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                                                                 EXHIBIT 10.11








                                 TBC CORPORATION


                            EXECUTIVE RETIREMENT PLAN














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ARTICLE I - DEFINITIONS

The following terms, as used herein and designated by initial capital letters,
have the meanings stated below:

           1.1 Actuarial Equivalent. The term "Actuarial Equivalent" means
equality in value of the aggregate amounts to be received under different forms
of payment based upon the following mortality and interest rate assumptions:

                  Mortality Table:   1971 Group Annuity Mortality Table
                                     Projected by Scale D to 1975, using a
                                     unisex rate that is 25% male and 75% female
                                     as to employees and 75% male and 25% female
                                     for all former employees.

                  Interest Rate:     6.5%

Notwithstanding the above, when determining the Actuarial Equivalent of a
Participant's Supplemental Benefit for purposes of calculating a lump-sum
payment, the applicable mortality table and interest rate provided in Section
417(e)(3) of the Internal Revenue Code of 1986, as from time to time hereafter
amended, will be used in lieu of the mortality table and interest rate described
above.

           1.2 Committee. The term "Committee" means the Compensation Committee
of the Board of Directors of TBC.

           1.3 Compensation. For purposes of calculating a Participant's
Supplemental Benefit, the term "Compensation" means the aggregate of his
compensation by way of salary, incentive compensation, compensation deferred
pursuant to an agreement between TBC or its subsidiary and the Participant,
compensation subject to income tax which has been deferred by virtue of a plan
or arrangement made by TBC, its subsidiary or the Participant, grants of
restricted stock and grants of stock options (to the extent of any excess of
market value over option price on the date of grant) without reduction, in the
case of restricted stock and stock options, by reason of any restrictions or
limitations upon the availability or exercisability thereof.

           1.4 Disability. The term "Disability" means a physical or mental
imparity that entitles the Participant to disability benefits under the federal
Social Security laws. In addition, the Participant must provide the Committee
with satisfactory evidence that the Participant is receiving or has been
approved to receive disability benefits under the federal Social Security laws.

           1.5 401(k) Plan. The term "401(k) Plan" means the TBC Corporation
401(k) Savings Plan, originally effective as of January 1, 1994, as it may be
amended from time to time.

           1.6 Normal Retirement Date. The term "Normal Retirement Date" means
the first day of the month immediately following the date on which the
Participant attains age 65 or, if later, the date on which the Participant
completes five (5) years of participation in the Plan.

           1.7 Participant. The term "Participant" means a highly paid employee
of TBC or any of its subsidiaries selected by the Committee to participate in
the Plan.


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           1.8 Plan. The term "Plan" means TBC's Executive Retirement Plan, as
stated herein and as it may be amended from time to time.

           1.9 Supplemental Benefit. The term "Supplemental Benefit" means the
pension benefit provided under the terms of the Plan, as set forth in Article
IV.

           1.10 TBC. The term "TBC" means TBC Corporation, a Delaware
corporation, and its successors.

           1.11 Year of Service. The term "Year of Service" shall mean each
twelve-month period in which the Participant is employed by TBC or any of its
subsidiaries. In addition, the Committee may grant a Participant Years of
Service for periods of time prior to the Participant's employment with TBC or a
subsidiary, if applicable.

ARTICLE II - GENERAL

           2.1 Purpose and Effective Date. The Plan is hereby established by
TBC. The Plan is intended to be unfunded and to provide supplemental pension
benefits to certain highly paid employees of TBC and its subsidiaries.

           2.2 Plan Administration. The Plan shall be administered by the
Committee. The Committee, in its sole discretion, shall determine all matters
relating to Plan benefits and to the computation and payment thereof.

           2.3 Applicable Laws. The Plan will be construed and administered in
accordance with the laws of the State of Tennessee to the extent that such laws
are not preempted by the laws of the United States of America.

