NATIONAL COMMERCE BANCORPORATION, DEF 14A, 2000-03-23

NATIONAL COMMERCE BANCORPORATION
DEF 14A, 2000-03-23
NATIONAL COMMERCIAL BANKS

Previous: UMB FINANCIAL CORP, 8-K, 2000-03-23

Next: VACU DRY CO, 8-K, 2000-03-23

<PAGE>

===============================================================================
--------------------------------
\ OMB APPROVAL \
\------------------------------\
\ OMB Number: 3235-0059 \
\ Expires: January 31, 2002 \
\ Estimated average burden \
\ hours per response....13.12 \
--------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement

[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

NATIONAL COMMERCE BANCORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

-------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

-------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

-------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

-------------------------------------------------------------------------

(5) Total fee paid:

-------------------------------------------------------------------------

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

-------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

-------------------------------------------------------------------------

(3) Filing Party:

-------------------------------------------------------------------------

(4) Date Filed:

-------------------------------------------------------------------------

Notes:

Reg. (S) 240.14a-101.

SEC 1913 (3-99)

<PAGE>

NATIONAL COMMERCE BANCORPORATION
One Commerce Square
Memphis, Tennessee 38150

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 26, 2000

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of National
Commerce Bancorporation will be held in the Auditorium at National Bank of
Commerce, Concourse Level, Commerce Tower, One Commerce Square, Memphis,
Tennessee 38150, on Wednesday, April 26, 2000, at 10:00 a.m., local time, for
the following purposes:

1. To elect the six nominees named in the accompanying Proxy Statement as
directors of the Company;

2. To ratify the appointment of Ernst & Young LLP, independent certified
accountants, as auditors of the Company for 2000;

3. To consider and act upon a proposal to increase by 4,000,000 shares
the total number of shares of the Company's Common Stock for which options
to purchase may be granted pursuant to the Company's 1994 Stock Plan as
Amended and Restated, and

4. To transact any and all other business as may properly come before the
meeting or any adjournment thereof.

Only shareholders of record at the close of business on March 10, 2000, will
be entitled to receive notice of and to vote at the Annual Meeting.

Information relating to the above matters is set forth in the accompanying
Proxy Statement dated March 31, 2000.

By Order of the Board of Directors,

David T. Popwell
Secretary

Memphis, Tennessee
March 31, 2000

WHETHER OR NOT THEY INTEND TO BE PRESENT AT THE ANNUAL MEETING IN PERSON,
SHAREHOLDERS ARE URGED TO COMPLETE AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES.

<PAGE>

NATIONAL COMMERCE BANCORPORATION
One Commerce Square
Memphis, Tennessee 38150

---------------------
PROXY STATEMENT

---------------------

ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 26, 2000

---------------------

GENERAL

Purposes of Solicitation

The Annual Meeting of the Shareholders of National Commerce Bancorporation
(the "Company" or "NCBC") will be held on April 26, 2000, for the purposes set
forth in the attached Notice of Annual Meeting of Shareholders and in this
Proxy Statement. The accompanying Proxy is solicited on behalf of the Board of
Directors of the Company in connection with such meeting and any adjournments
thereof. The term "NBC" as used in this Proxy Statement refers to National
Bank of Commerce, Memphis, Tennessee, the Company's principal banking
subsidiary. This Proxy Statement and the enclosed Proxy are being first mailed
to the Company's shareholders on or about March 31, 2000.

Outstanding Voting Securities and Persons Entitled to Vote

Only shareholders of record as of the close of business on March 10, 2000,
will be entitled to receive notice of and to vote at the Annual Meeting. As of
that date, the Company had outstanding 108,195,436 shares of Common Stock,
each share being entitled to one vote. Appraisal rights for dissenting
shareholders are not applicable to the matters being proposed.

Voting Procedures

Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the election inspectors appointed for the meeting and will determine whether
or not a quorum is present. The election inspectors will treat abstentions as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum but as unvoted for purposes of determining the approval
of any matter submitted to the shareholders for a vote. If a broker indicates
that it does not have discretionary authority to vote certain shares, those
shares will not be considered as present and entitled to vote with respect to
that matter. A majority of the Common Stock outstanding on the record date
must be present to constitute a quorum.

ELECTION OF DIRECTORS

The Company's Charter provides for a Board consisting of not less than three
and not more than twenty-five directors. The Company's Charter divides the
Board into three classes as nearly equal in number as possible, with each
class serving a three-year term and one class elected at each Annual Meeting
of Shareholders. The Board of Directors has set at sixteen the number of
directors constituting the full Board for the ensuing year.

1
<PAGE>

At the Annual Meeting of Shareholders, six directors are to be elected as
Class II directors for terms that expire at the Annual Meeting of Shareholders
to be held in 2003. All of the nominees are members of the present Board and
were elected at the Annual Meeting of Shareholders in 1997, except for
William R. Reed, Jr. who was elected by the Board of Directors in June 1997.

The remaining ten directors presently on the Board will continue as members
of the Board until their respective terms expire as indicated in the table
below. In addition, the Board could, by a majority vote of the entire Board,
increase the number of directors to up to twenty-five and fill the vacancies
resulting from such increase for the remainder of the term of the classes in
which each new directorship is created. Although the Board from time to time
considers qualified candidates to become directors, the Board has made no
decision to increase the number of directors.

The Board of Directors has no reason to believe that any of the nominees for
director will not be available to stand for election as director. However,
should any of such nominees become unable to serve, the proxies may be voted
for a substitute nominee or nominees or to allow the vacancy created thereby
to remain open until filled by the Board.

The presence of a quorum at the Annual Meeting, either in person or by
written proxy, and a favorable vote of a plurality of the votes cast at the
meeting are necessary to elect a nominee as director.

The Board of Directors recommends the shareholders vote for the election of
the directors nominated by the Board of Directors.

MANAGEMENT OF THE COMPANY

Directors

The following table sets forth the names of the six nominees for election to
the Board as members of Class II, as well as those incumbent directors who are
members of Classes I and III. The table also contains, as to each nominee and
present director, his age, a brief description of his principal occupation and
business experience during the last five years, a description of any position
or office held by him with the Company or NBC, directorships of certain
publicly held companies (other than the Company) presently held by him, the
year in which he was first elected or appointed a director of the Company, the
number of shares and percentage of the Company's outstanding Common Stock
beneficially owned by him as of February 1, 2000, and certain other
information. The information in the table has been furnished by the respective
individuals. Except as indicated in the notes to the following table, the
persons indicated possess sole voting and investment power with respect to all
shares set forth opposite their names.

2
<PAGE>

<TABLE>
<CAPTION>
Shares of
Common Percent of
Stock Class
Principal Beneficially Beneficially
Occupation Year First Owned As Owned As
for Past Five Years Elected of Feb. 1, of Feb. 1,
Name Age and Directorships Director 2000(1) 2000(1)
---- --- ------------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Class II: Nominees to serve until Annual Meeting of Shareholders in 2003:
John D. Canale, III# 54 President and CEO of 1989 5,143,520(2)(3) 4.6
D. Canale & Co;
Secretary-Treasurer of
D. Canale Beverages,
Inc.; President of
D. Canale Food Services,
Inc. (wholesale food
distributor) until
September 1999.
R. Lee Jenkins 70 Private investor 1990 36,000(4) --
W. Neely Mallory, Jr. 66 President of Mallory 1974 422,412(5) .4
Group, Inc. (3rd party
logistics); Mallory
Partners; President,
Mallory Group
Incorporated.
James E. McGehee, Jr.* 70 Chairman, McGehee Realty 1976 3,540,533(6) 3.2
and Development Company.
William R. Reed, Jr. 53 Vice Chairman of the 1997 701,249(7) .6
Company since June 1997,
Executive Vice President
of the Company from
August 1995 until June
1997, Director of NBC,
Chairman of the Board of
NBC since July 1998,
Chairman of the Board
and Chief Executive
Officer of NBC Bank, FSB
(Knoxville), Chairman of
the Board and Chief
Executive Officer of NBC
Bank, FSB (Roanoke)
G. Mark Thompson# 64 President, Nashville 1997 1,700 --
Marketing Area of The
Kroger Company until his
retirement August 1999
Class III: Incumbents to serve until Annual Meeting of Shareholders in 2001:
R. Grattan Brown, Jr.# 64 Member of the law firm 1978 139,728(8) .1
of Glankler Brown, PLLC
Bruce E. Campbell, Jr.* 69 Chairman of the 1976 503,902(9) .5
Executive Committee;
Director of RFS Hotel
Investors, Inc. and The
Mallory Group.
Thomas M. Garrott*+ 62 Chairman of the Board, 1977 1,742,461(10) 1.6
President and Chief
Executive Officer of the
Company, Chief Executive
Officer and Chairman of
the Board of NBC until
July 1998.
Harry J. Phillips, Sr.*+ 70 Chairman of the 1977 1,484,485(11) 1.3
Executive Committee of
Browning-Ferris
Industries, Inc. (waste
disposal service) until
July 1999. Director of
RFS Hotel Investors,
Inc. and Buckeye
Technologies, Inc.
Director of Buckman
Laboratories
International, Inc.
until April 1999.
Director of Morgan
Keegan since April 1997.
</TABLE>

