X0202 4 2005-04-22 0 0000718449 TBC CORP TBCC 0001231986 MCSTAY RICHARD A 964 HARBOR VIEW DRIVE MEMPHIS TN 38103 1 0 0 0 Common Stock 2005-04-22 4 M 0 1212 5.50 A 31901 D Common Stock 2005-04-22 4 D 0 303 0.00 D 31598 D Common Stock 2005-04-22 4 M 0 928 7.19 A 32526 D Common Stock 2005-04-22 4 D 0 232 0.00 D 32294 D Common Stock 2005-04-22 4 M 0 468 14.30 A 32762 D Common Stock 2005-04-22 4 D 0 117 0.00 D 32645 D Stock Option (right to buy) 5.50 2005-04-22 4 M 0 1212 0.00 D 2001-04-26 2005-04-26 Common Stock 1212 0 D Stock Option (right to buy) 7.19 2005-04-22 4 M 0 928 0.00 D 2002-04-25 2005-04-25 Common Stock 928 924 D Stock Option (right to buy) 14.30 2005-04-22 4 M 0 468 0.00 D 2003-04-24 2005-04-24 Common Stock 468 932 D Under the TBC Corporation 1989 Stock Incentive Plan (the "Plan"), prior to 2003, each non-employee director was granted, on the date of each Annual Meeting of Stockholders, shares of restricted stock having an aggregate then current fair market value of $5,000. The director was concurrently granted an option giving him the right to buy four times the number of restricted shares that he was granted. The option expires in one-third increments as the restricted stock vests, and the exercise of any portion of the option will cause the forfeiture of the associated restricted stock. The exercise of the option is also subject to certain conditions stated in the Plan. Exercise of tandem options. See (1). Forfeiture of restricted stock upon exercise of tandem options. See (1). Mr. McStay also has indirect ownership of 1,518 shares of TBC Common Stock owned by his wife. Represents the balance of tandem options still outstanding under the respective annual grant. /s/ RICHARD A. McSTAY 2005-04-22