           2.4 Gender and Number. For simplicity of expression and where
appropriate to the context, a reference to one gender shall be deemed to include
the other. Also, words in the singular shall include the plural, and words in
the plural shall include the singular.

ARTICLE III - PARTICIPATION

           3.1 Eligibility to Participate. Effective as of any date selected by
it, the Committee may designate any employee to be a Participant in the Plan.

           3.2 Participation not Contract of Employment. The Plan does not
constitute a contract of employment, and participation in the Plan will not give
any employee the right to be retained in the employ of TBC or any of its
subsidiaries nor give any person any right or claim to any benefit under the
terms of the Plan unless such right or claim has specifically accrued under the
terms of the Plan.



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ARTICLE IV - AMOUNT OF SUPPLEMENTAL BENEFIT

           4.1 Normal Retirement Benefit. If a Participant has completed at
least 25 Years of Service, the Participant's Supplemental Benefit, when
expressed as an annual single life annuity payable at the Participant's Normal
Retirement Date, is equal to:

                  (a) 40% of the average of the three (3) highest consecutive
           calendar years of the Participant's Compensation within the last ten
           (10) completed calendar years during which the Participant received
           any Compensation, reduced by

                  (b) an amount, expressed as a single life annuity with annual
           payments beginning at the Participant's Normal Retirement Date, which
           is Actuarially Equivalent (using the applicable mortality table and
           interest rate used for purposes of determining lump-sum payments) to
           the Participant's account balance in the 401(k) Plan attributable to
           contributions made by TBC or its subsidiaries (other than 401(k)
           elective deferral contributions or company matching contributions).

           4.2 Reduction in Benefit for Failure to Complete 25 Years of Service.
If the Participant has not completed at least 25 Years of Service, the
Participant's Supplemental Benefit shall be the result derived by multiplying
the amount determined in Section 4.1, above, by a fraction (not to exceed 1),
the numerator of which is the Participant's Years of Service and the denominator
of which is 25.

           4.3 Termination of Employment Due to Disability. Notwithstanding
Section 4.2, if a Participant terminates employment with TBC and its
subsidiaries because the Participant has incurred a Disability, the amount of
the Participant's Supplemental Benefit shall be the benefit described in Section
4.1 multiplied by a fraction (not to exceed 1), the numerator of which is the
Years of Service the Participant would have had if he had continued to be
employed by TBC or its subsidiaries until his Normal Retirement Date and the
denominator of which is 25.

           4.4 Adjustment of Benefit for Early Payment. Notwithstanding Sections
4.1, 4.2 or 4.3, if a Participant begins to receive payment of his Supplemental
Benefit before his Normal Retirement Date, the Participant's Supplemental
Benefit shall be the amount determined under Section 4.1, 4.2 or 4.3, as
applicable, multiplied by the applicable early retirement factor in the table,
below:

<TABLE>
<CAPTION>

                                   Early Retirement Factors
                                   ------------------------

             Age When            Early             Age When            Early
             Benefits           Retirement         Benefits           Retirement
               Start             Factor             Start              Factor
               -----            -------             -----              ------
             <S>                <C>                 <C>                <C>
                 55               .500                 60                .750

                 56               .550                 61                .800

                 57               .600                 62                .850

                 58               .650                 63                .900

                 59               .700                 64                .950


</TABLE>


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           4.5 Vesting. Notwithstanding any other provision of the Plan, if a
Participant in the Plan terminates employment with TBC and its subsidiaries for
any reason before the January 1 following the year in which he is credited with
at least 5 Years of Service, the Participant shall forfeit his entire
Supplemental Benefit under the Plan.


ARTICLE V - FORM AND TIME OF SUPPLEMENTAL BENEFIT PAYMENT

           5.1 Form of Supplemental Benefit Payment. Unless an alternative form
of payment is selected by the Participant pursuant to Section 5.3, the Actuarial
Equivalent of the Participant's Supplemental Benefit will be paid in the form of
a "ten year certain annuity". A "ten year certain annuity" is an annuity which
is payable in equal monthly payments over the lifetime of the Participant and,
if the Participant dies before the expiration of the ten year period, which
continues payments to the Participant's designated beneficiary during the
remainder of the specified period certain.

