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                                                                   Exhibit 10.2

                                                                  EXECUTION COPY

                             PLEDGE AGREEMENT dated as of November 28, 2001,
                    among ADVANCE STORES COMPANY, INCORPORATED, a Virginia
                    corporation (the "Borrower"), ADVANCE AUTO PARTS, INC.,
                                      --------
                    a Delaware corporation ("Holdings"), each subsidiary of the
                                             --------
                    Borrower listed on Schedule I hereto (each such Subsidiary
                    individually a "Subsidiary Pledgor" and, collectively, the
                                    ------------------
                    "Subsidiary Pledgors"; the Borrower, Holdings and the
                     -------------------
                    Subsidiary Pledgors are referred to collectively herein as
                    the "Pledgors") and JPMORGAN CHASE BANK, a New York banking
                         --------
                    corporation ("Chase"), as collateral agent (in such
                                  -----
                    capacity, the "Collateral Agent") for the Secured Parties
                                   ----------------
                    (as defined in the Credit Agreement referred to below).

         Reference is made to (a) the Credit Agreement dated as of November 28,
2001 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among the Borrower, Holdings, the lenders from time to time
 ----------------
party thereto (the "Lenders"), Chase, as administrative agent (in such capacity,
                    -------
the "Administrative Agent") for the Lenders, Collateral Agent and as issuing
     --------------------
bank (in such capacity, the "Issuing Bank"), Credit Suisse First Boston, as
                             ------------
syndication agent, and Lehman Commercial Paper Inc., as syndication agent, and
(b) the Guarantee Agreement dated as of November 28, 2001 (as amended,
supplemented or otherwise modified from time to time, the "Guarantee
                                                           ---------
Agreement"), among the Subsidiary Pledgors, Holdings and the Collateral Agent.
---------

         The Lenders have agreed to make Loans to the Borrower and the Issuing
Bank has agreed to issue Letters of Credit for the account of the Borrower,
pursuant to, and upon the terms and subject to the conditions specified in, the
Credit Agreement. Holdings and the Subsidiary Pledgors have agreed to guarantee,
among other things, all the obligations of the Borrower under the Credit
Agreement. The obligations of the Lenders to make Loans and of the Issuing Bank
to issue Letters of Credit are conditioned upon, among other things, the
execution and delivery by the Pledgors of a Pledge Agreement in the form hereof
to secure (a) the due and punctual payment of (i) the principal of and premium,
if any, and interest (including interest accruing during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding) on the Loans, when and as due,
whether at maturity, by acceleration, upon one or more dates set for prepayment
or

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                                                                               2

otherwise, (ii) each payment required to be made by the Borrower under the
Credit Agreement in respect of any Letter of Credit, when and as due, including
payments in respect of reimbursement of disbursements made by the Issuing Bank
with respect thereto, interest thereon and obligations to provide, under certain
circumstances, cash collateral in connection therewith, and (iii) all other
monetary obligations, including fees, costs, expenses and indemnities, whether
primary, secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of the Loan Parties to the Secured Parties under
the Credit Agreement and the other Loan Documents, (b) the due and punctual
performance of all covenants, agreements, obligations and liabilities of the
Loan Parties under or pursuant to the Credit Agreement and the other Loan
Documents, (c) the due and punctual payment and performance of all obligations
in respect of overdrafts and related liabilities owed to Chase, any Affiliate
thereof, the Administrative Agent or the Collateral Agent arising from or in
connection with treasury, depositary or cash management services or in
connection with any automated clearinghouse transfer of funds and (d) unless
otherwise agreed to in writing by the applicable Lender party thereto, the due
and punctual payment and performance of all monetary obligations of the Borrower
under each Hedging Agreement entered into with any counterparty that was a
Lender (or an Affiliate of a Lender) at the time such Hedging Agreement was
entered into (all the monetary obligations described in the preceding clauses
(a) through (d) being referred to collectively as the "Obligations").
                                                       -----------
Capitalized terms used herein and not defined herein shall have meanings
assigned to such terms in the Credit Agreement.

         Accordingly, the Pledgors and the Collateral Agent, on behalf of itself
and each Secured Party (and each of their respective successors or assigns),
hereby agree as follows:

         SECTION 1. Pledge. As security for the payment and performance, as the
                    -------
case may be, in full of the Obligations, each Pledgor hereby transfers, grants,
hypothecates and pledges, unto the Collateral Agent, its successors and assigns,
and hereby grants to the Collateral Agent, its successors and assigns, for the
ratable benefit of the Secured Parties, a security interest in, all of the
Pledgor's right, title and interest in, to and under (a) the shares of capital
stock owned by it and listed on Schedule II hereto and any shares of capital
stock of the Borrower or any Subsidiary of Holdings obtained in the future by
the Pledgor and the certificates representing all such shares (the "Pledged
                                                                    -------

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                                                                               3

Stock"); provided that the Pledged Stock shall not include (i) more than 65% of
-----    --------
the issued and outstanding shares of stock of any Foreign Subsidiary or (ii) to
the extent that applicable law requires that a Subsidiary of the Pledgor issue
directors' qualifying shares, such qualifying shares; (b)(i) the debt securities
listed opposite the name of the Pledgor on Schedule II hereto, (ii) any debt
securities (other than promissory notes received in connection with loans
permitted under Section 6.04(g) of the Credit Agreement) in the future held by
or issued to the Pledgor and (iii) the promissory notes and any other
instruments evidencing such debt securities (the "Pledged Debt Securities"); (c)
                                                  -----------------------
all other property that may be delivered to and held by the Collateral Agent
pursuant to the terms hereof; (d) subject to Section 5, all payments of
principal or interest, dividends, cash, instruments and other property from time
to time received, receivable or otherwise distributed, in respect of, in
exchange for or upon the conversion of the securities referred to in clauses (a)
and (b) above; (e) subject to Section 5, all rights and privileges of the
Pledgor with respect to the securities and other property referred to in clauses
(a), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (the
items referred to in clauses (a) through (f) above being collectively referred
to as the "Collateral"). Upon delivery to the Collateral Agent, (a) any stock
           ----------
certificates, notes or other securities now or hereafter included in the
Collateral (the "Pledged Securities") shall be accompanied by stock or note
                 ------------------
powers, as applicable, duly executed in blank or other instruments of transfer
satisfactory to the Collateral Agent and by such other instruments and documents
as the Collateral Agent may reasonably request and (b) all other property
comprising part of the Collateral shall be accompanied by proper instruments of
assignment duly executed by the applicable Pledgor and such other instruments or
documents as the Collateral Agent may reasonably request. Each delivery of
Pledged Securities shall be accompanied by a schedule describing the securities
then being pledged hereunder, which schedule shall be attached hereto as a
supplement to Schedule II and made a part hereof. Each schedule so delivered
shall supplement any prior schedules so delivered.