3
<PAGE>

James H. Daughdrill, 66 President, Rhodes 1999 100 --
Jr.# College until his
retirement June 1999.
Thomas C. Farnsworth, 62 Real Estate and 1977 900,447 .8
Jr.+* Investments.
Lewis E. Holland*+ 57 Vice Chairman of the 1997 296,280(13) .3
Company since January
1997, Executive Vice
President from August
1995 to June 1997,
President of NBC from
January, 1998 until July
1998, Treasurer and
Chief Financial Officer
of the Company and Vice
Chairman and Director of
NBC since July 1994
J. Bradbury Reed 59 Member of law firm of 1998 8,286 --
Bass, Berry and Sims,
PLC
Phillip H. McNeill, 61 Chairman and Chief 1999 78,662(14) .1
Sr.+# Executive Officer of
Equity Inns, Inc.
</TABLE>

4
<PAGE>

- ----------
* Member of the Executive Committee of the Board of Directors
# Member of the Audit Committee of the Board of Directors
+ Member of the Salary and Benefits Committee of the Board of Directors.
Messrs. Garrott and Holland are ex-officio members of the Committee.
(1) Under the rules of the Securities and Exchange Commission, a person is
deemed to be a "beneficial owner" of a security if that person has or
shares "voting power," which includes the power to vote or direct the
voting of such security, or "investment power," which includes the power
to dispose or direct the disposition of such security. A person is also
deemed to be a beneficial owner of any securities of which that person
has the right to acquire beneficial ownership within 60 days. Under these
rules, more than one person may be deemed to be a beneficial owner of the
same securities and a person may be deemed to be a beneficial owner of
securities as to which he has no beneficial interest. For purposes of
calculating the percent of Common Stock beneficially owned, all shares
that are subject to options that are exercisable within 60 days are
deemed to be presently outstanding.
(2) Does not include shares owned by Peggy W. Canale or Christopher W.
Canale, either individually or as trustee, who are the mother and
brother, respectively, of John D. Canale, III.
(3) Includes 325,500 shares owned by the estate of his father, John D.
Canale. As an executor of the estate, Mr. Canale shares investment and
voting power. Also includes 4,661,312 shares held by D. Canale & Co. as
to which Mr. Canale has a 50% voting interest. Also includes 400 shares
held by Mr. Canale as custodian for his nephew as to which he disclaims
any beneficial interest.
(4) Includes 6,000 shares owned by Mr. Jenkins's wife, as to which
Mr. Jenkins disclaims any beneficial interest.
(5) Includes 4,000 shares owned by Mr. Mallory's wife, as to which
Mr. Mallory disclaims any beneficial interest.
(6) Includes 3,035,955 shares held by certain family entities, foundations or
members over which Mr. McGehee retains voting control but as to which
Mr. McGehee disclaims any beneficial interest. Mr. McGehee has no
investment power with regard to 1,499,337 of those shares.
(7) Includes 60,017 shares attributable to Mr. Reed pursuant to the Company's
Employee Stock Ownership Plan With 401K Provisions ("ESOP/401K") and
225,000 shares that he has the right to purchase upon the exercise of
stock options. Includes 256,600 shares held by Mr. Reed's wife as to
which Mr. Reed disclaims any beneficial interest.
(8) Includes 15,476 shares held by Mr. Brown's wife as to which he disclaims
any beneficial interest.
(9) Includes 77,420 shares held by his wife, sons, and daughter-in-law as to
which he disclaims any beneficial interest, and 246,204 shares held
jointly by Mr. Campbell and his wife.
(10) Includes 141,000 shares that Mr. Garrott has the right to purchase upon
the exercise of stock options, 86,243 shares attributable to Mr. Garrott
in the Company's ESOP/401K as to which Mr. Garrott has the power to
direct voting. Also includes 99,893 shares held in trust for the benefit
of his children and 95,248 shares held by Mr. Garrott's wife, as to which
Mr. Garrott disclaims any beneficial interest.
(11) Includes 204,283 shares owned by Mr. Phillips's wife, as to which
Mr. Phillips disclaims any beneficial interest and 1,081,200 shares owned
by a general partnership in which he shares voting and investment power.
(12) Includes 8,340 shares held by Mr. Barton and his wife as custodians for
their son, as to which Mr. Barton disclaims any beneficial interest.
(13) Includes 2,758 shares attributable to Mr. Holland pursuant to the
ESOP/401K and 173,000 shares that he has the right to purchase upon the
exercise of stock options.
(14) Includes 740 shares owned by Mr. McNeill's wife, as to which he disclaims
any beneficial interest.

5
<PAGE>

Compensation of Directors

During 1999 the Company's directors were paid a fee of $2,000 per Board
meeting attended and, except for directors who are officers of the Company or
its subsidiaries, $150 per committee meeting attended ($250 for the committee
chairman). Except for directors who are officers of the Company or its
subsidiaries, the directors of the Company receive an annual retainer of
$4,000 from the Company, payable semi-annually. Pursuant to the provisions of
the Company's 1994 Stock Plan, the outside directors of the Company who
attended six of six of the Board's meetings during the year received 100
shares of NCBC stock as additional compensation for their attendance.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors and greater than 10% shareholders ("Reporting
Persons") to file initial reports of ownership and reports of changes in
ownership with the Securities and Exchange Commission. Executive officers and
directors are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file. Based solely on a review of the copies
of such forms furnished to the Company and written representations from such
Reporting Persons with respect to the period from January 1, 1999 through
December 31, 1999, the Company is not aware of any Section 16(a) reports that
were required to be filed by a Reporting Person and were not filed on a timely
basis.

6
<PAGE>

Management Stock Ownership

The following table sets forth the number of shares of Common Stock and the
percentage of shares of Common Stock outstanding beneficially owned by the
Company's Chief Executive Officer, the four other most highly compensated
executive officers of the Company and its subsidiaries and all directors and
executive officers as a group, as of February 1, 2000.

<TABLE>
<CAPTION>
Number of Shares of
Common Stock Beneficially Percent of
Owned as of February 1, 2000 Class
---------------------------- ----------
<S> <C> <C>
Thomas M. Garrott...................... 1,742,461(1) 1.6%
William R. Reed, Jr.................... 701,249(2) *
Lewis E. Holland....................... 296,280(3) *
Gary L. Lazarini....................... 504,869(4) *
Mackie H. Gober........................ 543,497(5) *
All directors and executive officers as
a group
(20 persons).......................... 16,813,385(6)(7) 15.1
</TABLE>
- --------
* Less than 1% of the Company's outstanding shares of Common Stock.
(1) See Note 10 under the caption "MANAGEMENT OF THE COMPANY--Directors"
above.
(2) See Note 7 under the caption "MANAGEMENT OF THE COMPANY--Directors" above.
(3) See Note 13 under the caption "MANAGEMENT OF THE COMPANY--Directors"
above.
(4) Includes 99,507 shares attributable to Mr. Lazarini pursuant to the
Company's ESOP/401K, 176,200 shares that he has the right to purchase upon
the exercise of stock options. Includes 132,584 shares held by Mr.
Lazarini's wife as to which Mr. Lazarini disclaims any beneficial
interest.
(5) Includes 61,329 shares attributable to Mr. Gober pursuant to the Company's
ESOP/401K and 154,000 shares that he has the right to purchase upon the
exercise of stock options.
(6) Includes an aggregate of 971,200 shares of Common Stock purchasable upon
the exercise of stock options by the Chief Executive Officer, the four
other most highly compensated executive officers and all directors and
executive officers as a group. Also includes an aggregate of 375,947
shares under the Company's ESOP/401K.
(7) Does not include Common Stock beneficially owned by Directors Emeritus,
NBC Directors, other officers of the Company or its Management Committee
who are not listed above (approximately 7%).

7
<PAGE>

Board Committees and Attendance

The Company's Board of Directors has three principal standing committees--
the Executive Committee, the Audit Committee, and the Salary and Benefits
Committee. The Executive Committee, composed of Messrs. Campbell (Chairman),
Garrott, Holland, McGehee, and Phillips, has, and may exercise, all the
authority of the full Board between Board meetings with respect to matters
other than the amendment of the Charter or By-laws of the Company, the
adoption of a plan of merger or consolidation, or the disposition of
substantially all of the assets or dissolution of the Company.

The membership and principal functions of the Audit Committee are described
under the caption "ACCOUNTING MATTERS" below.

The membership and principal functions of the Salary and Benefits Committee
are described under the caption "REPORT OF THE SALARY AND BENEFITS COMMITTEE"
below.

During 1999, the Board of Directors held six meetings. The Executive
Committee met four times and the Audit Committee met six times during 1999.
The Salary and Benefits Committee held five meetings during 1999.

Because of conflicting schedules, in 1999 Messrs. Jenkins, Mallory, and
Phillips, attended fewer than 75% of the Company's Board meetings and meetings
of committees of the Board on which they served.

