding sentence, the
Guarantor agrees to hold such amount in trust for the Holders and to pay over
such amount promptly to the Holders.

SECTION 5.7 Independent Obligations

The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer with respect to the Capital
Securities and that the Guarantor shall be liable as principal and as debtor
hereunder to make Guarantee Payments pursuant to the terms of this Capital
Securities Guarantee, notwithstanding the occurrence of any event referred to
in subsections (a) through (g), inclusive, of Section 5.3 hereof.

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ARTICLE VI
LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 6.1 Limitation of Transactions

So long as any Capital Securities remain outstanding, if (i)
the Guarantor shall be in default with respect to its Guarantee Payments or
other obligations hereunder, (ii) there shall have occurred and be continuing
an Event of Default or a Declaration Event of Default or (iii) the Guarantor
shall have selected an Extension Period as provided in the Declaration and such
period, or any extension thereof, shall be continuing, then (a) the Guarantor
shall not declare or pay any dividend on, make any distributions with respect
to, or redeem, purchase or make a liquidation payment with respect to, any of
the Guarantor's capital stock or rights to acquire such capital stock (other
than (i) purchases or acquisitions of shares of the Guarantor's capital stock
or rights to acquire such capital stock in connection with the satisfaction by
the Guarantor of its obligations under any employee benefit plans, (ii) as a
result of a reclassification of the Guarantor's capital stock or rights to
acquire such capital stock or the exchange or conversion of one class or series
of the Guarantor's capital stock or rights to acquire such capital stock for
another class or series of the Guarantor's capital stock or rights to acquire
any such stock, (iii) the purchase of fractional interests in shares of the
Guarantor's capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged, (iv) dividends
and distributions made on the Guarantor's capital stock or rights to acquire
such capital stock with the Guarantor's capital stock or rights to acquire such
capital stock, or (v) any declaration of a dividend in connection with the
implementation of a shareholder rights plan, or the issuance of stock under any
such plan in the future, or the redemption or repurchase of any such rights
pursuant thereto), or make any guarantee payments (other than payments under
this Capital Securities Guarantee and the Common Securities Guarantee) with
respect to the foregoing and (b) the Guarantor shall not make any payment of
interest, principal or premium, if any, on or repay, repurchase or redeem any
debt securities issued by the Guarantor which rank pari passu with or junior to
the Debentures.

SECTION 6.2 Ranking

This Capital Securities Guarantee will constitute an unsecured
obligation of the Guarantor and will rank subordinate and junior in right of
payment to all present and future Senior Indebtedness (as defined in the
Indenture) of the Guarantor. By their acceptance thereof, each Holder of
Capital Securities agrees to the foregoing provisions of this Capital
Securities Guarantee and the other terms set forth herein. The obligations of
the Guarantor hereunder do not constitute Senior Indebtedness of the Guarantor.

The right of the Guarantor to participate in any distribution
of assets of any of its subsidiaries upon any such subsidiary's liquidation or
reorganization or otherwise is subject to the prior claims of creditors of that
subsidiary, except to the extent the Guarantor may itself be recognized as a
creditor of that subsidiary. Accordingly, the Guarantor's obligations under
this Capital Securities Guarantee will be effectively subordinated to all
existing and future

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liabilities of the Guarantor's subsidiaries, and claimants should look only to
the assets of the Guarantor for payments thereunder. This Capital Securities
Guarantee does not limit the incurrence or issuance of other secured or
unsecured debt of the Guarantor, including Senior Indebtedness of the
Guarantor, under any indenture that the Guarantor may enter into in the future
or otherwise.

If a Declaration Event of Default has occurred and is
continuing, the rights of holders of the Common Securities of the Issuer to
receive payments under the Common Securities Guarantee are subordinated to the
rights of Holders of Capital Securities to receive Guarantee Payments.

The obligations of the Guarantor under this Capital Securities
Guarantee shall rank pari passu with any similar guarantee agreements issued by
the Guarantor on behalf of the holders of preferred securities or capital
securities, in each case ranking pari passu with the Capital Securities, issued
by the Trust and with any other security, guarantee or other obligation that is
expressly stated to rank pari passu with the obligations of the Guarantor under
this Capital Securities Guarantee.

ARTICLE VII
TERMINATION

SECTION 7.1 Termination

This Capital Securities Guarantee shall terminate as to the
Capital Securities (i) upon full payment of the Redemption Price of all Capital
Securities, (ii) upon the distribution of the Debentures to the Holders of all
of the Capital Securities or (iii) upon full payment of the amounts payable in
accordance with the Declaration upon dissolution of the Issuer. This Capital
Securities Guarantee will continue to be effective or will be reinstated, as
the case may be, if at any time any Holder of Capital Securities must restore
payment of any sums paid under the Capital Securities or under this Capital
Securities Guarantee.

ARTICLE VIII
INDEMNIFICATION

SECTION 8.1 Exculpation

(a) No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Guarantor or any Covered
Person for any loss, damage or claim incurred by reason of any act or
omission performed or omitted by such Indemnified Person in good faith
in accordance with this Capital Securities Guarantee and in a manner
that such Indemnified Person reasonably believed to be within the
scope of the authority conferred on such Indemnified Person by this
Capital Securities Guarantee or by law, except that an Indemnified
Person shall be liable for any such loss, damage or claim incurred by
reason of such Indemnified Person's negligence, willful misconduct or
bad faith with respect to such acts or omissions.