         SECTION 2.  Delivery of the Collateral.  (a) Each Pledgor agrees
                     ---------------------------
promptly to deliver or cause to be delivered to the Collateral Agent any and all
Pledged Securities, and any and all certificates or other instruments or
documents representing the Collateral.

         (b) Each Pledgor will cause any Indebtedness for borrowed money owed to
the Pledgor by any Loan Party or any Subsidiary thereof to be evidenced by a
duly executed promissory note

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                                                                               4

that is pledged and delivered to the Collateral Agent pursuant to the terms
thereof.

         SECTION 3. Representations,  Warranties and Covenants.  Each Pledgor
                    -------------------------------------------
hereby represents,  warrants and covenants,  as to itself and the Collateral
pledged by it hereunder, to and with the Collateral Agent that:

                  (a) the Pledged Stock represents that percentage as set forth
         on Schedule II of the issued and outstanding shares of each class of
         the capital stock of the issuer with respect thereto;

                  (b) except for the security interest granted hereunder, the
         Pledgor (i) is and will at all times continue to be the direct owner,
         beneficially and of record, of the Pledged Securities indicated on
         Schedule II, (ii) holds the same free and clear of all Liens, (iii)
         will make no assignment, pledge, hypothecation or transfer of, or
         create or permit to exist any security interest in, or other Lien on,
         the Collateral, other than pursuant hereto, and (iv) subject to Section
         5, will cause any and all Pledged Securities, whether for value paid by
         the Pledgor or otherwise, to be forthwith deposited with the Collateral
         Agent and pledged or assigned hereunder;

                  (c) the Pledgor (i) has the power and authority to pledge the
         Collateral in the manner hereby done or contemplated and (ii) will
         defend its title or interest thereto or therein against any and all
         Liens (other than the Lien created by this Agreement), however arising,
         of all Persons whomsoever;

                  (d) no consent of any other Person (including stockholders or
         creditors of any Pledgor) and no consent or approval of any
         Governmental Authority or any securities exchange was or is necessary
         to the validity of the pledge effected hereby;

                  (e) by virtue of the execution and delivery by the Pledgors of
         this Agreement, when the Pledged Securities are delivered to the
         Collateral Agent in accordance with this Agreement, the Collateral
         Agent will obtain a valid and perfected first lien upon and security
         interest in such Pledged Securities as security for the payment and
         performance of the Obligations;

                  (f) upon delivery of the Pledged Securities to the Collateral
         Agent, the pledge effected hereby is effective to vest in the
         Collateral Agent, on behalf of the Secured

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         Parties, the rights of the Collateral Agent in the Collateral as set
         forth herein;

                  (g) all of the Pledged Stock has been duly authorized and
         validly issued and is fully paid and nonassessable;

                  (h) all information set forth herein relating to the Pledged
         Stock is accurate and complete in all material respects as of the
         date hereof; and

                  (i) the pledge of the Pledged Stock pursuant to this Agreement
         does not violate  Regulation T,  U or X of the Federal Reserve Board
         or any successor thereto as of the date hereof.

         SECTION 4. Registration in Nominee Name;  Denominations. The Collateral
                    ---------------------------------------------
Agent, on behalf of the Secured Parties, shall have the right (in its sole and
absolute discretion) to hold the Pledged Securities in its own name as pledgee,
the name of its nominee (as pledgee or as sub-agent) or the name of the
Pledgors, endorsed or assigned in blank or in favor of the Collateral Agent.
Each Pledgor will promptly give to the Collateral Agent copies of any notices or
other communications received by it with respect to Pledged Securities
registered in the name of such Pledgor. The Collateral Agent shall at all times
have the right to exchange the certificates representing Pledged Securities for
certificates of smaller or larger denominations for any purpose consistent with
this Agreement.


         SECTION 5. Voting Rights; Dividends and Interest, etc. (a) Unless and
                    -------------------------------------------
until an Event of Default shall have occurred and be continuing:

                  (i) Each Pledgor shall be entitled to exercise any and all
         voting and/or other consensual rights and powers inuring to an owner of
         Pledged Securities or any part thereof for any purpose consistent with
         the terms of this Agreement, the Credit Agreement and the other Loan
         Documents; provided, however, that such Pledgor will not be entitled to
                    -----------------
         exercise any such right if the result thereof would reasonably be
         expected to materially and adversely affect the rights inuring to a
         holder of the Pledged Securities or the rights and remedies of any of
         the Secured Parties under this Agreement or the Credit Agreement or any
         other Loan Document or the ability of the Secured Parties to exercise
         the same.

                  (ii) The Collateral Agent shall execute and deliver to each
         Pledgor, or cause to be executed and delivered to

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                                                                               6


         each Pledgor, all such proxies, powers of attorney and other
         instruments as such Pledgor may reasonably request for the purpose of
         enabling such Pledgor to exercise the voting and/or consensual rights
         and powers it is entitled to exercise pursuant to subparagraph (i)
         above and to receive the cash dividends it is entitled to receive
         pursuant to subparagraph (iii) below.

                  (iii) Each Pledgor shall be entitled to receive and retain any
         and all dividends, interest, principal and other distributions paid in
         cash on the Pledged Securities to the extent and only to the extent
         that such cash dividends, interest, principal and other distributions
         are permitted by, and otherwise paid in accordance with, the terms and
         conditions of the Credit Agreement, the other Loan Documents and
         applicable laws. All dividends, interest, principal and other
         distributions made on or in respect of the Pledged Securities other
         than in cash (or that are paid in cash but are not permitted by the
         Credit Agreement, the other Loan Documents or applicable law), whether
         resulting from a subdivision, combination or reclassification of the
         outstanding capital stock of the issuer of any Pledged Securities or
         received in exchange for Pledged Securities or any part thereof, or in
         redemption thereof, or as a result of any merger, consolidation,
         acquisition or other exchange of assets to which such issuer may be a
         party or otherwise, shall be and become part of the Collateral, and, if
         received by any Pledgor, shall not be commingled by such Pledgor with
         any of its other funds or property but shall be held separate and apart
         therefrom, shall be held in trust for the benefit of the Collateral
         Agent and shall be forthwith delivered to the Collateral Agent in the
         same form as so received (with any necessary endorsement).