8
<PAGE>

COMPENSATION OF MANAGEMENT AND OTHER INFORMATION

Summary Compensation Table

The following table sets forth certain summary information for the years
indicated with respect to the compensation awarded to, earned by, or paid to
the Company's Chief Executive Officer and each of the four other most highly
compensated executive officers of the Company and its subsidiaries
(hereinafter referred to as the "named executive officers").
<TABLE>
<CAPTION>
Annual Long-term
compensation compensation
------------------------- -----------------------
Awards
-----------------------
Other Securities
annual underlying
compensa- Restricted options All other
Salary Bonus tion stock granted compensa-
Name and principal position Year ($)(1) ($) (2) awards ($) (#)(4) tion ($)
--------------------------- ---- ------- ------- --------- ---------- ---------- ---------
<C> <S> <C> <C> <C> <C> <C> <C> <C>
Thomas M. Garrott...... Chairman of the Board, 1999 559,000 535,000 171,182 532,500(3) 65,000 2,385,487(5)
President, Chief Executive 1998 536,000 510,000 0 0 80,000 0
Officer and Director of the 1997 509,000 485,000 0 0 160,000 0
Company; Director of NBC
William R. Reed, Jr. .. Vice Chairman of the 1999 293,000 184,280 14,588 0 25,000 36,638(5)
Company, Chairman and 1998 278,000 184,500 0 0 40,000 0
Director of NBC, Chairman 1997 226,660 157,500 0 0 60,000 0
of the Board and Chief
Executive Officer of NBC
Bank, FSB (Knoxville), and
NBC Bank, FSB (Roanoke)
Lewis E. Holland ...... Vice Chairman, Treasurer, 1999 295,000 170,730 930 0 25,000 41,881(5)
and Chief Financial Officer 1998 291,000 197,250 0 0 40,000 0
of the Company, Vice 1997 257,692 187,500 0 0 100,000 0
Chairman and Director of NBC
Gary L. Lazarini....... Chairman of NBC Capital 1999 205,000 61,500 2,952 0 15,000 49,265(5)
Markets Group, Inc. and 1998 195,000 87,750 0 0 15,000 0
Executive Vice President of 1997 185,000 90,650 0 0 20,000 0
NBC
Mackie H. Gober........ Executive Vice President of 1999 192,000 81,000 0 0 10,000 40,522(5)
the Company 1998 184,000 57,800 0 0 0 0
1997 177,000 57,750 0 0 20,000 0
</TABLE>
- ---------
(1) The Company also provides certain perquisites and other personal benefits
to the named executive officers which do not exceed either $50,000 or 10%
of each named executive officer's total annual salary and bonus. Includes
directors' fees of an aggregate of $24,000 paid to Mr. Garrott, $22,000
paid to Mr. Reed, $24,000 paid to Mr. Holland and $12,000 paid to Mr.
Gober for 1999; an aggregate of $26,000 paid to Mr. Garrott, $32,000 paid
to Mr. Reed $28,000 paid to Mr. Holland and $14,000 paid to Mr. Gober for
1998; and an aggregate of $24,000 paid to Mr. Garrott, $22,000 paid to
Mr. Reed, $20,000 paid to Mr. Holland and $12,000 paid to Mr. Gober for
1997.
(2) Other annual compensation includes interest on deferred compensation.
(3) During 1999, Mr. Garrott received 30,000 shares of restricted stock.
Dollar amount shown equals number of shares multiplied by stock price on
grant date. Dividends are paid on shares of restricted stock at the same
rate as on unrestricted shares.
(4) Options adjusted for 2-for-1 stock split effective July 1, 1998.
(5) Includes split dollar life insurance premiums. During 1999, Mr. Garrott
received a lump sum payment in the amount of $2,296,998 in accordance with
an amended employment agreement which extends the date upon which he may
elect to be employed on part-time status.

9
<PAGE>

Stock Option Plans

During 1994, the shareholders approved the Company's 1994 Stock Plan (the
"1994 Plan"), which reserved 6,200,000 shares of Company's Common Stock for
use under the 1994 Plan. Unoptioned shares under previous plans were
transferred to reserved shares for the 1994 Plan. In 1997, the shareholders
approved an additional 2,000,000 shares for the reserve.

Options are granted at the then prevailing market price. Options become
exercisable in equal parts at the end of the year of grant over the succeeding
five to ten years under the Plan. The Plans are restricted to eligible
officers and key employees. Amounts set forth in the following tables reflect
the effect of all stock dividends and splits declared through 1999.

Option Grants In Last Fiscal Year

The following table sets forth certain information with respect to the grant
of stock options under the Company's Stock Plans to the named executive
officers for the year ended December 31, 1999.

<TABLE>
<CAPTION>
Individual Grants(1)
- -----------------------------------------------------------
Potential
realizable value
Percent of at assumed
Total annual rates
Number of options of stock price
Securities granted to Exercise appreciation
Underlying employees or for option term
Options in Base Price Expiration -------------------
Name granted (#) Fiscal Year ($/SH) date 5% 10%
---- ----------- ----------- ---------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Thomas M.
Garrott..... 65,000 6.2% $17.750 1-14-09 $562,799 $1,385,423
William R.
Reed, Jr. .. 25,000 2.4 17.750 1-14-09 216,461 532,855
Lewis E.
Holland .... 25,000 2.4 17.750 1-14-09 216,461 532,855
Gary L.
Lazarini.... 15,000 1.4 17.750 1-14-09 129,877 319,713
Mackie H.
Gober....... 10,000 1.0 17.750 1-14-09 86,585 213,142
</TABLE>
- --------
(1) Options become exercisable in equal parts over the five years succeeding
the date of grant.

10
<PAGE>

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR
Values

The following table sets forth certain information with respect to options
exercised during 1999 and the value of unexercised options and SARs held by
the named executive officers of the Company and its subsidiaries at December
31, 1999.

<TABLE>
<CAPTION>
1999 Exercises
----------------------
Number of
Securities Value of
Underlying unexercised
Shares unexercised in-the-money
acquired on Value options/SARs options/SARs
exercise realized at FY-End (#) at FY-end($)(2)
Name (#) ($)(1) exercisable/unexercisable exercisable/unexercisable
---- ----------- ---------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Thomas M. Garrott....... 168,000 $2,961,480 141,000/204,000 $1,898,428/$2,103,750
William R. Reed, Jr. ... -- -- 225,000/ 80,000 2,765,220/ 186,000
Lewis E. Holland........ 220,000 $3,965,282 173,000/104,000 1,438,372/ 310,000
Gary L. Lazarini........ -- -- 176,200/ 33,000 2,857,618/ 297,313
Mackie H. Gober......... -- -- 154,000/ 28,000 2,456,727/ 333,500
</TABLE>
- ----------
(1) Market value of underlying securities at exercise minus the exercise
price.
(2) Market price at year end less exercise price.

Pension Plan Table

The Company maintains a non-contributory, defined benefit retirement plan,
which covers all eligible employees of the Company. The following table
describes estimated retirement benefits payable under the retirement plan to
employees in the specified period-of-service and compensation classifications,
assuming retirement at age 65 on February 1, 2000. Retirement benefits are not
subject to social security deductions or offsets.

<TABLE>
<CAPTION>
Credited Service
Final --------------------------------------------------------------------
Pay 5 Years 15 Years 20 Years 25 Years 30 Years 35 Years
- -------- ------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
$125,000 $11,205 $33,614 $44,817 $56,022 $67,225 $ 78,431
150,000 13,630 40,888 54,517 68,146 81,775 95,404
175,000 15,570* 46,708* 62,276* 77,846* 93,414* 108,984*
200,000 15,570* 46,708* 62,276* 77,846* 93,414* 108,984*
225,000 15,570* 46,708* 62,276* 77,846* 93,414* 108,984*
250,000 15,570* 46,708* 62,276* 77,846* 93,414* 108,984*
300,000 15,570* 46,708* 62,276* 77,846* 93,414* 108,984*
400,000 15,570* 46,708* 62,276* 77,846* 93,414* 108,984*
450,000 15,570* 46,708* 62,276* 77,846* 93,414* 108,984*
500,000 15,570* 46,708* 62,276* 77,846* 93,414* 108,984*
</TABLE>
- ----------
* Represents the maximum legal permissible benefit under the retirement plan
for individuals retiring in 2000.

The retirement plan contains a five-year vesting requirement, effective
January 1, 1989, and provides remuneration upon retirement at age 65 based
generally upon average compensation for the five calendar years preceding
retirement and years of service, with additional preretirement disability and
death benefits. Benefits are calculated on the normal retirement option
available to participants,

11
<PAGE>

which is ten years certain and life. Compensation covered by the retirement
plan includes base salaries, overtime pay, commissions and bonuses. Covered
compensation for commissioned employees is limited to $100,000. In 1999,
covered compensation for Messrs. Garrott, Reed, Holland, Lazarini and Gober
was $1,135,000, $489,280, $475,730, $311,500 and $271,000, respectively. At
December 31, 1999, Messrs. Garrott, Reed, Holland, Lazarini and Gober had 17,
30, 6, 40 and 28 years of credited service, respectively, under the retirement
plan.

