X0202 4 2005-11-17 0 0000718449 TBC CORP TBCC 0001237649 DICK KENNETH P TBC CORPORATION P.O. BOX 18342 MEMPHIS TN 38181-0342 0 1 0 0 President of Subsidiary Common Stock 2005-11-17 4 D 0 82014 35.00 D 0 D Employee Stock Option (right to buy) 13.05 2005-11-17 4 D 0 13984 21.95 D 2012-01-05 Common Stock 13984 0 D Employee Stock Option (right to buy) 12.62 2005-11-17 4 D 0 28526 22.38 D 2013-01-09 Common Stock 28526 0 D Employee Stock Option (right to buy) 5.75 2005-11-17 4 D 0 32769 29.25 D 2010-01-04 Common Stock 32769 0 D Employee Stock Option (right to buy) 27.90 2005-11-17 4 D 0 14250 7.10 D 2014-01-25 Common Stock 14250 0 D Employee Stock Option (right to buy) 26.70 2005-11-17 4 D 0 4724 8.30 D 2015-01-25 Common Stock 4724 0 D Employee Stock Option (right to buy) 6.125 2005-11-17 4 D 0 3930 28.875 D 2011-01-13 Common Stock 3930 0 D Employee Stock Option (right to buy) 8.70 2005-11-17 4 D 0 24000 26.30 D 2011-06-26 Common Stock 24000 0 D Employee Stock Option (right to buy) 25.61 2005-11-17 4 D 0 15500 9.39 D 2015-01-25 Common Stock 15500 0 D Disposed of pursuant to the Agreement and Plan of Merger, dated as of September 18, 2005, by and among Sumitomo Corporation of America, Traction Acquisition Corp., and the issuer in exchange for a cash payment of $2,870,490 representing the number of shares held by the reporting person (82,014) multiplied by the merger price ($35/share). This option, which vests in three equal annual installments beginning on 01/06/03, was canceled in the merger in exchange for a cash payment of $306,948.80 representing the difference between the exercise price of the option and the merger price of the stock of the issuer ($35.00 per share). This option, which vests in three equal annual installments beginning on 01/10/04, was canceled in the merger in exchange for a cash payment of $638,411.88 representing the difference between the exercise price of the option and the merger price of the stock of the issuer ($35.00 per share). This option, one third of which vested on 01/05/01, another third of which vested on 01/05/02 and the balance vested on 01/05/03, was canceled in the merger in exchange for a cash payment of $958,493.25 representing the difference between the exercise price of the option and the merger price of the stock of the issuer ($35.00 per share). This option, which vests in three equal annual installments beginning on 01/26/05, was canceled in the merger in exchange for a cash payment of $101,175 representing the difference between the exercise price of the option and the merger price of the stock of the issuer ($35.00 per share). This option, which vested on 05/11/05, was canceled in the merger in exchange for a cash payment of $39,209.20 representing the difference between the exercise price of the option and the merger price of the stock of the issuer ($35.00 per share). This option, one third of which vested on 01/14/02, another third of which vested on 01/14/03 and the balance vested on 01/14/04, was canceled in the merger in exchange for a cash payment of $113,478.75 representing the difference between the exercise price of the option and the merger price of the stock of the issuer ($35.00 per share). This option, one third of which vested on 06/27/02, another third of which vested on 06/27/03 and the balance vested on 06/27/04, was canceled in the merger in exchange for a cash payment of $631,200 representing the difference between the exercise price of the option and the merger price of the stock of the issuer ($35.00 per share). This option, which vests in three equal annual installments beginning on 01/26/06, was canceled in the merger in exchange for a cash payment of $145,545 representing the difference between the exercise price of the option and the merger price of the stock of the issuer ($35.00 per share). /s/ KENNETH P. DICK 2005-11-21