X0201 4 2004-01-21 0 0000101844 NATIONAL COMMERCE FINANCIAL CORP NCF 0001068744 EDWARDS J SCOTT ONE COMMERCE SQUARE EXECUTIVE OFFICES MEMPHIS TN 38150 0 1 0 0 Chief Administrative Officer Common stock 2004-01-21 4 A 0 3300 0 A 252353 D Incentive stock option (right to buy) 27.82 2004-01-21 4 A 0 3594 0 A 2005-01-21 2014-01-21 Common stock 3594 3594 D Non-qualified stock option (right to buy) 27.82 2004-01-21 4 A 0 37706 0 A 2005-01-21 2014-01-21 Common stock 37706 37706 D Restricted stock grant that will vest 100% on 1/21/09 unless acceleration provisions are enabled. The restricted stock award has provisions that vesting will be accelerated to 50% on 1/21/06 if certain targets determined by the Compensation Committee of the Board of Directors are achieved in 2005 and 50% on 1/21/07 if certain targets determined by the Compensation Committee of the Board of Directors are achieved in 2006. Naudain L. Machen attorney-in-fact 2004-01-23