The Board of Directors has also adopted a restoration pension plan that
would restore any portion of the pension payable to any participant in the
retirement plan which cannot be paid from such retirement plan due to the
maximum benefit limitations imposed by Section 415 and by the maximum
compensation limitations imposed by Section 401(a)(17) of the Internal Revenue
Code. If Messrs. Garrott, Reed, Holland, Lazarini and Gober work for NBC until
age 65 at their 1999 rate of compensation, the restoration pension plan will
provide additional annual benefits of $592,514, $230,629, $129,047, $120,694
and $63,823, respectively.

Employment Agreements

NBC entered into an employment agreement with Mr. Thomas M. Garrott dated as
of September 1, 1993, and by assignment, entered into as of December 17, 1999,
Mr. Garrott's Employment Agreement was assigned by NBC to NCBC. NBC entered
into employment agreements with Mr. William R. Reed, Jr. dated as of January
1, 1992, Mr. Gary L. Lazarini and Mr. Mackie H. Gober dated as of September 1,
1993 and Mr. Lewis E. Holland dated as of July 1, 1994. The aforementioned
agreements are herein individually referred to as an "Agreement" and
collectively as the "Agreements". Except as noted below, each Agreement
contains substantially the same terms and provisions. The Agreements supersede
and terminate any other agreements previously existing concerning employment
or compensation for such officers, except for the Deferred Compensation
Agreement for Mr. Garrott described below, which remains in effect.

Mr. Garrott will be employed by NCBC in his current position for a
continuously renewing term of five years until he reaches age 65, at which
time the term automatically becomes a continuously renewing term of one year
until notice of termination is given by either party. Mr. Garrott is employed
at a guaranteed annual base salary of $600,000 (which may be increased at the
discretion of NCBC). Mr. Reed will be employed by NBC in his current position
for a continuously renewing term of three years until he reaches age 65 at a
guaranteed annually base salary of $305,000 (which may be increased at the
discretion of NBC). Mr. Lazarini will be employed by NBC in his current
position for a continuously renewing term of three years until he reached age
65 at a guaranteed annual base salary of $250,000 (which may be increased at
the discretion of NBC). Mr. Holland will be employed by NBC in his current
position for a continuously renewing term of five years until he reaches age
65 at a guaranteed annual base salary of $305,000 (which may be increased at
the discretion of NBC). Mr. Gober will be employed by NCBC in his current
position for a continuously renewing term of three years until he reaches age
65 at a guaranteed annual base salary of $190,000 (which may be increased at
the discretion of NBC).

Each Agreement may be terminated by the respective employer for cause (as
defined in the Agreements). In addition, the Agreements of Messrs. Garrott,
Reed, Lazarini and Gober may be terminated without cause upon the giving of
five years' notice for Mr. Garrott and upon the giving of three years' notice
to Messrs. Reed, Lazarini and Gober during which time the officer would be

12
<PAGE>

converted to part-time status as described below. The Agreement of Mr. Holland
may be terminated without cause upon giving of written notice to Mr. Holland
and Mr. Holland would immediately be placed on part-time status, as described
below, until age sixty-five (65). Further, under the Agreements of Messrs.
Garrott, Reed, Lazarini, Holland and Gober, in the event that (i) NBC breaches
the terms of the respective Agreements in any material respect, (ii) the
respective officer is not reelected or reappointed to his current position
(without cause), or (iii) under Mr. Garrott's Agreement, the officer's duties,
responsibilities, powers, authority and functions are increased, changed or
diminished (without cause and without the officer's consent), or under Mr.
Reed's, Mr. Lazarini's, Mr. Holland's and Mr. Gober's Agreement, their duties,
powers and authority are diminished (without cause and without the officer's
consent), the respective officers are entitled to convert to part-time status
for the terms permitted in their respective Agreements.

If Messrs. Garrott, Reed, Lazarini, Holland or Gober are converted to part-
time status, the officer would be entitled to a guaranteed annual base salary
equal to seventy-five percent (75%) of the officer's average annual total
direct compensation (as defined in the Agreements) for a period of up to five
years for Mr. Garrott and three years for Mr. Reed, Mr. Lazarini and Mr.
Gober. If Mr. Holland converts to part-time status, the officer would be
entitled to a guaranteed minimum annual base salary (a) from the date the
officer goes on part-time status for a period of 5 years or (b) from the date
he goes on part-time status until he attains age 65, whichever is shorter, in
an amount equal to 75% of the officer's average of annual total direct
compensation (as defined in the Agreement) provided that the guaranteed
minimum annual base salary shall not be less than 75% of $300,000. Each
Agreement also provides that the officer may elect to terminate the Agreement
at any time upon 90 days' notice (with or without cause) and upon such
termination receive his salary as provided in the Agreement during the 90-day
notice period and a lump-sum payment equal to three month's pay upon the
expiration of such 90-day period. Under Mr. Garrott's Agreement, on or after
May 3, 2001, and while employed on active status, Mr. Garrott is entitled to
convert to part-time status until age 65.

The Agreements provide that in the event of a "change of control" (as
defined below) involving NBC or the Company, Mr. Garrott and Mr. Holland, if
on full-time or part-time status, and Mr. Reed, Mr. Lazarini and Mr. Gober if
on a full-time status or during the first twelve months of part-time status,
may elect to receive severance pay in an amount equal to three times the
officer's average annual compensation for the most recent five-year period
preceding the change in control minus one dollar. In addition to the foregoing
severance payment, Mr. Garrott, Mr. Holland, Mr. Reed, Mr. Lazarini and
Mr. Gober, within five business days after delivery of a Notice of Exercise
(as defined in the Agreements) are entitled to receive (1) a bonus payment
based on the highest annual bonus paid or payable during the three years
immediately prior to the date of the Notice of Exercise prorated based on the
number of days in the current fiscal year through the date of Notice of
Exercise and (2) an additional payment equal to the amount which the officer
would receive under the restoration pension plan if his employment had
continued for three years after the Notice of Exercise and assuming that the
officer's compensation in each of the three years is the officer's highest
base salary during the three year period immediately preceding the date of the
Notice of Exercise. Further, for three years after the date of Notice of
Exercise, or such longer period as may be provided by the terms of the
appropriate plan, program, practice or policy, the Company shall continue to
provide welfare benefits for three years after the date of the Notice of
Exercise. Payment of such amounts terminates the officer's right to receive
the guaranteed annual base salary pursuant to the Agreement; however, such
amounts would be in addition to amounts otherwise payable to the officer under
the Agreement (including reimbursement of expenses and attorney's fees) and
other current or future oral or written agreements or plans.

13
<PAGE>

The Agreements further provide that NBC or NCBC, as the case may be, will
indemnify the officer for adverse tax consequences arising out of the
assertion that any payments under the Agreements are subject to any special
excise or similar purpose tax directed at change of control payments. The
value received from accelerated vesting of stock options as a result of a
change in control may also be deemed to be change in control programs. If
aggregate change of control payments equal or exceed three times the officer's
average annual compensation for the most recent five-year period preceding the
change in control, such an excise tax could be asserted. In such case, the
payments also will not be deductible by the Company for federal income tax
purposes. A change in control is deemed to occur if, with or without the
approval of the Board of Directors of NCBC or NBC, (i) more than 25% of the
voting stock of NBC or NBC's parent (a company owning 25% of the voting stock
of NBC) is acquired by any person other than a person that includes the
officer, or (ii) as the result of a tender offer, merger, consolidation, sale
of assets, contested election, or any combination of such transactions, the
persons who were directors of NBC or NBC's parent immediately before the
transaction shall cease to constitute a majority of the Board of Directors of
NBC, NBC's parent, or any successor to either.

The Agreements also include provisions that prohibit Messrs. Garrott, Reed,
Holland, Lazarini and Gober during the terms of their respective Agreements
and for two years thereafter from engaging in commercial banking activity in
Shelby County, Tennessee (or in any other county in which NBC or its
affiliates engage in banking activity representing a specified minimum amount
of income of NBC or its affiliates), unless the officer's employment is
terminated for cause (as defined in the Agreement). In addition, Mr. Garrott
is prohibited from engaging in any business related to banking in supermarkets
or other retail stores for the same period. The Agreements provide for
benefits to Messrs. Garrott, Reed, Holland, Lazarini and Gober (or their
designated beneficiaries) in the event of disability or death. Mr. Garrott's
Agreements also provide certain medical and dental insurance benefits for the
employee and his spouse.
On December 1, 1983, NBC and Mr. Garrott entered into a Deferred
Compensation Agreement which entitled Mr. Garrott to receive monthly
retirement benefits equal to the excess, if any, of the monthly retirement
benefits that would have been payable to Mr. Garrott under the Company's
Retirement Plan if Mr. Garrott had been employed by the Company since January
1, 1964, over the monthly retirement benefits actually payable to Mr. Garrott
under his previous employer's pension plan.

14
<PAGE>

REPORT OF THE SALARY AND BENEFITS COMMITTEE

The Salary and Benefits Committee (the "Committee") of the Board of
Directors of the Company reviews the Company's executive compensation policies
and programs and submits recommendations to the Board of Directors. The
members of the Committee are Messrs. Phillips (Chairman), Farnsworth and
McNeill, all of whom are non-employee directors. Messrs. Garrott and Holland,
who are employee directors, are ex-officio members of the Committee.

During 1999, the Committee re-engaged the services of Towers Perrin, a
nationally recognized compensation consulting firm, to update the findings and
recommendations of their previous 1994 executive compensation study. The study
compares the compensation practices of NCBC to other financial institutions
based on asset size, earnings performance, market capitalization and survey
data (the "Peer Group"). The Committee believes that the Peer Group is an
appropriate peer group for compensation comparison purposes as it indicates
how comparably sized financial institutions were compensating executives with
similar responsibilities as those of the Company's executive officers.

Compensation awarded to executive officers is designed to assure that the
Company continues to attract, motivate and retain executives of superior
abilities. The Company's general goal for compensating its executive officers
is to provide competitive compensation in the median to upper range of that
received by executive officers with similar duties and responsibilities at
financial institutions in the Peer Group, although the Company's financial
performance exceeds the 90th percentile.

The compensation of the Company's top executive officers, including the
Chief Executive Officer, is specifically linked to the overall financial
performance of the Company. Annual incentive bonuses are awarded to executive
officers on the basis of group, division, individual and overall corporate
performance. The Company must achieve both a Return on Equity of 20% and
Earnings per Share growth of 16% over the prior year for its Executive
Officers to receive any bonus payments. Maximum bonus payments are made if
both 20% Earnings per Share growth and Return on Equity are achieved. The
Company's compensation program rewards key officers for the enhancement of
shareholder value by providing key officers with appropriate ownership
interests in the Company through awards of stock options. In reviewing the
performance of the Company's key officers other than Mr. Garrott, the
Committee takes Mr. Garrott's recommendations into account.

Base Salary

Each executive officer's base salary is based primarily upon the competitive
market for the executive officer's services. However, Messrs. Garrott,
Holland, Reed, Lazarini and Gober are guaranteed minimum base salaries in
accordance with the terms and conditions of their respective employment
agreements. See "COMPENSATION OF MANAGEMENT AND OTHER INFORMATION--Employment
Agreements."

Annual Incentive Plan

The Company's annual incentive plan is designed to give executive officers
and other key employees additional incentive to maximize the Company's long-
term return for its shareholders. The cash awards under the Company's annual
incentive plan to its executive officers are determined by a

15
<PAGE>

two-step process that considers both the performance of the Company as a whole
during the year and the individual performance of each executive officer.

Annual incentive awards for certain executive officers in 1999 were awarded
pursuant to an annual incentive plan approved by the Committee and ratified by
the Board of Directors. In 1999, the annual incentive plan allowed
participants to earn a bonus based upon (1) the Company's 1999 earnings
growth, defined as the Company's consolidated net income per share from
operations comparing 1999 to 1998, (2) achievement of a minimum return on
equity, and if applicable, (3) individual performance standards. Each
component was considered separately. The individual performance criteria of
Messrs. Holland, Reed, Lazarini and Gober included a targeted increase in the
net income of certain subsidiaries of the Company and the achievement of
specific results for the Company and its subsidiaries. Under this plan,
amounts awarded to the top five members of executive management were between
30% and 100% of base salary.

Stock Option Plans

The Committee considers stock options under the 1994 Plan for key employees,
including key executive officers of the Company and its subsidiaries. Stock
options are designed to align the interests of the Company's officers with
those of its shareholders. Stock options are granted by the Committee to those
key employees whose responsibilities place them in a position to make
contributions to the overall financial success of the Company. These options
are granted with an exercise price equal to the market price of the Common
Stock on the day of grant and vest ratably over a period of five years. Since
the full benefits of these options cannot be realized unless the Company's
stock price appreciates over time, the creation of shareholder value is
facilitated. More than 450 key employees of the Company and its subsidiaries
have been granted stock options. This represents approximately 23% of the
total full-time employees of the Company and its subsidiaries.

In 1999, the Committee approved grants of non-qualified stock options to
executive officers based upon the performance contributions of the particular
executive officer in light of the same individual performance factors utilized
in determining incentive awards, as described above, and the recommendations
of an independent executive compensation consulting firm. The consultants
considered comparable levels of responsibilities at peer banks based on asset
size, market capitalization and overall financial performance.

Chief Executive Officer's 1999 Compensation

The base salary of Mr. Garrott was increased during 1999 to $535,000. The
Committee specifically considered (i) Mr. Garrott's individual performance as
Chairman, President and Chief Executive Officer, (ii) the Company's strong
financial performance and (iii) the compensation paid to the chief executive
officers of banking institutions of comparative size. The factors were
considered subjectively, and none were given any specific weight. While the
Company exceeded the 90th percentile of industry performance, Mr. Garrott's
compensation approximated that of the 50th percentile of the Peer Group.

Based on the Company's attaining over 20% growth in consolidated net income
and over 20% return on equity Mr. Garrott earned a bonus equal to 100% of his
base salary (i.e. $535,000 bonus award) in accordance with the terms of the
Company's 1999 Incentive Compensation Plan. Mr. Garrott was also

16
<PAGE>

awarded an option grant of 65,000 shares of common stock and 30,000 shares of
restricted stock. The Committee considered the Company's overall performance,
Mr. Garrott's contribution to the Company's success and the number of options
previously granted to Mr. Garrott.

Harry J. Phillips, Sr.
Thomas C. Farnsworth, Jr.
Phillip H. McNeill, Sr.

The Compensation Committee report of Executive Compensation shall not be
deemed incorporated by reference by any general statement incorporating by
reference this Proxy Statement into any filing under the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act"), except to the extent
the Company specifically incorporates this information by reference and shall
not otherwise be deemed filed under such Act.

17
<PAGE>

FIVE-YEAR STOCK PERFORMANCE GRAPH

The line graph below reflects the cumulative five-year shareholder return
(assuming reinvestment of dividends) on the Company's Common Stock compared to
such return of the S&P 500 Stock Index and the KBW 50 Bank Stock Index
compiled by Keefe Bruyette & Woods, Inc., an investment banking firm (the "KBW
50 Bank Stock Index"). The graph reflects investment of $100 on December 31,
1994 in the Company's Common Stock, the S&P 500 Index and the KBW 50 Bank
Stock Index.

COMPARATIVE FIVE-YEAR TOTAL RETURNS
NCBC, S&P 500, KBW 50 BANK STOCK INDEX
(PERFORMANCE RESULTS THROUGH 12/31/99)

[GRAPH APPEARS HERE]

1994 1995 1996 1997 1998 1999
------- ------- ------- ------- ------- -------
NCBC $100.00 $118.66 $177.19 $332.44 $360.60 $442.15
SP 500 $100.00 $137.51 $169.47 $226.04 $290.63 $351.78
KBW 50 $100.00 $160.20 $226.68 $331.41 $358.88 $346.43

18
<PAGE>

CERTAIN TRANSACTIONS WITH DIRECTORS AND MANAGEMENT

Some of the officers and directors of the Company, including some of the
nominees described above, and certain of their associates and immediate family
members (including spouses, parents, children, siblings, mothers- and fathers-
in-law, sons- and daughters-in-law, and brothers- and sisters-in-law) are
customers of the Company's subsidiaries. As customers, they have had
transactions with the Company's subsidiaries in the ordinary course of
business, including borrowings. As of December 31, 1999, the Company's
subsidiary banks had an aggregate of approximately $54,780,000 (9.82% of
NCBC's equity and 1.37% of NCBC's net loans) in loans outstanding to such
persons. This aggregate amount was comprised of loans to officers, directors
and nominees in the amount of $2,522,000 and loans to immediate family members
and corporations or other organizations that are associates of such persons in
the amount of approximately $52,258,000. An aggregate of approximately
$52,971,000 of this total represented loans outstanding to three directors and
their associates. All of the foregoing loans were made on substantially the
same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with other persons, and, in the opinion
of the Company, do not involve more than normal risk of collectibility or
present any other unfavorable features.

Many of the officers, directors and nominees of the Company and their
associates and immediate family members maintain deposit relationships with
the Company's subsidiaries in various types of accounts, including
certificates of deposit. Interest rates paid on deposits of officers,
directors and nominees and their associates and immediate family members are
substantially similar to rates paid for comparable deposits of parties who are
not affiliated with the Company.

In December, 1987, NBC issued $1,025,000 in term notes to the Mallory
Partners, a Tennessee general partnership of which W. Neely Mallory, Jr., a
director of the Company, and two trusts for the benefit of his sons are
general partners. The term notes were issued on substantially the same terms,
including interest rates, as those prevailing for comparable transactions with
other persons.

R. Grattan Brown, Jr., a director of the Company, is a partner in the law
firm of Glankler Brown, PLLC. That firm from time to time represents NBC and
certain other subsidiaries.

J. Bradbury Reed, a director of the Company, is a partner in the law firm of
Bass, Berry and Sims PLC. That firm from time to time represents NBC and
certain other subsidiaries.