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(b) An Indemnified Person shall be fully protected in relying
in good faith upon the records of the Issuer or the Guarantor and upon
such information, opinions, reports or statements presented to the
Issuer or the Guarantor by any Person as to matters the Indemnified
Person reasonably believes are within such other Person's professional
or expert competence and who, if selected by such Indemnified Person,
has been selected with reasonable care by such Indemnified Person,
including information, opinions, reports or statements as to the value
and amount of any assets, liabilities, profits, losses, or any other
facts pertinent to the existence and amount of assets from which
Distributions to Holders of Capital Securities might properly be paid.

SECTION 8.2 Indemnification

The Guarantor agrees to indemnify each Indemnified Person for,
and to hold each Indemnified Person harmless against, any and all loss,
liability, damage, claim or expense incurred without negligence, willful
misconduct or bad faith on the part of the Indemnified Person, arising out of
or in connection with the acceptance or administration of this Capital
Securities Guarantee, including the reasonable costs and expenses (including
reasonable legal fees and expenses) of the Indemnified Person defending itself
against any claim or liability in connection with the exercise or performance
of any of the Indemnified Person's powers or duties hereunder. The obligation
to indemnify as set forth in this Section 8.2 shall survive the resignation or
removal of the Guarantee Trustee and the termination of this Capital Securities
Guarantee. The Guarantee Trustee will not claim or exact any lien or charge on
any Guarantee Payments as a result of any amount due to it under this Capital
Securities Guarantee.

SECTION 8.3 Compensation; Reimbursement of Expenses

The Guarantor agrees:

(a) to pay to the Guarantee Trustee from time to time
reasonable compensation for all services rendered by it hereunder; and

(b) except as otherwise expressly provided herein, to
reimburse the Guarantee Trustee upon request for all reasonable expenses,
disbursements and advances incurred or made by it in accordance with any
provision of this Capital Securities Guarantee (including the reasonable
compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to its
negligence, willful misconduct or bad faith.

The provisions of this Section 8.3 shall survive the
resignation or removal of the Guarantee Trustee and the termination of this
Capital Securities Guarantee.

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ARTICLE IX
MISCELLANEOUS

SECTION 9.1 Successors and Assigns

All guarantees and agreements contained in this Capital
Securities Guarantee shall bind the successors, assigns, receivers, trustees
and representatives of the Guarantor and shall inure to the benefit of the
Holders of the Capital Securities then outstanding. Except in connection with
any merger or consolidation of the Guarantor with or into another entity or any
sale, transfer or lease of the Guarantor's assets to another entity, in each
case, to the extent permitted under the Indenture, the Guarantor may not assign
its rights or delegate its obligations under this Capital Securities Guarantee
without the prior approval of the Holders of at least a Majority in liquidation
amount of the Capital Securities.

SECTION 9.2 Amendments

Except with respect to any changes that do not adversely
affect the rights of Holders of the Capital Securities in any material respect
(in which case no consent of Holders will be required), this Capital Securities
Guarantee may be amended only with the prior approval of the Holders of not
less than a Majority in liquidation amount of the Capital Securities. The
provisions of the Declaration with respect to amendments thereof apply to the
giving of such approval.

SECTION 9.3 Notices

All notices provided for in this Capital Securities Guarantee
shall be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by first class mail, as follows:

(a) If given to the Guarantee Trustee, at the Guarantee
Trustee's mailing address set forth below (or such other address as
the Guarantee Trustee may give notice of to the Holders of the Capital
Securities):

The Bank of New York
101 Barclay Street
Floor 21 West
New York, New York 10286
Attention: Timothy Shea
Telecopy: (212) 815-5915

(b) If given to the Guarantor, at the Guarantor's mailing
address set forth below (or such other address as the Guarantor may
give notice of to the Holders of the Capital Securities and to the
Guarantee Trustee):

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National Commerce Bancorporation
One Commerce Square
Memphis, Tennessee 38150
Attention: Gary Lazarini
Telecopy: (901) 523-3704

All such notices shall be deemed to have been given when
received in person, telecopied with receipt confirmed, or mailed by first class
mail, postage prepaid except that if a notice or other document is refused
delivery or cannot be delivered because of a changed address of which no notice
was given, such notice or other document shall be deemed to have been delivered
on the date of such refusal or inability to deliver.

SECTION 9.4 Benefit

This Capital Securities Guarantee is solely for the benefit of
the Holders of the Capital Securities and, subject to Section 3.1(a), is not
separately transferable from the Capital Securities.

SECTION 9.5 Governing Law

THIS CAPITAL SECURITIES GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

SECTION 9.6 Counterparts

This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

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THIS CAPITAL SECURITIES GUARANTEE is executed as of the day
and year first above written.

NATIONAL COMMERCE BANCORPORATION,
as Guarantor

By:
-------------------------------
Name:
Title:

THE BANK OF NEW YORK,
as Guarantee Trustee

By:
-------------------------------
Name:
Title: