NATIONAL COMMERCE FINANCIAL CORP 4

4 · NATIONAL COMMERCE FINANCIAL CORP · Filed Oct 4, 2004

Insider Transaction Report

Form 4

Period: 2004-10-01

NATIONAL COMMERCE FINANCIAL CORPNCF

MISTRETTA JOHN J

Director of Human Resources

Transactions

Disposition from Tender
Incentive Stock Option (right to buy)
2004-10-01$34.46/sh−817$28,152→ 0 total
Exercise: $21.94From: 1999-08-10Exp: 2008-08-10→ Common Stock (817 underlying)
Disposition from Tender
Incentive Stock Option (right to buy)
2004-10-01$34.46/sh−4,178$143,965→ 0 total
Exercise: $23.94From: 2004-01-14Exp: 2013-01-14→ Common Stock (4,178 underlying)
Disposition from Tender
Incentive Stock Option (right to buy)
2004-10-01$34.46/sh−4,141$142,690→ 0 total
Exercise: $22.70From: 2000-03-05Exp: 2009-03-22→ Common Stock (4,141 underlying)
Disposition from Tender
Non-Qualified Stock Option (right to buy)
2004-10-01$34.46/sh−600$20,675→ 0 total
Exercise: $24.38From: 2007-12-11Exp: 2011-12-11→ Common Stock (600 underlying)
Disposition from Tender
Phantom Stock Units
2004-10-01$34.46/sh−890$30,667→ 0 total
Exercise: $0.00From: 1988-08-08Exp: 1988-08-08→ Common Stock (890 underlying)
Disposition from Tender
Non-Qualified Stock Option (right to buy)
2004-10-01$34.46/sh−4,130$142,311→ 0 total
Exercise: $17.63From: 2001-08-01Exp: 2010-08-01→ Common Stock (4,130 underlying)
Disposition from Tender
Non-Qualified Stock Option (right to buy)
2004-10-01$34.46/sh−4,000$137,831→ 0 total
Exercise: $19.38From: 2002-09-18Exp: 2008-09-18→ Common Stock (4,000 underlying)
Disposition from Tender
Non-Qualified Stock Option (right to buy)
2004-10-01$34.46/sh−25,000$861,445→ 0 total
Exercise: $27.10From: 2006-12-19Exp: 2013-12-19→ Common Stock (25,000 underlying)
Disposition from Tender
Non-Qualified Stock Option (right to buy)
2004-10-01$34.46/sh−1,633$56,270→ 0 total
Exercise: $21.94From: 1999-08-10Exp: 2008-08-10→ Common Stock (1,633 underlying)
Exercise/Conversion
Common Stock
2004-10-01$34.46/sh−26,094$899,142→ 0 total
Disposition from Tender
Non-Qualified Stock Option (right to buy)
2004-10-01$34.46/sh−4,947$170,463→ 0 total
Exercise: $16.22From: 2001-03-16Exp: 2010-03-16→ Common Stock (4,947 underlying)
Disposition from Tender
Non-Qualified Stock Option (right to buy)
2004-10-01$34.46/sh−1,400$48,241→ 0 total
Exercise: $24.34From: 2007-12-11Exp: 2011-12-11→ Common Stock (1,400 underlying)
Exercise/Conversion
Common Stock
2004-10-01$34.46/sh−3,250$111,988→ 0 total(indirect: By IRA)
Disposition from Tender
Non-Qualified Stock Option (right to buy)
2004-10-01$34.46/sh−1,128$38,868→ 0 total
Exercise: $19.94From: 2002-01-15Exp: 2008-11-15→ Common Stock (1,128 underlying)
Disposition from Tender
Non-Qualified Stock Option (right to buy)
2004-10-01$34.46/sh−4,911$169,222→ 0 total
Exercise: $24.13From: 2004-07-30Exp: 2010-03-16→ Common Stock (4,911 underlying)
Disposition from Tender
Non-Qualified Stock Option (right to buy)
2004-10-01$34.46/sh−17,822$614,107→ 0 total
Exercise: $23.94From: 2004-01-14Exp: 2013-01-14→ Common Stock (17,822 underlying)
Disposition from Tender
Incentive Stock Option (right to buy)
2004-10-01$34.46/sh−3,594$123,841→ 0 total
Exercise: $27.82From: 2005-01-21Exp: 2014-01-21→ Common Stock (3,594 underlying)
Disposition from Tender
Incentive Stock Option (right to buy)
2004-10-01$34.46/sh−10,025$345,439→ 0 total
Exercise: $24.75From: 2002-01-16Exp: 2011-01-16→ Common Stock (10,025 underlying)
Disposition from Tender
Incentive Stock Option (right to buy)
2004-10-01$34.46/sh−3,875$133,524→ 0 total
Exercise: $25.80From: 2003-01-15Exp: 2012-01-15→ Common Stock (3,875 underlying)
Disposition from Tender
Non-Qualified Stock Option (right to buy)
2004-10-01$34.46/sh−2,000$68,916→ 0 total
Exercise: $22.41From: 2007-10-15Exp: 2011-10-15→ Common Stock (2,000 underlying)
Disposition from Tender
Non-Qualified Stock Option (right to buy)
2004-10-01$34.46/sh−4,434$152,786→ 0 total
Exercise: $22.70From: 2000-03-22Exp: 2009-03-22→ Common Stock (4,434 underlying)
Disposition from Tender
Non-Qualified Stock Option (right to buy)
2004-10-01$34.46/sh−14,825$510,837→ 0 total
Exercise: $25.80From: 2003-01-15Exp: 2012-01-15→ Common Stock (14,825 underlying)
Disposition from Tender
Non-Qualified Stock Option (right to buy)
2004-10-01$34.46/sh−6,275$216,223→ 0 total
Exercise: $24.75From: 2002-01-16Exp: 2011-01-16→ Common Stock (6,275 underlying)
Disposition from Tender
Non-Qualified Stock Option (right to buy)
2004-10-01$34.46/sh−26,406$909,893→ 0 total
Exercise: $27.82From: 2005-01-21Exp: 2014-01-21→ Common Stock (26,406 underlying)
Disposition from Tender
Phantom Stock Units
2004-10-01$34.46/sh−5$172→ 0 total
Exercise: $0.00From: 1999-09-09Exp: 1999-09-09→ Common Stock (5 underlying)

Footnotes (3)

[F1]Each of the Reporting Person's shares of Issuer common stock were surrendered and exchanged for .4953 shares of SunTrust Banks, Inc. ("STI") common stock as a result of the merger of Issuer into STI. Fractional shares and shares acquired throught the reinvestment of dividends on September 15, 2004, if any, were converted into cash equivalent to $34.4578 per share. Additionally, each of the Reporting Person's stock options with the right to buy Issuer common stock were converted into .4953 options with the right to buy STI common stock and each of the Reporting Person's shares of phantom stock, if any, were converted into .4953 shares of STI phantom stock.
[F2]Pursuant to the Issuer's Equity Investment Plan. One-for-one conversion to common stock of Issuer.
[F3]Pursuant to Issuer's Equity Investment Plan.

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