During 1993, Bruce E. Campbell, Jr., the former Chief Executive Officer of
the Company exercised his right under his employment agreement to convert to
part-time status until age 65. Upon reaching age 65 on March 7, 1996, Mr.
Campbell retired and has been retained by the Company as a consultant.
Pursuant to his consulting agreement, Mr. Campbell was paid a consulting fee
of $50,000 during 1999. During 1999, he received additional compensation
consisting of director's fees of $13,900.

Compensation Committee Interlocks and Insider Participation

Messrs. Farnsworth, McNeill and Phillips, all of whom are non-employee
directors, serve as members of the Company's Salary and Benefits Committee.
Some of the officers and directors of the Company, including Messrs.
Farnsworth, Phillips and McNeill, and certain of their associates and
immediate family members (including spouses, parents, children, siblings,
mothers- and fathers-in-law, sons- and daughters-in-law, and brothers- and
sisters-in-law) are customers of the Company's subsidiaries. As customers,
they have had transactions with the Company's subsidiaries in the ordinary
course of business, including borrowings. These loans were made on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons,
and, in the opinion of the Company, do not involve more than normal risk of
collectibility or present any other unfavorable features.

19
<PAGE>

PRINCIPAL SHAREHOLDERS

The following table sets forth certain information concerning each person
known to the Board of Directors of the Company to be a "beneficial owner," as
such term is defined by the rules of the Securities and Exchange Commission,
of more than 5% of the outstanding shares of Common Stock of the Company as of
February 1, 2000.
<TABLE>
<CAPTION>
Amount Beneficially
Owned as of
Name and Address February 1, 2000 Percent of Class(1)
---------------- ------------------- -------------------
<S> <C> <C>
National Bank of Commerce.............. 9,576,736(2) 8.59%
One Commerce Square
Memphis, Tennessee 38150
Putnam Investments..................... 5,643,861 5.06
One Post Office Square
Boston, MA 02109
</TABLE>
- ----------
(1) For purposes of calculating the percent of Common Stock beneficially
owned, all shares that are subject to options that are exercisable within
60 days are deemed to be presently outstanding.
(2) NBC has sole voting power with respect to 4,509,233 shares; shares voting
power with respect to 483,450 shares; and has no voting power with respect
to 4,584,053 shares. NBC has sole investment power with respect to
3,230,868 shares; shares investment power with respect to 5,351,946
shares; and has no investment power with respect to 993,922 shares. NBC
has no beneficial interest in any of such shares. NBC intends to vote all
of the 4,509,233 shares that it has discretion to vote in favor of each
matter set forth in the attached Notice of Annual Meeting of Shareholders
and in this Proxy Statement. As a general rule, where NBC shares voting
power under these arrangements, it allows the person with whom that power
is shared to vote such shares. The shares shown are held by NBC in various
fiduciary or agency capacities and do not include 4,128,484 shares (3.7%)
owned by the Company's ESOP/401K.

20
<PAGE>

APPROVAL OF AMENDMENT OF 1994 STOCK PLAN

At its meeting on January 19, 2000, the Salary and Benefits Committee (the
"Committee") recommended to the Board of Directors, subject to shareholder
approval, the amendment of the National Commerce Bancorporation 1994 Stock
Plan as Amended and Restated (the "Plan"), to increase by 4,000,000 the number
of shares of the Company's Common Stock for which options may be granted. If
the stockholders approve the amendment to the Plan, a total of 12,200,000
shares of the Company's Common Stock may be granted pursuant to the Plan. The
Committee has previously granted options to purchase 9,114,788 shares pursuant
to the Plan. There are 180,960 Shares presently available for issuance under
the Plan. As of March 10, 2000, there were 5,409,461 unexercised options. The
Board recommends that the shareholders of the Company approve the Plan. The
affirmative vote of the majority of the Shares of the Company's Common Stock
issued and outstanding present in person or represented by proxies at the 2000
annual meeting, is required for approval of the Plan.

Plan Description. The Plan was approved by the Company's shareholders at the
1997 Annual Meeting of the shareholders. The Company's shareholders approved
the amendment and restatement of the Plan at the 1997 Annual Meeting of
shareholders. The purpose of the Plan is to promote the interests of the
Company and its subsidiaries by encouraging key employees to continue their
association with the Company and its subsidiaries and by providing such
employees with additional incentives to increase the value of the Company's
Common Stock (the "Stock"). The Plan provides for the Committee to grant
incentive stock options ("ISOs") within the meaning of (S) 422 of the Internal
Revenue Code of 1986, as amended (the "Code") or nonqualified stock options
("NQOs"), options which do not satisfy the requirements of (S) 422. The
Committee also may award grants of Restricted Stock which become effective
upon the satisfaction of one or more objective employment or other grant
conditions. Additionally, the Plan provides that the Company will distribute
shares of Stock to directors who satisfy certain meeting attendance
requirements. The Plan provides that 4,000,000 shares of Stock be reserved for
use under the plan in addition to the shares which remain available from the
4,200,000 shares originally reserved under the Plan and 4,000,000 reserved in
1997. Any shares subject to an Option which remain unissued after the
cancellation, expiration or exchange of such Option and any Restricted Stock
which is forfeited shall become available for use again under the Plan. The
terms of any grant to a key employee shall be determined under the Plan and
the related Option Agreement or Restricted Stock Agreement.

The following discussion summarizes the principal features of the Plan. This
discussion does not purport to be complete and is qualified in its entirety by
reference to the Plan.

Administration. The Plan is administered in the absolute discretion of the
Committee, which shall be composed of at least three members who each shall in
the Company's judgment be a "non-employee director", under Rule 16b-3 of the
Securities Exchange Act of 1934 (the "Exchange Act") and an "outside director"
under (S) 162(m) of the Code.

Participants. Any employee of the Company or any subsidiary or affiliate of
the Company designated by the Committee may participate in the Plan; provided
the Committee, acting in its absolute discretion, determines such employee to
be key, directly or indirectly, to the success of the Company. The Company
estimates that approximately 450 employees of the Company, its subsidiaries
and affiliates presently are eligible to participate in the Plan.

The Committee may grant Options or Restricted Stock under the Plan to such
key employees as the Committee may determine, not to exceed 60,000 options for
shares for each key employee for each

21
<PAGE>

calender year, except for the Company's Chief Executive Officer, to whom
options for 100,000 shares may be granted each calender year. However, the
60,000 share cap and the 100,000 share cap may be exceeded in the discretion
of the Committee in connection with recruiting a new employee. Each grant of
an Option shall be evidenced by an Option Agreement stating whether the Option
is an ISO or an NQO and such terms and conditions as the Committee deems
consistent with the terms of the Plan. No Option shall be treated as an ISO to
the extent that the aggregate fair market value of Stock which first becomes
exercisable by an individual in any calendar year exceeds $100,000 and any
such Option shall be treated as an NQO to the extent of such excess. Each
grant of Restricted Stock shall be evidenced by a Restricted Stock Agreement
setting forth any conditions under which the grant will be effective and the
conditions under which the key employee's interest will become nonforfeitable.

Under the Plan, the Committee has established a program under which grants
of Options are conditioned on the purchase of Stock by the key employee and on
the key employee holding such Stock for a specified period. All Stock
purchases made by a key employee under such program shall be made in the open
market and the Committee shall grant any related Option at an Option Price
equal to the purchase price paid by the key employee for the Stock bought on
the open market. This program is known as the "Share NCBC Program".

Option Price. The Option Price of an Option granted under the Plan will be
no less than the fair market value of the Stock on the date the Option is
granted; provided, however, if the Option is an ISO granted to a key employee
who is a Ten Percent Shareholder, the Option Price shall be no less than 110%
of the fair market value of a share of Stock on the date of grant. The Option
Agreement may, at the discretion of the Committee, provide for payment of the
Option Price in cash, by check or in Stock which the key employee has held for
at least 90 days, or a combination of cash, check and such Stock.

Surrender of Options. The Committee in an Option Agreement can grant a key
employee the right to surrender an Option on any date that (1) the fair market
value of the Stock subject to the Option exceeds the Option Price, and (2) the
Option is otherwise exercisable. In exchange for the surrendered shares, the
key employee shall receive a payment (in cash or Stock, or a Combination of
cash and Stock) equal to the excess of the fair market value of such shares
over the Option Price for such shares on the date of surrender.

Exercise Period. Each Option granted under the Plan will be exercisable in
whole or in part as set forth in the Option Agreement under which such Option
is granted, but no Option will be exercisable during the six months after the
date such Option is granted, and each Option will expire after the earlier of
(1) the date such option is exercised in full, (2) the date which is the fifth
anniversary of the date the Option is granted, if the Option is an ISO granted
to a key employee who is a Ten Percent Shareholder, or (3) the date which is
the tenth anniversary of the date such option is granted if the Option is an
NQO or an ISO granted to a key employee who is not a Ten Percent Shareholder.
An Option Agreement may provide for the exercise of an Option after the
employment of the key employee has terminated.