           5.2 Timing of Supplemental Benefit Payment. Unless an election is
made by the Participant pursuant to Section 5.4, the Supplemental Benefit shall
commence to be paid within 90 days after the date on which the Participant
ceases employment with TBC and its subsidiaries or, if later, the first day of
the month following the Participant's 55th birthday.

           5.3 Alternative Manner of Benefit Payment. In lieu of the form of
payment described in Section 5.1, the Participant may elect to receive the
Actuarial Equivalent of his Supplemental Benefit in a lump-sum payment or in any
form of annuity which is commercially available at the time.

           5.4  Alternative Timing of Benefit Payment. A Participant may elect
to delay payment of his Supplemental Benefit to a date which is later than the
date described in Section 5.2.

           5.5 Restrictions on Election under Section 5.3 or 5.4. To be
effective, an election pursuant to Section 5.3 or 5.4 must be made at least 24
months prior to the date on which the Participant terminates employment with TBC
and its subsidiaries. An election may be revised, but such revision must be made
at least 24 months prior to the date on which the Participant terminates
employment with TBC and its subsidiaries. Also, the Participant may request that
the Committee, in its absolute discretion, waive the 24-month requirement
described in this Section.

           5.6 Payment to Incapacitated Persons. Notwithstanding any other
provision of the Plan, if the Committee determines that a Participant or other
person entitled to a Supplemental Benefit under the Plan is physically, mentally
or legally incapacitated and unable to manage his financial affairs, the
Committee may, until claim is made by a conservator or other person legally
charged with the care of his person or of his estate, make payment for the
individual's benefit to one or more persons or institutions which, in the
Committee's judgment, are maintaining or have custody of the person entitled to
payment from the Plan. Any payment made in accordance with this Section shall
fully acquit and discharge the Committee, TBC and its subsidiaries from all
further liability on account thereof.

           5.7 Non-Transferability. The interests of Participants and other
persons in a Supplemental Benefit under the Plan are not subject to the claims
of their creditors and may not be voluntarily or involuntarily assigned,
alienated or encumbered.



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           5.8 Death. If the Participant terminates employment with TBC and its
subsidiaries due to his death and the Participant would not have forfeited his
entire Supplemental Benefit in accordance with Section 4.4 had he terminated
employment with TBC immediately prior to his death, the Participant's
Supplemental Benefit (the amount of which is determined by assuming that the
Participant had terminated employment on the day before his death) will be paid
to the Participant's designated beneficiary or estate, if applicable, in a
single, lump-sum payment within 90 days after the Participant's death.

           5.9 Beneficiary. The Participant shall file with TBC a notice in
writing designating one or more beneficiaries to whom payments are to be made
upon the Participant's death. The Participant shall have the right to change the
beneficiary or beneficiaries from time to time; provided, however, that any
change shall not become effective until received in writing by TBC. In the event
the Participant fails to deliver such a written designation of beneficiary, then
any such payments shall be made to the Participant's estate.

ARTICLE VI - FINANCING PLAN BENEFITS

           The Plan shall be unfunded, and all Supplemental Benefit payments
shall be made from the general assets of TBC or its subsidiaries, as applicable.

ARTICLE VII - AMENDMENT AND TERMINATION

           While the Committee expects and intends to continue the Plan, it must
necessarily reserve, and reserves, the right to amend the Plan from time to time
and to terminate the Plan in its entirety. Notwithstanding the foregoing, in no
event will any amendment to, or the termination of, the Plan reduce the amount
of the Supplemental Benefit that a Participant would have received had he
terminated his employment with TBC and its subsidiaries on the date of the
amendment.



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