         (b) Upon the occurrence and during the continuance of an Event of
Default, all rights of any Pledgor to dividends, interest, principal or other
distributions that such Pledgor is authorized to receive pursuant to paragraph
(a)(iii) above shall cease, and all such rights shall thereupon become vested in
the Collateral Agent, which shall have the sole and exclusive right and
authority to receive and retain such dividends, interest, principal or other
distributions. All dividends, interest, principal or other distributions
received by the Pledgor contrary to the provisions of this Section 5 shall be
held in trust for the benefit of the Collateral Agent, shall be segregated from
other property or funds of such Pledgor and shall be forthwith delivered to the
Collateral Agent upon demand in the same form as so received (with any necessary
endorsement). Any and all money and other

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property paid over to or received by the Collateral Agent pursuant to the
provisions of this paragraph (b) shall be retained by the Collateral Agent in an
account to be established by the Collateral Agent upon receipt of such money or
other property and shall be applied in accordance with the provisions of Section
7. After all Events of Default have been cured or waived, the Collateral Agent
shall, within five Business Days after all such Events of Default have been
cured or waived, repay to each Pledgor all cash dividends, interest, principal
or other distributions (without interest), that such Pledgor would otherwise be
permitted to retain pursuant to the terms of paragraph (a)(iii) above and which
remain in such account.

         (c) Upon the occurrence and during the continuance of an Event of
Default, all rights of any Pledgor to exercise the voting and consensual rights
and powers it is entitled to exercise pursuant to paragraph (a)(i) of this
Section 5, and the obligations of the Collateral Agent under paragraph (a)(ii)
of this Section 5, shall cease, and all such rights shall thereupon become
vested in the Collateral Agent, which shall have the sole and exclusive right
and authority to exercise such voting and consensual rights and powers, provided
that, unless otherwise directed by the Required Lenders, the Collateral Agent
shall have the right from time to time following and during the continuance of
an Event of Default to permit the Pledgors to exercise such rights. After all
Events of Default have been cured or waived, such Pledgor will have the right to
exercise the voting and consensual rights and powers that it would otherwise be
entitled to exercise pursuant to the terms of paragraph (a)(i) above.

         SECTION 6. Remedies upon Default. Upon the occurrence and during the
                    ----------------------
continuance of an Event of Default, subject to applicable regulatory and legal
requirements, the Collateral Agent may sell the Collateral, or any part thereof,
at public or private sale or at any broker's board or on any securities
exchange, for cash, upon credit or for future delivery as the Collateral Agent
shall deem appropriate. The Collateral Agent shall be authorized at any such
sale (if it deems it advisable to do so) to restrict the prospective bidders or
purchasers to Persons who will represent and agree that they are purchasing the
Collateral for their own account for investment and not with a view to the
distribution or sale thereof, and upon consummation of any such sale the
Collateral Agent shall have the right to assign, transfer and deliver to the
purchaser or purchasers thereof the Collateral so sold. Each such purchaser at
any such sale shall hold the property sold absolutely free from any claim or
right on the part of any Pledgor, and, to the extent permitted by applicable
law, the Pledgors hereby waive all rights of redemption, stay,

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                                                                             8


valuation and appraisal any Pledgor now has or may at any time in the future
have under any rule of law or statute now existing or hereafter enacted.

     The Collateral Agent shall give a Pledgor 10 days' prior written notice
(which each Pledgor agrees is reasonable notice within the meaning of Section
9-504(3) of the Uniform Commercial Code as in effect in the State of New York or
its equivalent in other jurisdictions) of the Collateral Agent's intention to
make any sale of such Pledgor's Collateral. Such notice, in the case of a public
sale, shall state the time and place for such sale and, in the case of a sale at
a broker's board or on a securities exchange, shall state the board or exchange
at which such sale is to be made and the day on which the Collateral, or portion
thereof, will first be offered for sale at such board or exchange. Any such
public sale shall be held at such time or times within ordinary business hours
and at such place or places as the Collateral Agent may fix and state in the
notice of such sale. At any such sale, the Collateral, or portion thereof, to be
sold may be sold in one lot as an entirety or in separate parcels, as the
Collateral Agent may (in its sole and absolute discretion) determine. The
Collateral Agent shall not be obligated to make any sale of any Collateral if it
shall determine not to do so, regardless of the fact that notice of sale of such
Collateral shall have been given. The Collateral Agent may, without notice or
publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place
to which the same was so adjourned. In case any sale of all or any part of the
Collateral is made on credit or for future delivery, the Collateral so sold may
be retained by the Collateral Agent until the sale price is paid in full by the
purchaser or purchasers thereof, but the Collateral Agent shall not incur any
liability in case any such purchaser or purchasers shall fail to take up and pay
for the Collateral so sold and, in case of any such failure, such Collateral may
be sold again upon like notice. At any public (or, to the extent permitted by
applicable law, private) sale made pursuant to this Section 6, any Secured Party
may bid for or purchase, free from any right of redemption, stay or appraisal on
the part of any Pledgor (all said rights being also hereby waived and released),
the Collateral or any part thereof offered for sale and may make payment on
account thereof by using any claim then due and payable to it from such Pledgor
as a credit against the purchase price, and it may, upon compliance with the
terms of sale, hold, retain and dispose of such property without further
accountability to such Pledgor therefor. For purposes hereof, (a) a written
agreement to purchase the Collateral or any portion thereof shall be treated as
a sale

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                                                                              9


thereof, (b) the Collateral Agent shall be free to carry out such sale
pursuant to such agreement and (c) such Pledgor shall not be entitled to the
return of the Collateral or any portion thereof subject thereto, notwithstanding
the fact that after the Collateral Agent shall have entered into such an
agreement all Events of Default shall have been remedied and the Obligations
paid in full. As an alternative to exercising the power of sale herein conferred
upon it, the Collateral Agent may proceed by a suit or suits at law or in equity
to foreclose upon the Collateral and to sell the Collateral or any portion
thereof pursuant to a judgment or decree of a court or courts having competent
jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale
pursuant to the provisions of this Section 6 shall be deemed to conform to the
commercially reasonable standards as provided in Section 9-504(3) of the
Uniform Commercial Code as in effect in the State of New York or its equivalent
in other jurisdictions.

