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                                                                    EXHIBIT 10.2


                                 TBC CORPORATION

                                  STOCK OPTION

         TBC CORPORATION, a Delaware corporation (the "Company"), hereby grants
to Lawrence C. Day (the "Employee"), effective March 29, 2005 (the "Date of
Grant"), as a matter of separate inducement and agreement in connection with the
Employee's employment by the Company, and not in lieu of any salary or other
compensation for the Employee's services, an option to purchase 49,000 shares of
Common Stock of the Company, par value $.10 per share (the "Shares"), at a
purchase price of $27.69 per share (the "Option").

         The Option is being granted under and pursuant to the Company's 2004
Incentive Plan (the "Plan"), which is incorporated herein by reference and a
copy of which will be provided to the Employee upon request. The Option is
intended to be treated and taxable as a Nonqualified Stock Option (as defined in
the Plan).

         The Option is granted subject to all the terms and conditions of the
Plan, including, but not limited to, the following:

1.       If not earlier terminated as provided hereinafter, the Option shall
         expire on March 28, 2015 (the "Expiration Date"), and shall not, under
         any circumstances, be exercisable after the Expiration Date.

2.       The Option shall not be exercisable within the first twelve months
         after the Date of Grant. Thereafter, the Option shall be exercisable
         for one-fifth of the Shares (to the nearest whole Share) on and after
         the first anniversary of the Date of Grant if, during the calendar year
         preceding such anniversary of the Date of Grant, the Company's Common
         Stock outperforms the Russell 2000(R) Index. On the second anniversary
         of the Date of Grant and on each succeeding anniversary of the Date of
         Grant until the Option has become exercisable in full, the Option shall
         be exercisable for an additional one-fifth of the Shares (to the
         nearest whole Share) if, during the calendar year preceding such
         anniversary of the Date of Grant, the Company's Common Stock
         outperforms the Russell 2000(R) Index. To the extent that the Option is
         not then fully exercisable, the Option shall vest in full on January 1,
         2015. The Option may be exercised as to all or any part that has become
         exercisable in accordance with the provisions of this Paragraph 2 at
         any time and from time to time prior to the close of business on the
         Expiration Date.

3.       The restrictions on exercisability of the Option provided for in
         Paragraph 2 shall not apply in the event the Employee ceases to be
         employed by the Company as a result of retirement on or after age 65 or
         earlier in accordance with the Company's then current retirement
         policies, disability, or death, or in the event a Change of Control (as
         defined in the Plan) of the Company occurs on or prior to the date the
         Employee's employment by the Company is terminated.

4.       Except as otherwise provided hereinafter, the Employee shall be
         entitled to exercise the Option only if the Employee has been employed
         by the Company continuously during the period from the Date of Grant to
         the date of exercise.


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5.       In the event the Employee ceases to be employed by the Company for any
         reason other than retirement on or after age 65 or earlier in
         accordance with the Company's then current retirement policies,
         disability, or death, the Employee shall be entitled to exercise the
         Option thereafter only for a period of three months following the date
         of termination of employment and only to the extent it was exercisable
         (after giving effect to Paragraph 3, if applicable) on that date.
         Notwithstanding the foregoing, if the Employee dies within three months
         after termination of employment, the Option may be exercised thereafter
         until the earlier of the Expiration Date or one year after the date of
         the Employee's death, but only to the extent the Option was exercisable
         (after giving effect to Paragraph 3, if applicable) on the date of the
         Employee's termination of employment.

6.       Subject to the provisions of Paragraph 7, if the Employee ceases to be
         employed by the Company as a result of retirement on or after age 65 or
         earlier in accordance with the Company's then current retirement
         policies, disability, or death, the Option may be exercised thereafter
         until the earlier of the Expiration Date or five years after the date
         of the Employee's termination of employment. If at the time of the
         Employee's retirement, the Employee is serving as a director of the
         Company, the five year period set forth in the preceding sentence shall
         be measured from the date the Employee ceases service as a director of
         the Company.

7.       If the Employee ceases to be employed by the Company as a result of
         retirement on or after age 65 or earlier in accordance with the
         Company's then current retirement policies or as a result of
         disability, and thereafter dies within the one year period prior to the
         date when the Option would have expired in accordance with the
         provisions of Paragraph 6, the Option shall remain outstanding until
         the earlier of the Expiration Date or one year after the Employee's
         date of death.

8.       The Option may not be sold, pledged, assigned, hypothecated, or
         transferred other than by will, by the laws of descent and
         distribution, or by the Employee's designation, in a writing delivered
         to the Company before the Employee's death, of a beneficiary or
         beneficiaries to whom the Employee's rights in the Option will be
         transferred upon the Employee's death. The Option may be exercised
         during the lifetime of the Employee only by the Employee. Upon the
         Employee's death, the Option may be exercised, during the respective
         periods and to the extent provided above, by the beneficiary or
         beneficiaries so designated by the Employee or, if there is no
         designated beneficiary who survives the Employee, by the person or
         persons (including the Employee's estate) to whom the Employee's rights
         under the Option shall have passed by will or by the laws of descent
         and distribution.





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         IN WITNESS WHEREOF, the Company has caused this instrument to be
executed as of the 29th day of March, 2005.

TBC CORPORATION



By /s/ MARVIN E. BRUCE
   --------------------------------------
   Marvin E. Bruce,
   Chairman of the Board


I hereby agree to the terms and conditions
under which the foregoing Option is granted
as set forth above and in the Plan.



/s/ LAWRENCE C. DAY
-----------------------------------------
Lawrence C. Day

March 29, 2005


NOTE: It is recommended that, before exercising this Option, you consult counsel
(including counsel for the Company) regarding:

a.       income tax aspects, such as the possible applicability of Alternative
         Minimum Tax, and

b.       securities law aspects, such as reporting requirements and possible
         applicability of the short swing profits provision.



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