X0202 4 2004-10-01 1 0000101844 NATIONAL COMMERCE FINANCIAL CORP NCF 0001291478 GORDON JAMES R ONE COMMERCE SQUARE 4TH FLOOR MEMPHIS TN 38150 0 1 0 0 Chief Accounting Officer Common stock 2004-10-01 4 U 0 8000 34.4578 D 0 D Incentive Stock Option (right to buy) 31.1 2004-10-01 4 U 0 9645 34.4578 D 2007-05-10 2014-05-10 common stock 9645 0 D Non-Qualified Stock Option (right to buy) 31.1 2004-10-01 4 U 0 20355 34.4578 D 2007-05-10 2014-05-10 common stock 20355 0 D 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. By Naudain L Machen For James R Gordon 2004-10-05