     SECTION 7. Application of Proceeds of Sale. The Collateral Agent shall
                --------------------------------
apply the proceeds of any collection or sale of Collateral as well as any
Collateral consisting of cash:

                  FIRST, to the payment of all costs and expenses incurred by
         the Administrative Agent or the Collateral Agent (in its capacity as
         such hereunder or under any other Loan Document) in connection with
         such collection or sale or otherwise in connection with this Agreement,
         any other Loan Document or any of the Obligations, including all court
         costs and the reasonable fees and expenses of its agents and legal
         counsel, the repayment of all advances made by the Collateral Agent
         hereunder or under any other Loan Document on behalf of any Pledgor and
         any other costs or expenses incurred by the Collateral Agent or the
         Administrative Agent in connection with the exercise of any right or
         remedy hereunder or under any other Loan Document;

                  SECOND, to the payment in full of the Obligations (the amounts
         so applied to be distributed among the Secured Parties pro rata in
         accordance with the amounts of the Obligations owed to them on the date
         of any such distribution); and

                  THIRD, to the Pledgors, their successors or assigns, or as a
         court of competent jurisdiction may otherwise direct.

     The Collateral Agent shall have absolute discretion as to the time of
application of any such proceeds, moneys or

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                                                                              10

balances in accordance with this Agreement. Upon any sale of the Collateral by
the Collateral Agent (including pursuant to a power of sale granted by statute
or under a judicial proceeding), the receipt of the purchase money by the
Collateral Agent or of the officer making the sale shall be a sufficient
discharge to the purchaser or purchasers of the Collateral so sold and such
purchaser or purchasers shall not be obligated to see to the application of any
part of the purchase money paid over to the Collateral Agent or such officer or
be answerable in any way for the misapplication thereof.

     SECTION 8. Reimbursement of Collateral Agent. (a) Each Pledgor agrees to
                ----------------------------------
pay upon demand to the Collateral Agent the amount of any and all reasonable
expenses, including the reasonable fees, other charges and disbursements of its
counsel and of any experts or agents, that the Collateral Agent may incur in
connection with (i) the administration of this Agreement, (ii) the custody or
preservation of, or the sale of, collection from, or other realization upon, any
of the Collateral, (iii) the exercise or enforcement of any of the rights of the
Collateral Agent hereunder or (iv) the failure by such Pledgor to perform or
observe any of the provisions hereof.

     (b) Without limitation of its indemnification obligations under the other
Loan Documents, each Pledgor agrees to indemnify the Collateral Agent and the
Indemnitees (as defined in Section 9.03 of the Credit Agreement) against, and
hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including reasonable counsel fees, other
charges and disbursements, incurred by or asserted against any Indemnitee
arising out of, in any way connected with, or as a result of (i) the execution
or delivery of this Agreement or any other Loan Document or any agreement or
instrument contemplated hereby or thereby, the performance by the parties hereto
of their respective obligations thereunder or the consummation of the
Transactions and the other transactions contemplated thereby or (ii) any claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether or not any Indemnitee is a party thereto, provided that such indemnity
                                                  --------
shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or wilful misconduct of such Indemnitee.

     (c) Any amounts payable as provided hereunder shall be additional
Obligations secured hereby and by the other Security Documents. The provisions
of this Section 8 shall

<PAGE>


                                                                              11

remain operative and in full force and effect regardless of the termination of
this Agreement, the consummation of the transactions contemplated hereby, the
repayment of any of the Obligations, the invalidity or unenforceability of any
term or provision of this Agreement or any other Loan Document or any
investigation made by or on behalf of the Collateral Agent or  any other
Secured Party. All amounts due under this Section 8 shall be payable on written
demand therefor and shall bear interest at the rate specified in  Section 2.13
of the Credit Agreement.

     SECTION 9. Collateral Agent Appointed Attorney-in-Fact. Each Pledgor hereby
                --------------------------------------------
appoints the Collateral Agent the attorney-in-fact of such Pledgor for the
purpose of carrying out the provisions of this Agreement and taking any action
and executing any instrument that the Collateral Agent may deem necessary or
advisable to accomplish the purposes hereof, which appointment is irrevocable
and coupled with an interest, upon the occurrence and during the continuance of
an Event of Default, with full power of substitution either in the Collateral
Agent's name or in the name of such Pledgor, to ask for, demand, sue for,
collect, receive and give acquittance for any and all moneys due or to become
due under and by virtue of any Collateral, to endorse checks, drafts, orders and
other instruments for the payment of money payable to the Pledgor representing
any interest or dividend or other distribution payable in respect of the
Collateral or any part thereof or on account thereof and to give full discharge
for the same, to settle, compromise, prosecute or defend any action, claim or
proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer
and to make any agreement respecting, or otherwise deal with, the same;
provided, however, that nothing herein contained shall be construed as requiring
--------  -------
or obligating the Collateral Agent to make any commitment or to make any inquiry
as to the nature or sufficiency of any payment received by the Collateral Agent,
or to present or file any claim or notice, or to take any action with respect to
the Collateral or any part thereof or the moneys due or to become due in respect
thereof or any property covered thereby. The Collateral Agent and the other
Secured Parties shall be accountable only for amounts actually received as a
result of the exercise of the powers granted to them herein, and neither they
nor their officers, directors, employees or agents shall be responsible to any
Pledgor for any act or failure to act hereunder, except for their own gross
negligence or wilful misconduct.

     SECTION 10. Waivers; Amendment. (a) No failure or delay of the Collateral
                 -------------------
Agent in exercising any power or right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any

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                                                                              12

abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Collateral Agent hereunder and
of the other Secured Parties under the other Loan Documents are cumulative and
are not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provisions of this Agreement or consent to any departure by any
Pledgor therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) below, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice or demand on any Pledgor in any case shall entitle such Pledgor to any
other or further notice or demand in similar or other circumstances.