Restricted Stock. Restricted Stock grants become effective as of the date
set by the Committee or upon the timely satisfaction of all conditions to the
grant. If a Restricted Stock grant fails to become effective, in whole or in
part, the underlying shares of Stock are treated as forfeited. The holder of
Restricted Stock is entitled to receive any cash dividends and to vote the
Stock underlying such grant. A share of Stock ceases to be Restricted Stock
when the key employee's interest becomes nonforfeitable under the terms of the
Plan and the related Restricted Stock Agreement. The Committee may authorize a
cash bonus to a key employee to pay any tax liability attributed to the
Restricted Stock grant becoming nonforfeitable or to the payment of the cash
bonus itself.

22
<PAGE>

Stock for Meeting Attendance. The Plan provides that each Bank Director of
the Company and each Bank Director of certain subsidiaries and affiliates
shall receive for each calendar year beginning with 1997, 100 shares of Stock
if he or she attends all of the regularly scheduled meetings of each Board of
Directors on which he or she serves. Each Director shall be required to agree
upon request to hold such shares for at least 6 months and, further, for
investment only.

Securities Registration. The Company agrees to take all action it deems
necessary to register the original issuance of Stock issued pursuant to the
Plan under any applicable securities laws. The Company has no obligation,
however, to take any action in connection with the transfer, resale or other
disposition of such Stock by a key employee.

Non-transferability. No option which is an ISO and no related surrender
right shall be transferable by a key employee other than by will or by the
laws of descent and distribution, and any such option and any such surrender
right shall be exercisable during the lifetime of a key employee only by such
key employee. However, an option which is an NQO and any related surrender
right and any restricted stock grant may be transferable by a key employee to
the extent provided in the related option or restricted stock agreement
subject to certain terms and conditions set forth in the plan.

Adjustment of Shares. The Plan provides for adjustment by the Committee in
an equitable manner of the number, kind or class of shares of Stock (1)
reserved under the Plan, (2) subject to Options and granted under the Plan,
and (3) underlying Restricted Stock grants, to reflect changes in the
capitalization of the Company and in the event of certain transactions which
provide for the substitution or assumption of such Options or Restricted Stock
grants.

Sale, Merger or Change in Control. If the Company agrees to sell all or
substantially all of its assets or agrees to any merger or consolidation or
other corporate transaction in which Stock is converted into another security
or into the right to receive securities or property or a tender offer is made
which could lead to a change in control (as defined in the plan) of the
Company, any and all conditions to the exercise of any outstanding option
automatically shall be waived, any and all restrictions on any restricted
stock grant shall lapse, and the Board shall have the right to cancel each
such option and each such restricted stock grant after providing a reasonable
period (which shall not be less than 30 days) to exercise each such option and
to take such other action as is necessary or appropriate to receive the shares
of stock subject to each restricted stock grant. Further, if a key employee at
that time has satisfied the stock purchase requirements for the grant of an
additional option under the "Share NCBC Program", such option shall be granted
as if all other requirements for such grant had been satisfied and such option
shall remain 100% exercisable for a reasonable period (which shall not be less
than 30 days) and thereafter shall be treated the same as any other option
held by a key employee."

Term of the Plan. The Plan shall terminate either (1) on the tenth
anniversary of the Plan's original effective date (i.e., September 9, 2003),
in which case the Plan shall continue in effect until all outstanding grants
have been surrendered, exercised, forfeited, become forfeitable or are no
longer exercisable, or (2) if earlier, on the date on which all of the Common
Stock reserved under the Plan has been issued or is no longer available for
use under the Plan.

Amendment to the Plan. The Plan may be amended by the Board from time to
time to the extent that the Board deems necessary or appropriate; provided,
however, no such amendment shall be made absent the approval of the
shareholders of NCBC required under (S)(S) 162(m) and 422 of the Code. The
Board may also suspend the granting of Options and Restricted Stock under the
Plan at any time and may terminate the Plan at any time. The Board however,
may modify, amend or cancel any Options or Restricted Stock previously granted
only under certain circumstances.

23
<PAGE>

Federal Income Tax Consequences Summary. This is a summary of the federal
income tax consequences of the grant, exercise, or surrender of an Option and
the grant of Restricted Stock under the Plan under present law. This summary
is based on current federal income tax laws, regulations (including certain
proposed regulations), and judicial and administrative interpretations of such
laws. The federal income tax laws and regulations are frequently amended, and
such amendments may or may not be retroactive with respect to transactions
described in this summary. Furthermore, employees participating in the Plan
may be subject to taxes other than federal income taxes, such as state and
local income taxes and estate or inheritance taxes. Accordingly, prior to
surrendering or purchasing shares under the Plan, or selling or otherwise
disposing of such shares, or the lapse of any restrictions on any restricted
stock, each employee should consult his or her own tax adviser for advice
regarding the tax consequences resulting from his or her surrender, purchase,
sale, or other disposition of the shares or the lapse of such restrictions, in
light of his or her individual circumstances.

Grant of Options.

As identified in an option agreement, each Option granted under the Plan is
either an ISO or a NQO. An ISO or a NQO also may include a stock appreciation
right feature. Any employee is not subject to any federal income tax upon the
grant of an Option pursuant to the Plan nor will the grant of an Option result
in an income tax deduction for the Company.

Exercise of Incentive Stock Options.

As a result of the exercise of an ISO and the related transfer of Company
Stock to an employee, the employee normally will not recognize any income for
federal income tax purposes and the Company (or any subsidiary of the Company)
normally will not be entitled to any federal income tax deduction. However,
the excess of the fair market value of shares transferred upon the exercise of
an ISO over the Option Price of such shares (the "spread") generally will
constitute an item of alternative minimum tax adjustment for the year in which
the Option is exercised. Thus, notwithstanding that an employee will not
recognize income for federal income tax purposes upon the exercise of an ISO,
the employee's federal income tax liability may be increased as a result of
such exercise under the alternative minimum tax rules of the Code. The portion
of an employee's minimum tax liability, if any, attributable to the spread may
give rise to a credit against such employee's regular tax liability in later
years.

If the Company Stock transferred pursuant to the exercise of an ISO is
disposed of within two years from the date of the grant of the Option or
within one year from the date of exercise (the "holding periods"), the
employee generally will recognize ordinary income equal to the lesser of
(1) the gain realized (which would be the excess of the amount realized on the
disposition over the option price) or (2) the spread. The balance, if any, of
the employee's gain over the amount treated as ordinary income on a
disposition generally will be long- or short-term capital gain depending upon
whether the holding period applicable to long-term capital assets is
satisfied. Under current law, net capital gain (which would be the excess of
net long-term capital gain over net short-term capital loss) of individuals is
subject to a maximum marginal tax rate of 28%, while ordinary income may be
subject to tax at higher rates. The Company normally will be entitled to a
federal income tax deduction equal to any ordinary income recognized by the
employee.

Following satisfaction of the holding periods, the sale or other taxable
disposition of shares of Company Stock acquired by the exercise of an ISO
generally will result in long-term capital gain or loss treatment with respect
to the difference between the amount realized on the disposition and the ISO

24
<PAGE>

Option Price. The Company will not be entitled to any federal income tax
deduction as a result of a disposition of such shares after the holding
periods.

Exercise of NQO.

As a result of the exercise of a NQO, the employee generally will recognize
ordinary income in an amount equal to the excess, if any, of the fair market
value of the shares transferred to the employee upon exercise over the Option
Price. Such fair market value generally will be determined on the date of such
transfer (within the meaning of (S) 83 of the Code). The employee will
recognize ordinary income in the year such fair market value is determined,
and the Company generally will be entitled to a corresponding federal income
tax deduction, provided the Company satisfies applicable federal income tax
reporting requirements. Depending on the period the Stock is held after
exercise, the sale or other taxable disposition of shares of Company Stock
acquired through the exercise of a NQO generally will result in a short- or
long-term capital gain or loss equal to the difference between the amount
realized on such disposition and the fair market value of such shares as
determined for purposes of (S) 83 of the Code.

Special Rules.

Special rules will apply to an employee who exercises an Option by paying
the Option Price, in whole or in part, by the transfer to the Company of
previously acquired shares of Company Stock.

Stock Appreciation Right.

An employee will recognize ordinary income for federal income tax purposes
upon the exercise of a stock appreciation right which is granted as part of an
ISO or NQO under the Plan. An employee who exercises a stock appreciation
right will receive cash, Company Stock or a combination of cash and Company
Stock upon the exercise of such right in an amount equal to the excess of the
fair market value of the surrendered shares subject to the Option over the
Option Price for the surrendered shares. The employee will recognize ordinary
income on any cash received as of the date he actually or constructively
receives such cash and on the fair market value of any Company Stock
transferred to him as a result of the exercise of such right as of the date of
such transfer (as determined under (S) 83 of the Code). The Company,
generally, will be entitled to a federal income tax deduction in an amount
equal to the ordinary income recognized by the employee in the same taxable
year in which the employee recognizes such income if the Company satisfies the
federal income tax reporting requirements applicable to such transaction. Any
gain or loss recognized upon the disposition of Company Stock acquired
pursuant to the exercise of a stock appreciation right will qualify as long-
term or short-term capital gain or loss depending on how long the employee
holds such Stock before such disposition.

Restricted Stock.