     (b) Neither this Agreement nor any provision hereof may be waived, amended
or modified except pursuant to a written agreement entered into between the
Collateral Agent and the Pledgor or Pledgors with respect to which such waiver,
amendment or modification is to apply, subject to any consent required in
accordance with Section 9.02 of the Credit Agreement.

     SECTION 11. Securities Act, etc. In view of the position of the Pledgors in
                 --------------------
relation to the Pledged Securities, or because of other current or future
circumstances, a question may arise under the Securities Act of 1933, as now or
hereafter in effect, or any similar statute hereafter enacted analogous in
purpose or effect (such Act and any such similar statute as from time to time in
effect being called the "Federal Securities Laws") with respect to any
                         -----------------------
disposition of the Pledged Securities permitted hereunder. Each Pledgor
understands that compliance with the Federal Securities Laws might very strictly
limit the course of conduct of the Collateral Agent if the Collateral Agent were
to attempt to dispose of all or any part of the Pledged Securities, and might
also limit the extent to which or the manner in which any subsequent transferee
of any Pledged Securities could dispose of the same. Similarly, there may be
other legal restrictions or limitations affecting the Collateral Agent in any
attempt to dispose of all or part of the Pledged Securities under applicable
Blue Sky or other state securities laws or similar laws analogous in purpose or
effect. Each Pledgor recognizes that in light of such restrictions and
limitations the Collateral Agent may, with respect to any sale of the Pledged
Securities, limit the purchasers to those who will agree, among other things, to
acquire such Pledged Securities for their own account, for investment, and not
with a view to the distribution or resale thereof. Each Pledgor acknowledges and
agrees that in light of such restrictions and limitations, the Collateral Agent,
in

<PAGE>

                                                                              13


its sole and absolute discretion, (a) may proceed to make such a sale whether
or not a registration statement for the purpose of registering such Pledged
Securities or part thereof shall have been filed under the Federal Securities
Laws and (b) may approach and negotiate with a single potential purchaser to
effect such sale. Each Pledgor acknowledges and agrees that any such sale might
result in prices and other terms less favorable to the seller than if such sale
were a public sale without such restrictions. In the event of any such sale, the
Collateral Agent shall incur no responsibility or liability for selling all or
any part of the Pledged Securities at a price that the Collateral Agent, in its
sole and absolute discretion, may in good faith deem reasonable under the
circumstances, notwithstanding the possibility that a substantially higher
price might have been realized if the sale were deferred until after
registration as aforesaid or if more than a single purchaser were approached.
The provisions of this Section 11 will apply notwithstanding the existence of a
public or private market upon which the quotations or sales prices may exceed
substantially the price at which the Collateral Agent sells.

     SECTION 12. Registration, etc. Each Pledgor agrees that, upon the
                 -----------------
occurrence and during the continuance of an Event of Default hereunder, if for
any reason the Collateral Agent desires to sell any of the Pledged Securities at
a public sale, it will, at any time and from time to time, upon the written
request of the Collateral Agent, use its best efforts to take or to cause the
issuer of such Pledged Securities to take such action and prepare, distribute
and/or file such documents, as are required or advisable in the reasonable
opinion of counsel for the Collateral Agent to permit the public sale of such
Pledged Securities. Each Pledgor further agrees to indemnify, defend and hold
harmless the Collateral Agent, each other Secured Party, any underwriter and
their respective officers, directors, affiliates and controlling Persons from
and against all loss, liability, expenses, costs of counsel (including, without
limitation, reasonable fees and expenses to the Collateral Agent of legal
counsel), and claims (including the costs of investigation) that they may incur
insofar as such loss, liability, expense or claim arises out of or is based upon
any alleged untrue statement of a material fact contained in any prospectus (or
any amendment or supplement thereto) or in any notification or offering
circular, or arises out of or is based upon any alleged omission to state a
material fact required to be stated therein or necessary to make the statements
in any thereof not misleading, except insofar as the same may have been caused
by any untrue statement or omission based upon information furnished in writing
to such Pledgor or the issuer of such Pledged Securities by the

<PAGE>

                                                                              14

Collateral Agent or any other Secured Party expressly for use therein. Each
Pledgor further agrees, upon such written request referred to above, to use its
best efforts to qualify, file or register, or cause the issuer of such Pledged
Securities to qualify, file or register, any of the Pledged Securities under the
Blue Sky or other securities laws of such states as may be requested by the
Collateral Agent and keep effective, or cause to be kept effective, all such
qualifications, filings or registrations. Each Pledgor will bear all costs and
expenses of carrying out its obligations under this Section 12. Each Pledgor
acknowledges that there is no adequate remedy at law for failure by it to comply
with the provisions of this Section 12 and that such failure would not be
adequately compensable in damages, and therefore agrees that its agreements
contained in this Section 12 may be specifically enforced.

     SECTION 13. Security Interest Absolute. All rights of the Collateral Agent
                 ---------------------------
hereunder, the grant of a security interest in the Collateral and all
obligations of each Pledgor hereunder, shall be absolute and unconditional
irrespective of (a) any lack of validity or enforceability of the Credit
Agreement, any other Loan Document, any agreement with respect to any of the
Obligations or any other agreement or instrument relating to any of the
foregoing, (b) any change in the time, manner or place of payment of, or in any
other term of, all or any of the Obligations, or any other amendment or waiver
of or any consent to any departure from the Credit Agreement, any other Loan
Document or any other agreement or instrument relating to any of the foregoing,
(c) any exchange, release or nonperfection of any other collateral, or any
release or amendment or waiver of or consent to or departure from any guaranty,
for all or any of the Obligations or (d) any other circumstance that might
otherwise constitute a defense available to, or a discharge of, any Pledgor in
respect of the Obligations or in respect of this Agreement (other than the
indefeasible payment in full of all the Obligations).


     SECTION 14. Termination or Release. (a) This Agreement and the security
                 -----------------------
interests granted hereunder shall terminate when all the Obligations (other than
inchoate indemnification and reimbursement obligations) have been indefeasibly
paid in full, Lenders have no further commitment to lend, the LC Exposure has
been reduced to zero and the Issuing Bank has no further commitment to issue
Letters of Credit under the Credit Agreement, at which time the Collateral Agent
shall execute and deliver to the Pledgors, at the Pledgors' expense, all Uniform
Commercial Code termination statements and similar documents which the Pledgors
shall reasonably request to evidence such termination. Any execution and
delivery of termination statements or documents pursuant to this

<PAGE>


                                                                             15

Section 14 shall be without recourse to or warranty by the Collateral Agent.

     (b) A Pledgor which is a Subsidiary shall automatically be released from
its obligations hereunder and the Security Interest in the Collateral of such
Pledgor shall be automatically released in the event that all the capital stock
of such Pledgor shall be sold, transferred or otherwise disposed of to a Person
that is not an Affiliate of the Borrower in accordance with the terms of the
Credit Agreement; provided that if the Credit Agreement so requires, the Lenders
                  --------
shall have consented pursuant to Section 9.02 of the Credit Agreement to such
sale, transfer or other disposition and the terms of such consent did not
provide otherwise.

     (c) Upon any sale or other transfer by any Pledgor of any Collateral that
is permitted under the Credit Agreement to any Person that is not a Pledgor, or,
upon the effectiveness of any written consent to the release of the security
interest granted hereby in any Collateral pursuant to Section 9.02(b) of the
Credit Agreement, the security interest in such Collateral shall be
automatically released.

     SECTION 15. Notices. All communications and notices hereunder shall be in
                 -------
writing and given as provided in Section 9.01 of the Credit Agreement. All
communications and notices hereunder to any Subsidiary Pledgor shall be given to
it at the address for notices set forth on Schedule I.

     SECTION 16. Further Assurances. Each Pledgor agrees to do such further acts
                 ------------------
and things, and to execute and deliver such additional conveyances, assignments,
agreements and instruments, as the Collateral Agent may at any time reasonably
request in connection with the administration and enforcement of this Agreement
or with respect to the Collateral or any part thereof or in order better to
assure and confirm unto the Collateral Agent its rights and remedies hereunder.

     SECTION 17. Binding Effect; Several Agreement; Assignments. Whenever in
                 -----------------------------------------------
this Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of any Pledgor that are contained in
this Agreement shall bind and inure to the benefit of its successors and
assigns. This Agreement shall become effective as to any Pledgor when a
counterpart hereof executed on behalf of such Pledgor shall have been delivered
to the Collateral Agent and a counterpart hereof shall have been executed on
behalf of the Collateral Agent, and thereafter shall be binding upon such
Pledgor and

<PAGE>

                                                                              16


the Collateral Agent and their respective successors and assigns,
and shall inure to the benefit of such Pledgor, the Collateral Agent and the
other Secured Parties, and their respective successors and assigns, except that
no Pledgor shall have the right to assign its rights hereunder or any interest
herein or in the Collateral (and any such attempted assignment shall be void),
except as expressly contemplated by this Agreement or the other Loan Documents.
If all of the capital stock of a Pledgor is sold, transferred or otherwise
disposed of to a Person that is not an Affiliate of the Borrower or Holdings
pursuant to a transaction permitted by Section 6.05 of the Credit Agreement,
such Pledgor shall be released from its obligations under this Agreement without
further action. This Agreement shall be construed as a separate agreement with
respect to each Pledgor and may be amended, modified, supplemented, waived or
released with respect to any Pledgor without the approval of any other Pledgor
and without affecting the obligations of any other Pledgor hereunder.

     SECTION 18. Survival of Agreement; Severability. (a) All covenants,
                 ------------------------------------
agreements, representations and warranties made by each Pledgor herein and in
the certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the Collateral Agent and the other Secured Parties and
shall survive the making by the Lenders of the Loans and the issuance of the
Letters of Credit by the Issuing Bank, regardless of any investigation made by
the Secured Parties or on their behalf, and shall continue in full force and
effect as long as the principal of or any accrued interest on any Loan or any
other fee or amount payable under this Agreement or any other Loan Document is
outstanding and unpaid or the LC Exposure does not equal zero and as long as the
Commitments have not been terminated.

     (b) In the event any one or more of the provisions contained in this
Agreement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby (it being understood
that the invalidity of a particular provision in a particular jurisdiction shall
not in and of itself affect the validity of such provision in any other
jurisdiction). The parties shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

<PAGE>
                                                                              17

         SECTION 19. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
                     --------------
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF

NEW YORK.
         SECTION 20. Counterparts. This Agreement may be executed in two or more
                     -------------
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute a single contract, and shall become effective
as provided in Section 17. Delivery of an executed counterpart of a signature
page to this Agreement by facsimile transmission shall be as effective as
delivery of a manually executed counterpart of this Agreement.

         SECTION 21. Rules of Interpretation. The rules of interpretation
                     ------------------------
specified in Section 1.03 of the Credit Agreement shall be applicable to this
Agreement. Section headings used herein are for convenience of reference only,
are not part of this Agreement and are not to affect the construction of, or to
be taken into consideration in, interpreting this Agreement.

         SECTION 22. Jurisdiction; Consent to Service of Process. (a) Each
                     --------------------------------------------
Pledgor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that, to the extent permitted by applicable law, all
claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal
court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Collateral Agent or
any other Secured Party may otherwise have to bring any action or proceeding
relating to this Agreement or the other Loan Documents against any Pledgor or
its properties in the courts of any jurisdiction.

         (b) Each Pledgor hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection that it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or the other Loan Documents in any
New York State or Federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent

<PAGE>

                                                                              18

permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.

         (c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 15. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

         SECTION 23. Waiver Of Jury Trial; Appointment of Receiver. EACH PARTY
                     ----------------------------------------------
HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

         SECTION 24. Additional Pledgors. Pursuant to Section 5.12 of the Credit
                     --------------------
Agreement, each Subsidiary of Holdings that was not in existence or not a
Subsidiary on the date of the Credit Agreement is required to enter in this
Agreement as a Subsidiary Pledgor upon becoming a Subsidiary if such Subsidiary
owns or possesses property of a type that would be considered Collateral
hereunder. Upon execution and delivery by the Collateral Agent and a Subsidiary
of an instrument in the form of Annex 1, such Subsidiary shall become a
Subsidiary Pledgor hereunder with the same force and effect as if originally
named as a Subsidiary Pledgor herein. The execution and delivery of such
instrument shall not require the consent of any Pledgor hereunder. The rights
and obligations of each Pledgor hereunder shall remain in full force and effect
notwithstanding the addition of any new Subsidiary Pledgor as a party to this
Agreement.