The Committee has the right to grant Company Stock to an employee subject to
such restrictions as the Committee deems appropriate. The taxation of a grant
will be governed by (S) 83 of the Code. Thus the fair market value of the
Stock will be taxable to the employee (absent an election under (S) 83(b) of
the Code) as ordinary income at the time the Stock transferred to the employee
pursuant to the grant no longer is subject to a substantial risk of forfeiture
(as defined in (S) 83 of the Code) or the

25
<PAGE>

stock is transferable (within the meaning of (S) 83 of the Code) taking into
account that if the employee is subject to suit under Section 16(b) of the
Exchange Act of 1934, the date there no longer is a substantial risk of
forfeiture or the Stock is transferable may be treated as delayed for up to
six months. If an election is made under (S) 83(b) of the Code, the fair
market value of the Stock will be taxable to the employee at the time the
Stock is transferred to the employee pursuant to the grant. The Company,
generally, will be entitled to a federal income tax deduction in an amount
equal to the ordinary income recognized by the employee in the taxable year
the employee recognizes such income if the Company satisfies the federal
income tax reporting requirements applicable to such transaction.

26
<PAGE>

ACCOUNTING MATTERS

At its March 9, 2000 meeting, the Board of Directors appointed Ernst & Young
LLP, independent certified public accountants, as auditors for the Company for
the current year. Ernst & Young LLP has acted in this capacity since 1971. The
Board of Directors considers Ernst & Young LLP to be well qualified and
recommends that the shareholders vote to ratify that appointment.

In view of the difficulty and expense involved in changing auditors on short
notice, should the shareholders not ratify the selection of Ernst & Young LLP,
it is contemplated that the appointment of Ernst & Young LLP for the fiscal
year ending December 31, 2000 will be permitted to stand unless the Board of
Directors finds other compelling reasons for making a change. Such disapproval
by the shareholders will be considered a recommendation that the Board select
other auditors for the following year.

A representative of Ernst & Young LLP is expected to be available at the
Annual Meeting. The representative will be given the opportunity to make a
statement if he desires to do so and is expected to be available to respond to
appropriate questions from shareholders.

The Audit Committee serves the principal functions of recommending to the
Board of Directors the persons or firm to be employed as independent auditors
of the Company; reviewing with such auditors the scope of their engagement,
their report of audit and the accompanying management letter, if any;
consulting with the independent auditors and management with regard to the
Company's accounting methods and the adequacy of the Company's internal system
of accounting control; approving professional services provided by the
independent auditors; reviewing the independence of the independent auditors;
and considering the range of the independent auditors' audit and non-audit
fees. The members of the Audit Committee of the Board of Directors are Messrs.
McNeill (Chairman), Barton, Brown, Daughdrill, Canale, and Thompson.

ANNUAL REPORT TO SHAREHOLDERS

The annual report of the Company for the fiscal year ended December 31,
1999, including all financial statements, is being mailed with this Proxy
Statement.

ANNUAL REPORT ON FORM 10-K

The Company will provide without charge, at the written request of any
beneficial shareholder of record on March 10, 2000, a copy of the Company's
Annual Report on Form 10-K, including the financial statements and financial
statement schedules, as filed with the Securities and Exchange Commission,
except exhibits thereto. The Company will provide copies of the exhibits,
should they be requested by eligible shareholders, and the Company may impose
a reasonable fee for providing such exhibits. Requests for copies of the
Company's Annual Report on Form 10-K should be mailed to:

NATIONAL COMMERCE BANCORPORATION
One Commerce Square
Memphis, Tennessee 38150
Attention: Kathy Shelton
Assistant Treasurer

27
<PAGE>

VOTING OF PROXIES AND REVOCABILITY

When the Proxy is properly executed and returned to the Board of Directors,
the shares represented by the Proxy will be voted as directed by the
shareholder executing the Proxy unless it is revoked. If no directions are
given on the Proxy with respect to any particular matter to be acted upon, the
shares represented by the Proxy will be voted in favor of such matter. Any
shareholder giving a Proxy may revoke it at any time before it is voted.
Revocation of a Proxy is effective upon receipt by the Secretary of the
Company of either (i) an instrument revoking it or (ii) a duly executed Proxy
bearing a later date. A shareholder who is present at the Annual Meeting may
revoke the Proxy and vote in person if he so desires.

EXPENSES OF SOLICITATION

The cost of soliciting proxies will be borne by the Company. The Board of
Directors will request banks and brokers to solicit their customers having a
beneficial interest in the Company's stock registered in the names of
nominees, and the Company will reimburse such banks and brokers for their
reasonable out-of-pocket expenditures made in such solicitations. Proxies may
be solicited by employees of the Company or NBC by mail, telephone, telecopy,
telegraph and personal interview. The Board of Directors does not presently
intend to pay compensation to any individual or firm for the solicitation of
proxies; however, if the Board of Directors should deem it necessary and
appropriate, it may retain the services of an outside individual or firm to
assist in the solicitation of Proxies.

SHAREHOLDER PROPOSALS

Any shareholder proposals intended to be presented at the Company's 2000
Annual Meeting of Shareholders must be received by the Company at its
corporate offices no later than December 23, 2000 in order to be considered by
the Board of Directors for inclusion in the proxy statement and form of proxy
relating to such meeting. The Company shall have discretionary voting
authority with respect to any stockholder proposals that are received by the
Company after February 14, 2001.

OTHER MATTERS

The minutes of the Annual Meeting of the Shareholders held on April 22,
1998, will be presented at the meeting for approval. It is not intended that
approval of the minutes will constitute ratification of the matters referred
to therein.

The Board of Directors knows of no other matters to be brought before the
Annual Meeting. However, if any other matter properly comes before the Annual
Meeting or any adjournment thereof, it is intended that the persons named in
the enclosed Proxy will vote such Proxy on such matter in accordance with
their best judgment.

David T. Popwell
Secretary

March 31, 2000

28
<PAGE>

NATIONAL COMMERCE BANCORPORATION

PROXY

PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON APRIL 26, 2000

The undersigned hereby appoints THOMAS M. GARROTT; JAMES E. MCGEHEE, JR.;
and DAVID T. POPWELL, and each of them, proxies with full power of substitution
and resubstitution, for and in the name of the undersigned, to vote all shares
of stock of National Commerce Bancorporation which the undersigned would be
entitled to vote if personally present at the Annual Meeting of Shareholders to
be held on Wednesday, April 26, 2000, at 10:00 a.m. local time, in the
Auditorium at National Bank of Commerce, Concourse Level, Commerce Tower, One
Commerce Square, Memphis, Tennessee 38150, and at any adjournments thereof, upon
the matters described in the accompanying Notice of Annual Meeting of
Shareholders and Proxy Statement, receipt of which is hereby acknowledged, and
upon any other business that may properly come before the meeting or any
adjournments thereof. Said proxies are directed to vote on the matters described
in the Notice of Annual Meeting and Proxy Statement as follows, and otherwise in
their discretion upon such other business as may properly come before the
meeting and any adjournments thereof.

1. ELECTION OF DIRECTORS

[_] FOR all nominees listed below (except as marked to the contrary
below.)

[_] WITHHOLD AUTHORITY to vote for all nominees listed:
(INSTRUCTION: To withhold authority to vote for any individual
nominee(s), strike a line through the nominee's name in the list
below.)

Class II to serve until Annual Meeting of Shareholders in
2003: John D. Canale, III; R. Lee Jenkins; W. Neely Mallory,
Jr.; James E. McGehee, Jr.; William R. Reed, Jr.; and G. Mark
Thompson

<PAGE>

2. RATIFICATION OF THE BOARD OF DIRECTOR'S APPOINTMENT of Ernst & Young LLP,
independent certified public accountants, as auditors of the Company for
the year ending December 31, 2000.

FOR [_] AGAINST [_] ABSTAIN [_]

3. APPROVAL OF PROPOSAL TO INCREASE BY 4,000,000 SHARES the total number of
shares of the Company's Common Stock for which options to purchase may be
granted pursuant to the Company's 1994 Stock Plan, as Amended and
Restated.

FOR [_] AGAINST [_] ABSTAIN [_]

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED, BUT IF NO
DIRECTION IS INDICATED, THE PROXY WILL BE VOTED "FOR" EACH OF THE
ABOVE-MENTIONED PROPOSALS. IF ANY OTHER MATTERS ARE PROPERLY
PRESENTED AT THE ANNUAL MEETING FOR ACTION TO BE TAKEN THEREUNDER,
THIS PROXY WILL BE VOTED ON SUCH MATTERS BY THE PERSONS NAMED AS
PROXIES HEREIN IN ACCORDANCE WITH THEIR BEST JUDGEMENT.

Please sign and date below and return the proxy material in the enclosed
envelope, whether or not you plan to attend the annual meeting.

Please date this proxy and sign
exactly as your name or names Date 2000
appear hereon. When more than one ----------------------
owner is shown below, each should
sign. When signing in fiduciary
or representative capacity, please ------------------------------
give full title. If this proxy is
submitted by a corporation, it
should be executed in the full ------------------------------
corporate name by a duly authorized
officer. If this proxy is submitted
by a partnership, it should be ------------------------------
executed in partnership name by an
authorized person.