         SECTION 25. Execution of Financing Statements. Pursuant to Section
                     ----------------------------------
9-402 of the Uniform Commercial Code as in effect in the State of New York or
its equivalent in other jurisdictions, each Pledgor authorizes the Collateral
Agent to file financing statements with respect to the Collateral owned by it
without the signature of such Pledgor in such form and in such filing offices as
the Collateral Agent reasonably determines appropriate to perfect the security
interests of the Collateral Agent under this Agreement. A carbon, photographic
or other reproduction of this Agreement shall be

<PAGE>

                                                                              19

sufficient as a financing statement for filing in any jurisdiction.

<PAGE>

                                                                              20

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.


                                          ADVANCE STORES COMPANY, INCORPORATED,

                                              by /s/ Eric M. Margolin
                                                 ---------------------------
                                                 Name:
                                                 Title:

                                          ADVANCE AUTO PARTS, INC.,

                                              by /s/ Eric M. Margolin
                                                 ---------------------------
                                                 Name:
                                                 Title:

                                          EACH SUBSIDIARY PLEDGOR LISTED ON
                                          SCHEDULE I HERETO,

                                              by /s/ Eric M. Margolin
                                                 ---------------------------
                                                 Name:
                                                 Title:

                                          JPMORGAN CHASE BANK, as Collateral
                                          Agent,

                                              by /s/ Robert Anastasio
                                                 ---------------------------
                                                 Name: Robert Anastasio
                                                 Title: Vice President



<PAGE>

                                                               Schedule I to the
                                                                Pledge Agreement

                               SUBSIDIARY PLEDGORS

  Name                                               Address
  ----                                               -------

LARALEV, INC.                                        103 Foulk Road
                                                     Suite 270
                                                     Wilmington, DE 19899

Advance Trucking Company                             5673 Airport Road
                                                     Roanoke, VA 24012

Western Auto Supply Company                          5673 Airport Road
                                                     Roanoke, VA 24012

Western Auto of Puerto Rico, Inc.                    5673 Airport Road
                                                     Roanoke, VA 24012

Western Auto of St. Thomas, Inc.                     5673 Airport Road
                                                     Roanoke, VA 24012

WASCO Insurance Agency, Inc.                         5673 Airport Road
                                                     Roanoke, VA 24012

Advance Merchandising Company, Inc.                  5673 Airport Road
                                                     Roanoke, VA 24012

Advance Aircraft Company, Inc.                       5673 Airport Road
                                                     Roanoke, VA 24012

Discount Auto Parts, Inc.                            4900 Frontage Road South
                                                     Lakeland, FL 33815

DAP Acceptance Corporation                           4900 Frontage Road South
                                                     Lakeland, FL 33815











<PAGE>

                                                                              22



                                                              Schedule II to the
                                                                Pledge Agreement


                                  CAPITAL STOCK
<TABLE>
<CAPTION>
                                                                               Number and
                              Number of            Registered                   Class of
          Issuer             Certificate             Owner                       Shares
          ------             -----------             -----                       ------
<S>                          <C>           <C>                              <C>
Advance Stores                   A13       Advance Holding Corporation      1 Class A Common
Company Incorporated
Advance Stores Company,          A18       Advance Holding Corporation      273 Class A Common
Incorporated
Advance Stores Company,          A19       Advance Holding Corporation      70 Class A Common
Incorporated
Advance Stores Company,          A20       Advance Holding Corporation      70 Class A Common
Incorporated
Advance Stores Company,          A21       Advance Holding Corporation      70 Class A Common
Incorporated
Advance Stores Company,          A22       Advance Holding Corporation      53 Class A Common
Incorporated
Advance Stores Company,          A23       Advance Holding Corporation      2 Class A Common
Incorporated
ADTRADE, INC.                     1        Advance Stores Company,          1 Common
(former name of                            Incorporated
LARALEV, INC.)
Advance Trucking Corporation      1        Advance Stores Company,          1 Common
                                           Incorporated
Western Auto Supply Company       1        Advance Stores Company,          100 Common
(former name of                            Incorporated
Advance Acquisition
Corporation) (former name
of Western Auto Supply
Company)
Western Auto of                   1        Western Auto Supply Company      100,000 Common
Puerto Rico, Inc.
Western Auto of                   1        Western Auto Supply Company      100,000 Common
St. Thomas, Inc.
WASCO Insurance Agency, Inc.      1        Western Auto Supply Company      30,000 Common
Advance Merchandising                      Discount Auto Parts, Inc.
Company, Inc.
Advance Aircraft                           Advance Stores Company,
Company, Inc.                              Incorporated
Discount Auto Parts, Inc.                  Advance Stores Company,          16,707,923 Common
                                           Incorporated
DAP Acceptance Corporation        1        Discount Auto Parts, Inc.        1,000 Common
</TABLE>


                                 DEBT SECURITIES

Promissory Note in the initial principal amount of $40,000,000, maximum amount
authorized $175,000,000, executed by Advance Stores Company, Inc., in favor of
LARALEV, INC., dated June 5, 1997.

Promissory Note in the amount of $150,000,000 executed by Discount Auto Parts,
Inc. in favor of DAP Acceptance Corporation.

Promissory Note in the amount of $900,000 executed by DAP Management Services
Corp. in favor of DAP Acceptance Corp.

Intercompany Note executed by each of Advance Auto Parts, Inc. Advance Stores
Company, Incorporated, Western Auto Supply Company, Western Auto Supply of
Puerto Rico, Inc., Western Auto Supply of St. Thomas, Inc. WASCO Insurance
Agency, Inc., Advance Trucking Corporation, Advance Merchandising Company, Inc.,
Advance Aircraft Company, Inc., Discount Auto Supply, Inc. and DAP Acceptance
Corporation in favor of each of the other parties.

<PAGE>

                                                                  Annex 1 to the
                                                                Pledge Agreement


                                    SUPPLEMENT NO. [ ] dated as of [ ], to the
                           PLEDGE AGREEMENT dated as of November 28, 2001, among
                           ADVANCE STORES COMPANY, INCORPORATED, a Virginia
                           corporation (the "Borrower"), ADVANCE AUTO PARTS,
                                             --------
                           INC., a Delaware corporation ("Holdings"), and each
                                                          --------
                           subsidiary of the Borrower listed on Schedule I
                           thereto (each such subsidiary individually a
                           "Subsidiary Pledgor" and, collectively, the
                            ------------------
                           "Subsidiary Pledgors"; the Borrower, Holdings and
                            -------------------
                           Subsidiary Pledgors are referred to collectively
                           herein as the "Pledgors") and JPMORGAN CHASE BANK, a
                                          --------
                           New York banking corporation ("Chase"), as collateral
                                                          -----
                           agent, (in such capacity, the "Collateral Agent"),
                                                          ----------------
                           for the Secured Parties (as defined in the Credit
                           Agreement referred to below)

         A.  Reference is made to (a) the Credit Agreement dated as of November
28, 2001 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among the Borrower, Holdings, the lenders from time to time
 ----------------
party thereto (the "Lenders"), Chase, as administrative agent (in such capacity,
                    -------
the "Administrative Agent") for the Lenders, Collateral Agent and as issuing
     --------------------
bank (in such capacity, the "Issuing Bank"), Credit Suisse First Boston, as
                             ------------
syndication agent, and Lehman Commercial Paper Inc., as syndication agent, and
(b) the Guarantee Agreement dated as of November 28, 2001 (as amended,
supplemented or otherwise modified from time to time, the "Guarantee
                                                           ---------
Agreement"), among the Subsidiary Pledgors, Holdings and the Collateral Agent.
---------

         B.  Capitalized  terms used herein and not  otherwise  defined  herein
shall have the  meanings  assigned to such terms in the Credit Agreement.

         C.  The Pledgors have entered into the Pledge Agreement in order to
induce the Lenders to make Loans and the Issuing Bank to issue Letters of
Credit. Pursuant to Section 5.12 of the Credit Agreement, each Subsidiary of
Holdings that was not in existence or not a Subsidiary on the date of the Credit
Agreement is required to enter into the Pledge Agreement as a Subsidiary Pledgor
upon becoming a Subsidiary if such Subsidiary owns or possesses property of a
type that would be considered Collateral under the Pledge Agreement. Section 24
of the Pledge Agreement provides that such Subsidiaries may become Subsidiary
Pledgors under the Pledge Agreement by execution and delivery of an instrument
in the form of this Supplement. The undersigned Subsidiary (the "New Pledgor")
                                                                 -----------
is executing this Supplement in accordance with the requirements of the Credit
Agreement to become a Subsidiary Pledgor under

<PAGE>

                                                                               2

the Pledge Agreement in order to induce the Lenders to make additional Loans and
the Issuing Bank to issue additional Letters of Credit and as consideration for
Loans previously made and Letters of Credit previously issued.

         Accordingly, the Collateral Agent and the New Pledgor agree as follows:

         SECTION 1. In accordance with Section 24 of the Pledge Agreement, the
New Pledgor by its signature below becomes a Pledgor under the Pledge Agreement
with the same force and effect as if originally named therein as a Pledgor, and
the New Pledgor hereby agrees (a) to all the terms and provisions of the Pledge
Agreement applicable to it as a Pledgor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Pledgor
thereunder are true and correct on and as of the date hereof. In furtherance of
the foregoing, the New Pledgor, as security for the payment and performance in
full of the Obligations (as defined in the Pledge Agreement), does hereby create
and grant to the Collateral Agent, its successors and assigns, for the benefit
of the Secured Parties, their successors and assigns, a security interest in and
lien on all of the New Pledgor's right, title and interest in and to the
Collateral (as defined in the Pledge Agreement) of the New Pledgor. Each
reference to a "Subsidiary Pledgor" or a "Pledgor" in the Pledge Agreement shall
be deemed to include the New Pledgor. The Pledge Agreement is hereby
incorporated herein by reference.

         SECTION 2. The New Pledgor represents and warrants to the Collateral
Agent and the other Secured Parties that this Supplement has been duly
authorized, executed and delivered by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms.

         SECTION 3. This Supplement may be executed in counterparts, each of
which shall constitute an original, but all of which when taken together shall
constitute a single contract. This Supplement shall become effective when the
Collateral Agent shall have received counterparts of this Supplement that, when
taken together, bear the signatures of the New Pledgor and the Collateral Agent.
Delivery of an executed signature page to this Supplement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Supplement.

         SECTION 4. The New Pledgor hereby represents and warrants that set
forth on Schedule I attached hereto is a true and correct schedule of all its
Pledged Securities.

<PAGE>

                                                                               3

         SECTION 5. Except as expressly supplemented hereby, the Pledge
Agreement shall remain in full force and effect.

         SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         SECTION 7. In case any one or more of the provisions contained in this
Supplement should be held invalid, illegal or unenforceable in any respect,
neither party hereto shall be required to comply with such provision for so long
as such provision is held to be invalid, illegal or unenforceable, but the
validity, legality and enforceability of the remaining provisions contained
herein and in the Pledge Agreement shall not in any way be affected or impaired.
The parties hereto shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.

         SECTION 8. All communications and notices hereunder shall be in writing
and given as provided in Section 15 of the Pledge Agreement. All communications
and notices hereunder to the New Pledgor shall be given to it at the address set
forth under its signature hereto.

         SECTION 9. The New Pledgor agrees to reimburse the Collateral Agent for
its reasonable out-of-pocket expenses in connection with this Supplement,
including the reasonable fees, other charges and disbursements of counsel for
the Collateral Agent.

<PAGE>

                                                                               4


         IN WITNESS WHEREOF, the New Pledgor and the Collateral Agent have duly
executed this Supplement to the Pledge Agreement as of the day and year first
above written.

                                  [Name of New Pledgor],
                                      by

                                         ---------------------------------------
                                         Name:
                                         Title:
                                         Address:



                                   JPMORGAN CHASE BANK, as Collateral Agent,
                                      by

                                         ---------------------------------------
                                         Name:
                                         Title:


<PAGE>

                                                                   Schedule I to
                                                            Supplement No. [   ]
                                                         to the Pledge Agreement

                      Pledged Securities of the New Pledgor
                      -------------------------------------

                                  CAPITAL STOCK


                                          Number and
            Number of    Registered        Class of              Percentage
Issuer     Certificate     Owner            Shares                of Shares
------     -----------     -----            ------                ---------




                                 DEBT SECURITIES

                      Principal              Date of               Maturity
Issuer                 Amount                 Note                   Date
------                 ------                 ----                   -----